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                                                                     Exhibit 3.2







                                     BYLAWS

                                       OF

                             THE RAYMOND CORPORATION


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                        AS AMENDED THROUGH March 24, 1997


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                                     BYLAWS

                                       of

                             THE RAYMOND CORPORATION

                                TABLE OF CONTENTS

                                    ARTICLE I

                             MEETING OF STOCKHOLDERS

Section  1.  Annual Meeting

"             2.  Notice of Annual Meeting

"             3.  Order of Business

"             4.  Special Meetings and Notice Thereof

"             5.  Quorum at Meetings

"             6.  Mode of Voting

"             7.  Waiver of Notice

"             8.  Proxies

"             9.  Qualifications of Voters

                                   ARTICLE II

                                    DIRECTORS

Section  1.  Number of Directors and Term of Office

"             2.  Vacancies in the Board

"             3.  Rules and Regulations

"             4.  Meeting of Board of Directors and Notice Thereof

"             5.  Quorum at Meetings

"             6.  Standing or Temporary Committees

"             7.  Attendance by Electronic Means
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                                   ARTICLE III

                                    OFFICERS
Section  1.  Election

"             2.  Chairman of the Board

"             3.  President

"             4.  Vice Presidents

"             5.  Treasurer

"             6.  Chief Accounting Officer

"             7.  Corporate Controller

"             8.  Secretary

"             9.  Assistant Treasurer

"             10. Assistant Secretary

"             11. Delegation of Duties

"             12. Facsimile Signatures
                                   ARTICLE IV

                                  CAPITAL STOCK

Section  1.  Certificates of Stock

"             2.  Transfers of Shares

"             3.  Loss or Destruction

"             4.  Regulations

                                    ARTICLE V

                                    DIVIDENDS

Section  1.  No Impairment of Capital or
                  Capital Stock

"             2.  Dividends
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                                   ARTICLE VI

                             INSPECTORS OF ELECTION

Section  1.  Appointment

"             2.  Qualification and Certificate of
                   Result of Vote


                                   ARTICLE VII

                                    INDEMNITY

Section  1.  Indemnity

                                  ARTICLE VIII

                                      SEAL

Section  1.  Seal

                                   ARTICLE IX

                                   AMENDMENTS

Section  1.  Manner of Amending

                                    ARTICLE X

                                WAIVER OF NOTICE

Section  1.  Authority to Waive Notice





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                                     BYLAWS

                                       OF

                             THE RAYMOND CORPORATION

                                    ARTICLE I
                             MEETING OF STOCKHOLDERS

Annual Meeting.

         Section 1. (As Amended December 17, 1971, November 5, 1976, December
15, 1978 and March 24, 1997). The Annual Meeting of the Stockholders of this
Corporation shall be held in accordance with the law of the State of New York at
a location and time to be determined by or at the direction of the Board of
Directors in each and every year for the purpose of electing directors.

Notice of Annual Meeting.

         Section 2. (As Amended June 20, 1975) Notice of the time, place and
purpose of such meeting shall be in writing, shall be signed by the President,
Vice-President or Secretary, and shall be served, either personally or by mail,
not less than ten nor more than fifty days before the meeting upon each
stockholder of record entitled to vote at such meeting. If mailed, such notice
shall be directed to each such stockholder at his address as it appears on the
stock books, unless he shall have filed with the Secretary a written request
that notices intended for him be mailed to some other address, in which case it
shall be mailed to the address designated in such request. No business other
than that stated in such notice shall be transacted at such meeting without the
unanimous consent of all of the stockholders present thereat in person or by
proxy.

Order of Business.

         Section 3. At the Annual Meeting of Stockholders, the following shall
be the order of business, viz:

1.       Call of roll.
2.       Proof of proper notice of meeting.
3.       Reports respectively of President, Treasurer
         and Secretary.
4.       Appointment of Inspectors of Election.
5.       Election of Directors.
6.       Miscellaneous Business.


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Special Meetings and Notice Thereof.

         Section 4. Special meetings of stockholders, other than those regulated
by statute, may be held in the Village of Greene, Chenango County, New York, and
at such place or places, either within or without the State of New York,
designated in a waiver of notice of such meeting signed by all of the
stockholders and consenting to holding the meeting at the place so designated,
and may be called at any time by the President or by a majority of the
directors. A written notice of every special meeting stating the time, place and
purpose thereof shall be signed by the President, Vice-President or Secretary,
and shall be served, either personally or by mail, at least ten days before such
meeting. If mailed, such notice shall be directed to each of such stockholder at
his address as it appears on the stock book unless he shall have filed with the
Secretary a written request that notices intended for him be mailed to some
other address, in which case it shall be mailed to the address designated in
such request.

Quorum at Meetings.

         Section 5. A majority of the stock entitled to vote shall constitute a
quorum for the transaction of business, unless a greater number is required by
statute; but any lesser number may adjourn any meeting at such time not
exceeding thirty days and to such place as they may decide upon. No further
notice of any adjourned meeting shall be required.

Mode of Voting.

         Section 6. At each meeting of the stockholders, every stockholder of
record entitled to vote may vote in person or by proxy, and he shall have one
vote for each share of stock standing in his name on the books of the
Corporation. The voting may be viva voce, but any qualified voter may demand a
stock vote, whereupon such stock vote shall be taken by ballot, each of which
shall state the name of the stockholder voting and the number of shares voted by
him, and, if such ballot be cast by proxy, it shall also state the name of such
proxy. At all meetings of stockholders all questions, except those the manner of
deciding which is expressly regulated by statute or by the bylaws of this
Company, shall be determined by a majority vote of the stockholders entitled to
vote thereat present in person or by proxy, and each such stockholder shall be
entitled to only one vote for each share of stock standing in his name on the
books of the Corporation.

Waiver of Notice.

         Section 7. Whenever, under any provisions of these bylaws or any
statute, the Corporation is authorized to take any action at a meeting of
stockholders entitled to vote thereat, after notice to such stockholders or
after the lapse of a prescribed period of time, such action may be taken at the
meeting, without notice and without the lapse of any period of time, if the
required notice and lapse of time be waived in writing by every stockholder
entitled to vote at such meeting or by his attorney thereunto authorized.


<PAGE>

Proxies.

         Section 8. The instrument appointing a proxy shall be in writing and
subscribed by the person making the appointment. The person so appointed need
not be a stockholder. A proxy shall be valid only for eleven months from the
date of the execution unless its duration is specified therein, but every proxy
shall be revocable at the pleasure of the person executing it or of his personal
representatives or assigns.

Qualification of Voters.

         Section 9. (As Amended April 26, 1975) The Board of Directors may fix a
date, not exceeding fifty (50) days preceding the date of any meeting of
stockholders, as a record date for the determination of the stockholders
entitled to notice of and to vote at any such meeting.


                                   Article II

                                    DIRECTORS

Numbers of Directors and Term of Office.

         Section 1. (As Amended March 1, 1975, April 24, 1976, May 5, 1979, May
1, 1982, February 26, 1983, April 30, 1983, October 18, 1984, December 20, 1984,
March 5, 1985, effective May 4, 1985, December 18, l986, April 30, 1988, May 5,
1990, March 4, 1995 and April 29, 1995). The Board of Directors of the
Corporation shall be ten (10) in number, which number within the maximum and
minimum limits specified in the Certificate of Incorporation or amendments
thereto shall be subject to change by the Board of Directors from time to time
by amendment to these Bylaws. In the event of any increase in the number of
directors by amendment of this section, the additional directors may be elected
by a majority of the directors in office at the time of the increase to serve
until the next Annual Meeting of Stockholders. No decrease in the number of
directors shall be effective to remove any director prior to the expiration of
his term of office.

         At each Annual Meeting of the Stockholders, a quorum being present, the
successors to the directors of the class whose terms of office shall expire in
that year shall be elected by a plurality of the votes cast to serve until the
third Annual Meeting of Stockholders thereafter and until their successors are
elected and have qualified.

Vacancies in the Board.

         Section 2. (As Amended April 24, 1976 and December 14, 1995) Any
vacancy in the Board of Directors occurring during the year, through death,
resignation or other cause, shall be filled by a majority vote of the remaining
directors at any special meeting of the Board called for that purpose or at any
regular meeting thereof, and any director elected to fill a vacancy, unless
elected by the stockholders, shall hold office until the next meeting of
stockholders at which the election of directors is in the regular order of
business, provided, however, when the number of directors is increased by the
Board and any newly created directorships are filled by the Board, there shall
be no classification of the additional directors until the next Annual Meeting
of Stockholders. In case of disagreement of the directors as to the person to be
chosen to fill such vacancy, the same shall be filled by the stockholders, at a
meeting called for that purpose.

<PAGE>

Rules and Regulations.

         Section 3. The Board of Directors may adopt such rules, regulations and
bylaws, not inconsistent with these bylaws or law of the State of New York, for
the conduct of its meetings and the management of the affairs of the Corporation
as it may deem proper.

Meetings of Board of Directors and Notice Thereof.

         Section 4. (As Amended May 22, 1956) A regular meeting of the Board of
Directors shall be held immediately after the Annual Meeting of Stockholders.
Special meetings of the Board of Directors shall be held at the times and places
fixed by the Board or upon call of the President or a majority of the Directors.
Five days' written notice of such meeting shall be served personally or by mail
upon each director. Meetings may be held at any time without notice if all
directors are present or if those not present waive notice thereof in writing
either before, at or after the meeting. The directors may hold their meetings at
such place or places, either within or without the State of New York, as the
Board may designate from time to time.

         (Added June 20, 1975) Any action required or permitted to be taken by
the Board or any Committee thereof may be taken without a meeting if all members
of the Board or the Committee consent in writing to the adoption of resolutions
authorizing the action. The resolutions and the written consents thereto by the
members of the Board or Committee shall be filed with the minutes of the
proceedings of the Board or the Committee.

Quorum at Meetings.

         Section 5. (As Amended June 20, 1975, and August 30, l985) The presence
of a majority of the Board of Directors shall be necessary to constitute a
quorum for the transaction of business at any meeting of the Board, but any
director present at the time and place of any meeting, although there is less
than a quorum, may adjourn the same from time to time, without further notice,
until a quorum shall attend.

Standing or Temporary Committees.

         Section 6. (Added April 13, 1960) Standing or temporary committees may
be appointed from its own number by the Board of Directors from time to time and
the Board of Directors may from time to time invest such committees with such
powers as it may see fit subject to such conditions as may be prescribed by such
Board. An executive committee may be appointed by resolution passed by a
majority of the whole Board, which shall have all the powers provided by statute
except as specially limited by the Board and shall keep regular minutes of the
transactions of their meetings and shall report the same to the Board of
Directors at its next meeting.

<PAGE>

Attendance by Electronic Means.

         Section 7. (Added August 14, l986) Any one or more members of the Board
of Directors or of any Committee established by the Board may participate in a
meeting of the Board of Directors or of any such Committee by means of a
conference telephone or similar communications equipment, allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.


                                   ARTICLE III

                                    OFFICERS

Election and Appointment of Officers by Board.

         Section 1. (As Amended June 20, 1975, April 29, 1978, June 19, 1981 and
December 18, 1986). The Officers of the Corporation shall consist of a Chairman
of the Board, a President, one or more Vice Presidents, of whom one may be
appointed Executive Vice President, a Corporate Controller, a Treasurer, one or
more Assistant Treasurers, a Secretary, and one or more Assistant Secretaries.
The Officers shall be elected by a majority vote of the Board of Directors at a
meeting held promptly after the annual meeting of stockholders, and shall hold
office for a term of one year, or until their successors shall be chosen and
qualified, but any Officer may be removed from office at any time by the Board
of Directors. The Board of Directors may elect or appoint such other Officers
and Agents as it may deem proper. The same person may hold two offices, except
those of President and Secretary. Vacancies in the offices shall be filled by
the Board of Directors.

Chairman of the Board.

         Section 2. (As amended November 11, 1959, April 29, 1978, December 18,
1986 and August 2, 1995) The Chairman shall preside over all meetings of
Stockholders, and shall be the Chief Executive Officer of the Corporation and
shall have full charge of the management and supervision of the business of the
Corporation. He shall be an ex-officio member of all standing committees of the
Board except for the Audit Committee and the Executive Compensation Committee.

President.

         Section 3. (As amended November 11, 1959, April 29, 1978, December 18,
1986, March 3, 1988, January 1, 1993 and August 2, 1995). The President shall be
the Chief Operations Officer of the Corporation, and shall perform such other
duties and exercise such other powers as the Board of Directors or the Chairman
may from time to time determine. In the absence or disability of the Chairman,
he shall preside at all meetings of the Stockholders and perform the other
duties of the Chairman, or he may designate the Executive Officers of the
Corporation by whom any such duties shall be performed.


 <PAGE>

Vice Presidents.

         Section 4. (As amended March 25, 1955, November 5, 1976, April 29, 1978
and December 18, 1986) The Vice Presidents shall assist the President and Chief
Executive Officer in the management of the business of the Corporation and in
the implementation of resolutions and orders of the Board of Directors at such
times and in such manner as the President and Chief Executive Officer or
Executive Officer next in authority may deem to be advisable. The Board of
Directors may designate the order of seniority and may also grant such titles as
shall be descriptive of their respective function indicative of their relative
seniority as Vice Presidents. The Vice Presidents in the order of their
seniority as indicated by their titles or as otherwise determined by the Board
of Directors, shall, in the absence or disability of the President and Chief
Executive Officer, exercise the powers and perform the duties of the President,
and they shall also have such other powers and duties as the Board of Directors
may from time to time prescribe.

Treasurer.

         Section 5. (As Amended March 25, 1955) The Treasurer shall endorse, in
the name of the Company, and deposit in its bank account, all checks, drafts,
notes and orders for the payment of money; shall have the care and custody of
all the funds and securities of the Corporation; shall deposit the same in the
name of the Corporation in such bank or trust company as the directors may
designate; shall pay out and disburse the funds of the Corporation under the
direction of the President and perform all duties incidental to his office. The
Treasurer shall render a full and true account of all his receipts and
disbursements and of all moneys and property in his hands or under his control,
whenever requested by order of the majority of the Board of Directors.

Chief Accounting Office

         Section 6. (Added May 4, 1996) The Chief Accounting Officer directs the
establishment and maintenance of the organization's accounting principles,
practices, and procedures for the maintenance of its fiscal records and the
preparation of its financial reports. He shall be responsible for the filing of
such reports, statements and tax returns as may be required by law or senior
management of the Corporation.

Corporate Controller.

         Section 7. (Added April 26, 1975 and amended March 12, l986 and May 4,
1996) The Corporate Controller shall be the assistant to the chief accounting
officer of the Corporation. He shall have charge of the books of account of the
Corporation, and have general supervision of the accounting practices of the
Corporation and each of its subsidiary corporations. He shall be responsible for
cash flow analysis, budgeting and financial forecasting activities, as well as
the reporting of variances/deviations from approved plan. He shall also be
responsible for the preparation of such reports, statements, tax returns,
financial statistics and other data as may be required by law or as may be
prescribed by the Chief Accounting Officer.
 <PAGE>

Secretary.

         Section 8. (As Amended March 25, 1955 and May 22, 1956) The Secretary
shall keep the minutes of the meetings of the Board of Directors and of the
stockholders; shall attend to the giving and serving of all notices of the
Company; shall have charge of the seal of the Corporation and shall affix the
seal to all certificates of stock, when signed by the proper officers; shall
have charge of the stock certificate book and such other books and papers as the
Board may direct; shall also keep, in the office of the Corporation, a stock
book containing the names, alphabetically arranged, of all persons who are
holders of the stock of the Company, showing their places of residence, the
number of shares of stock held by them respectively, the time when they
respectively became owners thereof and the amount paid thereon; shall keep such
books open for inspection, as provided by Section 10 of the Stock Corporation
Law; shall attend to such correspondence as may be assigned to him and shall
perform all the duties incidental to his office, to the extent that any of the
foregoing duties shall be performed by a transfer agent or agents appointed by
the Board of Directors, the Secretary shall be relieved of the same.

Assistant Treasurer.

         Section 9. (As Amended March 25, 1955 and April 26, 1975) The Assistant
Treasurer, in the absence or disability of the Treasurer or when circumstances
shall prevent the latter from acting, shall perform all of the duties and
possess all of the power of the Treasurer.

Assistant Secretary.

         Section 10. (As Amended March 25, 1955 and April 26, 1975) The
Assistant Secretary, in the absence or disability of the Secretary or when
circumstances shall prevent the latter from acting, shall perform all of the
duties and possess all of the powers of the Secretary.

Delegation of Duties.

         Section 11. (As Amended March 25, 1955 and April 26, 1975) The Board of
Directors shall have power to delegate the duties of any officers to any other
officer, and generally to control the actions of the officers and to require the
performance of duties in addition to these mentioned herein. Checks, notes and
similar instruments shall be signed by such officers as the Board may from time
to time designate.

Facsimile Signatures.

         Section 12. (Added May 2, 1956 and Amended April 26, 1975) In the event
that the corporation shall have designated a transfer agent, or agents to
transfer the stock of the corporation, and certificates of stock of the
corporation are signed by such transfer agent, or assistant transfer agent or by
a transfer clerk acting in behalf of the corporation, the signatures of the
officers thereon may be facsimile.

<PAGE>

                                   ARTICLE IV
                            (As Amended May 2, 1956)

                                  CAPITAL STOCK

Certificates of Stock.

         Section 1. (As Amended August 30, l985) Certificates of stock shall be
signed by the Chairman of the Board or President and by the Secretary or
Treasurer and the seal of the corporation shall be affixed thereto. The
signatures of said officers and seal may be facsimile when such certificates are
signed by a transfer agent or an assistant transfer agent or by a transfer clerk
acting in behalf of the corporation.

         In case any officer who has signed or whose facsimile signature has
been used on a certificate, has ceased to be an officer before the certificate
has been delivered, such certificate may, nevertheless, be adopted and issued
and delivered by the corporation as though the officer who signed such
certificate or certificates, or whose facsimile signature or signatures shall
have been used thereon, had not ceased to be such officer of the corporation.

Transfer of Shares.

         Section 2. Transfers of shares shall only be made upon the transfer
books of the corporation kept at the office of the corporation or transfer
agent, or agents, designated to transfer such shares of stock and before a new
certificate is issued the old certificate, or certificates, shall be surrendered
for cancellation.

Loss or Destruction.

         Section 3. In case of loss or destruction of any certificate of stock,
another may be issued in its place upon proof of such loss or destruction, as
the Board of Directors may provide. The Board of Directors may require that a
satisfactory bond of indemnity be given to the Corporation and/or to the
transfer agent of such stock.

Regulations.

         Section 4. The Board of Directors shall have power and authority to
make all such rules and regulations as it may deem expedient concerning the
issue, transfer, conversion and registration of certificates for shares of the
capital stock of the Corporation, not inconsistent with the laws of New York,
the Certificate of Incorporation of the Corporation, and these Bylaws.

<PAGE>

                                    ARTICLE V

                                    DIVIDENDS

No Impairment of Capital or Capital Stock.

         Section 1. No dividend shall be declared or paid which shall impair the
Company's capital or capital stock, nor while its capital or capital stock is
impaired, nor shall any dividends be declared or paid or any distribution be
made of assets to any of the stockholders, either upon reduction of the number
of shares or of the Company's capital or capital stock, unless the value of the
assets remaining after the payment of such dividend or after such distribution
of assets, as the case may be.

Dividends.

         Section 2. (As Amended May 22, 1956) The Corporation shall pay no
dividends on any of its outstanding stock where there is any existing default in
the payment of principal or interest due on its ten-year five and one-half per
cent debenture bonds.


                                   ARTICLE VI.

                             INSPECTORS OF ELECTION

Appointment.

         Section 1. (As Amended May 22, 1956) Two (2) inspectors of election
shall be appointed by the Chairman of the Board at each annual meeting of
stockholders to serve until and including the next annual meeting. If there be a
failure to appoint inspectors, or if any inspector appointed be absent at a
meeting or refuse to act or if his office becomes vacant, the stockholders
present at the meeting and entitled to vote thereat, by a per capita majority
vote, may choose, temporarily, inspectors of the number required.

Qualification and Certificates of Result of Vote.

         Section 2. The inspectors of election, before entering upon the
discharge of their duties, shall be sworn faithfully to execute the duties of
inspector at such meeting, with strict impartiality and according to the best of
their ability, and the oath so taken shall be subscribed by them and immediately
filed with the Secretary, with a certificate of the result of the vote taken at
the election or meeting at which they served.





<PAGE>



                                   ARTICLE VII
                            (As Amended May 2, l987)
                                    INDEMNITY

         Section 1. To the maximum extent permitted by Article 7 of the Business
Corporation Law of the State of New York, as amended from time to time:

                  (a) The Corporation shall indemnify any person made, or
threatened to be made, a party to any action or proceeding (including one by or
in the right of the Corporation to procure a judgment in its favor), whether
civil or criminal, including an action by or in the right of any other
corporation of any type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise, which any director or
officer of the Corporation served in any capacity at the request of the
Corporation, by reason of the fact that he, his testator or intestate, is or was
a director or officer of the Corporation, or is or was serving such other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity, against judgments, fines, amounts paid in settlement
and reasonable expenses, including attorneys' fees actually and necessarily
incurred as a result of such action or proceeding, or any appeal therein.

                  (b) No indemnification may be made to or on behalf of any
director or officer if a judgment or other final adjudication adverse to the
director or officer establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled.

                  (c) The Corporation may, in the discretion of the Board of
Directors, indemnify all corporate personnel of the Corporation, other than
Directors and Officers, in the same manner and to the same extent as any
director or officer shall be indemnified as aforesaid by reason of his being, or
having been, a director or officer of the Corporation or having served any other
company as aforesaid.

                  (d) The Corporation may enter into written indemnification
agreements with Directors, Officers and corporate personnel referred to in
subparagraph (c) hereof, providing for indemnification in accordance with the
terms of this Article VII and containing such other terms, conditions and
procedures deemed by the Corporation necessary or proper to carry out the full
intent of this Article VII.

                                  ARTICLE VIII

                                      SEAL

     Section 1. The Corporate Seal shall be an impression on wax or paper,
circular in form, with the words "The RAYMOND CORPORATION" on the outer margin
thereof, and bearing on the inner portion the words "Incorporated 1887".
<PAGE>

                                   ARTICLE IX

                                   AMENDMENTS

Manner of Amending.

         Section 1. (As Amended May 2, 1956) These bylaws may be altered,
amended, repealed or added to by affirmative vote of the stockholders
representing a majority of the entire outstanding capital stock having voting
power at an annual meeting or at a special meeting called for that purpose or by
the Board of Directors by a majority vote of the whole Board of Directors at any
regular or special meeting.

                                    ARTICLE X

                                WAIVER OF NOTICE
                               (Added May 2, l956)

Authority to Waive Notice.

         Section 1. Whenever under the provisions of these bylaws any
stockholder or Director is entitled to notice of any regular or special meeting
or of any action to be taken by the Corporation, such meeting may be held or
such action may be taken without the giving of such notice, provided every
stockholder or Director entitled to such notice shall in writing waive the
requirement of these bylaws in respect thereto.