<PAGE>
                                                                    EXHIBIT 3.2

                           K-TRON INTERNATIONAL, INC.


                                      * * *


                                     BY-LAWS
                          (Effective October 16, 2001)


                                      * * *


                                   ARTICLE I

                                    OFFICES

         Section 1. The registered office of the corporation shall be located at
28 West State Street, Trenton, New Jersey 08608, unless otherwise established by
a vote of the majority of the board of directors in office and a statement of
change is filed in the manner provided by statute.

         Section 2. The corporation may also have offices at such other places
both within and without the State of New Jersey as the board of directors may
from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                         ANNUAL MEETINGS OF SHAREHOLDERS

         Section 1. The annual meeting of shareholders for the election of
directors shall be held at the registered office of the corporation or at such
other place within or without the State of New Jersey as shall be fixed by the
board of directors.

         Section 2. Annual meetings of shareholders shall be held on the first
Friday of May, if not a legal holiday, and if a legal holiday, then on the next
secular day following, at 11:00 A.M., or at such other date and time as shall be
fixed by the board of directors and stated in the notice of meeting, at which
the shareholders shall elect, by a plurality vote, directors to the class of
directors whose term of office is then expiring and shall transact such other
business as may properly be brought before the meeting.

         Section 3. Written notice of the annual meeting stating the time, place
and purpose or purposes of the meeting shall be given not less than ten nor more
than sixty days before the date of the meeting, either personally or by mail, to
each shareholder of record entitled to vote at such meeting.

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                                  ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

         Section 1. Special meetings of shareholders for any purpose may be held
at such time and place within or without the State of New Jersey as shall be
fixed by the board of directors.

         Section 2. Special meetings of shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman of the board of directors, the
president, the board of directors or the holders of not less than seventy-five
percent (75%) of all the shares entitled to vote at the meeting.

         Section 3. Written notice of a special meeting stating the time, place
and purpose or purposes for which the meeting is called shall be given not less
than ten nor more than sixty days before the date of the meeting, either
personally or by mail, to each shareholder of record entitled to vote at such
meeting.

         Section 4. Business transacted at any special meeting shall be confined
to the purpose or purposes stated in the notice thereof.

                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

         Section 1. The holders of shares entitled to cast a majority of the
votes at a meeting, represented in person or by proxy, shall constitute a quorum
at all meetings of the shareholders for the transaction of business except as
otherwise provided by statute or by the certificate of incorporation. If,
however, such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders present in person or represented by proxy shall
have the power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally called.

         Section 2. If a quorum is present, the affirmative vote of a majority
of the votes cast at the meeting shall be the act of the shareholders unless a
greater plurality is required by law or the certificate of incorporation. The
shareholders present in person or by proxy at a duly organized meeting may
continue to do business notwithstanding the withdrawal of enough shareholders to
leave less than a quorum.

         Section 3. Each outstanding share of stock having voting power shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, unless otherwise provided in the certificate of incorporation. A
shareholder may vote either in person or by proxy executed in writing by the
shareholder or by his agent.


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         In all elections for directors every shareholder entitled to vote shall
have the right to vote, in person or by proxy, the number of shares owned by
him, for as many persons properly nominated for election as there are directors
to be elected and for whose election he has a right to vote.

         Section 4. Except as otherwise provided by the certificate of
incorporation, directors shall be elected by a plurality of votes cast at an
election.

         Section 5. No action which may be taken at a meeting of shareholders or
of a class of shareholders may be taken without a meeting except by unanimous
written consent of all shareholders.

                                   ARTICLE V

                                   DIRECTORS

         Section 1. The board of directors shall consist of seven directors or
of such other number of directors as shall be fixed from time to time by
resolution of the board, adopted by a vote of three-fourths of the directors
then in office, even if less than a quorum. Directors need not be residents of
the State of New Jersey nor shareholders of the corporation.


         Each director shall have a single vote of equal value with respect to
all matters voted upon by the board.


         The board of directors shall be divided into four classes, which shall
be as nearly equal in number as possible. Directors of each class shall serve
for a term of four years and until their successors shall have been elected and
qualified. The four initial classes of directors shall be comprised as follows:


              Class I shall be comprised of a director who shall serve until the
         annual meeting of shareholders in 1986 and until his or her successor
         shall have been elected and qualified.


              Class II shall be comprised of two directors who shall serve until
         the annual meeting of shareholders in 1987 and until their successors
         shall have been elected and qualified.


              Class III shall be comprised of two directors who shall serve
         until the annual meeting of shareholders in 1988 and until their
         successors shall have been elected and qualified.


              Class IV shall be comprised of two directors who shall serve until
         the annual meeting of shareholders in 1989 and until their successors
         shall have been elected and qualified.


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         Section 2. Any director or member of a committee may resign at any
time. Such resignation shall be made in writing and shall take effect at the
time of its receipt by the chairman of the board of directors, the president or
the secretary, or if a time subsequent to such receipt be specified therein,
then at the time specified. The acceptance of a resignation shall not be
necessary to make it effective.

         Section 3. Directors may not be removed without cause for any reason.
No decrease or increase in the size of the board shall shorten or otherwise
affect the term of any incumbent director.

         Section 4. A person shall be appointed or elected a director to fill a
vacancy in the board of directors (including any vacancy resulting from any
increase in the authorized number of directors) only by a vote of a majority of
the directors then in office, even if less than a quorum, and any director so
elected shall hold office until the next election of the class for which such
director shall have been elected and until a successor shall have been elected
and qualified.

         Section 5. No person may be nominated for election as a director by a
shareholder at an annual or special meeting unless written notice of such
shareholder's intent to make such nomination has been given, either by personal
delivery or by United States mail, postage prepaid, to the secretary of the
corporation at the principal executive offices of the corporation not later than
(a) with respect to an election to be held at an annual meeting of shareholders,
ninety days in advance of such meeting, and (b) with respect to an election to
be held at a special meeting of shareholders for the election of directors, the
close of business on the seventh day following the date on which notice of such
meeting is first given to shareholders. Each such notice shall set forth: (i)
the name and address of the shareholder who intends to make the nomination and
of the person or persons to be nominated; (ii) a representation that the
shareholder is a holder of record of stock of the corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (iii) a description of
all arrangements or understandings between the shareholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the shareholder; (iv) such other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had the nominee been nominated, or
intended to be nominated, by the board of directors; and (v) the consent of each
nominee to serve as a director of the corporation if so elected. The chairman of
the meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

         Section 6. The business and affairs of the corporation shall be managed
by or under the direction of its board of directors which 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 by-laws directed or
required to be exercised or done by the shareholders.


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         Section 7. The directors may keep the books and records of the
corporation, except such as are required by law to be kept within the state,
outside of the State of New Jersey, at such place or places as they may from
time to time determine.

         Section 8. The board of directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 1. Meetings of the board of directors, regular or special, may
be held either within or without the State of New Jersey.

         Section 2. Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board. Any notice that may be required to be
given need not be given to any director who signs a waiver of notice, whether
before or after the meeting.

         Section 3. Special meetings of the board of directors shall be held
whenever called by the chairman of the board of directors or the president, and
special meetings shall be called by the chairman of the board of directors, the
president or the secretary on the written request of two directors. Notice of
any such meeting shall be given to each director by telephone or in writing at
least 24 hours (in the case of notice by telephone) or 48 hours (in the case of
notice by telegram, telex, telecopier, telefax or other facsimile transmission)
or 10 days (in the case of notice by mail) before the time at which the meeting
is to be held. Each such notice shall state the time and place of the meeting to
be so held. Notice need not be given to any director who signs a waiver of
notice, whether before or after the meeting.

         Section 4. Where appropriate communication facilities are reasonably
available, any or all directors shall have the right to participate in all or
any part of a meeting of the board or a committee of the board by means of
conference telephone or any means of communication by which all persons
participating in the meeting are able to hear each other.

         Section 5. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.

         Section 6. 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 or waiver of notice of such meeting. Notice of an adjourned
meeting, whether regular or special, need not be given if the time and place are
fixed at the meeting adjourning and if the period of adjournment does not exceed
ten days.


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         Section 7. A majority of the entire board, or of any committee thereof,
shall constitute a quorum for the transaction of business at any board or
committee meeting unless a greater or lesser number is required by statute or by
the certificate of incorporation, except that when the entire board or a
committee thereof consists of one director, then one director shall constitute a
quorum. The act of a majority of the directors present at any meeting at which a
quorum is present shall be the act of the board of directors or of the
committee, unless the act of a greater or lesser number is required by statute
or by the certificate of incorporation.


         If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 8. Unless otherwise provided by the certificate of
incorporation, any action required or permitted to be taken at a meeting of the
board, or any committee thereof, shall be deemed the action of the board of
directors or of a committee thereof, if all directors or committee members, as
the case may be, execute either before or after the action is taken, a written
consent thereto, and the consent is filed with the minutes of the proceedings of
the board or committee.

                                  ARTICLE VII

                      EXECUTIVE COMMITTEE; OTHER COMMITTEES

         Section 1. The board of directors may, by resolution adopted by a
majority of the entire board, designate an executive committee and one or more
other committees, each committee to consist of one or more directors. Any such
committee, to the extent provided in such resolution, shall have and exercise
all of the authority of the board of directors, except that no such committee
shall (a) make, alter or repeal any by-law of the corporation; (b) elect or
appoint any director, or remove any officer or director; (c) submit to
shareholders any action that requires their approval; or (d) amend or repeal any
resolution theretofore adopted by the board which by its terms is amendable or
repealable only by the board. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
board of directors. In addition to designating such committees, the board of
directors may, by resolution adopted by a majority of the entire board, fill any
vacancy in any such committee; appoint one or more directors to serve as
alternate members of any such committee, to act in the absence or disability of
members of any such committee with all the powers of such absent or disabled
members; abolish any such committee at its pleasure; and remove any director
from membership on such committee at any time, with or without cause.

         Each committee of the board of directors formed pursuant to this
section shall keep regular minutes of its meetings, and actions taken at a
meeting of any such committee shall be reported to the board at its next meeting
following such committee meeting; except that, when the meeting of the board is
held within 2 days after the committee meeting, such report shall, if not made
at the first meeting, be made to the board at its second meeting following such
committee meeting unless otherwise required by law to be earlier reported. If
the committee



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report to the board is reflected in the minutes of the meeting of the board,
this shall be sufficient to satisfy the requirement for regular minutes of the
committee meeting.


                                  ARTICLE VIII

                                     NOTICES

         Section 1. Whenever, under the provisions of any statute or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or shareholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given in accordance with section 3 of Article VI
hereof.

         Section 2. Whenever any notice whatever is required to be given under
the provisions of any statute or under the provisions of the certificate of
incorporation or these by-laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

         Section 1. The officers of the corporation shall be elected by the
board of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also elect a chairman and a vice-chairman
(who shall not be officers of the corporation unless so designated by the board
of directors in the resolution electing such persons), additional
vice-presidents and one or more assistant secretaries and assistant treasurers.
In the absence of the chairman of the board, the vice-chairman, if there be one,
shall preside at all meetings of directors or shareholders unless otherwise
determined by the board.

         Section 2. The board of directors at its first meeting after each
annual meeting of shareholders shall elect a president, one or more
vice-presidents, a secretary and a treasurer, none of whom need be a member of
the board.

         Section 3. The board of directors may elect such other officers and
agents as it shall deem necessary who shall hold their offices for such terms as
shall be designated by the board and who shall exercise such powers and perform
such duties as shall be determined from time to time by the board of directors
or by the president.

         Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.


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         Section 5. Any officer may resign at any time. Such resignation shall
be made in writing and shall take effect upon receipt thereof by the corporation
or at such subsequent time as shall be specified therein. The acceptance of a
resignation shall not be necessary to make it effective.

         Section 6. Each officer of the corporation shall hold office until his
successor is elected and qualifies, except in the event of his death,
resignation or removal. Any officer may be removed at any time with or without
cause by the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors. Any two or more offices
may be held by the same person.

                            THE CHAIRMAN OF THE BOARD

         Section 7. The chairman of the board of directors shall preside at all
meetings of the shareholders and board of directors if present thereat, and he
shall have and perform such other duties as from time to time may be assigned to
him by the board of directors or as may be specified elsewhere in these by-laws.

                                  THE PRESIDENT

         Section 8. The president shall be the chief executive officer of the
corporation and shall have the general powers and duties of supervision and
management usually vested in the office of the chief executive officer of a
corporation. He shall have general and active management, supervision, direction
and control of the business of the corporation, subject to the policies and
direction of the board of directors, shall see that all orders and resolutions
of the board of directors are carried into effect and shall supervise and direct
all officers and employees of the corporation, but may delegate in his
discretion any of his powers to any officer or such other executives as he may
designate. In the absence or non-election of the chairman of the board of
directors and any vice-chairman, the president shall preside at all meetings of
the shareholders if present thereat and at all meetings of the board of
directors (if a member).

         Section 9. The president shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

         Section 10. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors or the president may from time to time
prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 11. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation


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and of the board of directors in a book to be kept for that purpose and shall
perform like duties for any committees of the board of directors when requested.
He shall give, or cause to be given, notice of all meetings of the shareholders
and special meetings of the board of directors, and shall perform such other
duties as may be prescribed by the board of directors or the president, under
whose supervision he shall be. He shall have custody of the corporate seal of
the corporation and he, or an assistant secretary, shall have authority to affix
the same to any instrument requiring it and when so affixed, it may be attested
by his signature or by the signature of such assistant secretary. The board of
directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.

         Section 12. The assistant secretary, or if there shall be more than
one, the assistant secretaries in the order determined by the board of directors
or the chairman of the board of directors, shall, in the absence or disability
of the secretary, perform the duties and exercise the powers of the secretary
and shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 13. The treasurer shall have custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 14. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the chairman of the board of directors and
the president upon request and also to the board of directors, at its regular
meetings, or when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the corporation.

         Section 15. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

         Section 16. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.



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                                   ARTICLE X

                     INDEMNIFICATION OF DIRECTORS, OFFICERS
                      AND OTHER AUTHORIZED REPRESENTATIVES

         Section 1. Scope of Indemnification.

         (a) The corporation shall indemnify an indemnified representative
against any liability incurred in connection with any proceeding in which the
indemnified representative may be involved as a party or otherwise, by reason of
the fact that such person is or was serving in an indemnified capacity,
including without limitation liabilities resulting from any actual or alleged
breach or neglect of duty, error, misstatement or misleading statement,
negligence, gross negligence or act giving rise to strict or products liability,
except to the extent that any such indemnification against a particular
liability is expressly prohibited by applicable law or where a judgment or other
final adjudication adverse to the indemnified representative establishes that
his or her acts or omissions (i) were in breach of such person's duty of loyalty
to the corporation or its shareholders, (ii) were not in good faith or involved
a knowing violation of law or (iii) resulted in receipt by such person of an
improper personal benefit.

         (b) If an indemnified representative is not entitled to indemnification
in respect of a portion of any liabilities to which such person may be subject,
the corporation shall nonetheless indemnify such indemnified representative to
the maximum extent for the remaining portion of the liabilities.

         (c) The termination of a proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the indemnified representative is not entitled
to indemnification.

         (d) For purposes of this Article:

             (1) an act or omission in breach of a person's duty of loyalty to
the corporation or its shareholders means an act or omission which that person
knows or believes to be contrary to the best interests of the corporation or its
shareholders in connection with a matter in which he or she has a material
conflict of interest;

             (2) "indemnified capacity" means any and all past, present or
future service by an indemnified representative in one or more capacities as a
director, officer, employee or agent of the corporation or, at the request of
the corporation, as a director, officer, employee, agent, fiduciary or trustee
of another corporation, partnership, joint venture, trust, employee benefit plan
or other entity or enterprise;

             (3) "indemnified representative" means any and all directors and
officers of the corporation, or of any constituent corporation absorbed by the
corporation in a consolidation or merger designated by the board of directors,
and any other person designated as an indemnified representative by the board of
directors of the corporation (which may, but need not, include any person
serving at the request of the corporation, as a director, officer, employee,



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agent, fiduciary or trustee of another corporation, partnership, joint venture,
trust, employee benefit plan or other entity or enterprise);

             (4) "liability" means any damage, judgment, amount paid in
settlement, fine, penalty, punitive damages, excise tax assessed with respect to
an employee benefit plan, or cost or expense of any nature (including, without
limitation, attorneys' fees and disbursements); and

             (5) "proceeding" means any threatened, pending or completed
action, suit, appeal or other proceeding of any nature, whether civil, criminal,
arbitrative, administrative or investigative, whether formal or informal, and
whether brought by or in the right of the corporation, a class of its security
holders or otherwise.

         Section 2. Proceedings Initiated by Indemnified Representatives.
Notwithstanding any other provision of this Article, the corporation shall not
indemnify under this Article an indemnified representative for any liability
incurred in a proceeding initiated (which shall not be deemed to include
counter-claims or affirmative defenses) or participated in as an intervenor or
amicus curiae by the person seeking indemnification unless such initiation of or
participation in the proceeding is authorized, either before or after its
commencement, by the affirmative vote of a majority of the directors in office.
This section 2 of this Article X does not apply to reimbursement of expenses
incurred in successfully prosecuting or defending an arbitration under section 6
of this Article X or otherwise successfully prosecuting or defending the rights
of an indemnified representative granted by or pursuant to this Article.

         Section 3. Advancing Expenses. The corporation shall pay the expenses
(including attorneys' fees and disbursements) incurred in good faith by an
indemnified representative in advance of the final disposition of a proceeding
described in section 1 of this Article X or authorized pursuant to section 2 of
this Article X upon receipt of an undertaking by or on behalf of the indemnified
representative to repay such amount if it shall ultimately be determined
pursuant to section 6 of this Article X that such person is not entitled to be
indemnified by the corporation pursuant to this Article. The financial ability
of an indemnified representative to repay an advance shall not be a prerequisite
to the making of such advance.

         Section 4. Securing of Indemnification Obligations. To further effect,
satisfy or secure the indemnification obligations provided herein or otherwise,
the corporation may maintain insurance, obtain a letter of credit, act as
self-insurer, create a reserve, trust, escrow, cash collateral or other fund or
account, enter into indemnification agreements, pledge or grant a security
interest in any assets or properties of the corporation, or use any other
mechanism or arrangement whatsoever in such amounts, at such costs, and upon
such other terms and conditions as the board of directors shall deem
appropriate. Absent fraud, the determination of the board of directors with
respect to such amounts, costs, terms and conditions shall be conclusive against
all security holders, officers and directors and shall not be subject to
voidability.

         Section 5. Payment of Indemnification. An indemnified representative
shall be entitled to indemnification within 30 days after a written request for
indemnification has been delivered to the secretary of the corporation.


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         Section 6. Arbitration. Any dispute related to the right to
indemnification or advancement of expenses as provided under this Article X,
except with respect to indemnification for liabilities under the Securities Act
of 1933 which the corporation has undertaken to submit to a court for
adjudication, shall be decided only by arbitration in the City of Philadelphia,
Pennsylvania (or such other metropolitan area to which the corporation's
principal executive offices may be relocated), in accordance with the commercial
arbitration rules then in effect of the American Arbitration Association, before
a panel of three arbitrators, one of whom shall be selected by the corporation,
the second of whom shall be selected by the indemnified representative and the
third of whom shall be selected by the other two arbitrators. In the absence of
the American Arbitration Association, or if for any reason arbitration under the
arbitration rules of the American Arbitration Association cannot be initiated,
or if one of the parties fails or refuses to select an arbitrator, or if the
arbitrators selected by the corporation and the indemnified representative
cannot agree on the selection of the third arbitrator within seven days after
such time as the corporation and the indemnified representative have each been
notified of the selection of the other's arbitrator, the necessary arbitrator or
arbitrators shall be selected by the presiding judge of the court of general
jurisdiction of the State of New Jersey (or, if the corporation's principal
executive offices have been relocated to another metropolitan area, then by the
presiding judge of the court of general jurisdiction for the county in which
such offices have been relocated). Each arbitrator selected as provided herein
is required to be or have been a director or executive officer of a corporation
whose shares of common stock were listed during at least one year of such
service on the New York Stock Exchange or the American Stock Exchange or quoted
on the National Association of Securities Dealers Automated Quotations System.
The party or parties challenging the right of an indemnified representative to
the benefits of this Article X shall have the burden of proof. The corporation
shall reimburse an indemnified representative for the expenses (including
attorneys' fees and disbursements) incurred in successfully prosecuting or
defending such arbitration. Any award entered by the arbitrators shall be final,
binding and non-appealable and judgment may be entered thereon by any party in
accordance with applicable law in any court of competent jurisdiction. This
arbitration provision shall be specifically enforceable.

         Section 7. Discharge of Duty. An indemnified representative shall be
deemed to have discharged such person's duty to the corporation if he or she has
relied in good faith on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
presented by any of the following:

         (a) one or more officers or employees of the corporation whom such
indemnified representative reasonably believes to be reliable and competent with
respect to the matter presented;

         (b) legal counsel, public accountants or other persons as to matters
that the indemnified representative reasonably believes are within the person's
professional or expert competence; or

         (c) a committee of the board of directors on which he or she does not
serve as to matters within its area of designated authority, which committee he
or she reasonably believes to merit confidence.


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         Section 8. Contract Rights; Amendment or Repeal. All rights to
indemnification and advancement of expenses under this Article X shall be deemed
to be a contract between the corporation and the indemnified representative
pursuant to which the corporation and each indemnified representative intend to
be legally bound. Any repeal, amendment or modification hereof shall be
prospective only and shall not affect any rights or obligations then existing
nor shall any repeal, amendment or modification reduce the rights of any
indemnified representative to be indemnified hereunder for any actions taken
before the indemnified representative has received actual notice thereof.

         Section 9. Scope of Article. The rights granted by this Article X shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any statute,
certificate or articles of incorporation, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in all indemnified
capacities and as to action in another capacity while holding such office. The
rights of indemnification and advancement of expenses provided by or granted
pursuant to this Article X shall continue as to a person who has ceased to be an
indemnified representative in respect of matters arising prior to such time or
involving such person at a time when he or she was an indemnified
representative, and shall inure to the benefit of the heirs, executors and
administrators of such a person.

         Section 10. Reliance on Provisions. Each person who shall act as an
indemnified representative of the corporation shall be deemed to be doing so in
reliance upon the rights of indemnification and advancement of expenses provided
by this Article X.

         Section 11. Interpretation. The provisions of this Article X are
intended to constitute by-laws authorized by Section 14A:3-5(8) of the New
Jersey Business Corporation Act.

                                   ARTICLE XI

                             CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by
certificates signed by the chairman of the board of directors, the president or
a vice-president and may be countersigned by the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation, and
may be sealed with the seal of the corporation or a facsimile thereof.


         When the corporation is authorized to issue shares of more than one
class there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designations, relative rights, preferences and limitations of the shares of each
class and series authorized to be issued, so far as the same have been
determined, and the authority of the board of directors to divide the shares
into classes or series and to determine the relative rights, preferences and
limitations of any class or series.



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<PAGE>


         Section 2. Any or all signatures of the officers of the corporation
upon a certificate may be facsimiles. In case any officer who has signed or
whose facsimile signature has been placed upon 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 date of
its issue.

                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate canceled and the transaction recorded upon the books of the
corporation.

         Section 5. Rights issued pursuant to the Rights Agreement, dated as of
October 16, 2001 between the corporation and the Rights Agent listed therein
(the "Rights Agreement") may be transferred by an Acquiring Person or an
Associate or Affiliate of an Acquiring Person (as such terms are defined in the
Rights Agreement) only in accordance with the terms of, and subject to the
restrictions contained in, the Rights Agreement.

                            CLOSING OF TRANSFER BOOKS

         Section 6. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment thereof
or entitled to receive payment of any dividend or allotment of any right, or
entitled to give a written consent to any action without a meeting, or in order
to make a determination of shareholders for any other proper purpose, the board
of directors may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, sixty days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least ten days immediately preceding such meeting. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
give a written consent to any action without a meeting, such books may not be
closed for more than sixty days before the date fixed for tabulation of consents
or if no date has been fixed for tabulation, the books may not be closed for
more than sixty days before the last day on which consents received may be
counted. In lieu of closing the stock transfer books, the board of directors may
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than sixty days and, in case
of a meeting of shareholders, not less than ten days prior to the date on which
the particular action, requiring such


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determination of shareholders, is to be taken and, in case of determining
shareholders entitled to give a written consent the record date may not be more
than sixty days before the date fixed for tabulation of the consents or if no
date has been fixed for the tabulation, more than sixty days before the last day
on which consents may be counted. If the stock transfer books are not closed and
no record date is fixed, the record date for a meeting of shareholders shall be
the close of business on the day next preceding the day on which notice is
given, or, if no notice is given, the day next preceding the day on which the
meeting is held; and the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the resolution of
the board relating thereto is adopted. When a determination of shareholders of
record for a meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof unless the board fixes
a new record date for the adjourned meeting.

                             REGISTERED SHAREHOLDERS

         Section 7. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of New
Jersey.

                              LIST OF SHAREHOLDERS

         Section 8. The officer or agent having charge of the transfer books for
shares shall make a complete list of the shareholders entitled to vote at a
meeting of shareholders, or any adjournment thereof, arranged in alphabetical
order within each class, series or group of shareholders maintained by the
corporation for convenience of reference, with the address of and the number of
shares held by each shareholder. A list required by this section may consist of
cards arranged alphabetically or any equipment which permits the visual display
of the information required. Such list shall be produced (or available by means
of a visual display) at the time and place of the meeting and shall be subject
to the inspection of any shareholder for reasonable periods during the meeting.
Such list shall be prima facie evidence as to who are the shareholders entitled
to examine such list or to vote at any meeting of the shareholders.

                                  ARTICLE XII

                               GENERAL PROVISIONS

                                   DIVIDENDS

         Section 1. Subject to the provisions of the certificate of
incorporation relating thereto, if any, dividends may be declared by the board
of directors at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in its bonds, in its own shares or other property, including
the shares or bonds of other corporations, subject to any provisions of law and
of the certificate of incorporation.


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                                     CHECKS

         Section 2. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 3. The fiscal year of the corporation shall end on the Saturday
in December or January that is closest to December 31 in each year, unless
otherwise fixed by resolution of the board of directors.

                                      SEAL

         Section 4. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal, New
Jersey". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                  ARTICLE XIII

                                   AMENDMENTS

         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the affirmative vote of a majority of the board of
directors at any regular or special meeting of the board, subject to any
provision in the certificate of incorporation reserving to the shareholders the
power to adopt, amend or repeal by-laws, and provided, further, that the
provisions of Sections 1 (except for the first paragraph thereof), 3, 4 and 5 of
Article V of these by-laws and of this Article XIII with respect thereto may not
be repealed or amended in any respect unless such action is approved by the
affirmative vote of seventy-five percent (75%) of the outstanding shares of
stock of the corporation entitled to vote with respect to the election of
directors generally. By-laws made by the board may be altered or repealed and
new by-laws made by the shareholders. The shareholders may prescribe that any
by-law made by them shall not be altered or repealed by the board.




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