BY-LAWS

                                       OF

                               IOMEGA CORPORATION

                        (as amended through June 6, 1997)




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                                      -ii-

                                Table of Contents

                                                      ..                   Page

ARTICLE I - Stockholders............................................          1

         1.1      Place of Meetings.................................          1
         1.2      Annual Meeting....................................          1
         1.3      Special Meetings..................................          1
         1.4      Notice of Meetings................................          1
         1.5      Voting List.......................................          1
         1.6      Quorum............................................          2
         1.7      Adjournments......................................          2
         1.8      Voting and Proxies................................          2
         1.9      Action at Meeting.................................          2
         1.10     Action without Meeting............................          2


ARTICLE 2 - Directors...............................................          3

         2.1      General Powers....................................          3
         2.2      Number; Election; Tenure and Qualification........          3
         2.3      Increases and Decreases in the Size of the Board..          4
         2.4      Vacancies.........................................          4
         2.5      Resignation.......................................          4
         2.6      Regular Meetings..................................          4
         2.7      Special Meetings..................................          4
         2.8      Notice of Special Meetings........................          4
         2.9      Meetings by Telephone Conference Calls............          5
         2.10     Quorum............................................          5
         2.11     Action at Meeting.................................          5
         2.12     Action by Consent.................................          5
         2.13     Removal...........................................          5
         2.14     Committees........................................          5
         2.15     Compensation of Directors.........................          6

ARTICLE 3 - Officers................................................          6

         3.1      Enumeration.......................................          6
         3.2      Election..........................................          6
         3.3      Qualification.....................................          6
         3.4      Tenure............................................          6
         3.5      Resignation and Removal...........................          6
         3.6      Vacancies.........................................          7


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         3.7      Chairman of the Board and Vice-Chairman of the Board        7
         3.8      President.........................................          7
         3.9      Vice Presidents...................................          7
         3.10     Secretary and Assistant Secretaries...............          8
         3.11     Treasurer and Assistant Treasurers................          8
         3.12     Bonded Officers...................................          9
         3.13     Salaries..........................................          9

ARTICLE 4 - Capital Stock...........................................          9

         4.1      Issuance of Stock.................................          9
         4.2      Certificates of Stock.............................          9
         4.3      Transfers.........................................          9
         4.4      Lost, Stolen or Destroyed Certificates............         10
         4.5      Record Date.......................................         10

ARTICLE 5 - Indemnification.........................................         10

ARTICLE 6 - General Provisions......................................         11

         6.1      Fiscal Year.......................................         11
         6.2      Corporate Seal....................................         11
         6.3      Execution of Instruments..........................         11
         6.4      Waiver of Notice..................................         12
         6.5      Voting of Securities..............................         12
         6.6      Evidence of Authority.............................         12
         6.7      Certificate of Incorporation......................         12
         6.8      Transactions with Interested Parties..............         12
         6.9      Severability......................................         13
         6.10     Pronouns..........................................         13

ARTICLE 7 - Amendments..............................................         13

         7.1      By the Board of Directors.........................         13
         7.2      By the Stockholders...............................         13
         7.3      Certain Amendments................................         13



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                                     BY-LAWS

                                       OF

                               IOMEGA CORPORATION

                        (as amended through June 6, 1997)


                            ARTICLE 1 - Stockholders

         1.1 Place of Meetings.  All meetings of  stockholders  shall be held at
such place  within or without the State of Delaware  as may be  designated  from
time  to  time  by the  Board  of  Directors  or  the  President  or,  if not so
designated, at the registered office of the corporation.

         1.2 Annual Meeting. The annual meeting of stockholders for the election
of directors and for the  transaction  of such other business as may properly be
brought  before the meeting  shall be held on the third Tuesday of April in each
year, at a time fixed by the Board of Directors or the  President.  If this date
shall fall upon a legal  holiday at the place of the meeting,  then such meeting
shall be held on the next succeeding business day at the same hour. If no annual
meeting  is held in  accordance  with the  foregoing  provisions,  the  Board of
Directors shall cause the meeting to be held as soon thereafter as convenient.

         1.3 Special Meetings. Special meetings of stockholders may be called at
any time by the President or by the Board of Directors.  Business  transacted at
any special meeting of stockholders  shall be limited to matters relating to the
purpose or purposes stated in the notice of meeting.

         1.4 Notice of Meetings.  Except as otherwise  provided by law,  written
notice of each  meeting of  stockholders,  whether  annual or special,  shall be
given not less than 10 nor more than 60 days  before the date of the  meeting to
each stockholder  entitled to vote at such meeting.  The notices of all meetings
shall  state the place,  date and hour of the  meeting.  The notice of a special
meeting shall state, in addition,  the purpose or purposes for which the meeting
is called. If mailed,  notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the corporation.



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                                    -13-

         1.5 Voting List.  The officer who has charge of the stock ledger of the
corporation   shall   prepare,   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, during ordinary business hours, for a period of at least
10 days prior to the meeting, at a place within the city 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 of the  meeting,  and may be  inspected  by any
stockholder who is present.

         1.6 Quorum.  Except as otherwise  provided by law, the  Certificate  of
Incorporation  or these By-Laws,  the holders of a majority of the shares of the
capital stock of the corporation  issued and outstanding and entitled to vote at
the  meeting,  present in person or  represented  by proxy,  shall  constitute a
quorum for the transaction of business.

         1.7  Adjournments.  Any meeting of stockholders may be adjourned to any
other time and to any other place at which a meeting of stockholders may be held
under these By-Laws by the  stockholders  present or  represented at the meeting
and entitled to vote,  although  less than a quorum,  or, if no  stockholder  is
present,  by any officer  entitled to preside at or to act as  Secretary of such
meeting.  It shall not be necessary to notify any stockholder of any adjournment
of less  than 30 days  if the  time  and  place  of the  adjourned  meeting  are
announced  at the  meeting  at which  adjournment  is  taken,  unless  after the
adjournment  a new  record  date is  fixed  for the  adjourned  meeting.  At the
adjourned  meeting,  the  corporation may transact any business which might have
been transacted at the original meeting.

         1.8 Voting and Proxies.  Each stockholder  shall have one vote for each
share of  stock  entitled  to vote  held of  record  by such  stockholder  and a
proportionate  vote for each fractional share so held, unless otherwise provided
in the Certificate of Incorporation. Each stockholder of record entitled to vote
at a meeting  of  stockholders,  or to express  consent or dissent to  corporate
action in writing without a meeting, may vote or express such consent or dissent
in person or may authorize  another  person or persons to vote or act for him by
written proxy executed by the stockholder or his authorized  agent and delivered
to the Secretary of the corporation.  No such proxy shall be voted or acted upon
after three  years from the date of its  execution,  unless the proxy  expressly
provides for a longer period.

         1.9 Action at  Meeting.  When a quorum is present at any  meeting,  the
holders of a majority of the stock present or represented and voting on a matter
(or if there  are two or more  classes  of stock  entitled  to vote as  separate
classes,  then in the case of each such class,  the holders of a majority of the
stock of that class present or represented  and voting on a matter) shall decide
any matter to be voted upon by the  stockholders at such meeting,  except when a
different  vote is required by express  provision  of law,  the  Certificate  of
Incorporation or these ByLaws.  Any election by stockholders shall be determined
by a  plurality  of the votes cast by the  stockholders  entitled to vote at the
election.



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         1.10 Action without  Meeting.  Any action which is required to be taken
or which may be taken at any annual or special  meeting of  stockholders  may be
taken  without a meeting,  without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
all of the outstanding shares of stock that would be entitled to vote thereon at
a meeting of stockholders.


                              ARTICLE 2 - Directors

         2.1 General Powers.  The business and affairs of the corporation  shall
be managed by or under the direction of a Board of  Directors,  who may exercise
all of the powers of the  corporation  except as otherwise  provided by law, the
Certificate of Incorporation or these By-Laws.  In the event of a vacancy in the
Board of Directors,  the remaining  directors,  except as otherwise  provided by
law, may exercise the powers of the full Board until the vacancy is filled.

         2.2      Number; Election; Tenure and Qualification.

                  (a) The number of directors shall not be less than three.  The
exact  number of directors  within the  limitations  specified in the  preceding
sentence  shall be fixed from time to time  pursuant to a resolution  adopted by
the Board of Directors.  The directors shall be elected at the annual meeting of
stockholders  by such  stockholders  as have the right to vote on such election.
Directors need not be stockholders of the corporation.

                  (b) The Board of Directors  shall be and is divided into three
classes:  Class I, Class II and Class III. No one class shall have more than one
director  more than any other class.  If a fraction is contained in the quotient
arrived at by dividing the  authorized  number of directors by three,  then,  if
such fraction is one-third, the extra director shall be a member of Class I, and
if such fraction is two-thirds,  one of the extra directors shall be a member of
Class I and one of the extra  directors  shall be a member  of Class II,  unless
otherwise  provided  from  time to time by  resolution  adopted  by the Board of
Directors.

                  (c) Each director shall serve for a term ending on the date of
the third annual meeting following the annual meeting at which such director was
elected;  provided, that each initial director in Class I shall serve for a term
expiring at the Corporation's annual meeting held in 1998; each initial director
in Class II shall serve for a term expiring at the Corporation's  annual meeting
held in 1999;  and each  initial  director  in Class III shall  serve for a term
expiring at the  Corporation's  annual meeting held in 2000;  provided  further,
that  the  term  of  each  director   shall  continue  until  the  election  and
qualification  of his  successor  and shall be  subject  to his  earlier  death,
resignation or removal.



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         2.3 Increases  and Decreases in the Size of the Board.  In the event of
any  increase  or  decrease  in the  authorized  number of  directors,  (i) each
director then serving as such shall  nevertheless  continue as a director of the
class of which he is a member until the expiration of his current term,  subject
to his earlier  death,  resignation  or removal,  and (ii) the newly  created or
eliminated  directorships  resulting  from such  increase or  decrease  shall be
apportioned  by the Board of Directors  among the three  classes of directors in
accordance  with the  provisions of Section 2.2 above.  To the extent  possible,
consistent  with  the  provisions  of  Section  2.2  above,  any  newly  created
directorships  shall be added to those  classes  whose  terms of  office  are to
expire at the latest dates following such  allocation,  and any newly eliminated
directorships  shall be subtracted from those classes whose terms of offices are
to expire at the earliest dates  following  such  allocation,  unless  otherwise
provided from time to time by resolution adopted by the Board of Directors.

         2.4 Vacancies. Unless and until filled by the stockholders, any vacancy
in the Board of Directors, however occurring, including a vacancy resulting from
an  enlargement  of the  Board,  may be  filled by a vote of a  majority  of the
directors  then in office,  although less than a quorum,  or by a sole remaining
director.  A director  elected to fill a vacancy shall be elected to hold office
until the next  election  of the class for which such  director  shall have been
chosen,  subject to the election and  qualification  of his successor and to his
earlier death, resignation or removal.

         2.5  Resignation.  Any  director may resign by  delivering  his written
resignation to the  corporation  at its principal  office or to the President or
Secretary.  Such  resignation  shall be  effective  upon  receipt  unless  it is
specified to be effective at some other time or upon the happening of some other
event.

         2.6 Regular Meetings. Regular meetings of the Board of Directors may be
held without  notice at such time and place,  either within or without the State
of Delaware, as shall be determined from time to time by the Board of Directors;
provided that any director who is absent when such a determination is made shall
be  given  notice  of the  determination.  A  regular  meeting  of the  Board of
Directors may be held without notice  immediately after and at the same place as
the annual meeting of stockholders.

         2.7 Special Meetings. Special meetings of the Board of Directors may be
held at any time and place, within or without the State of Delaware,  designated
in a call by the Chairman of the Board, President,  two or more directors, or by
one director in the event that there is only a single director in office.



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         2.8  Notice of  Special  Meetings.  Notice of any  special  meeting  of
directors  shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting. Notice shall be given to each director
in person,  by telephone or by telegram  sent to his business or home address at
least 48 hours in advance of the  meeting,  or by written  notice  mailed to his
business or home address at least 72 hours in advance of the  meeting.  A notice
or waiver of notice of a meeting of the Board of Directors  need not specify the
purposes of the meeting.

         2.9 Meetings by Telephone Conference Calls. Directors or any members of
any committee  designated by the directors may  participate  in a meeting of the
Board of Directors or such committee 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  by such means shall constitute
presence in person at such meeting.

         2.10  Quorum.  A majority of the  directors at any time in office shall
constitute a quorum for the transaction of business. In the event one or more of
the directors shall be  disqualified  to vote at any meeting,  then the required
quorum shall be reduced by one for each such director so disqualified,  provided
that in no case  shall less than  one-third  of the  number of  directors  fixed
pursuant to Section 2.2 above constitute a quorum. In the absence of a quorum at
any such meeting,  a majority of the  directors  present may adjourn the meeting
from time to time without further notice other than announcement at the meeting,
until a quorum shall be present.

         2.11 Action at Meeting.  At any  meeting of the Board of  Directors  at
which a quorum is  present,  the vote of a majority  of those  present  shall be
sufficient to take any action,  unless a different vote is specified by law, the
Certificate of Incorporation or these By-Laws.

         2.12 Action by Consent. Any action required or permitted to be taken at
any  meeting  of the  Board of  Directors  or of any  committee  of the Board of
Directors  may be taken  without  a  meeting,  if all  members  of the  Board or
committee, as the case may be, consent to the action in writing, and the written
consents are filed with the minutes of proceedings of the Board or committee.

         2.13  Removal.  Directors  of the  Corporation  may be removed only for
cause by the  affirmative  vote of the  holders  of at least  two-thirds  of the
shares of the  capital  stock of the  Corporation  issued  and  outstanding  and
entitled to vote.



<PAGE>


         2.14 Committees.  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.  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 the committee.  In
the  absence  or  disqualification  of a member of a  committee,  the  member or
members  of the  committee  present at any  meeting  and not  disqualified  from
voting,  whether or not he or they constitute a quorum, may unanimously  appoint
another  member of the Board of  Directors to act at the meeting in the place of
any such  absent or  disqualified  member.  Any such  committee,  to the  extent
provided  in the  resolution  of the  Board  of  Directors  and  subject  to the
provisions of the General  Corporation Law of the State of Delaware,  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. Each
such  committee  shall  keep  minutes  and make  such  reports  as the  Board of
Directors  may from time to time  request.  Except as the Board of Directors may
otherwise  determine,  any  committee  may make  rules  for the  conduct  of its
business,  but unless otherwise  provided by the directors or in such rules, its
business  shall be  conducted  as nearly as  possible  in the same  manner as is
provided in these By-Laws for the Board of Directors.

         2.15 Compensation of Directors. Directors may be paid such compensation
for their services and such reimbursement for expenses of attendance at meetings
as the Board of Directors may from time to time determine. No such payment shall
preclude  any  director  from  serving the  corporation  or any of its parent or
subsidiary  corporations  in any other capacity and receiving  compensation  for
such service.


                              ARTICLE 3 - Officers

         3.1  Enumeration.  The officers of the  corporation  shall consist of a
President,  a Secretary,  a Treasurer  and such other  officers  with such other
titles as the Board of Directors  shall  determine,  including a Chairman of the
Board, a Vice-Chairman of the Board, and one or more Vice Presidents,  Assistant
Treasurers,  and Assistant Secretaries.  The Board of Directors may appoint such
other officers as it may deem appropriate.

         3.2 Election.  The President,  Treasurer and Secretary shall be elected
annually by the Board of Directors  at its first  meeting  following  the annual
meeting  of  stockholders.  Other  officers  may be  appointed  by the  Board of
Directors at such meeting or at any other meeting.

         3.3 Qualification.  The President shall be a director.  No officer need
be a stockholder. Any two or more offices may be held by the same person.

         3.4 Tenure.  Except as otherwise provided by law, by the Certificate of
Incorporation  or by these  By-Laws,  each  officer  shall hold office until his
successor is elected and qualified,  unless a different term is specified in the
vote  choosing or appointing  him, or until his earlier  death,  resignation  or
removal.



<PAGE>


         3.5 Resignation  and Removal.  Any officer may resign by delivering his
written  resignation  to the  corporation  at  its  principal  office  or to the
President or Secretary.  Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other event.

         The Board of Directors,  or a committee  duly  authorized to do so, may
remove any officer with or without  cause.  Except as the Board of Directors may
otherwise  determine,  no officer who resigns or is removed shall have any right
to any  compensation  as an officer for any period  following his resignation or
removal,  or any right to  damages  on  account  of such  removal,  whether  his
compensation  be  by  the  month  or by  the  year  or  otherwise,  unless  such
compensation is expressly  provided in a duly authorized  written agreement with
the corporation.

         3.6 Vacancies. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its  discretion,  leave  unfilled for such
period as it may determine any offices other than those of President,  Treasurer
and Secretary.  Each such successor  shall hold office for the unexpired term of
his predecessor  and until his successor is elected and qualified,  or until his
earlier death, resignation or removal.

         3.7 Chairman of the Board and  Vice-Chairman of the Board. If the Board
of Directors  appoints a Chairman of the Board, he shall perform such duties and
possess  such powers as are  assigned to him by the Board of  Directors.  If the
Board of  Directors  appoints a  Vice-Chairman  of the Board,  he shall,  in the
absence or  disability  of the  Chairman  of the Board,  perform  the duties and
exercise  the powers of the  Chairman of the Board and shall  perform such other
duties and possess  such other  powers as may from time to time be vested in him
by the Board of Directors.

         3.8 President.  The President shall, unless otherwise determined by the
Board of  Directors,  be the Chief  Operating  Officer of the  corporation.  The
President may also be the Chief Executive Officer of the corporation, unless the
Board of Directors has  designated  another  person to serve as Chief  Executive
Officer of the corporation. The President shall, subject to the direction of the
Board of Directors,  have general charge and  supervision of the business of the
corporation.  Unless  otherwise  provided  by the Board of  Directors,  he shall
preside at all  meetings of the  stockholders  and, if he is a Director,  at all
meetings of the Board of  Directors.  The  President  shall  perform  such other
duties and shall  possess such other  powers as the Board of Directors  may from
time to time prescribe.



<PAGE>


         3.9 Vice  Presidents.  Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the  President may from time to
time prescribe. In the event of the absence,  inability or refusal to act of the
President,  the Vice  President  (or if there  shall be more than one,  the Vice
Presidents in the order  determined by the Board of Directors) shall perform the
duties of the President and when so performing  shall have all the powers of and
be subject to all the  restrictions  upon the President.  The Board of Directors
may assign to any Vice President the title of Executive Vice  President,  Senior
Vice President or any other title selected by the Board of Directors.

         3.10 Secretary and Assistant  Secretaries.  The Secretary shall perform
such  duties  and shall  have  such  powers  as the  Board of  Directors  or the
President may from time to time  prescribe.  In addition,  the  Secretary  shall
perform  such duties and have such  powers as are  incident to the office of the
secretary,  including  without  limitation the duty and power to give notices of
all meetings of stockholders and special meetings of the Board of Directors,  to
attend all meetings of stockholders and the Board of Directors and keep a record
of the proceedings, to maintain a stock ledger and prepare lists of stockholders
and their  addresses as required,  to be custodian of corporate  records and the
corporate seal and to affix and attest to the same on documents.

         Any  Assistant  Secretary  shall  perform  such duties and possess such
powers as the Board of  Directors,  the President or the Secretary may from time
to time prescribe.  In the event of the absence,  inability or refusal to act of
the Secretary, the Assistant Secretary, (or if there shall be more than one, the
Assistant  Secretaries in the order  determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary.

         In the  absence of the  Secretary  or any  Assistant  Secretary  at any
meeting of stockholders or directors,  the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.

         3.11 Treasurer and Assistant  Treasurers.  The Treasurer  shall perform
such  duties and shall have such  powers as may from time to time be assigned to
him by the Board of Directors or the President. In addition, the Treasurer shall
perform  such  duties  and have such  powers as are  incident  to the  office of
treasurer,  including  without  limitation  the  duty  and  power to keep and be
responsible for all funds and securities of the corporation, to deposit funds of
the  corporation in depositories  selected in accordance with these By-Laws,  to
disburse  such  funds as  ordered  by the  Board of  Directors,  to make  proper
accounts  of such funds,  and to render as  required  by the Board of  Directors
statements  of all  such  transactions  and of the  financial  condition  of the
corporation.

         The  Assistant  Treasurers  shall  perform such duties and possess such
powers as the Board of  Directors,  the President or the Treasurer may from time
to time prescribe.  In the event of the absence,  inability or refusal to act of
the Treasurer, the Assistant Treasurer, (or if there shall be more than one, the
Assistant  Treasurers in the order  determined by the Board of Directors)  shall
perform the duties and exercise the powers of the Treasurer.



<PAGE>


         3.12 Bonded Officers. The Board of Directors may require any officer to
give the  corporation  a bond in such sum and with such  surety or  sureties  as
shall be  satisfactory  to the Board of Directors upon such terms and conditions
as the Board of Directors, may specify,  including without limitation a bond for
the  faithful  performance  of  his  duties  and  for  the  restoration  to  the
corporation of all property in his possession or under his control  belonging to
the corporation.

         3.13 Salaries.  Officers of the  corporation  shall be entitled to such
salaries,  compensation or  reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.


                            ARTICLE 4 - Capital Stock

         4.1 Issuance of Stock.  Unless  otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation,  the whole or any
part of any unissued balance of the authorized  capital stock of the corporation
or the whole or any part of any unissued balance of the authorized capital stock
of the  corporation  held in its treasury may be issued,  sold,  transferred  or
otherwise disposed of by vote of the Board of Directors in such manner, for such
consideration and on such terms as the Board of Directors may determine.

         4.2  Certificates  of Stock.  Every holder of stock of the  corporation
shall be entitled to have a  certificate,  in such form as may be  prescribed by
law and by the Board of  Directors,  certifying  the  number and class of shares
owned by him in the corporation. Each such certificate shall be signed by, or in
the name of the  corporation by, the Chairman or  Vice-Chairman,  if any, of the
Board of Directors,  or the President or a Vice President,  and the Treasurer or
an  Assistant  Treasurer,  or the  Secretary  or an  Assistant  Secretary of the
corporation. Any or all of the signatures on the certificate may be a facsimile.

         Each  certificate  for  shares  of  stock  which  are  subject  to  any
restriction  on  transfer  pursuant to the  Certificate  of  Incorporation,  the
By-Laws,  applicable  securities  laws or any  agreement  among  any  number  of
shareholders or among such holders and the corporation shall have  conspicuously
noted  on the  face or back  of the  certificate  either  the  full  text of the
restriction or a statement of the existence of such restriction.



<PAGE>


         4.3 Transfers. Subject to the restrictions,  if any, stated or noted on
the stock  certificates,  shares of stock may be transferred on the books of the
corporation  by the surrender to the  corporation  or its transfer  agent of the
certificate  representing  such shares  properly  endorsed or  accompanied  by a
written assignment or power of attorney properly  executed,  and with such proof
of authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require. Except as may be otherwise required by law, by the
Certificate of  Incorporation  or by these  By-Laws,  the  corporation  shall be
entitled to treat the record  holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect to such stock, regardless of any transfer,  pledge or other
disposition of such stock until the shares have been transferred on the books of
the corporation in accordance with the requirements of these By-Laws.

         4.4 Lost, Stolen or Destroyed Certificates. The corporation may issue a
new certificate of stock in place of any previously issued  certificate  alleged
to have been lost,  stolen, or destroyed,  upon such terms and conditions as the
Board of Directors  may  prescribe,  including  the  presentation  of reasonable
evidence of such loss,  theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the  corporation or any
transfer agent or registrar.

         4.5 Record Date.  The Board of Directors may fix in advance a date as a
record date for the  determination of the stockholders  entitled to notice of or
to vote at any meeting of  stockholders  or to express  consent (or  dissent) to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other  distribution or allotment of any rights in respect of any
change,  conversion or exchange of stock, or for the purpose of any other lawful
action.  Such record date shall not be more than 60 nor less than 10 days before
the date of such  meeting,  nor more than 60 days  prior to any other  action to
which such record date relates.

         If  no  record  date  is  fixed,   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 before the day on which  notice is given,
or, if notice is waived,  at the close of  business on the day before the day on
which the meeting is held. The record date for determining stockholders entitled
to express  consent to corporate  action in writing  without a meeting,  when no
prior action by the Board of Directors is  necessary,  shall be the day on which
the  first  written  consent  is  expressed.  The  record  date for  determining
stockholders  for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating to such purpose.

         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.


                           ARTICLE 5 - Indemnification



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         The corporation  shall, to the fullest extent  permitted by Section 145
of the General  Corporation Law of Delaware,  as that Section may be amended and
supplemented from time to time, indemnify any director, officer or trustee which
it shall have  power to  indemnify  under that  Section  against  any  expenses,
liabilities  or other  matters  referred to in or covered by that  Section.  The
indemnification  provided for in this Article (i) shall not be deemed  exclusive
of any other rights to which those indemnified may be entitled under any by-law,
agreement or vote of stockholders or disinterested directors or otherwise,  both
as to action in their official  capacities and as to action in another  capacity
while holding such office,  (ii) shall continue as to a person who has ceased to
be a  director,  officer or trustee  and (iii) shall inure to the benefit of the
heirs,  executors  and  administrators  of  such  a  person.  The  corporation's
obligation to provide  indemnification under this Article shall be offset to the
extent  of any other  source  of  indemnification  or any  otherwise  applicable
insurance  coverage  under a policy  maintained by the  corporation or any other
person.

         To assure  indemnification  under this  Article of all such persons who
are  determined  by  the  corporation  or  otherwise  to  be  or  to  have  been
"fiduciaries"  of any employee  benefit plan of the corporation  which may exist
from time to time, such Section 145 shall, for the purposes of this Article,  be
interpreted as follows: an "other enterprise" shall be deemed to include such an
employee  benefit  plan,  including,   without  limitation,   any  plan  of  the
corporation  which  is  governed  by the  Act  of  Congress  entitled  "Employee
Retirement  Income  Security  Act of 1974",  as amended  from time to time;  the
corporation  shall be deemed  to have  requested  a person to serve an  employee
benefit  plan  where  the  performance  by  such  person  of his  duties  to the
corporation  also  imposes  duties on, or otherwise  involves  services by, such
person to the plan or participants or  beneficiaries  of the plan;  excise taxes
assessed on a person with respect to an employee  benefit plan  pursuant to such
Act of Congress shall be deemed "fines"; and action taken or omitted by a person
with respect to an employee  benefit plan in the  performance  of such  person's
duties for a purpose reasonably believed by such person to be in the interest of
the  participants  and  beneficiaries  of the plan  shall be  deemed to be for a
purpose which is not opposed to the best interests of the corporation.


                         ARTICLE 6 - General Provisions

         6.1 Fiscal Year.  Except as from time to time  otherwise  designated by
the Board of Directors,  the fiscal year of the  corporation  shall begin on the
first day of  January in each year and end on the last day of  December  in each
year.

     6.2 Corporate  Seal.  The corporate  seal shall be in such form as shall be
approved by the Board of Directors.



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         6.3 Execution of Instruments. The President or the Treasurer shall have
power to execute  and deliver on behalf and in the name of the  corporation  any
instrument  requiring the signature of an officer of the corporation,  except as
otherwise provided in these By-Laws, or where the execution and delivery of such
an  instrument  shall be  expressly  delegated by the Board of Directors to some
other officer or agent of the corporation.

         6.4 Waiver of Notice.  Whenever any notice whatsoever is required to be
given by law, by the Certificate of Incorporation or by these By-Laws,  a waiver
of such notice either in writing signed by the person entitled to such notice or
such  person's duly  authorized  attorney,  or by telegraph,  cable or any other
available method, whether before, at or after the time stated in such waiver, or
the  appearance of such person or persons at such meeting in person or by proxy,
shall be deemed equivalent to such notice.

         6.5  Voting  of  Securities.  Except  as the  directors  may  otherwise
designate,  the  President  or  Treasurer  may waive  notice  of, and act as, or
appoint  any  person or persons to act as,  proxy or  attorney-in-fact  for this
corporation  (with  or  without  power  of  substitution)  at,  any  meeting  of
stockholders  or  shareholders  of any other  corporation or  organization,  the
securities of which may be held by this corporation.

         6.6  Evidence of  Authority.  A  certificate  by the  Secretary,  or an
Assistant  Secretary,  or a temporary  Secretary,  as to any action taken by the
stockholders,  directors,  a committee or any officer or  representative  of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.

         6.7  Certificate of  Incorporation.  All references in these By-Laws to
the Certificate of Incorporation  shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.

         6.8 Transactions  with Interested  Parties.  No contract or transaction
between the corporation and one or more of the directors or officers, or between
the corporation and any other corporation,  partnership,  association,  or other
organization  in which one or more of the 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 a  committee  of the
Board of  Directors  which  authorizes  the  contract or  transaction  or solely
because his or their votes are counted for such purpose, if:

                  (1) The material facts as to his  relationship or interest and
         as to the  contract or  transaction  are  disclosed or are known to the
         Board of Directors or the committee, and the Board or committee in good
         faith  authorizes the contract or transaction by the affirmative  votes
         of  a  majority  of  the  disinterested  directors,   even  though  the
         disinterested directors be less than a quorum;



<PAGE>


                  (2) The material facts as to his  relationship or interest and
         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

                  (3) The contract or transaction is fair as to the  corporation
         as of the time it is authorized,  approved or ratified, by the Board of
         Directors, a committee of the Board of Directors, or the stockholders.

         Common or  interested  directors  may be  counted  in  determining  the
presence  of a quorum at a meeting of the Board of  Directors  or of a committee
which authorizes the contract or transaction.

         6.9 Severability. Any determination that any provision of these By-Laws
is for any  reason  inapplicable,  illegal  or  ineffective  shall not affect or
invalidate any other provision of these By-Laws.

         6.10  Pronouns.  All pronouns  used in these By-Laws shall be deemed to
refer to the masculine,  feminine or neuter, singular or plural, as the identity
of the person or persons may require.


                             ARTICLE 7 - Amendments

         7.1 By the Board of Directors. These By-Laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative  vote of a majority of
the  directors  present  at any  regular  or  special  meeting  of the  Board of
Directors at which a quorum is present.

         7.2 By the  Stockholders.  These  By-Laws  may be  altered,  amended or
repealed or new by-laws may be adopted by the affirmative vote of the holders of
a majority  of the shares of the  capital  stock of the  corporation  issued and
outstanding and entitled to vote at any regular meeting of  stockholders,  or at
any  special  meeting  of  stockholders,  provided  notice  of such  alteration,
amendment,  repeal or  adoption  of new  by-laws  shall have been  stated in the
notice of such special meeting.

         7.3 Certain  Amendments.  Notwithstanding  any other provisions of law,
these By-Laws or the Certificate of Incorporation,  and notwithstanding the fact
that a lesser  percentage may be specified by law, the  affirmative  vote of the
holders  of at  least  eighty  percent  (80%)  of  the  votes  which  all of the
stockholders  would be entitled to cast at an annual  election of  directors  or
class of  directors  shall be  required  to amend  or  repeal,  or to adopt  any
provision  inconsistent  with,  Sections  1.10,  2.2,  2.3, 2.4 or 2.13 of these
By-Laws.