As amended
										through 9/16/98
	BY-LAWS
	OF
	THE L. S. STARRETT COMPANY


	SECTION 1.
	ARTICLES OF ORGANIZATION

    The name and purposes of the corporation shall be as set forth in the 
articles of organization. These by-laws, the powers of the corporation and of 
its directors and stockholders, or of any class of stockholders if there shall 
be more than one class of stock, and all matters concerning the conduct and 
regulation of the business and affairs of the corporation shall be subject to 
such provisions in regards thereto, if any, as are set forth in the articles of 
organization as from time to time in effect. 

         
	SECTION 2.    
	STOCKHOLDERS 
    
    2.1  Annual Meeting.  The annual meeting of the stockholders shall be held 
at two o'clock in the afternoon on the third Wednesday of September in each 
year, unless a different hour is fixed by the president or the directors.  If 
that day be a legal holiday at the place where the meeting is to be held, the 
meeting shall be held on the next succeeding day not a legal holiday at such 
place. Purposes for which an annual meeting is to be held, additional to those 
prescribed by law, by the articles of organization or by these by-laws, may be 
specified by the president or by the directors.
         
    2.2  Special Meeting in Place of Annual Meeting.  If no annual meeting has 
been held in accordance with the foregoing provisions, a special meeting of the 
stockholders may be held in place thereof, and any action taken at such special 
meeting shall have the same force and effect as if taken at the annual meeting, 
and in such case all references in these by-laws to the annual meeting of the 
stockholders shall be deemed to refer to such special meeting.  Any such 
special meeting shall be called as provided in Section 2.3.
         
    2.3  Special Meeting.  A special meeting of the stockholders may be called 
at any time by the president or by the directors.  Each call of a meeting shall 
state the place, date, hour and purposes of the meeting.

    2.4  Place of Meeting.  All meetings of the stockholders shall be held at 
the principal office of the corporation in Massachusetts or at such other place 
within Massachusetts as shall be fixed by the president or the directors.  Any 
adjourned session of any meeting of the stockholders shall be held at the same 
city or town as the initial session, or within Massachusetts, in either case at 
the place designated in the vote of adjournment.

    2.5  Notice of Meetings.  A written notice of each meeting of stockholders, 
stating the place, date and hour and the purposes of the meeting, shall be 
given at least seven days before the meeting to each stockholder entitled to 
vote thereat and to each stockholder who, by law, by the articles of 
organization or by these by-laws, is entitled to notice, by leaving such notice 
with him or at his residence or usual place of business, or by mailing it, 
postage prepaid, addressed to such stockholder at his address as it appears in 
the records of the corporation.  Such notice shall be given by the clerk or an 
assistant clerk or by an officer designated by the directors.  No notice of any 
meeting of stockholders need be given to a stockholder if a written waiver of 
notice, executed before or after the meeting by such stockholder or his 
attorney thereunto duly authorized, is filed with the records of the meeting.

    2.6  Quorum of Stockholders.  At any meeting of the stockholders, a quorum 
as to any matter shall consist of a majority of the votes entitled to be cast 
on the matter, except that if two or more classes or series of stock are 
entitled to vote as separate classes or series, then in the case of each such 
class or series a quorum as to any matter shall consist of a majority of the 
votes of that class or series entitled to be cast on the matter, and except 
where a larger quorum is required by law, by the articles of organization or by 
these by-laws.
         
    2.7  Action by Vote.  When a quorum is present at any meeting, a plurality 
of the votes properly cast for election to any office shall elect to such 
office, and a majority of the votes properly cast upon any question other than 
an election to an office shall decide the question, except when a larger vote 
is required by law, by the articles of organization or by these by-laws.  No 
ballot shall be required for any election unless requested by a stockholder 
present or represented at the meeting and entitled to vote in the election.
         
    2.8  Voting.  Stockholders entitled to vote shall have one vote for each 
share of stock entitled to vote held by them of record according to the records 
of the corporation, unless otherwise provided by the articles of organization. 
 The corporation shall not, directly or indirectly, vote any share of its own 
stock.  The provisions of Chapter 110D of the Massachusetts General Laws shall 
not apply to control share acquisitions of the Company.  The provisions of 
Chapter 110F of the Massachusetts General Laws shall not apply to the Company. 
  

    2.9  Proxies.  Stockholders entitled to vote may vote either in person or 
by proxy in writing dated not more than six months before the meeting named 
therein, which proxies shall be filed with the clerk or other person 
responsible to record the proceedings of the meeting before being voted. Unless 
otherwise specifically limited by their terms, such proxies shall entitle the 
holders thereof to vote at any adjournment of such meeting but shall not be 
valid after the final adjournment of such meeting. 

    2.10  Notice of Business.  At any meeting of the stockholders, only such 
business shall be conducted as shall have been brought before the meeting (a) 
by or at the direction of the Board of Directors or (b) by any stockholder of 
the corporation who is a stockholder of record at the time of giving of the 
notice provided for in this Section, who shall be entitled to vote at such 
meeting and who complies with the notice procedures set forth in this Section. 
 For business to be properly brought before a stockholder meeting by a 
stockholder, the stockholder must have given timely notice thereof in writing 
to the Clerk of the corporation.  To be timely, a stockholder's notice must be 
delivered to or mailed and received at the principal executive offices of the 
corporation not less than 120 days nor more than 150 days prior to the 
meeting; provided, however, that in the event that less than 130 days' notice 
or prior public disclosure of the date of the meeting is given or made to 
stockholders, notice by the stockholder to be timely must be received no later 
than the close of business on the 10th day following the day on which such 
notice of the date of the meeting was mailed or such public disclosure was 
made.  A stockholder's notice to the Clerk shall set forth as to each matter 
the stockholder proposes to bring before the meeting (a) a brief description 
of the business desired to be brought before the meeting and the reasons for 
conducting such business at the meeting, (b) the name and address, as they 
appear on the corporation's books, of the stockholder proposing such business, 
(c) the class and number of shares of the corporation which are beneficially 
owned by the stockholder, and (d) any material interest of the stockholder in 
such business. Notwithstanding anything in the by-laws to the contrary, no 
business shall be conducted at a stockholder meeting except in accordance with 
the procedures set forth in this Section.  The Chairman of the meeting shall, 
if the facts warrant, determine and declare to the meeting that business was 
not properly brought before the meeting and in accordance with the provisions 
of the by-laws, and if he should so determine, he shall so declare to the 
meeting and any such business not properly brought before the meeting shall 
not be transacted.  Notwithstanding the foregoing provisions of this Section, 
a stockholder shall also comply with all applicable requirements of the 
Securities Exchange Act of 1934, as amended, and the rules and regulations 
thereunder with respect to the matters set forth in this Section.
    

	SECTION 3.
BOARD OF DIRECTORS
      
    3.1  Number.  The number of directors which shall constitute the whole 
board shall be determined from time to time by vote of a majority of the 
directors then in office, provided that the number thereof may not be less than 
three nor more than eleven.  No director need be a stockholder.

    3.2  Election and Tenure.  The directors shall be classified, with respect 
to the time for which they severally hold office, into three classes, as nearly 
equal in number as possible, with one class to be elected at each annual 
meeting of stockholders.  Each class shall hold office until its successors are 
elected and qualified.  If the number of directors is changed by the directors, 
any newly created directorships or any decrease in directorships shall be so 
apportioned among the classes as to make all classes as nearly equal as 
possible; provided, however, that no decrease in the number of directors shall 
shorten the term of any incumbent director.  At each annual meeting of 
stockholders, the successors of the class of directors whose term expires at 
that meeting shall be elected to hold office for a term expiring at the annual 
meeting of stockholders held in the third year following the year of their 
election.

3.3 Powers.  Except as reserved to the stockholders by law, by the articles 
of organization or by these by-laws, the business of the corporation 
shall be managed by the directors who shall have and may exercise all the 
powers of the corporation.  In particular, and without limiting the 
generality of the foregoing, the directors may at any time issue all or 
from time to time any part of the unissued capital stock of the 
corporation from time to time authorized under the articles of 
organization and may determine, subject to any requirements of law, the 
consideration for which stock is to be issued and the manner of 
allocating such consideration between capital and surplus.         
    3.4  Committees.  The directors may, by vote of a majority of the directors 
then in office, elect from their number an executive committee and other 
committees and may by vote delegate to any such committee or committees some or 
all of the powers of the directors except those which by law, by the articles 
of organization or by these by-laws they are prohibited from delegating. Except 
as the directors may otherwise determine, any such committee may make rules for 
the conduct of its business, but unless otherwise provided by the directors or 
such rules, its business shall be conducted as nearly as may be in the same 
manner as is provided by these by-laws for the conduct of business by the 
directors.

    3.5  Regular Meetings.  Regular meetings of the directors may be held 
without call or notice at such places and at such times as the directors may 
from time to time determine, provided that notice of the first regular meeting 
following any such determination shall be given to absent directors. A regular 
meeting of the directors may be held without call or notice immediately after 
and at the same place as the annual meeting of the stockholders.
         
    3.6  Special Meetings.  Special meetings of the directors may be held at 
any time and at any place designated in the call of the meeting, when called by 
the president or the treasurer or by two or more directors, reasonable notice 
thereof being given to each director by the secretary or an assistant 
secretary, or, if there be none, by the clerk or an assistant clerk, or by the 
officer or one of the directors calling the meeting.

    3.7  Notice.  It shall be sufficient notice to a director to send notice by 
mail at least forty-eight hours or by telegram at least twenty-four hours 
before the meeting addressed to him at his usual or last known business or 
residence address or to give notice to him in person or by telephone at least 
twenty-four hours before the meeting.  Notice of a meeting need not be given to 
any director if a written waiver of notice, executed by him before or after the 
meeting, is filed with the records of the meeting, or to any director who 
attends the meeting without protesting prior thereto or at its commencement the 
lack of notice to him.  Neither notice of a meeting nor a waiver of a notice 
need specify the purposes of the meeting.
         
    3.8  Quorum.  At any meeting of the directors a majority of the directors 
then in office shall constitute a quorum.  Any meeting may be adjourned from 
time to time by a majority of the votes cast upon the question, whether or not 
a quorum is present, and the meeting may be held as adjourned without further 
notice.
         
    3.9  Action by Vote.  When a quorum is present at any meeting, a majority 
of the directors present may take any action, except when a larger vote is 
required by law, by the articles of organization or by these by-laws.
         
    3.10  Action by Writing.  Any action required or permitted to be taken at 
any meeting of the directors may be taken without a meeting if a written 
consent thereto is signed by all the directors and such written consent is 
filed with the records of the meetings of the directors.  Such consent shall be 
treated for all purposes as a vote at a meeting. 

    3.11  Nomination of Directors.  Only persons who are nominated in 
accordance with the procedures set forth in these by-laws shall be eligible to 
serve as directors.  Nominations of persons for election to the Board of 
Directors of the corporation may be made at a meeting of stockholders (a) by 
or at the direction of the Board of Directors or (b) by any stockholder of the 
corporation who is a stockholder of record at the time of giving of notice 
provided for in this Section, who shall be entitled to vote for the election 
of Directors at the meeting and who complies with the notice procedures set 
forth in this Section.  Such nominations, other than those made by or at the 
direction of the Board of Directors, shall be made pursuant to timely notice 
in writing to the Clerk of the corporation.  To be timely, a stockholder's 
notice shall be delivered to or mailed and received at the principal executive 
offices of the corporation not less than 120 days nor more than 150 days prior 
to the meeting; provided, however, that in the event that less than 130 days' 
notice or prior public disclosure of the date of the meeting is given or made 
to stockholders, notice by the stockholder to be timely must be so received 
not later than the close of business on the 10th day following the day on 
which such notice of the date of the meeting or such public disclosure was 
made.  Such stockholder's notice shall set forth (a) as to each person whom 
the stockholder proposes to nominate for election or reelection as a Director, 
all information relating to such person that is required to be disclosed in 
solicitations of proxies for election of Directors, or is other wise required, 
in each case pursuant to Regulation 14A under the Securities Exchange Act of 
1934, as amended (including such person's written consent to being named in 
the proxy statement as a nominee and to serving as a Director if elected), and 
(b) as to the stockholder given the notice (i) the name and address, as they 
appear on the corporation's books, of such stockholder and (ii) the class and 
number of shares of the corporation which are beneficially owned by such 
stockholder.  At the request of the Board of Directors, any person nominated 
by the Board of Directors for election as a Director shall furnish to the 
Clerk of the corporation that information required to be set forth in a 
stockholder's notice of nomination which pertains to the nominee.  No person 
shall be eligible to serve as a Director of the corporation unless nominated 
in accordance with the procedures set forth in this by-law.  The Chairman of 
the meeting shall, if the facts warrant, determine and declare to the meeting 
that a nomination was not made in accordance with the procedures prescribed by 
the by-laws, and if he should so determine, he shall so declare to the meeting 
and the defective nomination shall be disregarded. Notwithstanding the 
foregoing provisions of this Section, a stockholder shall also comply with all 
applicable requirements of the Securities Exchange Act of 1934, as amended, 
and the rules and regulations thereunder with respect to the matters set forth 
in this Section.

      
	SECTION 4.    
	OFFICERS AND AGENTS
     
    4.1  Enumeration:  Qualification.  The officers of the corporation shall be 
a president, a treasurer, a clerk, and such other officers, if any, as the 
incorporators at their initial meeting, or the directors from time to time, may 
in their discretion elect or appoint.  The corporation may also have such 
agents, if any, as the incorporators at their initial meeting or the directors 
from time to time may in their discretion appoint. Any officer may be but none 
need be a director or stockholder.  The clerk shall be a resident of 
Massachusetts unless the corporation has a resident agent appointed for the 
purpose of service of process.  Any two or more offices may be held by the same 
person.  Any officer may be required by the directors to give bond for the 
faithful performance of his duties to the corporation in such amount and with 
such sureties as the directors may determine.
         
    4.2  Powers.  Subject to law, to the articles of organization and to the 
other provisions of these by-laws, each officer shall have, in addition to the 
duties and powers herein set forth, such duties and powers as are commonly 
incident to his office and such duties and powers as the directors may from 
time to time designate.
         
    4.3  Election.  The president, the treasurer and the clerk shall be elected 
annually by the directors at their first meeting following the annual meeting 
of the stockholders.  Other officers, if any, may be elected or appointed by 
the board of directors at said meeting or at any other time.
         
    4.4  Tenure.  Except as otherwise provided by law or by the articles of 
organization or by these by-laws, the president, the treasurer and the clerk 
shall hold office until the first meeting of the directors following the next 
annual meeting of the stockholders and until their respective successors are 
chosen and qualified, and each other officer shall hold office until the first 
meeting of the directors following the next annual meeting of the stockholders 
unless a shorter period shall have been specified by the terms of his election 
or appointment, or in each case until he sooner dies, resigns, is removed or 
becomes disqualified.  Each agent shall retain his authority at the pleasure of 
the directors.

    4.5(a)  Chief Executive Officer. The chief executive officer of the 
corporation shall be the chairman of the board, if any, the president or such 
other officer as is designated by the directors and shall, subject to the 
control of the directors, have general charge and supervision of the business 
of the corporation.  If no such designation is made, the president shall be the 
chief executive officer.  Unless the board of directors otherwise specifies, if 
there is no chairman of the board, the chief executive officer shall preside, 
or designate the person who shall preside, at all meetings of the stockholders 
and of the board of directors.

    4.5(b)  Chairman of the Board.  If a chairman of the board of directors is 
elected, he shall have the duties and powers specified in these by-laws and 
shall have such other duties and powers as may be determined by the directors. 
 Unless the board of directors otherwise specifies, the chairman of the board 
shall preside, or designate the person who shall preside, at all meetings of 
the stockholders and of the board of directors.

    4.5(c)  President and Vice Presidents.  The president shall have the duties 
and powers specified in these by-laws and shall have such other duties and 
powers as may be determined by the directors.
         
    Any vice president shall have such duties and powers as shall be designated 
from time to time by the directors.
         
    4.6  Treasurer and Assistant Treasurers.  The treasurer shall be the chief 
financial and accounting officer of the corporation and shall be in charge of 
its funds and valuable papers, books of account and accounting records, and 
shall have such other duties and powers as may be designated from time to time 
by the directors or by the president.

    Any assistant treasurers shall have such duties and powers as shall be 
designated from time to time by the directors.
         
    4.7  Clerk and Assistant Clerks.  The clerk shall record all proceedings of 
the stockholders in a book or series of books to be kept therefor, which book 
or books shall be kept at the principal office of the corporation or at the 
office of its transfer agent or of its clerk and shall be open at all 
reasonable times to the inspection of any stockholder.  In the absence of the 
clerk from any meeting of stockholders, an assistant clerk, or if there be none 
or he is absent, a temporary clerk chosen at the meeting, shall record the 
proceedings thereof in the aforesaid book. Unless a transfer agent has been 
appointed the clerk shall keep or cause to be kept the stock and transfer 
records of the corporation, which shall contain the names and record addresses 
of all stockholders and the amount of stock held by each.  If no secretary is 
elected, the clerk shall keep a true record of the proceedings of all meetings 
of the directors and in his absence from any such meeting an assistant clerk, 
or if there be none or he is absent, a temporary clerk chosen at the meeting, 
shall record the proceedings thereof.
         
    Any assistant clerk shall have such duties and powers as shall be 
designated from time to time by the directors.
         
    4.8  Secretary and Assistant Secretaries.  If a secretary is elected, he 
shall keep a true record of the proceedings of all meetings of the directors 
and in his absence from any such meeting an assistant secretary, or if there be 
none or he is absent, a temporary secretary chosen at the meeting, shall record 
the proceedings thereof.
         
    Any assistant secretaries shall have such duties and powers as shall be 
designated from time to time by the directors.


	SECTION 5.      
	RESIGNATIONS AND REMOVALS
      
    Any director or officer may resign at any time by delivering his 
resignation in writing to the president, the treasurer or the clerk or to a 
meeting of the directors.  Such resignation shall be effective upon receipt 
unless specified to be effective at some other time.  A director (including 
persons elected by directors to fill vacancies in the board) may be removed 
from office only for cause (a) by the vote of the holders of a majority of the 
total number of votes of the then outstanding shares entitled to vote generally 
in the election of directors, provided that the directors of a class elected by 
the holders of a particular class of stockholders may be removed only by 
affirmative vote of a majority of the total number of votes of the then 
outstanding shares of such class, or (b) by the vote of a majority of the 
directors then in office.  For the purposes of this Section 5, "cause" shall 
mean (i) conviction of a felony, (ii) declaration of unsound mind by order of 
court, (iii) gross dereliction of duty, (iv) commission of an action involving 
moral turpitude, or (v) commission of an action which constitutes intentional 
misconduct or a knowing violation of law if such action in either event results 
both in an improper substantial personal benefit and a material injury to the 
corporation.  The directors may remove any officer elected by them with or 
without cause by the vote of the directors then in office.  A director or 
officer may be removed for cause only after reasonable notice and opportunity 
to be heard before the body proposing to remove him.  No director or officer 
resigning, and (except where a right to receive compensation shall be expressly 
provided in a fully authorized written agreement with the corporation) no 
director or officer removed, shall have any right to any compensation as such 
director or officer for any period following his resignation or removal, or any 
right to damages on account of such removal, whether his compensation be by the 
month or by the year or otherwise; unless in the case of a resignation, the 
directors, or in the case of a removal, the body acting on the removal, shall 
in their or its discretion provide for compensation.
	 

SECTION 6. 
	VACANCIES
      
    Any vacancy and newly-created directorships in the board of directors, 
whether resulting from an increase in the size of the board of directors, from 
the death, resignation, disqualification or removal of a director, or 
otherwise, shall be filled solely by the affirmative vote of a majority of the 
remaining directors then in office, even though less than a quorum of the board 
of directors, or by a sole remaining director.  Any director elected in 
accordance with the preceding sentence shall hold office for the remainder of 
the full term of the class of directors in which the new directorship was 
created or the vacancy occurred and until such director's successor shall have 
been elected and qualified.  If the office of the president or the treasurer or 
the clerk becomes vacant, the directors may elect a successor by a vote of a 
majority of the directors then in office. If the office of any other officer 
becomes vacant, the directors may elect or appoint a successor by vote of a 
majority of the directors present. Each such successor shall hold office for 
the unexpired term, and in the case of the president, the treasurer and the 
clerk, until his successor is chosen and qualified, or in each case until he 
sooner dies, resigns, is removed or becomes disqualified.  The directors shall 
have and may exercise all their powers notwithstanding the existence of one or 
more vacancies in their number.


	SECTION 7.
	CAPITAL STOCK
      
    7.1  Number and Par Value.  The total number of shares and the par value, 
if any, of each class of stock which the corporation is authorized to issue 
shall be as stated in the articles of organization.

    7.2  Fractional Shares.  The corporation shall not issue fractional shares 
of stock but may issue scrip in registered or bearer form which shall entitle 
the holder to receive a certificate for a full share upon surrender of such 
scrip aggregating a full share, the terms and conditions and manner of issue of 
such scrip to be fixed by the directors.

    7.3  Stock Certificates.  Each stockholder shall be entitled to a 
certificate stating the number and the class and the designation of the series, 
if any, of the shares held by him, in such forms as shall, in conformity to 
law, be prescribed from time to time by the directors.  Such certificate shall 
be signed by the chairman of the board, the president or a vice president and 
by the treasurer or an assistant treasurer.  Such signatures may be facsimiles 
if the certificate is signed by a transfer agent, or by a registrar, other than 
a director, officer or employee of the corporation.  In case any officer who 
has signed or whose facsimile signature has been placed on such 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 time of its issue.
             7.4  Loss of Certificates.  In the case of the alleged  loss or 
destruction or the mutilation of a certificate of stock, a duplicate 
certificate may be issued in place thereof, upon such terms as the directors 
may prescribe.
         

	SECTION 8.
	TRANSFER OF SHARES OF STOCK
      
    8.1  Transfer on Books.  Subject to the restrictions, if any, stated or 
noted on the stock certificates, shares of stock may be transferred on the 
books of the corporation by the surrender to the corporation or its transfer 
agent of the certificate therefor properly endorsed or accompanied by a written 
assignment and power of attorney properly executed, with necessary transfer 
stamps affixed, and with such proof of the authenticity of signature as the 
directors or the transfer agent of the corporation may reasonably require.  
Except as may be otherwise required by law, by the articles of organization or 
by these by-laws, the corporation shall be entitled to treat the record holder 
of stock as shown on its books as the owner of such stock for all purposes, 
including the payment of dividends and the right to receive notice and to vote 
with respect thereto, regardless of any transfer, pledge or other disposition 
of such stock until the shares have been transferred on the books of the 
corporation in accordance with the requirements of these by-laws.
         
    It shall be the duty of each stockholder to notify the corporation of his 
post office address.
         
    8.2  Record Date and Closing Transfer Books.  The directors may fix in 
advance a time, which shall not be more than sixty days before the date of any 
meeting of stockholders or the date for the payment of any dividend or making 
of any distribution to stockholders or the last day on which the consent or 
dissent of stockholders may be effectively expressed for any purpose, as the 
record date for determining the stockholders having the right to notice of and 
to vote at such meeting and any adjournment thereof or the right to receive 
such dividend or distribution or the right to give such consent or dissent, and 
in such case only stockholders of record on such record date shall have such 
right, notwithstanding any transfer of stock on the books of the corporation 
after the record date; or without fixing such record date the directors may for 
any such purposes close the transfer books for all or any part of such period. 


	SECTION 9.
	INDEMNIFICATION OF DIRECTORS AND OFFICERS
     
    The corporation shall, to the extent legally permissible, indemnify each of 
its directors and officers (including persons who serve at its request as 
directors, officers or trustees of another organization or who serve at its 
request in any capacity with respect to any employee benefit plan) against all 
liabilities and expenses, including amounts paid in satisfaction of judgments, 
in compromise or as fines and penalties, and counsel fees, reasonably incurred 
by him in connection with the defense or disposition of any action, suit or 
other proceeding, whether civil or criminal, in which he may be involved or 
with which he may be threatened, while in office or thereafter, by reason of 
his being or having been such a director or officer, except with respect to any 
matter as to which he shall have been adjudicated in any proceeding not to have 
acted in good faith in the reasonable belief that his action was in the best 
interests of the corporation or, to the extent that such matter related to 
service with respect to any employee benefit plan, in the best interests of the 
participants or beneficiaries of such employee benefit plan: provided, however, 
that as to any matter disposed of by a compromise payment by such director or 
officer, pursuant to a consent decree or otherwise, no indemnification either 
for said payment or for any other expenses shall be provided unless such 
compromise shall be approved as in the best interests of the corporation, after 
notice that it involves such indemnification: (a) by a disinterested majority 
of the directors then in office; or (b) by a majority of the disinterested 
directors then in office, provided that there has been obtained an opinion in 
writing of independent legal counsel to the effect that such director or 
officer appears to have acted in good faith in the reasonable belief that his 
action was in the best interests of the corporation; or (c) by the holders of a 
majority of the outstanding stock at the time entitled to vote for directors, 
voting as a single class, exclusive of any stock owned by any interested 
director or officer.  The right of indemnification hereby provided shall not be 
exclusive of or affect any other rights to which any director or officer may be 
entitled. As used in this Section, the terms "director" and "officer" include 
their respective heirs, executors and administrators, and an "interested" 
director or officer is one against whom in such capacity the proceedings in 
question or another proceeding on the same or similar grounds is then pending. 
Nothing contained in this Section shall affect any rights to indemnification to 
which corporate personnel other than directors and officers may be entitled by 
contract or otherwise under law.
         
    Expenses, including but not limited to counsel fees and disbursements, 
incurred by any director or officer in defending any such action, suit or other 
proceeding may be paid from time to time by the corporation in advance of the 
final disposition of such action, suit or other proceeding upon receipt of an 
undertaking by the person indemnified to repay such payment if he shall be 
adjudicated to be not entitled to indemnification under this section, which 
undertaking may be accepted without reference to the financial ability of such 
person to make repayments.

    If in an action, suit or other proceeding brought by or in the name of the 
corporation, a director of the corporation is held not liable for monetary 
damages whether because that director is relieved of personal liability under 
the exculpatory provisions of Article 6.8 of the Articles of Organization of 
the corporation or otherwise, that director shall be deemed to have met the 
standard of conduct required for, and consequently shall be entitled to, 
indemnification for expenses reasonably incurred in the defense of such action, 
suit or other proceeding. 

         
	SECTION 10.
	CORPORATE SEAL
      
    The seal of the corporation shall, subject to alteration by the directors, 
consist of the name of the corporation and the words "Athol, Mass., U.S.A.", 
arranged in circular form in the outside circle of a die, and the words 
"Corporate Seal" and a representation of a square, caliper and micrometer gage 
combined, in the inside of the circle. 

         




	SECTION 11.
	EXECUTION OF PAPERS
      
    Except as the directors may generally or in particular cases authorize the 
execution thereof in some other manner, all deeds, leases, transfers, 
contracts, bonds, notes, checks, drafts and other obligations made, accepted or 
endorsed by the corporation shall be signed by the president or by one of the 
vice presidents or by the treasurer.
         
         
	SECTION 12.
	FISCAL YEAR
      
    Except as from time to time otherwise provided by the Board of Directors, 
the fiscal year of the corporation shall end on the last Saturday in June in 
each year.


	SECTION 13.
	AMENDMENTS
      
    These by-laws may be altered, amended or repealed at any annual or special 
meeting of the stockholders called for the purpose, of which the notice shall 
specify the subject matter of the proposed alteration, amendment or repeal or 
the sections to be affected thereby, by vote of the stockholders, or if there 
shall be two or more classes or series of stock entitled to vote on the 
question, by vote of each such class or series. These by-laws may also be 
altered, amended or repealed by vote of the majority of the directors then in 
office, except that the directors shall not take any action which provides for 
indemnification of directors or affects the powers of directors or officers to 
contract with the corporation, nor any action to amend this Section 13, and 
except that the directors shall not take any action unless permitted by law.

    Any by-law so altered, amended or repealed by the directors may be further 
altered or amended or reinstated by the stockholders in the above manner.