BY-LAWS
                                       OF
                         UNIROYAL TECHNOLOGY CORPORATION
                            (a Delaware corporation)
                         AS AMENDED TO NOVEMBER 14, 1996


                                   ARTICLE I.
                                  Stockholders

                  SECTION 1. Annual Meetings. The annual meeting of stockholders
for the election of directors and for the  transaction of such other business as
may  properly  come before the meeting  shall be held each year at such date and
time,  within or without the State of Delaware,  as the Board of Directors shall
determine.

                  SECTION 2.  Special Meetings. Special meetings of stockholders
for the transaction of such business as may properly come before the meeting may
be  called  by order of a  simple  majority  of the  Board of  Directors  or the
Chairman of the Board of Directors  acting on his own  initiative,  and shall be
held at such date and time,  within or without the State of Delaware,  as may be
specified by such order.

                  SECTION 3. Notice of Meetings.  Written notice of all meetings
of the  stockholders,  stating  the place,  date and hour of the meeting and the
place  within the city or other  municipality  or community at which the list of
stockholders  may be examined,  shall be mailed or delivered to each stockholder
not less  than 10 nor more  than 60 days  prior to the  meeting.  Notice  of any
special  meeting  shall state in general terms the purpose or purposes for which
the meeting is to be held.

                  SECTION 4. Adjournments.  Any meeting of stockholders,  annual
or special, may adjourn from time to time to reconvene at the same or some other
place,  and notice need not be given of any such  adjourned  meeting if the time
and place  thereof  are  announced  at the meeting at which the  adjournment  is
taken. At the adjourned  meeting the Corporation may transact any business which
might have been  transacted at the original  meeting.  If the adjournment is for
more than thirty (30) days or if after the  adjournment  a new 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.

                  SECTION 5.  Stockholder  Lists.  The officer who has charge of
the stock ledger of the  Corporation  shall  prepare and make,  at least 10 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 any purpose germane 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.

                  The stock ledger shall be the only  evidence as to who are the
stockholders  entitled to examine the stock  ledger,  the list  required by this
section or the books of the Corporation, or to vote in person or by proxy at any
meeting of stockholders.

                  SECTION 6. Quorum.  Except as otherwise provided by law or the
Corporation's  Certificate  of  Incorporation,  a quorum for the  transaction of
business at any meeting of  stockholders  shall consist of the holders of record
of a majority of the issued and  outstanding  shares of the capital stock of the
Corporation  entitled to vote at the meeting,  present in person or by proxy. At
all  meetings of the  stockholders  at which a quorum is present,  all  matters,
except as otherwise  provided by law or the Certificate of Incorporation,  shall
be decided by the vote of the  holders of a majority  of the shares  entitled to
vote  thereat  present in person or by proxy.  If there be no such  quorum,  the
holders of a majority of such shares so present or  represented  may adjourn the
meeting from time to time,  without  further  notice,  until a quorum shall have
been obtained.  When a quorum is once present it is not broken by the subsequent
withdrawal of any stockholder.  Solely for purposes of the Corporation's  annual
meeting of  stockholders  to be held in 1994,  a quorum for the  transaction  of
business at such meeting shall consist of the holders of record of forty percent
(40%)  of the  issued  and  outstanding  shares  of  the  capital  stock  of the
Corporation entitled to vote at the meeting, present in person or by proxy.

                  SECTION 7.  Organization.  Meetings of  stockholders  shall be
presided over by the Chairman,  if any, or if none or in the Chairman's  absence
the Vice  Chairman,  if any,  or if none or in the Vice  Chairman's  absence the
President,  if any, or if none or in the  President's  absence a Vice President,
or, if none of the  foregoing  is  present,  by a  chairman  to be chosen by the
stockholders  entitled  to vote who are  present  in  person  or by proxy at the
meeting.  The Secretary of the  Corporation,  or in the  Secretary's  absence an
Assistant Secretary, shall act as secretary of every meeting, but if neither the
Secretary nor an Assistant  Secretary is present,  the presiding  officer of the
meeting shall appoint any person present to act as secretary of the meeting.

                  SECTION 8. Voting; Proxies; Required Vote. (a) At each meeting
of  stockholders,  every  stockholder  shall be entitled to vote in person or by
proxy appointed by instrument in writing,  subscribed by such  stockholder or by
such stockholder's duly authorized  attorney-in-fact (but no such proxy shall be
voted or acted upon after three years from its date,  unless the proxy  provides
for a longer  period),  and, unless the  Certificate of  Incorporation  provides
otherwise,  shall  have  one vote for  each  share  of  stock  entitled  to vote
registered in the name of such  stockholder  on the books of the  Corporation on
the applicable record date fixed pursuant to these By-Laws.  At all elections of
directors  the voting may but need not be by ballot and a plurality of the votes
cast there shall elect.  Except as otherwise  required by law or the Certificate
of  Incorporation,  any other  action shall be  authorized  by a majority of the
votes cast.

                  (b) Any  action  required  or  permitted  to be  taken  by the
stockholders  of the  corporation  must be effected  at a duly called  annual or
special  meeting  of such  holders  and may not be  effected  by any  consent in
writing by such holders.

                  (c) Where a separate  vote by a class or  classes,  present in
person or represented by proxy,  shall  constitute a quorum  entitled to vote on
that  matter,  the  affirmative  vote of the majority of shares of such class or
classes  present in person or  represented  by proxy at the meeting shall be the
act of such class, unless otherwise provided in the Corporation's Certificate of
Incorporation.

                  SECTION 9. Notifications of Nominations and Proposed Business.
Any  stockholder may nominate one or more persons for election as directors at a
meeting or propose  business to be brought  before a meeting,  or both,  only if
such stockholder has given timely notice in proper written form of his intent to
make such nomination or nominations or to propose such business. To be timely, a
stockholder's  notice must be delivered or mailed and received by the  Secretary
of the Corporation  not later than sixty (60) days prior to such meeting.  To be
in proper written form, a stockholder's notice to the Secretary shall set forth:

                  (i)the name and address of the stockholder who intends to make
the  nominations  or propose the business and, as the case may be, of the person
or persons to be nominated or of the business to be proposed;

                  (ii) a  representation  that the  stockholder  is a holder  of
record of stock of the  corporation  entitled  to vote at such  meeting  and, if
applicable,  intends to appear in person or by proxy at the  meeting to nominate
the person or persons specified in the notice;

                  (iii) if  applicable,  a description  of all  arrangements  or
understandings  between the stockholder 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 stockholder;

                  (iv) such other  information  regarding  each  nominee or each
matter of business to be proposed by such stockholder 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,  or the matter been proposed, or intended to be proposed by the
Board of Directors; and

                   (v) if  applicable,  the consent of each  nominee to serve as
director of the corporation if so elected.

                  The  chairman  of the meeting  may refuse to  acknowledge  the
nomination  of any person or the proposal of any business not made in compliance
with the foregoing procedure.

                  SECTION 10. Inspectors.  The Board of Directors, in advance of
any meeting,  may, but need not,  appoint one or more  inspectors of election to
act at the meeting or any adjournment thereof. If an inspector or inspectors are
not so appointed, the person presiding at the meeting may, but need not, appoint
one or more inspectors.  In case any person who may be appointed as an inspector
fails to appear or act,  the  vacancy may be filled by  appointment  made by the
directors  in advance of the meeting or at the  meeting by the person  presiding
thereat.  Each  inspector,  if any, before entering upon the discharge of his or
her  duties,  shall take and sign an oath  faithfully  to execute  the duties of
inspector at such meeting with strict  impartiality and according to the best of
his ability.  The  inspectors,  if any, shall  determine the number of shares of
stock  outstanding and the voting power of each, the shares of stock represented
at the  meeting,  the  existence  of a quorum,  and the  validity  and effect of
proxies,  and shall receive votes,  ballots or consents,  hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents,  determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the person presiding at the meeting,  the inspector or inspectors,
if any,  shall  make a report in writing of any  challenge,  question  or matter
determined by such inspector or inspectors and execute a certificate of any fact
found by such inspector or inspectors.


                                     ARTICLE II.

                               Board of Directors

                  SECTION 1. General Powers. The business,  property and affairs
of the Corporation shall be managed by, or under the direction of, the Board of
Directors.

                  SECTION 2. Qualification;  Number; Term; Remuneration.(a) Each
director  shall  be at  least  18  years  of  age.  A  director  need  not  be a
stockholder,  a citizen of the  United  States,  or a  resident  of the State of
Delaware.  The number of directors initially constituting the entire Board shall
be one.  Following the initial  appointment of six additional  directors by such
sole director,  the number of directors  constituting  the entire Board shall be
seven or such  larger  number as may be fixed from time to time by action of the
stockholders or Board of Directors,  one of whom may be selected by the Board of
Directors to be its Chairman. The use of the phrase "entire Board" herein refers
to the total number of directors which the Corporation  would have if there were
no vacancies.

                  (b) Unless otherwise provided in the Corporation's Certificate
of Incorporation, Directors who are elected at an annual meeting of stockholders
shall hold office until the next annual meeting of stockholders  and until their
successors  are  elected  and  qualified  or until  their  earlier  resignation,
disqualification,  removal or death. Directors who are elected in the interim to
fill vacancies and newly created  directorships shall hold office until the next
election of the class for which such directors  shall have been chosen and until
their  successors are elected and qualified or until their earlier  resignation,
disqualification, removal or death.

                  (c)  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
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.

                   (d) One of the directors of the  Corporation  may serve as an
"active"  director  of the  Corporation  and may  spend  as much as  twenty-five
percent (25%) of his available time working with the officers of the Corporation
on business  strategy and such other areas of concern as the Board of Directors,
in its discretion, may designate.

                  SECTION 3.  Quorum and Manner of Voting.  Except as  otherwise
provided by law, a majority of the entire  Board shall  constitute  a quorum.  A
majority  of the  directors  present,  whether or not a quorum is  present,  may
adjourn a meeting  from time to time to another time and place  without  notice.
Except as  otherwise  provided  in the  Certificate  of  Incorporation  or these
By-Laws, the vote of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors, but in a case of
an equality of votes,  the Chairman of the Board shall have a second or deciding
vote.

                  SECTION  4.  Places  of  Meetings.  Meetings  of the  Board of
Directors  may be held at any place within or without the State of Delaware,  as
may from time to time be fixed by resolution  of the Board of  Directors,  or as
may be specified in the notice of meeting.

                  SECTION 5. Annual  Meeting.  Following  the annual  meeting of
stockholders, the newly elected Board of Directors shall meet for the purpose of
the  election  of officers  and the  transaction  of such other  business as may
properly  come  before the  meeting.  Such  meeting may be held  without  notice
immediately  after the annual meeting of stockholders at the same place at which
such stockholders' meeting is held.

                  SECTION 6. Regular Meetings.  Regular meetings of the Board of
Directors shall be held at such times and places as the Board of Directors shall
from time to time by resolution  determine,  provided that meetings of the Board
of  Directors  shall be held not fewer than six (6) times during any fiscal year
and provided further that during the  Corporation's  1993 fiscal year, the Board
of  Directors  shall  meet a minimum of ten (10)  times,  with not more than one
hundred twenty (120) days between any two consecutive meetings.  Notice need not
be given of regular  meetings of the Board of Directors held at times and places
fixed by resolution of the Board of Directors.

                  SECTION 7. Special Meetings.  Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, if any, by
the Vice  Chairman  of the  Board,  if any,  by the  President  or by any  three
directors then in office.

                  SECTION 8.  Telephone  Meetings  Permitted.  Unless  otherwise
restricted by the Certificate of Incorporation  or by these By-Laws,  members of
the  Board  of  Directors,  or  any  committee  designated  by  the  Board,  may
participate in a meeting of the Board or of such committee,  as the case may be,
by means of conference telephone or similar communications equipment by means of
which  all  persons  participating  in the  meeting  can hear  each  other,  and
participation in a meeting pursuant to this by-law shall constitute  presence in
person at such meeting.

                  SECTION 9. Notice of Meetings. A notice of the place, date and
time and the purpose or purposes of each meeting of the Board of Directors shall
be given to each  director  by mailing  the same at least  three days before the
special meeting, or by telegraphing or telephoning the same or by delivering the
same  personally  not later than  twenty-four  hours before the time set for the
meeting.
                   SECTION 10.  Organization.  At all  meetings  of the Board of
Directors,  the  Chairman,  if any, or if none or in the  Chairman's  absence or
inability to act, the Vice Chairman,  if any, or, in the Vice Chairman's absence
or inability  to act a chairman  chosen by the  directors,  shall  preside.  The
Secretary of the Corporation shall act as secretary at all meetings of the Board
of Directors  when  present,  and, in the  Secretary's  absence,  the  presiding
officer may appoint any person to act as secretary.

                   SECTION 11.  Interested  Directors;  Quorum.  No  contract or
transaction  between  the  Corporation  and  one or  more  of its  directors  or
officers,  or between the  Corporation and any other  corporation,  partnership,
association  or other  organization  in which  one or more of its  directors  or
officers are directors or officers, or have a financial interest,  shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which  authorizes  the contract or  transaction,  or solely because such
person's or persons' votes are counted for such purpose,  if: the material facts
as to  the  person's  relationship  or  interest  and  as  to  the  contract  or
transaction  are disclosed or are known to the Board or the  committee,  and the
Board or committee in good faith  authorizes  the contract or transaction by the
affirmative vote of a majority of the disinterested  directors,  even though the
disinterested  directors be less than a quorum;  or the material facts as to the
person's  relationship  or  interest  as to  the  contract  or  transaction  are
disclosed or are known to the  stockholders  entitled to vote  thereon,  and the
contract or  transaction is  specifically  approved in good faith by vote of the
stockholders; or the contract or transaction is fair as to the Corporation as of
the time it is  authorized,  approved  or  ratified  by the Board,  a  committee
thereof or the  stockholders.  Common or interested  directors may be counted in
determining the presence of a quorum at a meeting of the Board or of a committee
which authorizes the contract or transaction.

                  SECTION 12.  Resignation.  Unless otherwise  provided in these
By-Laws or the  Corporation's  Certificate  of  Incorporation,  any director may
resign at any time upon written notice to the Corporation  and such  resignation
shall take effect upon receipt  thereof by the  President or  Secretary,  unless
otherwise  specified in the  resignation.  At or prior to the annual  meeting of
stockholders  held in  fiscal  year  1994,  any or all of the  directors  may be
removed at any time,  but only for cause and only by the  affirmative  vote of a
majority of the Board of Directors or by holders of at least  two-thirds  of the
outstanding  shares of stock entitled to vote for the election of directors cast
at a meeting of the  stockholders  called for that  purpose.  Subsequent  to the
annual meeting of  stockholders  held during fiscal year 1994, any or all of the
directors may be removed at any time,  with or without  cause,  by a vote of the
stockholders  entitled  to elect  such  director  or  directors.  Except  as may
otherwise be provided by law, cause for removal shall be construed to exist only
if:

(x) the Director whose removal is proposed

                  (1) has been  convicted  of a felony  by a court of  competent
         jurisdiction and such conviction is no longer subject to direct appeal,
                  (2)  hasengaged in fraudulent or dishonest  conduct,  or gross
         abuse of authority or discretion, with respect to the Corporation, and
                  (3) has been  declared of unsound  mind by order of a court of
         competent  jurisdiction,  and such  declaration is no longer subject to
         direct appeal, or has committed an action which constitutes intentional
         misconduct  or knowing  violation of law if such action in either event
         results both in an improper substantial personal benefit and a material
         injury to the Corporation.

and (y)  removal would be in the best interests of the Corporation.

                  SECTION  13.  Vacancies.  Unless  otherwise  provided  in  the
Certificate of  Incorporation or these By-Laws (and with respect to the addition
of two  additional  directors  to be  elected  by the  holders  of the  Series A
Preferred  Stock and Series B Preferred  Stock as provided in the Certificate of
Incorporation),   vacancies  on  the  Board  of  Directors,  whether  caused  by
resignation,  death,  disqualification,  removal,  an increase in the authorized
number of directors or  otherwise,  may be filled by the  affirmative  vote of a
majority of the remaining  directors,  although less than a quorum, or by a sole
remaining  director, or at a special meeting of the stockholders called for such
purpose.

                  SECTION 14. Action by Unanimous  Written  Consent.  Any action
required or permitted  to be taken at any meeting of the Board of Directors  may
be taken without a meeting if all the directors consent thereto in writing,  and
the writing or writings are filed with the minutes of  proceedings  of the Board
of Directors.

                  SECTION 15. Compensation of Directors.  The Board of Directors
or any  committee  it  may  designate  shall  have  the  authority  to  fix  the
compensation, if any, of directors.


<PAGE>



                                   ARTICLE III.

                                   Committees

                  SECTION  1.  Appointment.  From  time to  time  the  Board  of
Directors by a resolution  adopted by a majority of the entire Board may appoint
any committee or committees  for any purpose or purposes,  to the extent lawful,
which shall have powers as shall be  determined  and  specified  by the Board of
Directors in the resolution of appointment; provided, however, that the Board of
Directors  shall  appoint  an  executive  committee,  an audit  committee  and a
compensation  committee  and shall  delegate  such powers and  authority to such
committees  as the Board of  Directors  deems  necessary  and  proper  and as is
customary in similar publicly held corporations.

                  SECTION 2.  Procedures,  Quorum  and  Manner of  Acting.  Each
committee  shall fix its own rules of  procedure,  and shall  meet  where and as
provided by such rules or by  resolution  of the Board of  Directors.  Except as
otherwise  provided by law,  the  presence  of a majority of the then  appointed
members of a committee shall constitute a quorum for the transaction of business
by that  committee,  and in every case where a quorum is present the affirmative
vote of a majority of the members of the  committee  present shall be the act of
the committee. Each committee shall keep minutes of its proceedings, and actions
taken by a committee shall be reported to the Board of Directors.

                  SECTION 3. Action by  Unanimous  Written  Consent.  Any action
required or permitted  to be taken at any meeting of any  committee of the Board
of Directors  may be taken without a meeting if all the members of the committee
consent  thereto in  writing,  and the  writing or  writings  are filed with the
minutes of proceedings of the committee.

                  SECTION 4. Term;  Termination.  In the event any person  shall
cease to be a director  of the  Corporation,  such person  shall  simultaneously
therewith  cease to be a  member  of any  committee  appointed  by the  Board of
Directors.

                                   ARTICLE IV.

                                    Officers

                  SECTION 1. Election and Qualifications. The Board of Directors
shall elect the officers of the  Corporation,  which shall include a Chairman of
the Board,  a Chief  Executive  Officer,  a President  and a Secretary,  and may
include,  by election or  appointment,  one or more Vice  Presidents (any one or
more of whom may be given an  additional  designation  of rank or  function),  a
Treasurer and such Assistant  Secretaries,  such  Assistant  Treasurers and such
other  officers  as the  Board  may from  time to time  deem  proper;  provided,
however,  that  Howard R. Curd shall be  elected  to serve as the  Corporation's
Chief Executive  Officer.  Each officer shall have such powers and duties as may
be  prescribed by these By-Laws and as may be assigned by the Board of Directors
or the President.  Any two or more offices may be held by the same person except
the offices of President and Secretary.

                  SECTION 2. Term of Office and Remuneration. The term of office
of all officers shall be until the next annual meeting of the Board of Directors
and until their respective  successors have been elected and qualified,  but any
officer may be removed from office, either with or without cause, at any time by
the vote of a majority  of the entire  Board of  Directors.  Any  vacancy in any
office  may be  filled  for the  unexpired  portion  of the term by the Board of
Directors.  The  remuneration of all officers of the Corporation may be fixed by
the  Board of  Directors  or in such  manner  as the  Board of  Directors  shall
provide.

                  SECTION 3. Resignation; Removal. Any officer may resign at any
time upon written  notice to the  Corporation  and such  resignation  shall take
effect upon receipt  thereof by the  President or  Secretary,  unless  otherwise
specified in the resignation.

                  SECTION 4. Chairman of the Board. The Chairman of the Board of
Directors,  if there be one,  shall  preside  at all  meetings  of the  Board of
Directors  and shall have such other  powers and duties as may from time to time
be assigned by the Board of Directors.

                  SECTION 5.   Chief  Executive  Officer.  The  Chief  Executive
Officer of the Corporation shall have such duties as customarily pertain to that
office.   The  Chief  Executive  Officer  shall  have  general   management  and
supervision of the property,  business and affairs of the  Corporation  and over
its other officers;  may appoint and remove assistant  officers and other agents
and employees,  other than officers referred to in Section 1 of this Article IV;
and may execute and deliver in the name of the  Corporation  powers of attorney,
contracts, bonds and other obligations and instruments.

                  SECTION 6.  President.  The President of the  Corporation  may
execute  and  deliver  in  the  name  of the  Corporation  contracts  and  other
obligations  and  instruments  pertaining to the regular course of the duties of
said office, and shall have such other authority and duties as from time to time
may be assigned by the Board of Directors or the Chief Executive Officer.

                  SECTION 7.  Vice President.  A Vice  President may execute and
deliver  in the name of the  Corporation  contracts  and other  obligations  and
instruments  pertaining to the regular course of the duties of said office,  and
shall have such other  authority and duties as from time to time may be assigned
by the Board of Directors, the Chief Executive Officer or the President.

                  SECTION 8.  Treasurer.  he Treasurer shall in general have all
duties  incident to the  position of  Treasurer  and such other duties as may be
assigned  by  the  Board  of  Directors,  the  Chief  Executive  Officer  or the
President.

                  SECTION 9.  Secretary. The Secretary shall in general have all
the duties  incident to the office of Secretary  and such other duties as may be
assigned  by  the  Board  of  Directors,  the  Chief  Executive  Officer  or the
President.

                  SECTION 10. Assistant  Officers.  Any assistant  officer shall
have such powers and duties of the officer  such  assistant  officer  assists as
such  officer,  the  Chief  Executive  Officer,  the  President  or the Board of
Directors shall from time to time prescribe.

                  SECTION 11. Other Officers. The other officers, if any, of the
Corporation  shall  have  such  powers  and  duties  in  the  management  of the
Corporation  as shall be stated in a resolution of the Board of Directors  which
is not  inconsistent  with these  by-laws  and, to the extent not so stated,  as
generally  pertain to their  respective  offices,  subject to the control of the
Board. The Board may require any officer, agent or employee to give security for
the faithful performance of the duties of such person.

                  SECTION  12.   Indemnification  of  Directors,   Officers  and
Employees.  (a) A director of the  Corporation  shall not be  personally  liable
either to the Corporation or any stockholder for monetary  damages for breach of
fiduciary duty as a director,  except (i) for any breach of the director's  duty
of loyalty to the Corporation or its stockholders, or (ii) for acts or omissions
not in good faith or which involve  intentional  misconduct or knowing violation
of the law, or (iii) for any matter in respect of which such  director  shall be
liable under Section 174 of Title 8 of the General  Corporation Law of the State
of Delaware or any amendment thereto or successor provision thereto, or (iv) for
any transaction from which the director shall have derived an improper  personal
benefit.  Neither amendment nor repeal of this paragraph (a) nor the adoption of
any  provision  of the  Certificate  of  Incorporation  inconsistent  with  this
paragraph  (a) shall  eliminate  or reduce the effect of this  paragraph  (a) in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this  paragraph  (a) of this Article,  would accrue or arise,  prior to such
amendment, repeal or adoption of an inconsistent provision.

                   (b) The Corporation  shall indemnify any person who was or is
a party or is threatened to be made a party to, or testifies in, any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative  in  nature,  by  reason of the fact that such
person is or was a director,  officer, employee or agent of the Corporation,  or
is or was serving at the  request of the  Corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, employee
benefit plan, trust or other enterprise, against expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or proceeding to the full extent  permitted by law, and the Corporation may
adopt By-Laws or enter into  agreements  with any such person for the purpose of
providing for such indemnification.

                   (c)  To  the  extent  that  a  director  or  officer  of  the
Corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding  referred to in paragraph (b) of this Article, or in
defense of any claim, issue or matter therein,  such person shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
                  (d)  Expenses  incurred by an officer,  director,  employee or
agent in  defending  or  testifying  in a  civil,  criminal,  administrative  or
investigative  action,  suit or  proceeding  may be paid by the  Corporation  in
advance of the final disposition of such action, suit or proceeding upon receipt
of an  undertaking  by or on behalf of such  director  or  officer to repay such
amount if it shall ultimately be determined that such director or officer is not
entitled  to  be  indemnified  by  the  Corporation  against  such  expenses  as
authorized by this Article,  and the Corporation may adopt By-Laws or enter into
agreements with such persons for the purpose of providing for such advances.

                   (e) The  indemnification  permitted by this Article shall not
be deemed  exclusive  of any other  rights to which any person  may be  entitled
under  any  agreement,  vote  of  stockholders  or  disinterested  directors  or
otherwise, both as to action in such person's official capacity and as to action
in another  capacity while holding an office,  and shall continue as to a person
who has ceased to be a director,  officer,  employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such person.

                  (f) The Corporation  shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint  venture,  employee  benefit  plan trust or other  enterprise  against any
liability  asserted  against such person and incurred by such person in any such
capacity,  or arising out of such  person's  status as such,  whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Article or otherwise.

                  (g) The Corporation shall indemnify any person who was or is a
party or is threatened  to be made a party to, or testifies in, any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative  in  nature,  by  reason of the fact that such
person is or was a director,  officer, employee or agent of the Corporation,  or
is or was serving at the  request of the  Corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, employee
benefit plan, trust or other enterprise,  against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by such person in  connection  with such action,  suit or proceeding to
the full extent permitted by law, and the Corporation may adopt By-Laws or enter
into  agreements  with any such  person for the  purpose of  providing  for such
indemnification.

                                  ARTICLE V.

                                Books and Records

                  SECTION  1. Location. The books and records of the Corporation
may be kept at such place or places  within or outside  the State of Delaware as
the Board of Directors  or the  respective  officers in charge  thereof may from
time to time determine.  The record books  containing the names and addresses of
all  stockholders,  the number and class of shares of stock held by each and the
dates when they  respectively  became the owners of record thereof shall be kept
by the  Secretary as  prescribed  in the By-Laws and by such officer or agent as
shall be designated by the Board of Directors.

                   SECTION 2. Addresses of Stockholders. Notices of meetings and
all  other  corporate  notices  may be  delivered  personally  or mailed to each
stockholder  at the  stockholder's  address as it appears on the  records of the
Corporation. 
                  SECTION 3. Fixing Date for  Determination  of  Stockholders of
Record.  (a) 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, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of  Directors  and which  record  date shall not be more
than 60 nor less than 10 days before the date of such meeting. If no record date
is fixed by the Board of Directors, the record date for determining stockholders
entitled  to notice of or to vote at a meeting of  stockholders  shall be at the
close of business on the day next  preceding  the day on which  notice is given,
or, if notice is waived,  at the close of business on the day next preceding the
day on which the meeting is held.  A  determination  of  stockholders  of record
entitled to notice of or 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.

                  (b)  In  order  that  the   Corporation   may   determine  the
stockholders  entitled to receive payment of any dividend or other  distribution
or allotment of any rights or the  stockholders  entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful  action,  the Board of Directors  may fix a record date,  which
record  date shall not  precede  the date upon which the  resolution  fixing the
record  date is  adopted  and which  record  date shall be not more than 60 days
prior  to such  action.  If no  record  date  is  fixed,  the  record  date  for
determining  stockholders for any such purpose shall be at the close of business
on the day on which  the  Board of  Directors  adopts  the  resolution  relating
thereto.


                                   ARTICLE VI.

                         Certificates Representing Stock

                  SECTION 1.  Certificates;   Signatures.  The  shares  of  the
Corporation  shall be  represented by  certificates,  provided that the Board of
Directors of the Corporation may provide by resolution or resolutions  that some
or all of any or all  classes  or series of its  stock  shall be  uncertificated
shares.  Any  such  resolution  shall  not  apply  to  shares  represented  by a
certificate   until  such   certificate  is  surrendered  to  the   Corporation.
Notwithstanding  the  adoption of such a resolution  by the Board of  Directors,
every holder of stock  represented by certificates and upon request every holder
of uncertificated  shares shall be entitled to have a certificate,  signed by or
in the name of the  Corporation by the Chairman or Vice Chairman of the Board of
Directors,  or the  President  or Vice  President,  and by the  Treasurer  or an
Assistant  Treasurer,  or  the  Secretary  or  an  Assistant  Secretary  of  the
Corporation,  representing the number of shares  registered in certificate form.
Any and all signatures on any such  certificate  may be facsimiles.  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. The name of the holder of record of the
shares  represented  thereby,  with the  number of such  shares  and the date of
issue, shall be entered on the books of the Corporation.

                  SECTION 2. Transfers of Stock. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if any,
shares of capital stock shall be  transferable  on the books of the  Corporation
only by the holder of record thereof in person, or by duly authorized  attorney,
upon surrender and  cancellation  of  certificates  for a like number of shares,
properly endorsed, and the payment of all taxes due thereon.

                  SECTION 3. Fractional  Shares.  The Corporation may, but shall
not be required to, issue  certificates for fractions of a share where necessary
to effect authorized  transactions,  or the Corporation may pay in cash the fair
value of fractions of a share as of the time when those entitled to receive such
fractions  are  determined,  or it may issue scrip in  registered or bearer form
over the manual or facsimile signature of an officer of the Corporation or of
its agent,  exchangeable  as therein  provided for full  shares,  but such scrip
shall not  entitle the holder to any rights of a  stockholder  except as therein
provided.

                  The Board of Directors  shall have power and authority to make
all such rules and  regulations as it may deem  expedient  concerning the issue,
transfer  and   registration   of  certificates   representing   shares  of  the
Corporation.

                  SECTION  4.  Lost,  Stolen  or  Destroyed  Certificates.   The
Corporation  may issue a new  certificate of stock in place of any  certificate,
theretofore  issued by it, alleged to have been lost,  stolen or destroyed,  and
the Board of  Directors  may require the owner of any lost,  stolen or destroyed
certificate,  or his  legal  representative,  to  give  the  Corporation  a bond
sufficient  to  indemnify  the  Corporation  against  any claim that may be made
against it on account of the  alleged  loss,  theft or  destruction  of any such
certificate or the issuance of any such new certificate.


                                   ARTICLE VII.

                                    Dividends

                  Subject always to the provisions of law and the Certificate of
Incorporation, the Board of Directors shall have full power to determine whether
any, and, if any, what part of any,  funds legally  available for the payment of
dividends shall be declared as dividends and paid to stockholders;  the division
of the whole or any part of such  funds of the  Corporation  shall  rest  wholly
within  the lawful  discretion  of the Board of  Directors,  and it shall not be
required at any time, against such discretion, to divide or pay any part of such
funds among or to the stockholders as dividends or otherwise; and 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 Board of Directors from time to
time, in its absolute discretion, thinks 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 Board of Directors
shall  think  conducive  to the  interest of the  Corporation,  and the Board of
Directors  may modify or abolish any such  reserve in the manner in which it was
created.


                                   ARTICLE VIII.

                                  Ratification

                  Any  transaction,  questioned in any law suit on the ground of
lack of  authority,  defective  or  irregular  execution,  adverse  interest  of
director,  officer  or  stockholder,  non-disclosure,   miscomputation,  or  the
application of improper  principles or practices of accounting,  may be ratified
before or after judgment, by the Board of Directors or by the stockholders,  and
if so  ratified  shall  have the same  force  and  effect  as if the  questioned
transaction had been  originally duly  authorized.  Such  ratification  shall be
binding upon the Corporation and its  stockholders and shall constitute a bar to
any  claim  or  execution  of  any  judgment  in  respect  of  such   questioned
transaction.


                                  ARTICLE IX.

                                 Corporate Seal

                  The corporate  seal shall have  inscribed  thereon the name of
the Corporation and the year of its incorporation, and shall be in such form and
contain  such  other  words  and/or  figures  as the  Board of  Directors  shall
determine. The corporate seal may be used by printing, engraving, lithographing,
stamping or otherwise  making,  placing or  affixing,  or causing to be printed,
engraved,  lithographed,  stamped or otherwise made, placed or affixed, upon any
paper or document, by any process whatsoever, an impression,  facsimile or other
reproduction of said corporate seal.


                                   ARTICLE X.

                                   Fiscal Year

                  The fiscal year of the Corporation  shall be fixed,  and shall
be subject to change,  by the Board of Directors.  Unless otherwise fixed by the
Board of Directors, the fiscal year of the Corporation shall be the twelve month
period ending on the Sunday following the last Friday in August of each year.

<PAGE>
                                   ARTICLE XI.

                                Waiver of Notice

                  Whenever notice is required to be given by these By-Laws or by
the Certificate of Incorporation or by law, a written waiver thereof,  signed by
the person or persons entitled to said notice,  whether before or after the time
stated therein, shall be deemed equivalent to notice.


                                   ARTICLE XII.

                     Bank Accounts, Drafts, Contracts, Etc.

                  SECTION 1. Bank Accounts and Drafts.  In addition to such bank
accounts as may be authorized by the Board of Directors,  the primary  financial
officer or any person designated by said primary financial  officer,  whether or
not an employee  of the  Corporation,  may  authorize  such bank  accounts to be
opened or maintained in the name and on behalf of the Corporation as he may deem
necessary or  appropriate,  payments from such bank accounts to be made upon and
according  to the  check of the  Corporation  in  accordance  with  the  written
instructions of said primary financial officer, or other person so designated by
the Treasurer.

                  SECTION 2.  Contracts.  Except as otherwise  restricted by the
Certificate of Incorporation, the Board of Directors may authorize any person or
persons, in the name and on behalf of the Corporation,  to enter into or execute
and deliver any and all deeds, bonds, mortgages, contracts and other obligations
or  instruments,  and such  authority  may be general or  confined  to  specific
instances.

                  SECTION 3. Proxies; Powers of Attorney; Other Instruments. The
Chairman,  the Chief  Executive  Officer,  the  President  or any  other  person
designated  by either of them shall have the power and  authority to execute and
deliver  proxies,  powers of  attorney  and other  instruments  on behalf of the
Corporation in connection  with the rights and powers  incident to the ownership
of stock by the  Corporation.  The Chairman,  the Chief Executive  Officer,  the
President or any other person  authorized by proxy or power of attorney executed
and delivered by either of them on behalf of the Corporation may attend and vote
at any meeting of  stockholders of any company in which the Corporation may hold
stock,  and may exercise on behalf of the  Corporation any and all of the rights
and powers  incident  to the  ownership  of such stock at any such  meeting,  or
otherwise as specified in the proxy or power of attorney so authorizing any such
person.  The Board of Directors,  from time to time, may confer like powers upon
any other person.

                  SECTION  4.  Financial  Reports.  The Board of  Directors  may
appoint  the  primary  financial  officer  or other  fiscal  officer  and/or the
Secretary to cause to be prepared and furnished to stockholders entitled thereto
any special  financial  notice and/or financial  statement,  as the case may be,
which may be required by any provision of law.


                                  ARTICLE XIII.

                                   Amendments

                  Except as provided in the  Certificate of  Incorporation,  the
Board of Directors shall have power to adopt,  amend or repeal By-Laws.  By-Laws
adopted by the Board of  Directors  may be repealed or changed,  and new By-Laws
made, by the  stockholders,  and the  stockholders may prescribe that any By-Law
made by  them  shall  not be  altered,  amended  or  repealed  by the  Board  of
Directors.