EXHIBIT 3.2
                                                                     -----------


                                    BY-LAWS
                                       OF
                                   CPAC, INC.
                    WITH AMENDMENTS THROUGH AUGUST 28, 1998

                              ARTICLE I - OFFICES
                              -------------------
   The office of the Corporation shall be located in the Town of Leicester,
County of Livingston, and State of New York.  The Corporation may also maintain
offices at such other places as the Board of Directors may, from time to time,
determine.

                ARTICLE II - MEETINGS OF SHAREHOLDERS
                -------------------------------------

Section 1.     Annual Meetings
---------      ---------------
   The annual meeting of the shareholders of the Corporation shall be held
between the fifteenth day of July and the fifteenth day of August of each year
at a time and place to be established by the directors for the purpose of
electing directors and transacting such other business as may properly come
before the meeting.  A shareholder who has owned at least $2,000.00 in market
value of the Corporation's securities for at least one year before submitting a
proposal and whose ownership continues through the date of the meeting, may
submit a proposal to be presented at an annual meeting provided that such
proposal is received at the Corporation's principal executive offices not less
than 120 calendar days in advance of the date of the Corporation's proxy
statement released to security holders in connection with the previous year's
annual meeting of security holders.

Section 2.     Special Meetings
---------      ----------------
   Special meetings of the shareholders may be called at any time by the
President, and shall be called by the President or the Secretary at the written
request of a majority of the Board of Directors, or as otherwise required under
the provisions of the Business Corporation Law.

                                     - 2 -

Section 3.     Place of Meetings
---------      -----------------
   All meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places within or without the State of New York as
the Board of Directors may select, or as shall be designated in the notices or
waivers of notice of such meetings.

Section 4.     Notice of Meetings
---------      ------------------
   (a)    Except as otherwise provided by statute, written notice of each
meeting of shareholders, whether annual or special, shall state the purpose for
which the meeting is called, and the time when and place where it is to be held,
and that it is being issued by or at the direction of the person or persons
calling the meeting.  It shall be served either personally or by mail, not less
than ten or more than fifty days before the meeting upon each shareholder of
record entitled to vote at such meeting.  If mailed, such notice shall be
directed to each such shareholder at his address as it appears on the records of
shareholders of the Corporation, unless he shall have previously filed with the
Secretary of the Corporation a written request that notices intended for him be
mailed to some other address, in which case it shall be mailed to the address
designated in such request.

   (b)    Notice of any meeting need not be given to any person who may become a
shareholder of record after the mailing of such notice and prior to the meeting,
or to any shareholder who attends such meeting in person or by proxy, or to any
shareholder, who, in person or by attorney thereunto authorized, waives notice
of any meeting in writing either before or after such meeting.  Notice of any
adjourned meeting of shareholders need not be given, unless otherwise required
by statute.

Section 5.     Quorum
---------      ------
   (a)    Except as otherwise provided herein, or by statute, or in the
Certificate of Incorporation (such Certificate and any amendments thereof being
hereinafter collectively referred to as the "Certificate of Incorporation"), at
all meetings of shareholders of the Corporation, the presence in person or by
proxy of shareholders holding of record one-third of the total number of shares
of the corporation then issued and outstanding and entitled to vote, shall be
necessary and sufficient to constitute a quorum for the transaction of any
business.

                                     - 3 -

   (b)    In the absence of a quorum at any annual or special meeting of
shareholders, the shareholders by a vote of the majority in interest of such
shareholders present in person or by proxy and entitled to vote thereat, may
adjourn the meeting from time to time for a period not exceeding twenty days at
any one time, until a quorum shall be present.  At any such adjourned meeting at
which a quorum is present, any business may be transacted at the meeting as
originally called if a quorum had been present.

Section 6.     Voting
---------      ------
   (a)    Except as otherwise provided herein, or by statute, or by the
Certificate of Incorporation, the affirmative vote of those holding of record,
in the aggregate, at least a majority of the issued and outstanding shares of
stock present in person or by proxy and entitled to vote at a meeting of
shareholders with respect to a question or matter brought before such meeting,
shall be necessary and sufficient to decide such question or matter.

   (b)    Except as otherwise provided by statute, or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of stock
of the Corporation entitled to vote thereat shall be entitled to one vote for
each share of stock held by him and registered in his name on the books of the
Corporation.

   (c)    Each shareholder entitled to vote may vote by proxy, provided,
however, that the instrument authorizing such proxy to act shall have been
executed in writing by the shareholder himself, or by his attorney-in-fact
thereunto duly authorized in writing.  No proxy shall be valid after the
expiration of eleven months from the date of its execution, unless the person
executing it shall have specified therein the length of time it is to continue
in force.  Such instrument shall be exhibited to the Secretary at the meeting,
and shall be filed with the records of the Corporation.

   (d)    Any resolution in writing, signed by all of the shareholders entitled
to vote thereon, shall be and constitute action by such shareholders to the
effect therein expressed, with the same force and effect as if the same had been
duly passed by unanimous vote at a duly called meeting of such shareholders, and
it shall be the duty of the Secretary to place such resolution so signed in the
Minute Book of the Corporation under its proper date.

                                     - 4 -

                         ARTICLE III - BOARD OF DIRECTORS
                         --------------------------------

Section 1.     Number, Election and Term of Office
---------      -----------------------------------
   (a)    The number of the directors of the Corporation shall be not less than
three nor more than fifteen.  The Board of Directors by majority vote may
determine, in advance of each meeting of shareholders for the election of
directors, the number of directors to be elected at such meeting.  During any
interval between meetings of shareholders for the election of directors, the
Board of Directors, by majority vote, may increase the number of directors and
any such increase shall be deemed to create vacancies in the Board, to be filled
in the manner prescribed by Section 8 of this Article III.

   (b)    Except as herein or in the Certificate of Incorporation otherwise
provided, the members of the Board of Directors of the Corporation, who need not
be shareholders, shall be elected by the vote of shareholders holding of record,
in the aggregate, at least a plurality of the shares of stock of the corporation
present in person or by proxy and entitled to vote at the annual meeting of
shareholders.

   (c)    Each director shall hold office until the annual meeting of the
shareholders next succeeding his election and until his successor is elected and
qualified, or until his prior death, resignation or removal.

Section 2.     Duties, Powers and Committees
---------      -----------------------------
   (a)    The Board of Directors shall be responsible for the control and
management of the affairs, property and interests of the Corporation, and may
exercise all powers of the Corporation except as herein provided, in the
Certificate of Incorporation or by statute expressly conferred upon or reserved
to the shareholders.

   (b)    The Board of Directors may create and appoint committees to assist the
directors in the conduct of the Corporation's affairs.

Section 3.     Annual and Regular Meetings, Notice
---------      -----------------------------------
   (a)    A regular annual meeting of the Board of Directors shall be held
immediately following the annual meeting of the shareholders at the place of
such annual meeting of shareholders.


                                     - 5 -

   (b)    The Board of Directors, from time to time, may provide by resolution
for the holding of other regular meetings of the Board of Directors, and may fix
the time and place thereof.

   (c)    Notice of any regular meeting of the Board of Directors shall not be
required to be given; provided, however, that in case the Board of Directors
shall fix or change the time or place of any regular meeting, notice of such
action shall be mailed promptly to each director who shall not have been present
at the meeting at which such action was taken, addressed to him at his residence
or usual place of business, unless such notice shall be waived in the manner set
forth in paragraph (c) of Section 4 of this Article III.

   (d)    Any such meeting may be held by conference telephone call.

Section 4. Special Meetings, Notice
---------  ------------------------
   (a)    Special meetings of the Board of Directors shall be held whenever
called by the President, or by any three of the directors, at such time and
place as may be specified in the respective notices or waivers of notice
thereof.

   (b)    Except as otherwise required by statute, notice of such special
meetings shall be mailed directly to each director, addressed to him at his
residence or usual place of business, at least five (5) days before the day on
which the meeting is to be held, or shall be sent to him at such place by
telegram, radio or cable, or shall be delivered to him personally not later than
three days before the day on which the meeting is to be held, or if the meeting
is called by a majority of the Board shall be delivered to him personally not
later than one day before the day on which the meeting is to be held.

   (c)    Notice of any special meeting shall not be required to be given to any
director who shall attend such meeting in person, or to any director who shall
waive notice of such meeting in writing or by telegram, radio or cable, whether
before or after the time of such meeting; and any such meeting shall be a legal
meeting without any notice thereof having been given if all the directors shall
be present thereat.  Notice of any adjourned meeting shall not be required to be
given.

   (d)    Any such special meeting may be held by conference telephone call.

Section 5.     Chairman
---------      --------

                                     - 6 -

   The Board of Directors may select a chairman from among its members.  At all
meetings of the Board of Directors, the Chairman of the Board, if any and if
present, and otherwise then the President shall preside, and in his absence a
chairman chosen by the directors shall preside.

Section 6.     Quorum
---------      ------
   (a)    At all meetings of the Board of Directors, the presence of a majority
of the total number of directors shall be necessary and sufficient to constitute
a quorum for the transaction of business, except as otherwise provided by law,
by the Certificate of Incorporation, or by these by-laws.

   (b)    A majority of the directors present at the time and place of any
regular or special meeting, although less than a quorum, may adjourn the same
from time to time without further notice, until a quorum shall be present.

Section 7.     Manner of Acting
---------      ----------------
   (a)    At all meetings of the Board of Directors, each director present shall
have one vote, irrespective of the number of shares of stock, if any, which he
may hold.   

   (b)    Except as otherwise provided by statute, by the Certificate of
Incorporation or by these by-laws, the action of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors.

   (c)    Any resolution in writing, signed by all of the directors entitled to
vote thereon, shall be and constitute action by such directors to the effect
therein expressed, with the same force and effect as if the same had been duly
passed by unanimous vote at a duly called meeting of such directors, and it
shall be the duty of the Secretary to place such resolution so signed in the
Minute Book of the Corporation under its proper date.

Section 8.     Vacancies
---------      ---------
   Any vacancy in the Board of Directors occurring by reason of an increase in
the number of directors, or by reason of the death, resignation,
disqualification, removal or inability to act of any director, or otherwise,
shall be filled for the unexpired portion of the term by a majority vote of the
remaining directors though less than a quorum, at any regular or special meeting
of the Board of Directors called for that purpose.

Section 9.     Resignation
---------      -----------

                                     - 7 -

   Any director may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary of the Corporation.  Unless otherwise
specified in such written notice, such resignation shall take effect upon
receipt thereof by the Board of Directors or such officer, and the acceptance of
such resignation shall not be necessary to make it effective.

Section 10.    Removal
----------     -------
   Any director may be removed with or without cause at any time by the
affirmative vote of shareholders holding of record in the aggregate at least a
majority of the outstanding shares of the Corporation entitled to vote given at
a special meeting of the shareholders called for the purpose.

Section 11.  Salary   The Board shall establish the compensation of directors; 
-------------------
provided, however, that nothing herein contained shall be construed to preclude
any director from serving the Corporation in any other capacity and receiving 
compensation therefor.

Section 12.  Committees
-----------------------
   The Board of Directors, by resolution adopted by the entire Board, may
designate from among its members an executive committee and such other
committees as they may deem desirable, each consisting of three or more members,
with such powers and authority (to the extent permitted by law) as may be
provided in such resolution.

Section 13.    Indemnification of Directors
----------     ----------------------------
   See Article XI below.

                                     - 8 -


                             ARTICLE IV - OFFICERS
                             ---------------------

Section 1.     Number, Qualifications, Election and Term of Office
---------      ---------------------------------------------------
   (a)    The officers of the Corporation shall consist of a President, one or
more Vice-Presidents, a Secretary, a Treasurer, and such number of Assistant
Vice-Presidents, Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time deem advisable.  Officers may be but are not
required to be a director of the Corporation.  Any two or more offices, except
the offices of President and Secretary, may be held by the same person.

   (b)    The officers of the Corporation shall be elected by the Board of
Directors at its annual meeting and vacancies may be filled, or additional
officers appointed, at any regular or special meeting of the Board of Directors.

Section 2.     Resignation
---------      -----------
   Any officers may resign at any time by giving written notice of such
resignation to the Board of Directors or to the President or the Secretary of
the Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by such officer, and the acceptance of such resignation shall not be necessary
to make it effective.

Section 3.     President
---------      ---------
   The President shall be the chief executive officer of the Corporation, and,
subject to the direction of the Board of Directors, shall have general charge of
the business, affairs and property of the Corporation and general supervision
over its officers and agents.  He or the Chairman of the Board of Directors
shall, if present, preside at all meetings of shareholders.  In general, he
shall perform all duties incident to the office of President and shall see that
all orders and resolutions of the Board of Directors are carried into effect.

Section 4.     Vice-Presidents
---------      ---------------
   During the absence or disability of the President, the Vice-President or, if
there be more than one, the Vice-President designated by the Board of Directors
as Executive Vice-President, shall exercise all the functions of the President
and, when so acting, shall have all the powers of and be subject to all the
restrictions upon the President.  Each Vice-President and Assistant Vice-

                                     - 9 -

President shall have such powers and discharge such duties as may be assigned to
him from time to time by the Board of Directors.

Section 5.     Secretary
---------      ---------
   The Secretary shall:

   (a)    Record all the proceedings of the meetings of the shareholders and
Board of Directors in a book to be kept for that purpose;

   (b)    Cause all notices to be duly given, in accordance with the provisions
of these by-laws and as required by statute;

   (c)    Be custodian of the records and of the seal of the Corporation and
cause such seal to be affixed to all certificates representing stock of the
Corporation prior to their issuance to all instruments, the execution of which
on behalf of the Corporation under its seal shall have been duly authorized in
accordance with these by-laws;   

   (d)    If called upon to do so, prepare or cause to be prepared and submit at
each meeting of the shareholders a certified list in alphabetical order of the
names of the shareholders entitled to vote at such meeting, together with the
number of shares of the respective class of stock held by each;

   (e)    See that the books, reports, statements, certificates and all other
documents and records of the Corporation required by statute are properly kept
and filed;

   (f)    In general, perform all duties incident to the office of Secretary and
such other duties as are given to him by these by-laws, or as from time to time
may be assigned to him by the Board of Directors or the President.

Section 6.     Assistant Secretary
---------      -------------------
   Whenever requested by the Board of Directors or in the absence of disability
of the Secretary, the Assistant Secretary shall perform any or all the duties of
the Secretary, and when so acting, shall have all the powers of, and be subject
to all the restrictions upon, the Secretary.

Section 7.     Treasurer
---------      ---------
   The Treasurer shall:

   (a)    Have charge of and supervision over and be responsible for the funds,
securities, receipts and disbursements of the Corporation;

                                     - 10 -

   (b)    Cause the moneys and other valuable effects of the Corporation to be
deposited in the name and to the credit of the Corporation in such banks or
trust companies as the Board of Directors may select; or as may be selected by
any officer or officers or agent or agents authorized so to do by the Board of
Directors;

   (c)    Cause the funds of the Corporation to be disbursed by checks or
drafts, with such signatures as may be authorized by the Board of Directors,
upon the authorized depositories of the Corporation, and cause to be taken and
preserved proper vouchers for all moneys disbursed;

   (d)    Render to the President or the Board of Directors whenever requested a
statement of the financial condition of the Corporation and of all his
transactions as Treasurer, and render a full financial report at the annual
meeting of the shareholders if called upon to do so;

   (e)    Keep the books of account of all the business and transactions of the
Corporation;

   (f)    Be empowered to require from all officers or agents of the Corporation
reports or statements giving such information as he may desire with respect to
any and all financial transactions of the Corporation; and

   (g)    In general, perform all duties incident to the office of Treasurer and
such other duties as are given to him by these by-laws or as from time to time
may be assigned to him by the Board of Directors or the President.

Section 8.     Assistant Treasurers
---------      --------------------
   Whenever requested by the Board of Directors, or in the absence or
disability of the Treasurer, the Assistant Treasurer shall perform any or all
the duties of the Treasurer, and when so acting, shall have all the powers of,
and be subject to all the restrictions upon, the Treasurer.

Section 9.     Salaries
---------      --------
   The salaries or other compensation of the officers shall be fixed from time
to time by the Board of Directors, and no officer shall be prevented from
receiving such salary or any compensation by reason of the fact that he is also
a director or shareholder of the Corporation.

                                     - 11 -

Section 10.    Sureties and Bonds
----------     ------------------
   In case the shareholders shall so require, any officer or agent of the
Corporation shall execute to the Corporation a bond in such sum and with such
surety or sureties as the shareholders may direct, conditioned upon the faithful
performance of his duties to the Corporation, including responsibility for
negligence and for the accounting of all property, funds or securities of the
Corporation which may come into his hands.

Section 11.    Indemnification of Officers
----------     ---------------------------
     See Article XI below.
                                   ARTICLE V DIVISIONS
                                   -------------------

Section 1.     Creation of Divisions
---------      ---------------------
     The Board of Directors may from time to time create Divisions of the
Corporation as operational units of the Corporation, and may set apart to such
Divisions such aspects or portions of the business, affairs and properties of
the Corporation as the Board of Directors may from time to time determine.

Section 2.     Division Officers
---------      -----------------
     The Board of Directors of the Corporation may appoint as officers of a
Division, a President, one or more Vice Presidents, a Secretary, and any other
officers, all of whom shall serve at the pleasure of the Board of Directors.
The same person may hold two or more offices of a Division, except the offices
of President and Secretary concurrently, and any person holding an office of a
Division may also be elected an officer of the Corporation.  The officers and
all other persons who shall serve a Division in the capacities set forth in this
Article are hereby appointed agents of the Corporation with the powers and
duties herein set forth; provided, however, that the authority of said agents
shall be limited to matters related to the properties, business and affairs of
the Division and shall not extend to any other portion of the properties,
business and affairs of the Corporation.  The Board of Directors may from time
to time authorize the President of the Corporation to appoint and remove all
such officers or assistant or subordinate officers and agents and to prescribe
the powers and duties therefor.

                                     - 12 -

Section 3.     Division President
---------      ------------------
     The President of a Division shall be the Chief Executive Officer of the
Division and shall have the responsibility for the general management of the
affairs of the Division, subject to the direction of the Board of Directors and
the President of the Corporation.  He shall see that all orders, instructions,
policies and resolutions of the Board of Directors and President of the
Corporation relating to the business and affairs of the Division are carried
into effect.

Section 4.     Division Secretary
---------      ------------------
     The Division Secretary shall have the custody of such books and papers,
shall maintain such records and shall have such other powers and duties as may
from time to time be properly prescribed by the Board of Directors, the
President of the Corporation and the Division President.

                           ARTICLE VI - SHARES OF STOCK
                           ----------------------------
Section 1.     Certificate of Stock
---------      --------------------
   (a)    The certificates representing shares of the Corporation shall be in
such form as shall be adopted by the Board of Directors, and shall be numbered
and registered in the order issued.  They shall bear the holder's name and the
number of shares and shall be signed by (i) the Chairman of the Board or the
President or a Vice-President, and (ii) the Secretary or Treasurer or any
Assistant-Secretary or Assistant Treasurer, and may bear the corporate seal.
Where any such certificate is countersigned by a transfer agent, or registered
by a registrar, the signature of any such officer may be a facsimile signature,
and the seal may be a facsimile seal.  In case any officer who signed or whose
facsimile signature or signatures were placed on any such certificate shall have
ceased to be such officer before such certificate is issued, it may nevertheless
be issued by the Corporation with the same effect as if he were such officer at
the date of issue.

   (b)    No certificate representing shares shall be issued until the full
amount of consideration therefor has been paid, except as otherwise permitted by
law.

   (c)    The Board of Directors may authorize the issuance of certificates for
fractions of a share where necessary to effect transactions authorized by the
Business Corporation Law which shall entitle the holder to exercise voting
rights, receive dividends and participate in liquidating distributions, in
proportion to the fractional holdings; or it may authorize the payment in cash
of
                                     - 13 -

the fair value of fractions of a share as of the time when those entitled to
receive such fractions are determined; or it may authorize the issuance of scrip
in registered or bearer form over the signature of an officer of the
Corporation, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a shareholder except as therein
provided.

Section 2.     Lost or Destroyed Certificates
---------      ------------------------------
     The holders of any certificates representing shares of the Corporation
shall immediately notify the Corporation of any loss or destruction of the
certificate representing the same.  The corporation may issue a new certificate
in the place of any certificate theretofore issued by it alleged to have been
lost or destroyed, and the Board of Directors may require the owner of the lost
or destroyed certificate, or his legal representatives, to give the Corporation
a bond in such sum as the Board may direct and with such surety or sureties as
may be satisfactory to the Board to indemnify the Corporation against it on
account of the alleged loss or destruction of any such certificate.  A new
certificate may be issued without requiring any bond when, in the judgment of
the Board of Directors, it is proper so to do.

Section 3.     Transfers of Shares
---------      -------------------
   (a)    Transfers of shares of the Corporation shall be made on the share
records of the Corporation by the holder of record thereof, in person or by his
duly authorized attorney upon surrender and cancellation of the certificate or
certificates representing such shares.  The Corporation shall not be required to
transfer any shares, transfer of which is restricted by agreement or by any law
including the Securities Act.

   (b)    The Corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes and, accordingly,
shall not be bound to recognize any legal, equitable or other claim to, or
interest in such share or shares on the part of any other person, whether or not
it or they shall have express or other notice thereof, except as otherwise
expressly provided by law.
                                     - 14 -

Section 4.     Record Date
---------      -----------
   In lieu of closing the share records of the Corporation, the Board of
Directors may fix, in advance, a date not exceeding fifty days, nor less than
ten days, as the record date for the determination of shareholders entitled to
receive notice of, or to vote, at any meeting of shareholders, or to consent to
any proposal without a meeting, or for the purpose of determining shareholders
entitled to receive payment of any dividends, or allotment of any rights, or for
the purpose of any other action.  If no record date is fixed, the record date
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if no notice is given, the day
on which the meeting is held; the record date for determining shareholders for
any purpose other than as provided for above shall be at the close of business
on the day on which the resolution of the directors relating thereto is adopted.
When a determination of shareholders of record entitled to notice of or to vote
at any meeting of shareholders has been made as provided for herein, such
determination shall apply to any adjournment thereof, unless the directors fix a
new record date for the adjourned meeting.

Section 5.     Agreements
---------      ----------
   Whenever two or more shareholders shall enter into a written agreement
respecting their shares in the Corporation, and shall deposit such agreement
with the Corporation, the Board of Directors shall have the power to provide by
resolution that the shares owned by the signatory shareholders shall be
transferable only in accordance with the provisions of such agreement, and may
direct that a reference to such agreement be endorsed upon every certificate
affected thereby, but the Corporation shall not assume any responsibility for
enforcement of the agreement, nor shall it be liable in any manner for transfers
accomplished in violation of such agreement.


                                     - 15 -

                              ARTICLE VII - DIVIDENDS
                              -----------------------
   Subject to applicable law, dividends may be declared and paid out of any
funds available therefor as often, in such amounts and at such time or times as
the Board of Directors may determine.

                      ARTICLE VIII - EXECUTION OF INSTRUMENTS
                      ---------------------------------------
   All checks, drafts, bills of exchange, acceptance, bonds, endorsements,
notes or other obligations of evidences of indebtedness of the Corporation, and
all deeds, mortgages, indentures, bills of sale, conveyances, endorsements,
assignments, transfers, stock powers or other instruments of transfer,
contracts, agreements, dividend or other order, powers of attorney, proxies,
waivers, consents, returns, reports, certificates, demands, notices or
documents, and other instruments or rights of any nature may be signed,
executed, verified, acknowledged and delivered by such persons (whether or not
officers, agents or employees of the Corporation) and in such manner as from
time to time may be determined by the Board of Directors.

                             ARTICLE IX - FISCAL YEAR
                             ------------------------
   The fiscal year of the Corporation shall be fixed by the Board of Directors
from time to time, subject to applicable law.  Until changed by the directors,
the fiscal year shall commence April 1 and end March 31 of each year.

                            ARTICLE X - CORPORATE SEAL
                            --------------------------
   The corporate seal, if any, shall be in such form as shall be approved from
time to time by the Board of Directors.

              ARTICLE XI - INDEMNIFICATION OF OFFICERS AND DIRECTORS
              ------------------------------------------------------
   Subject only to the exception that no indemnification may be made to or on
behalf of any director or officer if a judgment or other final adjudication
adverse to the director or officer that establishes that his acts were committed
in bad faith or were the result of active and deliberate dishonesty and were
material to the cause of action so adjudicated, or that he personally gained in
                                     - 16 -

fact a financial profit or other advantage to which he was not legally entitled,
the company shall indemnify any person who was or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he is or was a director, officer, employee or agent of the company, or is
or was serving at the request of the company as a director, officer, employee or
agent of another company, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, to the fullest extent under the circumstances
permitted by the Sections 721-726 of said Business Corporation Law.  Such
indemnification (unless ordered by a court) shall be made as authorized in a
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because there is no
judgment or other final adjudication adverse to the director or officer that
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.  Such determination shall be
made (1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit, or proceeding, or (2) if
such quorum is not obtainable, or even if obtainable a quorum of disinterested
directors so directs, (a) by independent legal counsel in a written opinion that
indemnification is proper, or (b) by the stockholders.  The foregoing right of
indemnification shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, 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 a
person.
                                     - 17 -

                             ARTICLE XII - AMENDMENTS
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Section 1.     Power to Amend
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   The Board of Directors shall have power to amend, repeal or adopt laws at
any regular or special meeting of the Board.  However, any by-law adopted by the
Board may be amended or repealed by vote of the holders of shares entitled at
the time to vote for the election of directors.

Section 2.     Amendment Affecting Election of Directors; Notice
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     If any by-law regulating an impending election of directors is adopted,
amended or repealed by the Board, there shall be set forth in the notice of the
next meeting of shareholders for the election of directors the by-law so
adopted, amended or repealed, together with a concise statement of the changes
made.