AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                           WESTELL TECHNOLOGIES, INC.




<PAGE>





                              AMENDED AND RESTATED
                                   BY-LAWS OF
                           WESTELL TECHNOLOGIES, INC.


                                    ARTICLE I

                                     OFFICES

                 Section 1. Registered Office. The registered office shall be in
the City of Wilmington, County of New Castle, State of Delaware.

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

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1. Place of Meeting.  All meetings of the stockholders
for the  election  of  directors  shall be held at such place  either  within or
without the State of Delaware  as shall be  designated  from time to time by the
board of  directors  and  stated  in the  notice  of the  meeting.  Meetings  of
stockholders for any other purpose may be held at such time and place, within or
without the State of  Delaware,  as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

                  Section  2.  Time  of  Annual  Meeting.   Annual  meetings  of
stockholders  shall be held on the  second  Wednesday  in  August if not a legal
holiday,  and if a legal holiday,  then on the next business day  following,  at
10:00 a.m., or at such other date and time as shall be  designated  from time to
time by the board of directors and stated in the notice of the meeting, at which
the stockholders  shall elect directors to succeed those whose terms then expire
and transact such other  business as may properly be brought before the meeting.
No stockholder shall have cumulative voting rights.

                  Section  3.  Notice of Annual  Meetings.  Written  or  printed
notice of the annual  meeting  stating  the place,  date and hour of the meeting
shall be given to each  stockholder  entitled  to vote at such  meeting not less
than ten or more than sixty days before the date of the meeting.

                  Section 4.  Voting  Lists.  The  officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders,  a complete list of the stockholders  entitled to
vote at the meeting,  arranged in alphabetical order, and showing the address of
each  stockholder  and the  number  of  shares  registered  in the  name of each
stockholder.  Such list shall be open to the examination of any stockholder, for


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any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days  prior to the  meeting,  either at a place  within the city
where the meeting is to be held, which place shall be specified in the notice of
the  meeting,  or if not so  specified  at the place  where the meeting is to be
held.  The list  shall  also be  produced  and kept at the time and place of the
meeting during the whole time thereof,  and may be inspected by any  stockholder
who is present.

                  Section  5.  Special   Meetings.   Special   meetings  of  the
stockholders,  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 or the  president and shall be called by the president or secretary at
the request in writing of a majority of the board of  directors  then in office,
or at the request in writing of  stockholders  owning  shares  having at least a
majority of the voting power  represented  by all of the issued and  outstanding
capital  stock of the  corporation.  Such  request  shall  state the  purpose or
purposes of the proposed meeting.

                  Section  6.  Notice of  Special  Meetings.  Written or printed
notice of a special meeting stating the place,  date and hour of the meeting and
the 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,  to each
stockholder entitled to vote at such meeting.

                  Section 7. Business to be Transacted.  Business  transacted at
any  meeting of  stockholders  shall be limited  to the  purposes  stated in the
notice.  Any  stockholder  desiring  to  nominate  an  individual  to serve as a
director of the corporation or desiring to take up any matter at a meeting shall
make such nomination or state such business in writing and file such notice with
the  secretary  at least sixty days prior to the meeting  date.  This  provision
shall be in addition to any requirement under Rule 14a-8 of Regulation 14A under
the Securities Exchange Act of 1934.

                  Section 8. Quorum and Adjournments.  The holders of a majority
of the voting power  represented  by the issued and  outstanding  Class A Common
Stock  and the Class B Common  Stock,  taken  together  as a single  class,  and
entitled to vote  thereat,  present in person and  represented  by proxy,  shall
constitute a quorum at all meetings of the  stockholders  for the transaction of
business  except as  otherwise  provided  by  statute or by the  certificate  of
incorporation;  provided,  however, that with respect to any matter on which any
class of stock is  entitled  to vote  separately  as a class,  the  holders of a
majority of the voting power represented by the issued and outstanding shares of
such class,  present in person and  represented  by proxy,  shall  constitute  a
quorum for  purposes of such  matter.  If,  however,  such  quorum  shall not be
present or  represented  at any meeting of the  stockholders,  the  stockholders
entitled to vote thereat,  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 noticed. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned  meeting,  a notice
of the adjourned  meeting shall be given to each  stockholder of record entitled
to vote at the meeting.



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                  Section  9. Vote  Required.  When a quorum is  present  at any
meeting,  the vote of the holders of a majority of the voting  power  present in
person or  represented  by proxy shall decide any question  brought  before such
meeting,  unless the  question  is one upon  which,  by express  provision  of a
statute or of the certificate of incorporation,  a different vote is required in
which case such express  provision shall govern and control the decision of such
question.

                  Section 10. Voting  Rights.  Except to the extent  required by
statute or the certificate of incorporation, holders of Class A Common Stock and
Class B Common Stock shall vote together as a single class, each holder of Class
A Common  Stock shall at every  meeting of the  stockholders  be entitled to one
vote in person or by proxy for each  share of Class A Common  Stock held by such
stockholder,  and each holder of Class B Common Stock shall at every  meeting of
the  stockholders be entitled to four votes in person or by proxy for each share
of Class B Common Stock held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1. Number and Term of Office.  The number of directors
which shall  constitute the whole board shall be not less than six nor more than
ten and shall be  established  from time to time by resolution of the board.  No
reduction in number of directors  shall affect the term of any directors then in
office.  Except as provided in Section 2 of this Article,  each director elected
shall hold office until his successor is elected and  qualified.  Directors need
not be stockholders.

                  Section   2.   Vacancies.    Vacancies   and   newly   created
directorships  resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office,  though less than a
quorum, or by a sole remaining director,  and the directors so chosen shall hold
office  until the next  annual  election  and until  their  successors  are duly
elected and shall qualify, unless sooner displaced. If there are no directors in
office,  then an election  of  directors  may be held in the manner  provided by
statute.

                  Section 3. General  Powers.  The  business of the  corporation
shall be managed by 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 these by-laws directed or required to be
exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

                 Section 4. Place of  Meetings.  The board of  directors  of the
corporation  may hold  meetings,  both  regular and  special,  either  within or
without the State of Delaware.

                  Section 5. Regular Meetings. A regular meeting of the board of
directors  shall be held  without  other  notice than this  by-law,  immediately


<PAGE>


after, and at the same place as, the annual meeting of  stockholders.  The board
of directors may provide,  by resolution,  the time and place,  either within or
without the State of Delaware,  for the holding of additional  regular  meetings
without other notice than such resolution.

                  Section 6. Special Meetings. Special meetings of the board may
be called by the  chairman of the board or the  president on one day's notice to
each director,  either  personally or by mail or by telegram;  special  meetings
shall be called by the  president or secretary in like manner and on like notice
on the written request of any two or more directors.

                  Section 7. Quorum. At all meetings of the board, a majority of
directors shall  constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall  be  the  act  of the  board  of  directors,  except  as may be  otherwise
specifically  provided by statute or by the certificate of  incorporation.  If a
quorum  shall not be  present  at any  meeting  of the board 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.  Resignations.  Any director of the corporation may
resign at any time by giving  written  notice  to the  board of  directors,  the
chairman of the board, the president, or the secretary of the corporation.  Such
resignation  shall  take  effect  at the time  specified  therein;  and,  unless
tendered to become  effective only upon  acceptance  thereof,  the acceptance of
such resignation shall not be necessary to make it effective.

                  Section 9.  Removal.  At any meeting of the  stockholders  any
director or  directors  may be removed from office,  without  assignment  of any
reason therefor, by a majority of the voting power entitled to vote in elections
of directors.

                  Section 10. Informal Action.  Unless  otherwise  restricted by
the  certificate  of  incorporation  or these  by-laws,  any action  required or
permitted  to be taken  at any  meeting  of the  board  of  directors  or of any
committee thereof may be taken without a meeting, if all members of the board or
committee,  as the case may be, consent  thereto in writing,  and the writing or
writings are filed with the minutes of proceedings of the board or committee.

                  Section  11.   Presumption  of  Assent.   A  director  of  the
corporation  who is  present  at a meeting  of the board of  directors  at which
action on any corporate  matter is taken shall be conclusively  presumed to have
assented to the action taken unless his dissent  shall be entered in the minutes
of the meeting or unless he shall file his  written  dissent to such action with
the person acting as the secretary of the meeting before the adjournment thereof
or shall  forward  such  dissent  by  registered  mail to the  secretary  of the
corporation  immediately  after the  adjournment  of the meeting.  Such right to
dissent shall not apply to a director who voted in favor of such action.



<PAGE>




                             COMMITTEES OF DIRECTORS

                  Section 12.  Appointment  and Powers.  The board of  directors
may, by  resolution  passed by a majority of the whole board,  designate  one or
more  committees,  each  committee to consist of one or more of the directors of
the corporation,  including an Executive Committee, a Compensation Committee and
an Audit  Committee.  The Board may designate one or more directors as alternate
members of any committee,  who may replace any absent or disqualified  member at
any  meeting  of a  committee,  to act at the  meeting  in the place of any such
absent or disqualified  member. Three (3) members of a committee must be present
to constitute a quorum for any committee  meeting and the unanimous  vote of all
committee members present shall be required to approve any matter presented to a
committee.  Any such committee,  to the extent provided in the resolution of the
board of directors,  shall have and may exercise all the powers and authority of
the board of  directors  in the  management  of the  business and affairs of the
corporation,  and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have power or authority
in reference to amending the certificate of incorporation, adopting an agreement
of merger or consolidation,  recommending to the stockholders the sale, lease or
exchange of all or substantially all of the  corporation's  property and assets,
recommending  to  the  stockholders  a  dissolution  of  the  corporation  or  a
revocation of a dissolution,  or amending the by-laws of the  corporation;  and,
unless the  resolution so provided,  no such  committee  shall have the power or
authority  to declare a dividend or to  authorize  the  issuance of stock.  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.

                            COMPENSATION OF DIRECTORS

                  Section 13.  Compensation.  The board of directors  shall have
the authority to fix the  compensation  of directors.  The directors may be paid
their expenses,  if any, of attendance at each meeting of the board of directors
and may be paid a fixed  sum for  attendance  at each  meeting  of the  board of
directors or a stated salary as a director.  No such payment shall  preclude any
director  from  serving the  corporation  in any other  capacity  and  receiving
compensation therefor.  Members of special or standing committees may be allowed
like compensation for attending committee meetings.

                                   ARTICLE IV

                                     NOTICES

                  Section 1. Manner of Notice. Whenever, under the provisions of
a statute or of the certificate of incorporation or of these by-laws,  notice is
required to be given to any director or  stockholder,  it shall not be construed
to mean  personal  notice,  but such  notice may be given in  writing,  by mail,
addressed to such director or  stockholder,  at his address as it appears on the



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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 by telegram.

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

                                    ARTICLE V

                                    OFFICERS

                  Section 1.  Number and  Qualifications.  The  officers  of the
corporation shall be chosen by the board of directors and shall be a chairman of
the board, a vice-president, a secretary and a treasurer. The board of directors
may  also  choose  a  vice-chairman  of  the  board,  a  president,   additional
vice-presidents, and one or more assistant secretaries and assistant treasurers.
Any number of offices may be held by the same person,  unless the certificate of
incorporation or these by-laws otherwise provide.

                 Section  2.  Election.  The  board of  directors,  at its first
meeting after each annual meeting of stockholders shall choose a chairman of the
board, one or more vice-presidents, a secretary, and a treasurer.

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

                 Section 4. Salaries. The salaries of all officers and agents of
the  corporation  shall be fixed by the board of directors or a duly  authorized
committee of the board.

                  Section 5. Term of Office.  The  officers  of the  corporation
shall hold office until their  successors  are chosen and  qualify.  Any officer
elected or appointed by the board of directors may be removed at any time by the
affirmative  vote of a majority  of the  directors  then in office.  Any vacancy
occurring  in any  office  of the  corporation  shall be  filled by the board of
directors.

                  Section 6. Office of the Chairman.  The office of the chairman
shall consist of the chairman of the board and such other  officers as the board
shall designate from time to time as members of the office of the chairman.  The
chairman of the board shall be the chief executive  officer of the  corporation.
The chairman of the board shall have executive  authority to see that all orders
and  resolutions of the board of directors are carried into effect and,  subject
to the control vested in the board of directors by statute,  by the  certificate



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of  incorporation  or by these by-laws,  shall administer and be responsible for
the overall  management  of the  business  and affairs of the  corporation.  The
chairman of the board shall preside at all meetings of the  shareholders  and of
the board of directors,  and in general shall perform all duties incident to the
office of the  chairman of the board and such other  duties as from time to time
may be assigned  to the  chairman  of the board by the board of  directors.  The
chairman  of the board  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.  Other members of
the office of the chairman shall have the duties  attendant to the other offices
that they  hold,  and any other  powers and duties as the board may from time to
time  prescribe.  In the absence of the chairman of the board or in the event of
the chairman of the board's  inability  or refusal to act, the other  members of
the office of the  chairman  shall  perform  the duties of the  chairman  of the
board,  and when so  acting,  shall have all the powers of and be subject to all
the restrictions upon the chairman of the board.

                  Section 7. The  Vice-Chairman of the Board. The  vice-chairman
of the board, if one is elected,  shall perform such duties and have such powers
as the chief  executive  officer or the board of directors may from time to time
prescribe.

                 Section 8. The  President.  The  president,  if one is elected,
shall have such duties and have such powers as the board of  directors  may from
time to time prescribe.

                  Section 9. The  Vice-Presidents.  In the absence of all of the
members  of the  office  of the  chairman  or in the  event  of the  absence  or
inability or refusal to act of all of the members of the office of the chairman,
then that  vice-president  who is not a member of the office of the chairman (or
in the  event  that  there be more than one  other  vice-president  who is not a
member of the office of the chairman,  then any executive  vice-president who is
not a member of the office of the chairman and then the other  vice-president or
vice-presidents  in the order designated,  or in the absence of any designation,
then in the order of their  election)  shall perform the duties of the chairman,
and when so  acting,  shall  have all the  powers of and be  subject  to all the
restrictions upon the chairman of the board. The  vice-presidents  shall perform
such other duties and have such other powers as the chief  executive  officer or
the board of directors may from time to time prescribe.

                  Section 10. The  Secretary.  The  secretary  shall  attend all
meetings of the board of  directors  and all  meetings of the  stockholders  and
record all the  proceedings of the meetings of the  corporation and of the board
of directors in a book to be kept for that purpose and shall perform like duties
for the standing committees when required.  He shall give, or cause to be given,
notice of all meetings of the  stockholders 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 chief executive  officer,  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



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signature of an  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 11. The Assistant Secretary.  The assistant secretary,
or if there be more than one, the assistant  secretaries in the order determined
by the board of  directors  (or if there be no such  determination,  then in the
order of their election), shall, in the absence of the secretary or in the event
of his  inability or refusal to act,  perform the duties and exercise the powers
of the  secretary and shall perform such other duties and have such other powers
as the chief  executive  officer or the board of directors may from time to time
prescribe.

                  Section  12.  The  Treasurer.  The  treasurer  shall  have the
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.  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,  the  president  and 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.  If required by the board of  directors,  he shall give the
corporation  a bond (which shall be renewed every six years) in the 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 the 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 13. The Assistant Treasurer.  The assistant treasurer,
or if there  shall be more  than  one,  the  assistant  treasurers  in the order
determined by the board of directors (or if there be no such determination, then
in the order of their  election),  shall,  in the absence of the treasurer or in
the event of his  inability  or refusal to act,  perform the duties and exercise
the powers of the  treasurer  and shall  perform such other duties and have such
other powers as the chief  executive  officer or the board of directors may from
time to time prescribe.

                                   ARTICLE VI

               CERTIFICATES OF STOCK, TRANSFERS, AND RECORD DATES

                  Section 1. Form of Certificates.  Every holder of stock in the
corporation  shall be entitled to have a certificate,  signed by, or in the name
of the corporation  by, the board of directors,  or the chairman of the board or
the president or a vice-president  and the treasurer or an assistant  treasurer,
or the secretary or an assistant  secretary of the  corporation,  certifying the
number of shares owned by him in the  corporation.  If the corporation  shall be
authorized  to issue more than one class of stock or more than one series of any
class,  the  powers,  designation,   preferences  and  relative,  participating,
optional or other  special  rights of each class of stock or series  thereof and
the  qualifications,  limitations or  restrictions  of such  preferences  and/or



<PAGE>


rights  shall  be set  forth  in full or  summarized  on the face or back of the
certificate  which the corporation shall issue to represent such class or series
of stock,  provided  that,  except as  otherwise  provided in Section 202 of the
Delaware General Corporation Law, in lieu of the foregoing  requirements,  there
may be set forth in full or  summarized  on the face or back of the  certificate
which the corporation  shall issue to represent such class or series of stock, a
statement that the corporation  will furnish without charge to each  stockholder
who  so  requests   the  powers,   designations,   preferences   and   relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications,  limitations or restrictions of such preferences
and/or rights.

                  Section  2.  Facsimile  Signatures.  Where  a  certificate  is
countersigned  (1)  by a  transfer  agent  other  than  the  corporation  or its
employee, or (2) by a registrar other than the corporation or its employee,  any
other  signature  on the  certificate  may be  facsimile.  In case any  officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate  shall have ceased to be such officer,  transfer agent
or  registrar  before  such  certificate  is  issued,  it may be  issued  by the
corporation  with the same effect as if he were such officer,  transfer agent or
registrar at the date of issue.

                  Section  3.  Lost  Certificates.  The board of  directors  may
direct  a new  certificate  or  certificates  to  be  issued  in  place  of  any
certificate or certificates  theretofore  issued by the  corporation  alleged to
have been lost,  stolen or  destroyed,  upon the making of an  affidavit of that
fact by the  person  claiming  the  certificate  of stock to be lost,  stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the
board of directors may, in its  discretion  and as a condition  precedent to the
issuance  thereof,   require  the  owner  of  such  lost,  stolen  or  destroyed
certificate or certificates, or his legal representatives, to advertise the same
in such manner as it shall require and/or to give the corporation a bond in such
sums it may direct to  indemnify  against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

                  Section  4.   Transfers  of  Stock.   Upon  surrender  to  the
corporation or the transfer agent of the corporation of a certificate for shares
duly endorsed or  accompanied by proper  evidence of  succession,  assignment or
authority to transfer,  it shall be the duty of the  corporation  to issue a new
certificate  to the person  entitled  thereto,  cancel the old  certificate  and
record the transaction upon its books.

                  Section 5. Fixing Record Date.  In order that the  corporation
may determine the  stockholders  entitled to notice of or to vote at any meeting
of stockholders or any adjournment  thereof,  or to express consent to corporate
action in  writing  without a meeting,  or  entitled  to receive  payment of any
dividend  or other  distribution  or  allotment  of any  rights,  or entitled to
exercise any rights in respect or any change, conversion or exchange of stock or
for the purpose of any other lawful  action,  the board of directors may fix, in
advance,  a record  date,  which  shall not be more than sixty nor less than ten
days  before  the date of such  meeting,  nor more than  sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or



<PAGE>


to vote at a meeting  of  stockholders  shall  apply to any  adjournment  of the
meeting;  provided,  however,  that the board of directors  may fix a new record
date for the adjourned meeting.

                  Section 6. Registered  Stockholders.  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 Delaware General Corporation Law.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                  Section 1. Dividends.  Dividends upon the capital stock of the
corporation,  subject to the provisions of the certificate of incorporation,  if
any,  may be  declared  by the board of  directors  at any  regular  or  special
meeting,  pursuant to law.  Dividends  may be paid in cash,  in property,  or in
shares of the  corporation's  capital  stock,  subject to the  provisions of the
certificate of incorporation.  Before payment of any dividend,  there may be set
aside out of any funds of the  corporation  available for dividends  such sum or
sums as the directors  from time to time, in their  absolute  discretion,  think
proper  as a  reserve  or  reserves  to meet  contingencies,  or for  equalizing
dividends,  or for repairing or maintaining any property of the corporation,  or
for such other purpose as the  directors,  in their absolute  discretion,  think
proper,  and the  directors may modify or abolish any such reserve in the manner
in which it was created.

                  Section 2.  Checks.  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.

                  Section 3. Fiscal  Year.  The fiscal year of the  corporation,
unless otherwise  provided by resolution of the board of directors,  shall begin
on the  first day of April in each year and end on the last day of March in each
year.

                  Section 4. Seal. The corporate seal shall be inscribed thereon
with the name of the corporation and the words "Corporate  Seal,  Delaware." The
seal may be used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise.

                  Section  5. Stock in Other  Corporations.  Shares of any other
corporation  which  may  from  time to time be held by this  corporation  may be
represented and voted at any meeting of shareholders of such  corporation by the
chairman of the board, president or vice-president, or by any proxy appointed in
writing by the  chairman  of the board,  president  or a  vice-president  of the
corporation, or by any other person or persons thereunto authorized by the board
of directors.  Shares  represented by  certificates  standing in the name of the
corporation  may be endorsed for sale or transfer in the name of the corporation
by the chairman of the board,  president or any  vice-president  or by any other



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officer or  officers  thereunto  authorized  by the board of  directors.  Shares
belonging to the corporation need not stand in the name of the corporation,  but
may be held for the benefit of the  corporation  in the  individual  name of the
treasurer or of any other  nominee  designated  for that purpose by the board of
directors.

                                  ARTICLE VIII

                                 INDEMNIFICATION

                  Section 1. Indemnification. (a) Each person who was or is made
a party or is threatened  to be made a party to or is otherwise  involved in any
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
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, agent or fiduciary
of  another  corporation  or of a  partnership,  joint  venture,  trust or other
enterprise,  including  service with respect to employee benefit plans,  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  Delaware  General
Corporation  Law, 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 such 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 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 or her  heirs,  executors  and
administrators;  provided, however, that, except as provided in paragraph (B) of
Article EIGHTH of the corporation's certificate of incorporation with respect to
proceedings  to  enforce  rights  to  indemnification,   the  corporation  shall
indemnify  any such person 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  of  the  corporation.  The  right  to
indemnification  conferred in this Section  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;  provided,
however,  that, if the Delaware General Corporation Law requires, an advancement
of expenses incurred by a person in his or her capacity as a director or officer
(and not in any other  capacity  in which  service  was or is  rendered  by such
person,  including,  without  limitation,  service to an employee  benefit plan)
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 the  director or officer is not  entitled to be
indemnified  under this Section or otherwise.  The corporation may, by action of
its board of directors, grant rights to indemnification,  and to the advancement
of expenses,  to employees and agents of the  corporation  to the fullest extent
and with the same  scope and  effect as the  foregoing  indemnification  of, and
advancement of expenses to, directors and officers.


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                  (b) The right to  indemnification  and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this  Section  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.

                  (c) 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 Delaware law.

                  (d) Any amendment,  repeal or modification of any provision of
this Section by the  stockholders or the directors of the corporation  shall not
adversely  affect  any right or  protection  of a  director  or  officer  of the
corporation existing at the time of such amendment, repeal or modification.

                                   ARTICLE IX

                                   AMENDMENTS

                  These  by-laws  may be  altered,  amended or  repealed  or new
by-laws may be adopted by the  stockholders  or by the board of directors at any
regular  meeting  of the board of  directors  or of the  stockholders  or at any
special meeting of the board of directors or of the  stockholders,  if notice of
such  alteration,  amendment,  repeal or adoption of new by-laws be contained in
the notice of such special meeting of the stockholders.