As amended
                                                              through 9/15/99
                                     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 maximum extent permitted from time to time
under applicable law, indemnify any person against all liabilities and
expenses, including amounts paid in satisfaction of judgments, in settlement
or as fines and penalties, and counsel fees, reasonably incurred by such
person in connection with the defense or disposition of any action, suit or
other proceeding, whether civil, criminal, administrative or investigative,
in which such person may be involved or with which such person may be
threatened, by reason of the fact that such person (a) is or was or has
agreed to be a director or officer of the corporation or while serving as a
director or officer is or was serving at the request of the corporation as a
director, officer, trustee, employee or agent of another organization; or
(b) is or was a director, officer or employee who is or was serving or has
agreed to serve at the request of the corporation in any capacity with
respect to any employee benefit plan.

    Such indemnification shall be provided although the person to be
indemnified is not currently a director, officer, trustee, employee or agent
of the corporation or such other organization or no longer serves with
respect to any such employee benefit plan.

    Notwithstanding the foregoing, no indemnification shall be provided with
respect to any matter disposed of by settlement, consent decree or other
negotiated disposition unless (a) such indemnification shall have been
approved by the holders of the shares of the corporation's capital stock
then entitled to vote for directors, voting such shares as a single class,
by a majority of the votes cast on the question exclusive of any shares
owned by an interested director or officer; or (b) such indemnification and
such settlement, decree or disposition shall have been approved as being in
the best interest of the corporation or organization or plan or participants
served, as the case may be, after notice that it involves such
indemnification, by a majority of the disinterested directors (or, if
applicable, the sole disinterested director) then in office (whether or not
constituting a quorum); or (c) if no directors are disinterested, a written
opinion, reasonably satisfactory to the corporation, of independent legal
counsel selected by the corporation shall have been furnished to the
corporation that (1) such indemnification and such settlement, decree or
disposition are in the best interest of the corporation or organization or
plan or participants served, as the case may be, and (ii) if adjudicated,
such indemnification would not be found to have been prohibited by law.

    Expenses reasonably incurred in the defense or disposition of any such
action, suit or other proceeding may be paid from time to time by the
corporation in advance of the final disposition thereof upon receipt of an
undertaking by the person so indemnified to repay to the corporation the
amounts so paid if it is ultimately determined that indemnification for such
expenses is not authorized under this section. Such undertaking may be
accepted without reference to the financial ability of such person to make
repayment.

    The right of indemnification hereby provided shall not be exclusive of
or affect any other rights to which any person may be entitled. As used in
this section, the term "person" includes the heirs, executors,
administrators and personal representatives of any person; an "interested"
director or officer is one against whom in such capacity the proceeding in
question or another proceeding on the same or similar grounds is then
pending or threatened; and a ``disinterested director'' is any director who
is not an interested director. The absence of any express provision for
indemnification shall not limit any right of indemnification existing
independently of this section.

    Any repeal or modification of the foregoing provisions of this Section 9
shall not adversely affect any right or protection of a director or officer
of the corporation, or an employee of the corporation serving at the request
of the corporation in any capacity with respect to an employee benefit plan,
with respect to any acts or omission of such director, officer or employee
occurring prior to such repeal or modification.

    The corporation may enter into an indemnification agreement with any
person afforded indemnification by the corporation pursuant to this Section
9 so long as such agreement is in accordance with the provisions of this
Section 9.

                                   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.