BY-LAWS

                                       OF

                          AMERICAN FILTRONA CORPORATION

                      (As amended through January 24, 1996)


                                    ARTICLE I

                                    Directors


         Section 1. There shall be eleven directors of the Corporation,  none of
whom  need be  shareholders.  They  shall  be  elected  annually  at the  annual
shareholders'  meeting  and shall  serve for a term of one year and until  their
successors  are duly  elected.  No person who shall have  attained the age of 70
years shall be eligible  for election as a Director of the  Corporation,  except
that each person  serving as a Director who on January 24, 1996,  is 70 years of
age or older shall be eligible for election.

         Section 2. Any vacancy in the Board of Directors, no matter how caused,
including  a  vacancy  created  by an  increase  by  not  more  than  two in the
authorized  number  of  directors,   shall  be  filled  until  the  next  annual
shareholders'  meeting by the  directors at any regular Board meeting or special
meeting called for that purpose.

         Section  3.  The  Board  of  Directors  shall  annually,   as  soon  as
practicable  after the annual  election  of  directors,  elect a Chairman of the
Board (who shall be one of the directors) and the following officers: President,
one or more Vice  Presidents,  a  Secretary  and a  Treasurer,  and may elect an
Assistant  Secretary,  an Assistant  Treasurer,  and such other officers as they
deem advisable from time to time. The Chairman of the Board and the officers so


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elected  shall  hold  office  until  the next  annual  meeting  of the  Board of
Directors or until their successors are elected.

         Section 4.  Meetings of the Board of Directors  shall be held at places
within or without the State of Virginia and at times fixed by  resolution of the
Board,  or upon  call of the  Chairman  of the  Board  or,  in the  event of the
incapacity of the Chairman of the Board, by the President,  and the Secretary or
officer  performing the Secretary's  duties shall give not less than twenty-four
(24) hours'  notice by letter,  telegraph  or  telephone  of all meetings of the
directors,  provided  that notice need not be given of regular  meetings held at
times and places fixed by resolution  of the Board.  Meetings may be held at any
time without notice if all of the directors are present, or if those not present
waive notice in writing  either  before or after the meeting.  Directors  may be
allowed by resolution of the Board a reasonable  fee and expenses for attendance
at all meetings.

         Section 5. The presence of a majority of the Board of  Directors  shall
be  required  to  constitute  a quorum for the  transaction  of  business at all
meetings of the Board.

         Section 6. The  directors  may be removed with or without  cause at any
regular or special meeting of shareholders and the shareholders  shall thereupon
have the right to elect directors to take the place of those removed at the said
meeting without any further notice.

         Section 7.  Subject to the rights of holders of any class or
series of stock having a preference over the common stock as to

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dividends or upon  liquidation,  nominations for the election of directors shall
be made by the  Board of  Directors  or a  committee  appointed  by the Board of
Directors  or by any  shareholder  entitled to vote in the election of directors
generally.  However,  any  shareholder  entitled  to  vote  in the  election  of
directors  generally  may nominate one or more persons for election as directors
at a meeting only if written  notice of such  shareholder's  intent to make such
nomination  or  nominations  has been given,  either by personal  delivery or by
United States mail,  postage  prepaid,  to the Secretary of the  Corporation not
later than (i) with  respect to an election  to be held at an annual  meeting of
shareholders,  60 days in advance of such  meeting,  and (ii) 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:  (a) the name and address of the  shareholder who intends to make the
nomination  and of the person or persons to be nominated;  (b) 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;  (c) 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; (d) such other information regarding each nominee proposed by such

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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 (e) 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.

                                   ARTICLE II
                             Committees of the Board

         Section  1. The  Board of  Directors  shall  elect  from  among its own
members an Executive  Committee which shall consist of three or more members, as
designated  from time to time by the Board.  The Executive  Committee,  when the
Board of Directors  is not in session,  shall have all power vested in the Board
of  Directors  by law, by the  Articles of  Incorporation,  or by these  Bylaws,
provided  that the  Executive  Committee  shall  not have  power to  approve  or
recommend to shareholders action that requires shareholder  approval; to approve
amendments to the Articles of Incorporation  or plans of merger;  to amend these
Bylaws;  to fill  vacancies in the Board of Directors or in any Committee of the
Board;  to authorize or approve a  distribution,  except  according to a general
formula or method  prescribed  by the Board of  Directors;  or to  authorize  or
approve the issuance or sale or contract for sale of shares, or to

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determine the designation and relative rights,  preferences and limitations of a
class or series of shares,  except as authorized  within  specific limits by the
Board of Directors.  Except as hereinafter provided, the Executive Committee may
make rules for the conduct of its meetings. The Executive Committee shall report
at the next  regular or special  meeting  of the Board of  Directors  all action
which the  Executive  Committee  may have taken on behalf of the Board since the
last regular or special meeting of the Board of Directors.

         Section 2. The Executive  Committee  shall serve at the pleasure of the
Board of Directors.

         Section 3. The  presence of a majority of the members of the  Executive
Committee  then  serving  shall be  required  to  constitute  a  quorum  for the
transaction of business at all meetings.

         Section 4.  Meetings of the Executive  Committee  shall be held at such
places and at such times fixed by resolution of the  Committee,  or upon call of
its chairman or the President.  Not less than twelve (12) hours' notice shall be
given by  letter,  telegraph  or  telephone  of all  meetings  of the  Executive
Committee,  provided  that notice need not be given of regular  meetings held at
times and places fixed by  resolution  of the Committee and that meetings may be
held at any time  without  notice if all of the  members  of the  Committee  are
present or if those not present  waive notice in writing  either before or after
the meeting.

         Section  5. The  Board of  Directors  shall  elect  from  among its own
members an Audit Committee which shall consist of three or more

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directors,  none of whom shall be an officer or  employee  of the  Company.  The
Audit  Committee  may make rules for the holding and conduct of its meetings and
the  keeping of the  records  thereof.  The Audit  Committee  shall have and may
exercise the power and  authority of the Board with respect to (a) the continued
direction and review of the  Corporation's  internal  audit  functions,  and (b)
review of the scope and  results  of the audit  performed  by the  Corporation's
outside  independent  accountants and matters  relating  thereto.  The Committee
shall  meet  no  less  than  semi-annually   with  the  Corporation's   internal
accountants  and no  less  than  annually  with  the  Corporation's  independent
accountants.  It shall report  periodically to the Board all action which it may
have taken.

         Section  6. The  Board of  Directors  shall  elect  from  among its own
members an Executive Compensation Committee which shall consist of three or more
directors.  The Executive  Compensation Committee may make rules for the holding
and  conduct  of its  meetings  and the  keeping  of the  records  thereof.  The
Executive  Compensation  Committee is  authorized  to review and  determine  the
compensation of the  Corporation's  key executives.  In addition,  the Executive
Compensation  Committee  is  authorized  to  administer  all  stock  option  and
executive compensation plans of the Corporation.

         Section 7.  The Board of Directors shall select from its own
members a Nominating Committee which shall consist of three
directors, none of whom shall be an officer or employee of the
Corporation.  The Nominating Committee:  (a) may make rules for the
holding and conduct of its meetings and the keeping of the records

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thereof;   and  (b)  shall  be  responsible   for  and  is  authorized  to  make
recommendations  to the Board (i) on  candidates  for election as new members of
the Board, (ii) on the qualifications of existing Directors to continue to serve
on  the  Board,  (iii)  on  retirement  policies  of  the  Board,  (iv)  on  the
compensation of Directors,  and (v) for  consideration  of such other matters as
may be referred to it by the Board from time to time. The  Nominating  Committee
shall meet at least annually and shall report  promptly  thereafter to the Board
all action that such committee has taken.

                                   ARTICLE III
                             Shareholders' Meetings

         Section 1. The annual meeting of the shareholders  shall be held on the
fourth  Tuesday  in April of each year or at such other date and at such time as
the Board of Directors of the  Corporation  may designate from time to time, and
shall be called by the President, who shall cause a notice of such meeting to be
mailed to each  shareholder  at the  shareholder's  address as it appears on the
share records of the  Corporation,  or the President may cause such notice to be
delivered to such shareholder  personally,  not less than ten days nor more than
sixty days before the meeting.

         Section 2. Special  meetings of the  shareholders  may be called by the
President,  by the  Chairman  of the  Board or by the  holders  of not less than
one-tenth of all shares issued and  outstanding,  at any time,  except as herein
otherwise provided.

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         Section  3. At all  shareholders'  meetings  there  shall be present in
person or by proxy the holders of a majority of the shares of the Corporation in
order to  constitute a quorum for the  transaction  of business.  If less than a
quorum shall be in  attendance  at the time for which a meeting  shall have been
called,  the  meeting  may be  adjourned  from time to time by a majority of the
shareholders   present  or  represented  by  proxy  without  notice  other  than
announcement at the meeting.

         Section 4. The  officer or agent  having  charge of the stock  transfer
books for shares of the  Corporation  shall make,  at least ten (10) days before
each meeting of shareholders,  a complete list of the  shareholders  entitled to
vote at such  meeting or any  adjournment  thereof,  with the address of and the
number of shares held by each. Such list, for a period of ten (10) days prior to
such meeting,  shall be kept on file at the registered office of the Corporation
or at its principal  place of business or at the office of its transfer agent or
registrar  and shall be subject to  inspection  by any  shareholder  at any time
during usual business  hours.  Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the  inspection of any
shareholder  during the whole time of the meeting.  The original  stock transfer
books shall be prima facie evidence as to who are the  shareholders  entitled to
examine such list or transfer  books or to vote at any meeting of  shareholders.
If the requirements of this section have not been  substantially  complied with,
the meeting

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shall,  on the demand of any  shareholder  in person or by proxy,  be  adjourned
until the requirements are complied with.

         Section 5. To be properly  brought before the annual meeting,  business
must be either  (i)  specified  in the  notice  of  meeting  (or any  supplement
thereto)  given  by or at the  direction  of the  Board  of  Directors,  or (ii)
otherwise  properly  brought  before the meeting by or at the  direction  of the
Board of Directors,  or (iii) otherwise properly brought before the meeting by a
shareholder.  In addition to any other applicable requirements,  for business to
be properly  brought before an annual meeting by a shareholder,  the shareholder
must have  given  timely  notice  thereof in  writing  to the  Secretary  of the
Corporation.  To be timely,  a  shareholder's  notice  must be given,  either by
personal delivery or by United States mail, postage prepaid, to the Secretary of
the  Corporation  not later than sixty  (60) days in advance of the  meeting.  A
shareholder's  notice to the Secretary  shall set forth as to each matter the
shareholder  proposes to bring before the annual meeting (i) a brief description
of the business  desired to be brought before the annual meeting and the reasons
for  conducting  such business at the annual  meeting,  (ii) the name and record
address of the shareholder  proposing such business,  (iii) the class and number
of shares of the Corporation that are beneficially owned by the shareholder, and
(iv) any material interest of the shareholder in such business.

         No  business  shall  be  conducted  at the  annual  meeting  except  in
accordance  with the procedures set forth in this Section 5, provided,  however,
that nothing in this Section 5 shall be deemed

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to preclude discussion by any shareholder of any business properly
brought before the annual meeting.
    
     The  chairman  of an  annual  meeting  shall,  if  the  facts  warrant,
determine  and declare to the meeting that  business  was not  properly  brought
before the  meeting in  accordance  with the  foregoing  procedures,  and if the
chairman  should so determine,  the chairman shall so declare to the meeting and
any  such  business  not  properly  brought  before  the  meeting  shall  not be
transacted.

                                   ARTICLE IV
                                  Capital Stock

         Section  1. The  shares of capital  stock of the  Corporation  shall be
evidenced by  certificates  in forms  prescribed  by the Board of Directors  and
executed  in any manner  permitted  by law and stating  thereon the  information
required by law.  Transfer  agents and/or  registrars for one or more classes of
the stock of the  Corporation may be appointed by the Board of Directors and may
be  required to  countersign  certificates  representing  stock of such class or
classes.  In the event that any officer  whose  signature or  facsimile  thereof
shall have been used on a stock  certificate shall for any reason cease to be an
officer  of the  Corporation  and such  certificate  shall  not then  have  been
delivered by the Corporation, the Board of Directors may nevertheless adopt such
certificate  and it may then be issued and  delivered  as though such person had
not ceased to be an officer of the Corporation.

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         Section 2. Holders of the stock of the  Corporation  shall  immediately
notify the Corporation of any loss, destruction or mutilation of the certificate
therefor, and the Board of Directors may in its discretion cause one or more new
certificates for the same number of shares in the aggregate to be issued to such
shareholder upon the surrender of the mutilated certificate or upon satisfactory
proof of such loss or  destruction,  and the  deposit of a bond in such form and
amount and with such surety as the Board of Directors may require.

         Section  3. The  stock of the  Corporation  shall  be  transferable  or
assignable  only on the books of the  Corporation by the holders in person or by
attorney on surrender of the  certificate  for such shares duly endorsed and, if
sought to be transferred by attorney, accompanied by a written power of attorney
to have the same  transferred on the books of the  Corporation.  The Corporation
will recognize,  however,  the exclusive rights of the person  registered on its
books as the owner of shares to receive dividends and to vote as such owner.

         Section 4. 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 in  order  to  make a
determination  of  shareholders  for any  other  proper  purpose,  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 seventy
(70) days prior to the date on which the particular action,

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requiring such determination of shareholders,  is to be taken. If no record date
is fixed for the determination of shareholders  entitled to notice of or to vote
at a meeting of shareholders,  or shareholders  entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors  declaring such dividend is adopted, as
the  case  may  be,  shall  be  the  record  date  for  such   determination  of
shareholders.  When a  determination  of  shareholders  entitled  to vote at any
meeting  of  shareholders  has  been  made as  provided  in this  section,  such
determination shall apply to any adjournment thereof.

                                    ARTICLE V
                                    Officers

         Section  1.  The  officers  of  the  Corporation  shall  consist  of  a
President, one or more Vice Presidents, a Secretary, a Treasurer, and such other
officers  who may be elected  under  Article I,  Section 3. Any officer may hold
more than one office  except that the same  person  shall not be  President  and
Secretary.

         Section 2. Duties of the  President.  The President  shall be the chief
executive officer of the Corporation.  Such officer shall be responsible for the
execution  of the  policies  of the Board of  Directors  and shall have  general
direction and supervision over the business of the  Corporation,  subject to the
Board of Directors.  In addition, such officer shall perform all duties incident
to the

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office of  President  and such other duties as from time to time may be assigned
by the Board of Directors.

         Section 3.  Duties of the Vice  Presidents.  The Vice  President  shall
perform  such duties and acts as may be  prescribed  or directed by the Board of
Directors or President from time to time.

         Section 4. Duties of the Secretary.  The Secretary  shall keep a record
in proper books provided for that purpose of all meetings and proceedings of the
Board of Directors.  Such officer  shall also keep the minutes of  shareholders'
meetings. Such officer shall serve notices of the Corporation and affix the seal
of the  Corporation  to all share  certificates  when duly signed.  Such officer
shall also perform  such other duties and acts as may be directed or  prescribed
by the Board of Directors,  the Chairman of the Board or President  from time to
time.

         Section  5.  Duties of the  Treasurer.  The  Treasurer  shall  have the
custody  of and be  responsible  for  all  papers,  books  and  accounts  of the
Corporation, except such books, papers and records as are required to be kept by
the  Secretary,  subject  always to the control of the Board of Directors.  Such
officer  shall at all  reasonable  times  exhibit the books and accounts in such
officer's  custody to any director of the  Corporation  upon  application at the
offices of the  Corporation  during  business  hours.  Such  officer  shall also
perform such other duties and acts as may be directed or prescribed by the Board
of Directors or President from time to time.

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         Section 6. The Board of Directors shall from time to time designate one
or more officers of the Corporation to sign checks, drafts, notes and orders for
the  payment  of  money  in the  name of the  Corporation,  and to  execute  all
contracts,  deeds, bonds, mortgages, leases and other instruments in the name of
the  Corporation,  such  signature  to be  singly  or  jointly  as the  Board of
Directors may from time to time order.

         Section 7. The officers,  including the President,  may be removed with
or  without  cause at any  regular  or special  meeting  of  directors,  and the
directors  shall thereupon have the right to elect officers to take the place of
those removed at the said meeting without any further notice.

         Section 8. Divisional presidents may be designated from time to time by
the Board of  Directors  and shall  serve at the  pleasure of the Board and have
such duties as may be assigned by the Board.  Other  divisional  officers may be
designated from time to time by the President of the Corporation, shall serve at
his  pleasure and shall have such duties as may be assigned by him. All officers
so designated  shall be officers of the respective  divisions,  but shall not be
deemed in such capacities to be officers of the Corporation.

                                   ARTICLE VI
                              Chairman of the Board

         Section 1.  The Chairman of the Board shall preside at all
meetings of the Board of Directors and at all meetings of the

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shareholders.  The  Chairman  of the Board  shall do and  perform all such other
duties and acts as may be directed or prescribed by the Board of Directors  from
time to time.

         Section 2. The  Chairman  of the Board may be  removed  with or without
cause at any regular or special  meeting of directors,  and the directors  shall
thereupon  have the right to elect a Chairman  of the Board to take the place of
the person removed at the said meeting without any further notice.

                                   ARTICLE VII
                                  Miscellaneous

         Section 1. Voting of Stock Held.  Unless otherwise  provided by vote of
the Board of Directors or the Executive  Committee,  the President may from time
to time appoint an attorney or attorneys or agent or agents of this Corporation,
in the name and on behalf of this  Corporation,  to cast the  votes  which  this
Corporation  may be entitled to cast as a stockholder  or otherwise in any other
corporation,  any of whose stock or securities may be held by this  Corporation,
at  meetings  of the  holders  of the stock or other  securities  of such  other
corporation,  or to  consent  in  writing  to  any  action  by  any  such  other
corporation,  and may  instruct  the person or persons  so  appointed  as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed  on behalf of this  Corporation  and under its  corporate  seal,  or
otherwise, such written proxies, consents, waivers or

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other instruments as the President may deem necessary or proper in the premises;
or the  President  may attend in person any  meeting of the  holders of stock or
other securities of any such other  corporation and thereat vote or exercise any
or all other  powers of this  Corporation  as the  holder of such stock or other
securities of such other corporation.

         Section  2.  Seal.  The  seal of the  Corporation  shall  consist  of a
flat-faced  circular die, of which there may be any number of counterparts,  and
between  two  concentric  circles  around  the  margin of which  there  shall be
engraved the words "American Filtrona Corporation".

                                  ARTICLE VIII
                                   Amendments

         These  Bylaws may be  changed,  amended,  added to or  repealed  on the
affirmative vote of the majority of the Board of Directors or on the affirmative
vote of the holders of a majority of the shares of the  Corporation  then issued
and outstanding.


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