BY-LAWS

                                       OF

                               IOMEGA CORPORATION

                        (as amended through June 4, 1998)



<PAGE>


                                Table of Contents

ARTICLE 1 - 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                                 -3-
         1.11     Conduct of Meetings                                    -3-
         1.12     Nomination of Directors                                -3-
         1.13     Notice of Business at Annual Meetings                  -5-

ARTICLE 2 - Directors                                                    -6-
         2.1      General Powers                                         -6-
         2.2      Number; Election; Tenure and Qualification             -6-
         2.3      Increases and Decreases in the Size of the Board       -7-
         2.4      Vacancies                                              -7-
         2.5      Resignation                                            -7-
         2.6      Regular Meetings                                       -7-
         2.7      Special Meetings                                       -7-
         2.8      Notice of Special Meetings                             -7-
         2.9      Meetings by Telephone Conference Calls                 -8-
         2.10     Quorum                                                 -8-
         2.11     Action at Meeting                                      -8-
         2.12     Action by Consent                                      -8-
         2.13     Removal                                                -8-
         2.14     Committees                                             -8-
         2.15     Compensation of Directors                              -9-

ARTICLE 3 - Officers                                                     -9-
         3.1      Enumeration                                            -9-
         3.2      Election                                               -9-
         3.3      Qualification                                          -9-
         3.4      Tenure                                                 -9-
         3.5      Resignation and Removal                                -9-
         3.6      Vacancies                                             -10-
         3.7      Chairman of the Board and Vice-Chairman of the Board  -10-
         3.8      President                                             -10-
         3.9      Vice Presidents                                       -10-
         3.10     Secretary and Assistant Secretaries                   -11-
         3.11     Treasurer and Assistant Treasurers                    -11-
         3.12     Bonded Officers                                       -12-
         3.13     Salaries                                              -12-

ARTICLE 4 - Capital Stock                                               -12-
         4.1      Issuance of Stock                                     -12-
         4.2      Certificates of Stock                                 -12-
         4.3      Transfers                                             -12-
         4.4      Lost, Stolen or Destroyed Certificates                -13-
         4.5      Record Date                                           -13-

ARTICLE 5 - Indemnification                                             -13-

ARTICLE 6 - General Provisions                                          -14-
         6.1      Fiscal Year                                           -14-
         6.2      Corporate Seal                                        -14-
         6.3      Execution of Instruments                              -14-
         6.4      Waiver of Notice                                      -15-
         6.5      Voting of Securities                                  -15-
         6.6      Evidence of Authority                                 -15-
         6.7      Certificate of Incorporation                          -15-
         6.8      Transactions with Interested Parties                  -15-
         6.9      Severability                                          -16-
         6.10     Pronouns                                              -16-

ARTICLE 7 - Amendments                                                  -16-
         7.1      By the Board of Directors                             -16-
         7.2      By the Stockholders                                   -16-
         7.3      Certain Amendments                                    -16-


<PAGE>


                                     BY-LAWS

                                       OF

                               IOMEGA CORPORATION

                        (as amended through June 4, 1998)


                            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.

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 a proxy
executed  in  writing  (or  in  such  other  manner  permitted  by  the  General
Corporation  Law of Delaware) by the  stockholder  or his  authorized  agent and
delivered or  transmitted  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.

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.

1.11     Conduct of Meetings.

     (a) Rules, Regulations and Procedures. The Board of Directors
of  the  corporation  may  adopt  by  resolution  such  rules,  regulations  and
procedures for the conduct of any meeting of  stockholders of the corporation as
it shall deem  appropriate.  Except to the extent  inconsistent with such rules,
regulations and procedures as adopted by the Board of Directors,  the officer of
the corporation  presiding at any meeting of  stockholders  shall have the right
and authority to prescribe such rules,  regulations and procedures and to do all
such acts as, in the judgment of such officer,  are  appropriate  for the proper
conduct of the meeting. Such rules,  regulations or procedures,  whether adopted
by the Board of  Directors  or  prescribed  by the  officer  of the  corporation
presiding at the meeting, may include,  without limitation,  the following:  (i)
the establishment of an agenda or order of business for the meeting;  (ii) rules
and  procedures  for  maintaining  order at the  meeting and the safety of those
present;  (iii)  limitations on attendance at or participation in the meeting to
stockholders of record of the corporation, their duly authorized and constituted
proxies or such other persons as shall be determined; (iv) restrictions on entry
to the  meeting  after the time  fixed  for the  commencement  thereof;  and (v)
limitations  on the time  allotted to  questions  or  comments by  participants.
Unless and to the extent  determined by the Board of Directors or the officer of
the corporation presiding at the meeting,  meetings of stockholders shall not be
required to be held in accordance with the rules of parliamentary procedure.

     (b)  Closing of Polls.  The  officer of the  corporation  presiding  at any
meeting of  stockholders  shall  announce at the meeting when the polls for each
matter to be voted upon at the meeting  will be closed.  If no  announcement  is
made, the polls shall be deemed to have closed upon the final adjournment of the
meeting. After the polls close, no ballots,  proxies or votes or any revocations
or changes thereto may be accepted.

1.12     Nomination of Directors.

     (a) Except for (i) any  directors  entitled to be elected by the holders of
preferred stock or any other  securities of the  Corporation  (other than common
stock) and (ii) any directors  elected in accordance  with Section 2.4 hereof by
the Board of  Directors  to fill a vacancy,  only  persons who are  nominated in
accordance  with the procedures set forth in this Section 1.12 shall be eligible
for election as directors.  Nomination for election to the Board of Directors of
the  corporation  at a  meeting  of  stockholders  may be made  (i) by or at the
direction  of  the  Board  of  Directors  or  (ii)  by  any  stockholder  of the
corporation  entitled to vote for the  election  of  directors  at such  meeting
pursuant to timely notice thereof in writing to the Secretary in accordance with
the  procedures  set forth in this Section 1.12. To be timely,  a  stockholder's
notice must be received by the Secretary at the principal  executive  offices of
the  corporation  as follows:  (a) in the case of an election of directors at an
annual  meeting  of  stockholders,  not less  than 70 days nor more than 90 days
prior to the first anniversary of the preceding year's annual meeting; provided,
however,  that in the event that the date of the annual  meeting is  advanced by
more than 20 days, or delayed by more than 70 days, from such anniversary  date,
to be timely,  a  stockholder's  notice must be so received not earlier than the
ninetieth  day prior to such  annual  meeting  and not  later  than the close of
business on the later of the  seventieth day prior to such annual meeting or the
tenth day  following  the day on which public  announcement  of the date of such
annual  meeting is first made; or (b) in the case of an election of directors at
a special meeting of  stockholders,  not earlier than the ninetieth day prior to
such  special  meeting  and not later than the close of business on the later of
the seventieth day prior to such special  meeting or the tenth day following the
day on which public  announcement  of the date of such special  meeting is first
made. The stockholder's  notice to the Secretary shall set forth: (a) as to each
proposed  nominee (i) such person's name, age,  business  address and, if known,
residence address,  (ii) the principal  occupation or employment of such person,
(iii)  the class and  number  of  shares of stock of the  corporation  which are
beneficially  owned by such person,  and (iv) any other  information  concerning
such  person  that  must be  disclosed  as to  nominees  in proxy  solicitations
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(or any  successor  provision  thereto);  (b) as to the  stockholder  giving the
notice (i) the name and address,  as they appear on the corporation's  books, of
such  stockholder  and (ii) the  class and  number of shares of the  corporation
which are beneficially  owned by such stockholder;  and (c) as to the beneficial
owner,  if any, on whose behalf the  nomination is made (i) the name and address
of such  beneficial  owner  and (ii) the  class  and  number  of  shares  of the
corporation  which are  beneficially  owned by such person.  In addition,  to be
effective,  the stockholder's  notice must be accompanied by the written consent
of the proposed  nominee to serve as a director if elected.  The corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the  corporation  to determine the  eligibility  of such proposed
nominee to serve as a director of the corporation.

     (b) The officer of the  corporation  presiding at any meeting shall, if the
facts  warrant,  determine that a nomination was not properly made in accordance
with the  provisions  of this Section 1.12,  and if he should so  determine,  he
shall  so  declare  to  the  meeting  and  the  defective  nomination  shall  be
disregarded.

     (c) Nothing in the foregoing  provision  shall obligate the  corporation or
the Board of  Directors to include in any proxy  statement or other  stockholder
communication distributed on behalf of the corporation or the Board of Directors
information   with  respect  to  any  nominee  for  directors   submitted  by  a
stockholder.

1.13     Notice of Business at Annual Meetings.

     (a) At any annual meeting of the stockholders,  only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual  meeting,  business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors, (b) otherwise brought before the meeting by or at the direction of
the Board of Directors,  or (c) otherwise properly brought before the meeting by
a stockholder. For business to be properly brought before an annual meeting by a
stockholder,  (i) if such  business  relates to the election of directors of the
corporation,  the  procedures  in Section 1.12 must be complied with and (ii) if
such  business  relates to any other  matter,  the  stockholder  must have given
timely  notice  thereof in  writing  to the  Secretary  in  accordance  with the
procedures set forth in this Section 1.13. To be timely, a stockholder's  notice
must be received by the  Secretary  at the  principal  executive  offices of the
corporation  not  less  than 70 days nor more  than 90 days  prior to the  first
anniversary of the preceding year's annual meeting;  provided,  however, that in
the event that the date of the annual  meeting is advanced by more than 20 days,
or delayed by more than 70 days,  from such  anniversary  date, to be timely,  a
stockholder's  notice must be so received  not earlier  than the  ninetieth  day
prior to such  annual  meeting  and not later than the close of  business on the
later of the  seventieth  day  prior to such  annual  meeting  or the  tenth day
following  the day on which public  announcement  of the date of such meeting is
first made. The stockholder's notice to the Secretary shall set forth as to each
matter the stockholder  proposes to bring before the annual meeting: (a) a brief
description of the business  desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the corporation's books, of the stockholder proposing
such  business,  and the name and address of the  beneficial  owner,  if any, on
whose  behalf the  proposal  is made,  (c) the class and number of shares of the
corporation  which are  beneficially  owned by the  stockholder  and  beneficial
owner,  if  any,  and (d)  any  material  interest  of the  stockholder  or such
beneficial  owner, if any, in such business.  Notwithstanding  anything in these
By-laws to the contrary, no business shall be conducted at any annual meeting of
stockholders  except in accordance with the procedures set forth in this Section
1.13;  provided that any stockholder  proposal which complies with Rule 14a-8 of
the proxy rules (or any successor  provision)  promulgated  under the Securities
Exchange  Act of 1934,  as amended,  and is to be included in the  corporation's
proxy statement for an annual meeting of stockholders  shall be deemed to comply
with the requirements of this Section 1.13.

     (b) The officer of the  corporation  presiding at any meeting shall, if the
facts  warrant,  determine  that  business was not properly  brought  before the
meeting in accordance with the provisions of this Section 1.13, and if he should
so determine,  he shall so declare to the meeting and such business shall not be
transacted.



                             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.

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.

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.

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.

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.

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.

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.

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

         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. 

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;

          (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.