Exhibit 3.2

                             ADVANCED PHOTONIX, INC.

                                     BY-LAWS
                          (As amended on May 19, 2003)


                                    ARTICLE I

                             MEETING OF STOCKHOLDERS

     Sec. 1. ANNUAL MEETING. The Annual Meeting of Stockholders shall be held at
the  principal  office of the  Corporation  or such other  place as the Board of
Directors may select on such date and at such time as may be fixed by resolution
of the Board of Directors.  The Secretary shall serve personally,  or by mail, a
written  notice  thereof,  addressed  to each  stockholder  at his address as it
appears on the stock book; but at any meeting at which all stockholders shall be
present, or of which all stockholders not present have waived notice in writing,
the giving of notice as above required may be dispensed with. Any annual meeting
of  stockholders  may be postponed by resolution of the Board of Directors  upon
public  notice  given  prior to the date  previously  scheduled  for such annual
meeting of stockholders.

     Sec. 2. QUORUM.  The presence,  in person or by proxy,  of the holders of a
majority of the outstanding  stock entitled to vote generally shall be necessary
to  constitute  a quorum  for the  transaction  of  business,  except  that when
specified  business is to be voted on by a class or series of stock  voting as a
class,  the  holders of a majority  of the shares of such class or series  shall
constitute  a  quorum  of such  class  or  series  for the  transaction  of such
businesses. Whether or not a quorum is present, the Chairman of the meeting or a
majority  of the  stockholders  present  in person or by proxy may  adjourn  the
meeting from time to time. No notice of the time and place of adjourned meetings
need be given except as required by law. The  stockholders  present in person or
by proxy at a duly  organized  meeting may continue to transact  business  until
adjournment,  notwithstanding  the  withdrawal  of  sufficient  stockholders  to
constitute the remaining stockholders less than a quorum.

     Sec.  3.  SPECIAL  MEETINGS.  Subject to the  rights of the  holders of any
series of stock  having a  preference  over the Common  Stock as to dividends or
upon liquidation  ("Preferred Stock"),  special meetings of stockholders,  other
than  those  regulated  by  statute,  may only be  called by a  majority  of the
Directors.  Notice of such  meeting  stating  the purpose for which it is called
shall be served  personally  or by mail,  not less than 10 days nor more than 60
days before the date set for such meeting.  If mailed, it shall be directed to a
stockholder  at his address as it appears on the stock book;  but at any meeting
at which all stockholders shall be present, or of which stockholders not present
have waived  notice in writing,  the giving of notice as above  described may be
dispensed  with.  No  business  other  than that  specified  in the call for the
meeting  shall be  transacted at any special  meeting of the  stockholders.  Any
special meeting of  stockholders  may be postponed by resolution of the Board of
Directors  upon public notice given prior to the date  previously  scheduled for
such special meeting of stockholders.

     Sec. 4. VOTING.  At all meetings of the  stockholders,  all questions,  the
manner of deciding  which is not  specifically  regulated  by statute,  shall be
determined  by a majority  vote of the shares  entitled to vote on such  matters
present in person or by proxy, other than the election of directors, which shall
be  determined  by a  plurality  of votes of the shares  entitled to vote on the
election of directors present in person or by proxy.

     Sec. 5. CONDUCT OF MEETING.  Unless  otherwise  determined by resolution of
the Board of  Directors,  the  Chairman  of the Board (or, in the absence of the
Chairman, the President) shall, or shall designate an appropriate officer of the
Corporation to, call any annual or special meeting of stockholders to order, act
as  Chairman of any such  meeting of the  stockholders,  determine  the order of
business of any such meeting,  and determine the rules of order and procedure to
be followed in the conduct of any such meeting.

     Sec. 6. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

         (A) Annual Meetings of Stockholders.

          (1)  Nominations  of persons for election to the Board of Directors of
     the  Corporation  and the  proposal  of business  to be  considered  by the
     stockholders  may be made at an annual meeting of stockholders (a) pursuant
     to the Corporation's  notice of meeting,  (b) by or at the direction of the
     Board of Directors or (c) by any  stockholder of the  Corporation who was a
     stockholder of record at the time of giving of notice  provided for in this
     ByLaw,  who is entitled to vote at the  meeting and who  complies  with the
     notice procedures set forth in this By-Law.

               (2) For  nominations  or other  business to be  properly  brought
          before an annual  meeting by a  stockholder  pursuant to clause (c) of
          paragraph  (A)(1) of this  By-Law,  the  stockholder  must have  given
          timely notice  thereof in writing to the Secretary of the  Corporation
          and  such  other  business  must  otherwise  be a  proper  matter  for
          stockholder  action.  To be timely,  a  stockholder's  notice shall be
          delivered to the Secretary at the principal  executive  offices of the
          Corporation  not later than the close of  business on the 60th day nor
          earlier  than the close of business on the 90th day 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 more than 30
          days before or more than 60 days after such anniversary  date,  notice
          by the  stockholder to be timely must be so delivered not earlier than
          the close of business on 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 10th day  following  the day on
          which public announcement of the date of such meeting is first made by
          the  Corporation.  In no event  shall the  public  announcement  of an
          adjournment  of an annual  meeting  commence a new time period for the
          giving  of  a   stockholder's   notice  as   described   above.   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 in
          an election contest, or is otherwise  required,  in each case pursuant
          to  Regulation  14A  under the  Securities  Exchange  Act of 1934,  as
          amended (the "Exchange Act")  (including such person's written consent
          to being named in the proxy statement as a nominee and to serving as a
          director  if  elected);   (b)  as  to  any  other  business  that  the
          stockholder  proposes to bring before the meeting, a brief description
          of the business desired to be brought before the meeting,  the reasons
          for conducting such business at the meeting and any material  interest
          in such business of such stockholder and the beneficial owner, if any,
          on whose  behalf the proposal is made;  and (c) as to the  stockholder
          giving the notice and the  beneficial  owner,  if any, on whose behalf
          the  nomination  or  proposal is made (i) the name and address of such
          stockholder,  as they appear on the  Corporation's  books, and of such
          beneficial  owner  and (ii) the  class  and  number  of  shares of the
          Corporation  which  are  owned  beneficially  and of  record  by  such
          stockholder and such beneficial owner.

               (3) Notwithstanding  anything in the second sentence of paragraph
          (A)(2) of this By-Law to the contrary, in the event that the number of
          directors to be elected to the Board of  Directors of the  Corporation
          is increased and there is no public  announcement  by the  Corporation
          naming all of the nominees for director or specifying  the size of the
          increased  Board of  Directors  at least  70 days  prior to the  first
          anniversary of the preceding  year's annual  meeting,  a stockholder's
          notice  required by this By-Law shall also be considered  timely,  but
          only with  respect to nominees for any new  positions  created by such
          increase,  if it shall be delivered to the  Secretary at the principal
          executive  offices  of the  Corporation  not  later  than the close of
          business  on the  10th day  following  the day on  which  such  public
          announcement is first made by the Corporation.

          (B) Special  Meetings of  Stockholders.  Only such  business  shall be
     conducted at a special  meeting of  stockholders as shall have been brought
     before  the  meeting  pursuant  to the  Corporation's  notice  of  meeting.
     Nominations  of persons for election to the Board of Directors  may be made
     at a special  meeting of  stockholders at which directors are to be elected
     pursuant to the Corporation's  notice of meeting (a) by or at the direction
     of the Board of Directors or (b) provided  that the Board of Directors  has
     determined  that  directors  shall  be  elected  at  such  meeting,  by any
     stockholder of the  Corporation  who is a stockholder of record at the time
     of giving of notice  provided for in this By-Law,  who shall be entitled to
     vote at the meeting and who complies with the notice  procedures  set forth
     in this By-Law.  In the event the  Corporation  calls a special  meeting of
     stockholders for the purpose of electing one or more directors to the Board
     of Directors, any such stockholder may nominate a person or persons (as the
     case  may  be),  for  election  to  such  positions)  as  specified  in the
     Corporation's  notice of meeting,  if the stockholder's  notice required by
     paragraph  (A)(2) of this By-Law shall be delivered to the Secretary at the
     principal  executive  offices of the Corporation not earlier than the close
     of  business  on the 90th day prior to such  special  meeting and not later
     than  the  close of  business  on the  later of the 60th day  prior to such
     special  meeting  or  the  loth  day  following  the  day on  which  public
     announcement  is first made of the date of the  special  meeting and of the
     nominees  proposed by the Board of Directors to be elected at such meeting.
     In no event shall the public  announcement  of an  adjournment of a special
     meeting commence a new time period for the giving of a stockholder's notice
     as described above.

         (C) General.

               (1) Only such persons who are  nominated in  accordance  with the
          procedures  set forth in this  By-Law  shall be  eligible  to serve as
          directors  and only such  business  shall be conducted at a meeting of
          stockholders  as  shall  have  been  brought  before  the  meeting  in
          accordance  with the  procedures  set forth in this By-Law.  Except as
          otherwise  provided by law, the Certificate of  Incorporation or these
          ByLaws,  the Chairman of the meeting  shall have the power and duty to
          determine  whether a nomination or any business proposed to be brought
          before  the  meeting  was made or  proposed,  as the  case may be,  in
          accordance  with the  procedures  set forth in this By-Law and, if any
          proposed nomination or business is not in compliance with this By-Law,
          to  declare  that  such  defective  proposal  or  nomination  shall be
          disregarded.

               (2) For purposes of this By-Law, "public announcement" shall mean
          disclosure in a press release  reported by the Dow Jones News Service,
          Associated Press or comparable  national news service or in a document
          publicly  filed by the  Corporation  with the  Securities and Exchange
          Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

               (3)  Notwithstanding  the foregoing  provisions of this By-Law, a
          stockholder shall also comply with all applicable  requirements of the
          Exchange Act and the rules and regulations  thereunder with respect to
          the matters set forth in this By-Law.  Nothing in this By-Law shall be
          deemed to affect any rights (i) of stockholders  to request  inclusion
          of proposals in the  Corporation's  proxy  statement  pursuant to Rule
          14a-8 under the  Exchange  Act or (ii) of the holders of any series of
          Preferred Stock to elect directors under specified circumstances.

     Sec.  7.  RECORD  DATE FOR  ACTION BY  WRITTEN  CONSENT.  In order that the
Corporation  may  determine  the  stockholders  entitled to consent to corporate
action in writing  without a meeting,  the Board of  Directors  may fix a record
date,  which  record date shall not  precede the date upon which the  resolution
fixing the record  date is  adopted  by the Board of  Directors,  and which date
shall not be more than 10 days after the date upon which the  resolution  fixing
the record date is adopted by the Board of Directors.  Any stockholder of record
seeking to have the  stockholders  authorize or take corporate action by written
consent  shall,  by  written  notice  to the  Secretary,  request  the  Board of
Directors to fix a record date. The Board of Directors  shall  promptly,  but in
all events  within 10 days  after the date on which such a request is  received,
adopt a resolution  fixing the record date.  If no record date has been fixed by
the Board of  Directors  within 10 days of the date on which  such a request  is
received,  the record date for determining  stockholders  entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable  law,  shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the  Corporation by delivery to its registered  office in Delaware,
its  principal  place of business or to any officer or agent of the  Corporation
having custody of the book in which  proceedings of meetings of stockholders are
recorded.  Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.  If no record date
has been  fixed by the  Board of  Directors  and  prior  action  by the Board of
Directors  is  required  by  applicable  law,  the record  date for  determining
stockholders  entitled  to consent  to  corporate  action in  writing  without a
meeting  shall be at the  close of  business  on the date on which  the Board of
Directors adopts the resolution taking such prior action.

     Sec. 8. INSPECTORS OF WRITTEN CONSENT. In the event of the delivery, in the
manner  provided  by  Section 7, to the  Corporation  of the  requisite  written
consent or consents to take  corporate  action and/or any related  revocation or
revocations,  the Corporation  shall engage  nationally  recognized  independent
inspectors  of elections  for the purpose of promptly  performing a  ministerial
review of the  validity  of the  consents  and  revocations.  For the purpose of
permitting the inspectors to perform such review,  no action by written  consent
without  a  meeting  shall  be  effective  until  such  date as the  independent
inspectors  certify  to the  Corporation  that  the  consents  delivered  to the
Corporation  in accordance  with Section 7 represent at least the minimum number
of votes that would be necessary to take the corporate action. Nothing contained
in this  paragraph  shall in any way be  construed  to suggest or imply that the
Board of  Directors  or any  stockholder  shall not be  entitled  to contest the
validity  of any consent or  revocation  thereof,  whether  before or after such
certification  by the  independent  inspectors,  or to  take  any  other  action
(including, without limitation, the commencement,  prosecution or defense of any
litigation with respect  thereto,  and the seeking of injunctive  relief in such
litigation).

     Sec. 9. EFFECTIVENESS OF WRITTEN CONSENT.  Every written consent shall bear
the date of signature of each  stockholder  who signs the consent and no written
consent  shall be effective  to take the  corporate  action  referred to therein
unless,  within  60 days of the date the  earliest  dated  written  consent  was
received in accordance with Section 7, a written consent or consents signed by a
sufficient  number  of  holders  to  take  such  action  are  delivered  to  the
Corporation in the manner prescribed in Section 7.

     Sec. 10. INSPECTORS OF ELECTIONS;  OPENING AND CLOSING THE POLLS. The Board
of Directors by resolution shall appoint one or more inspectors, which inspector
or  inspectors  may  include  individuals  who  serve the  Corporation  in other
capacities,  including,  without limitation, as officers,  employees,  agents or
representatives,  to act at the  meetings  of  stockholders  and make a  written
report thereof. One or more persons may be designated as alternate inspectors to
replace any  inspector  who fails to act. If no inspector or alternate  has been
appointed to act or is able to act at a meeting of stockholders, the Chairman of
the meeting  shall appoint one or more  inspectors  to act at the meeting.  Each
inspector, before discharging his duties, shall take and sign an oath faithfully
to execute the duties of inspector with strict impartiality and according to the
best of his ability. The inspectors shall have the duties prescribed by law.

     The Chairman of the meeting  shall fix and announce at the meeting the date
and time of the  opening and the closing of the polls for each matter upon which
the stockholders will vote at a meeting.


                                   ARTICLE II

                                    DIRECTORS

     Sec. 1. NUMBER. The affairs of this Corporation shall be managed by a board
of three to seven directors,  as such number shall be fixed by resolution of the
majority  of the  Board  of  Directors,  who  need  not be  stockholders  of the
Corporation  and at least one of such directors shall be a citizen of the United
States. Until otherwise  determined by the Board of Directors,  the exact number
of directors shall be fixed at four.

     Sec. 2. HOW ELECTED.  At each Annual Meeting of  Stockholders,  the persons
receiving  a  plurality  of the votes  cast for the  number of  directors  to be
elected at such meeting shall be elected as directors.

     Sec.  3.  TERM OF  OFFICE;  VACANCIES.  The term of  office  of each of the
directors shall be one year, and thereafter until his successor has been elected
and  qualified.  Vacancies  in the  Board  occurring  between  Annual  Meetings,
regardless  of  how  such  vacancies  arose,   including  by  reason  of  death,
resignation, retirement, disqualification,  removal from office, creation of new
directorships  resulting from any increase in the number of directors,  or other
cause,  shall be filled for the  unexpired  portion of the term by a majority of
the remaining directors.

     Sec. 4. DUTIES OF  DIRECTORS.  The business and affairs of the  Corporation
shall be managed under the  direction of the Board of Directors.  In addition to
the powers and authorities by these By-Laws  expressly  conferred upon them, the
Board of Directors  may exercise all such powers of the  Corporation  and do all
such  lawful  acts and  things as are not by statute  or by the  Certificate  of
Incorporation  or by  these  ByLaws  required  to be  exercised  or  done by the
stockholders.

     Sec. 5.  DIRECTORS'  MEETINGS.  Regular  meetings of the Board of Directors
shall be held immediately following the Annual Meeting of the Stockholders,  and
at such other times as the Board of Directors may determine. Special Meetings of
the Board of Directors may be called by the President at any time,  and shall be
called by the President or the Secretary upon the written  request of a majority
of the directors.

     Sec.  6. NOTICE OF  MEETINGS.  Notice of  meetings,  other than the regular
Annual Meetings, shall be given to each director at his business or residence in
writing by hand  delivery,  first-class  or overnight  mail or courier  service,
telegram, e-mail or facsimile transmission, or orally by telephone. If mailed by
first-class  mail,  such  notice  shall  be  deemed  adequately  delivered  when
deposited in the United States mails so addressed, with postage thereon prepaid,
at least five (5) days before such meeting.  If by telegram,  overnight  mail or
courier  service,  such notice  shall be deemed  adequately  delivered  when the
telegram is delivered to the telegraph company or the notice is delivered to the
overnight  mail or courier  service  company at least two (2) days  before  such
meeting.  If by e-mail or facsimile  transmission,  telephone or hand  delivery,
such notice shall be deemed adequately  delivered when the notice is transmitted
at least  twelve (12) hours  before  such  meeting.  Neither the  business to be
transacted  at, nor the purpose of, any regular or special  meeting of the Board
of Directors need be specified in the notice of such meeting.  At any meeting at
which every member of the Board of  Directors  shall be present,  although  held
without notice,  any business may be transacted which might have been transacted
if the meeting had been duly called.

     Sec. 7. QUORUM. At any meeting of the Board of Directors, a majority of the
members of the Board shall  constitute a quorum for the transaction of business;
but in the event of a quorum not being present,  a lesser number may adjourn the
meeting to some future time, not more than 15 days later.

     Sec. 8. VOTING. At all meetings of the Board of Directors, each director is
to have one vote,  irrespective  of the  number  of shares of stock  that he may
hold.

     Sec.  9.  REMOVAL OF  DIRECTORS.  Any one or more of the  directors  may be
removed either with or without cause, at any time by a vote of the  stockholders
holding two-thirds of the stock, at any Special Meeting called for the purpose.


                                   ARTICLE III

                                    OFFICERS

     Sec. 1. NUMBER. The officers of this Corporation shall be:

          1. Chairman of the Board of Directors;  if one is elected by the Board
     of Directors.

          2. President

          3. One or more Vice Presidents

          4. Secretary

          5. Treasurer

     The Board of Directors may appoint a Vice-Chairman, Controller, one or more
Assistant Controllers,  one or more Assistant Treasurers,  one or more Assistant
Secretaries,  and such other officers as it may from time to time determine. Two
or more offices (other than those of President and Secretary) may be held by the
same person.

     Sec. 2. ELECTION. All officers of the Corporation shall be elected annually
by the Board of Directors at its meeting held  immediately  after the Meeting of
Stockholders,  and shall  hold  office  for the term of one year or until  their
successors are duly elected.

     Sec. 3. DUTIES OF  OFFICERS.  The duties and powers of the  officers of the
Corporation shall be an follows:

                              CHAIRMAN OF THE BOARD

     The  Chairman of the Board of Directors  shall be an  executive  officer of
Corporation,  serve ex  officio as a member of every  committee  of the Board of
Directors,  preside at all meetings of the Board of Directors and  Stockholders,
and perform such other executive duties as the Board shall designate.

                                    PRESIDENT

     The President may be the chief  executive  officer of the  Corporation  and
shall have  general  charge of the  business  and  affairs  of the  Corporation,
subject, however, to the direction of the Board of Directors.

     He shall present at each Annual Meeting of the Stockholders and Directors a
report on the condition of the Corporation's business.

     He shall appoint and remove, employ and discharge, and fix the compensation
of all servants,  agents, employees and clerks of the Corporation other than the
duly  appointed  officers.  He may  sign and  make  all  contracts,  agreements,
obligations,  evidences  of  indebtedness  and  guarantees  in the  name  of the
Corporation unless otherwise resolved by the Board of Directors.

     He may sign all  notes,  drafts  or bills of  exchange,  warrants  or other
orders  for the  payment of money,  unless  otherwise  resolved  by the Board of
Directors.

     He shall  perform  all the duties  incident to the  position  and office of
President, and which are required by law.

                                 VICE PRESIDENT

     Each Vice  President  shall  have such  powers  and  duties as the Board of
Directors may from time to time  prescribe.  During the absence and inability of
both the  Chairman of the Board and the  President  to render and perform  their
duties or exercise  their  powers,  as set forth in these By-Laws or in the acts
under which this  Corporation  is  organized,  the same shall be  performed  and
exercised by the Vice  President  (or if there is more than one Vice  President,
then that one  designated  by the Board of  Directors);  and when so acting,  he
shall have all the powers  and be  subject  to all the  responsibilities  hereby
given to or imposed upon such Chairman of the Board and the President.

                                    SECRETARY

     The  Secretary  shall  keep the  minutes  of the  Meetings  of the Board of
Directors and of the Stockholders in appropriate  books. He shall give and serve
all  notices  of the  Corporation,  unless  otherwise  resolved  by the Board of
Directors.

     He shall be custodian of the records and of the seal,  and affix the latter
when required, unless otherwise resolved by the Board of Directors.

     He shall attend to all  correspondence  and perform all duties  incident to
the office of  Secretary,  subject,  however,  to the  direction of the Board of
Directors.

                                    TREASURER

     The Treasurer shall have the care and custody of and be responsible for all
the funds and securities of the  Corporation,  and deposit all such funds in the
name of the Corporation in such bank or banks,  trust company or trust companies
or safe deposit vaults as the Board of Directors may designate.

     He shall sign,  make and endorse in the name of the Corporation all checks,
drafts, warrants and orders for the payment of money, and pay out and dispose of
same and receipt therefor,  under the direction of the President or the Board of
Directors.

     He shall  exhibit at all  reasonable  times his books and  accounts  to any
director or stockholder of the Corporation upon application at the office of the
Corporation during business hours.

     He  shall  render a  statement  of the  condition  of the  finances  of the
Corporation at each regular meeting of the Board of Directors, and at such other
times as shall be required  of him,  and a full  financial  report at the Annual
meeting of Stockholders.

     He shall keep at the office of the Corporation  correct books of account of
all its business and  transactions  and such other books of account as the Board
of  Directors  may require.  He shall do and perform all duties  incident to the
office  of  Treasurer,  subject,  however,  to the  direction  of the  Board  of
Directors.

     Sec. 4. BOND.  Any officer,  if required by the Board of  Directors,  shall
give to the Corporation a bond or other such security for the faithful discharge
of his duties as the Board may direct.

     Sec. 5. VACANCIES,  HOW FILLED. All vacancies in any office shall be filled
by the Board of Directors  without undue delay, at its regular meeting,  or at a
meeting specially called for that purpose.

     Sec. 6. COMPENSATION OF OFFICERS. The officers shall receive such salary or
compensation as may be determined by the Board of Directors.

     Sec. 7. REMOVAL OF OFFICERS. The Board of Directors may remove any officer,
by a majority vote, at any time with or without cause.


                                   ARTICLE IV

                                      SEAL

     Sec. 1. SEAL.  The corporate  seal shall have  enscribed  thereon the words
"Corporate  Seal", the year of  incorporation  and around the margin thereof the
words "Advanced Photonix, Inc. -- Delaware."


                                    ARTICLE V

                              CERTIFICATES OF STOCK

     Sec. 1. DESCRIPTION OF STOCK CERTIFICATES.  The certificates of stock shall
be numbered and registered in the order in which they are issued.  They shall be
bound in a book and shall be issued in consecutive  order therefrom,  and in the
margin thereof shall be entered the name of the person owning the shares therein
represented,  with the number of shares and the date thereof.  Such certificates
shall exhibit the holder's  name and the number of shares.  They shall be signed
by the  President  or Vice  President  and  countersigned  by the  Secretary  or
Treasurer  and sealed  with the seal of the  Corporation.  In lieu of any of the
aforesaid  signatures  of the  officers  of  the  Corporation  or of  its  seal,
facsimile signatures or seal may be used.

     Sec. 2. TRANSFER OF STOCK. The stock of the Corporation shall be
assignable and transferable on the books of the Corporation only by the person
in whose name it appears on the books or his legal representatives. In case of
transfer by attorney, the power of attorney, duly executed and acknowledged,
shall be deposited with the Secretary. In all cases of transfer, the former
certificate must be surrendered up and cancelled before a new certificate is
issued unless other provision is made by resolution by the Board of Directors.
Notwithstanding any provisions of these By-Laws to the contrary, the Corporation
by resolution of the Board of Directors may appoint a transfer agent and/or
registrar in connection with the issuance of its stock and the keeping of the
records relating thereto, upon such terms and conditions as are deemed
appropriate by said Board in its discretion.


                                   ARTICLE VI

                                    DIVIDENDS

     Sec. 1. WHEN  DECLARED.  The Board of  Directors  may vote to declare  cash
dividends  from  the  surplus  profits  of the  Corporation  whenever,  in their
opinion, the condition of the Corporation's affairs will render it expedient for
such dividends to be declared.


                                   ARTICLE VII

                               BILLS, NOTES, ETC.

     Sec. 1. HOW MADE.  All bills  payable,  notes,  checks or other  negotiable
instruments of the Corporation  shall be made in the name of the Corporation and
shall be signed by the Chairman,  President or an Executive  Vice  President and
countersigned  by the  Secretary  or  Treasurer.  No  officer  or  agent  of the
Corporation,  either singly or jointly with others, shall have the power to make
any bills payable, note, check, draft or warrant or other negotiable instrument,
or endorse the same in the name of the  Corporation,  or contract or cause to be
contracted  any debt or liability  in the name or on behalf of the  Corporation,
except as herein  expressly  prescribed  and  provided,  unless  authorized by a
resolution of the Board of Directors.




<PAGE>



                                  ARTICLE VIII

                          INDEMNIFICATION AND INSURANCE

     Sec. 1. INDEMNIFICATION AND INSURANCE.

     (A) Each  person who was or is made a party or is  threatened  to be made a
party to or is involved in any  action,  suit,  or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason of the fact that he or a person of whom he is the legal representative is
or was a  director  or officer of the  Corporation  or is or was  serving at the
request of the Corporation as a director,  officer, employee or agent of another
corporation  or of a  partnership,  joint  venture,  trust or other  enterprise,
including service with respect to employee benefit plans maintained or sponsored
by the Corporation, whether the basis of such proceeding is alleged action in an
official  capacity  as a  director,  officer,  employee or agent or in any other
capacity  while  serving as a director,  officer,  employee  or agent,  shall be
indemnified  and  held  harmless  by  the  Corporation  to  the  fullest  extent
authorized by the General  Corporation  Law of the State of Delaware as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment  permits the  Corporation  to provide  broader
indemnification  rights than said law permitted the Corporation to provide prior
to  such  amendment),   against  all  expense,  liability  and  loss  (including
attorneys,  fees, judgments,  fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such  indemnification  shall continue as to a person
who has ceased to be a director,  officer,  employee or agent and shall inure to
the benefit of his heirs, executors and administrators;  provided, however, that
except as  provided in  paragraph  (C) of this  By-Law,  the  Corporation  shall
indemnify  any  such  person  seeking   indemnification  in  connection  with  a
proceeding  (or part thereof)  initiated by such person only if such  proceeding
(or part  thereof)  was  authorized  by the  Board of  Directors.  The  right to
indemnification  conferred  in this By-Law  shall be a contract  right and shall
include  the  right  to be paid by the  Corporation  the  expenses  incurred  in
defending any such proceeding in advance of its final disposition, such advances
to be  paid  by  the  Corporation  within  20  days  after  the  receipt  by the
Corporation  of a statement  or  statements  from the claimant  requesting  such
advance or advances from time to time;  provided,  however,  that if the General
Corporation Law of the State of Delaware requires,  the payment of such expenses
incurred by a director or officer in his  capacity as a director or officer (and
not in any other  capacity  in which  service  was or is rendered by such person
while a  director  or  officer,  including,  without  limitation,  service to an
employee  benefit  plan) in advance of the final  disposition  of a  proceeding,
shall be made only upon delivery to the  Corporation  of an undertaking by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately  be  determined  that such  director or officer is not entitled to be
indemnified under this By-Law or otherwise.

     (B) To obtain indemnification under this By-Law, a claimant shall submit to
the  Corporation  a  written  request,   including  therein  or  therewith  such
documentation and information as is reasonably  available to the claimant and is
reasonably  necessary  to  determine  whether and to what extent the claimant is
entitled  to   indemnification.   Upon   written   request  by  a  claimant  for
indemnification  pursuant  to the  first  sentence  of  this  paragraph  (B),  a
determination,  if required by applicable  law,  with respect to the  claimant's
entitlement thereto shall be made as follows:  (1) if requested by the claimant,
by Independent Counsel (as hereinafter defined), or (2) if no request is made by
the claimant for a  determination  by Independent  Counsel,  (i) by the Board of
Directors by a majority vote of a quorum  consisting of Disinterested  Directors
(as  hereinafter  defined),  or (ii)  if a  quorum  of the  Board  of  Directors
consisting of Disinterested  Directors is not obtainable or, even if obtainable,
such quorum of Disinterested  Directors so directs,  by Independent Counsel in a
written opinion to the Board of Directors, a copy of which shall be delivered to
the claimant, or (iii) if a quorum of Disinterested Directors so directs, by the
stockholders of the Corporation.  In the event the  determination of entitlement
to  indemnification  is to be made by Independent  Counsel at the request of the
claimant,  the  Independent  Counsel shall be selected by the Board of Directors
unless  there  shall have  occurred  within  two years  prior to the date of the
commencement  of the action,  suit or proceeding  for which  indemnification  is
claimed a "Change of Control" (as defined below),  in which case the Independent
Counsel shall be selected by the claimant unless the claimant shall request that
such  selection be made by the Board of Directors.  If it is so determined  that
the claimant is entitled to  indemnification,  payment to the claimant  shall be
made within 10 days after such determination.

     (C) If a claim  under  paragraph  (A) of this By-Law is not paid in full by
the  Corporation  within thirty days after a written claim pursuant to paragraph
(B) of this By-Law has been received by the Corporation, the claimant may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim and,  if  successful  in whole or in part,  the  claimant  shall be
entitled to be paid also the expense of  prosecuting  such claim.  It shall be a
defense to any such action (other than an action  brought to enforce a claim for
expenses   incurred  in  defending  any  proceeding  in  advance  of  its  final
disposition  where  the  required  undertaking,  if any is  required,  has  been
tendered  to the  Corporation)  that the  claimant  has not met the  standard of
conduct  which makes it  permissible  under the General  Corporation  Law of the
State of Delaware for the  Corporation  to indemnify the claimant for the amount
claimed,  but the burden of proving  such defense  shall be on the  Corporation.
Neither  the  failure  of the  Corporation  (including  its Board of  Directors,
Independent  Counsel or stockholders) to have made a determination  prior to the
commencement  of such action that  indemnification  of the claimant is proper in
the  circumstances  because he has met the  applicable  standard  of conduct set
forth in the General  Corporation  Law of the State of  Delaware,  nor an actual
determination by the Corporation (including its Board of Directors,  Independent
Counsel or stockholders) that the claimant has not met such applicable  standard
of conduct,  shall be a defense to the action or create a  presumption  that the
claimant has not met the applicable standard of conduct.

     (D) If a  determination  shall have been made  pursuant to paragraph (B) of
this By-Law that the claimant is entitled to  indemnification,  the  Corporation
shall  be bound  by such  determination  in any  judicial  proceeding  commenced
pursuant to paragraph (C) of this By-Law.

     (E) The  Corporation  shall be  precluded  from  asserting  in any judicial
proceeding  commenced  pursuant  to  paragraph  (C)  of  this  By-Law  that  the
procedures  and  presumptions  of  this  By-Law  are  not  valid,   binding  and
enforceable and shall stipulate in such proceeding that the Corporation is bound
by all the provisions of this By-Law.

     (F) The right to  indemnification  and the payment of expenses  incurred in
defending a  proceeding  in advance of its final  disposition  conferred in this
By-Law  shall not be  exclusive  of any other right which any person may have or
hereafter   acquire  under  any  statute,   provision  of  the   Certificate  of
Incorporation,   By-Laws,  agreement,  vote  of  stockholders  or  Disinterested
Directors or otherwise.  No repeal or  modification  of this By-Law shall in any
way diminish or adversely affect the rights of any director,  officer,  employee
or agent of the  Corporation  hereunder in respect of any  occurrence  or matter
arising prior to any such repeal or modification.

     (G) The  Corporation  may maintain  insurance,  at its expense,  to protect
itself  and any  director,  officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the General  Corporation Law of the State of Delaware.  To the extent that
the Corporation maintains any policy or policies providing such insurance,  each
such  director  or officer,  and each such agent or employee to which  rights to
indemnification  have been granted as provided in paragraph  (H) of this By-Law,
shall be covered by such  policy or  policies  in  accordance  with its or their
terms to the maximum  extent of the coverage  thereunder  for any such director,
officer, employee or agent.

     (H) The Corporation may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification,  and rights to be paid by
the Corporation the expenses  incurred in defending any proceeding in advance of
its  final  disposition,  to any  employee  or agent of the  Corporation  to the
fullest   extent  of  the   provisions  of  this  By-Law  with  respect  to  the
indemnification  and  advancement  of expenses of directors  and officers of the
Corporation.

     (I) If any  provision  or  provisions  of this  By-Law  shall be held to be
invalid,  illegal or unenforceable for any reason whatsoever:  (1) the validity,
legality  and  enforceability  of  the  remaining   provisions  of  this  By-Law
(including,  without  limitation,  each portion of any  paragraph of this By-Law
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself held to be invalid, illegal or unenforceable) shall not in any way
be affected or impaired  thereby;  and (2) to the fullest extent  possible,  the
provisions of this By-Law (including,  without limitation,  each such portion of
any paragraph of this By-Law  containing  any such provision held to be invalid,
illegal or unenforceable)  shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

     (i) For purposes of this By-Law:

          (1)  "Disinterested  Director" means a director of the Corporation who
     is  not  and  was  not  a  party  to  the   matter  in   respect  of  which
     indemnification is sought by the claimant.

          (2) "Independent Counsel" means a law firm, a member of a law firm, or
     an independent practitioner,  that is experienced in matters of corporation
     law and shall  include any person who,  under the  applicable  standards of
     professional conduct then prevailing, would not have a conflict of interest
     in  representing  either the  Corporation  or the  claimant in an action to
     determine the claimant's rights under this By-Law.

          (3) "Change of Control" means:

               (a) The  acquisition by any  individual,  entity or group (within
          the meaning of Section  13(d)(3) or 14(d)(2) of the  Exchange  Act) (a
          "Person") of  beneficial  ownership  (within the meaning of Rule 13d-3
          promulgated  under the Exchange  Act) of 30% or more of either (i) the
          then  outstanding  shares  of  common  stock of the  Corporation  (the
          "Outstanding  Common Stock") or (ii) the combined  voting power of the
          then outstanding voting securities of the Corporation entitled to vote
          generally  in the  election  of  directors  (the  "Outstanding  Voting
          Securities");  provided, however, that for purposes of this subsection
          (a),  the  following  acquisitions  shall not  constitute  a Change of
          Control: (i) any acquisition  directly from the Corporation,  (ii) any
          acquisition by the Corporation,  (iii) any acquisition by any employee
          benefit  plan  (or  related  trust)  sponsored  or  maintained  by the
          Corporation or any  corporation  controlled by the Corporation or (iv)
          any  acquisition by any  corporation  pursuant to a transaction  which
          complies with clauses (i), (ii) and (iii) of subsection (c); or

               (b) Individuals who, as of the date hereof,  constitute the Board
          (the "Incumbent  Board") cease for any reason to constitute at least a
          majority of the Board; provided, however, that any individual becoming
          a director subsequent to the date hereof whose election, or nomination
          for election by the Corporation's stockholders, was approved by a vote
          of at least a majority of the directors then  comprising the Incumbent
          Board shall be considered as though such  individual  were a member of
          the  Incumbent  Board,  but  excluding,  for  this  purpose,  any such
          individual whose initial assumption of office occurs as a result of an
          actual or threatened  election contest with respect to the election or
          removal of  directors or other actual or  threatened  solicitation  of
          proxies or consents by or on behalf of a Person  other than the Board;
          or

               (c) Consummation of a reorganization,  merger or consolidation or
          sale or other disposition of all or substantially all of the assets of
          the  Corporation  (a "Business  Combination"),  in each case,  unless,
          following such Business  Combination,  (i) all or substantially all of
          the  individuals   and  entities  who  were  the  beneficial   owners,
          respectively,  of the Outstanding  Common Stock and Outstanding Voting
          Securities immediately prior to such Business Combination beneficially
          own, directly or indirectly, more than 50% of, respectively,  the then
          outstanding  shares of common stock and the  combined  voting power of
          the then outstanding  voting securities  entitled to vote generally in
          the  election  of  directors,  as the case may be, of the  corporation
          resulting   from  such  Business   Combination   (including,   without
          limitation,  a corporation  which as a result of such transaction owns
          the  Corporation  or all  or  substantially  all of the  Corporation's
          assets  either  directly  or  through  one or  more  subsidiaries)  in
          substantially  the same  proportions as their  ownership,  immediately
          prior to such Business Combination of the Outstanding Common Stock and
          Outstanding  Voting  Securities,  as the case may be,  (ii) no  Person
          (excluding any corporation resulting from such Business Combination or
          any employee  benefit plan (or related  trust) of the  Corporation  or
          such   corporation   resulting   from   such   Business   Combination)
          beneficially   owns,   directly  or   indirectly,   30%  or  more  of,
          respectively,  the then  outstanding  shares  of  common  stock of the
          corporation  resulting from such Business  Combination or the combined
          voting  power  of the  then  outstanding  voting  securities  of  such
          corporation  except to the extent that such ownership existed prior to
          the Business  Combination and (iii) at least a majority of the members
          of the  board of  directors  of the  corporation  resulting  from such
          Business  Combination  were members of the Incumbent Board at the time
          of the  execution  of the initial  agreement,  or of the action of the
          Board, providing for such Business Combination; or

               (d) Approval by the stockholders of the Corporation of a complete
          liquidation or dissolution of the Corporation.

     (J) Any notice,  request or other communication required or permitted to be
given to the  Corporation  under  this  By-Law  shall be in  writing  and either
delivered  in person or sent by telecopy,  telex,  telegram,  overnight  mail or
courier  service,  or certified or  registered  mail,  postage  prepaid,  return
receipt  requested,  to the Secretary of the  Corporation and shall be effective
only upon receipt by the Secretary.


                                   ARTICLE IX

                                   AMENDMENTS

     Sec. 1. HOW AMENDED.  These  By-Laws may be altered,  amended,  repealed or
added to by an affirmative vote of the  stockholders  representing a majority of
the whole  capital stock  entitled to vote at an Annual  Meeting or at a Special
Meeting  called for that purpose  provided  that written  notice shall have been
sent to each  stockholder  or mailed to him at his post office address of known,
at least 10 days before the date fixed for such  meeting.  The notice  shall set
forth the  alterations,  amendments  or changes which are proposed to be made in
such By-Laws or in lieu thereof  shall set forth a brief  summary of the changes
to be effected therein.  If, however,  all the stockholders  shall be present at
any regular or Special Meeting, these By-Laws may be amended by a unanimous vote
without any previous  notice.  Notwithstanding  the above,  these By-Laws may be
altered,  amended,  repealed  or added  to by the  affirmative  vote  taken at a
regular or Special Meeting of the Board of Directors.


                                    ARTICLE X

                                  MISCELLANEOUS

     Sec. 1.  VARIATIONS IN PRONOUNS.  All pronouns and any  variations  thereof
refer to the  masculine,  feminine or neither,  and  singular or plural,  as the
identity of the person or persons may require.

     Sec. 2. FISCAL YEAR. The fiscal year of the Corporation shall start on such
date as the Board of Directors shall from time to time prescribe.