EXHIBIT 3

                                     BY-LAWS

                                       OF

                               RONSON CORPORATION



                                    ARTICLE I
                            Meetings of Stockholders

               Section 1: (Annual Meetings).  The Annual Meeting of Stockholders
for  election of  Directors  and  transaction  of such other  business as may be
brought  before the meeting  shall be held at such place as may be designated by
the  Board  of  Directors  at such  hour as may be  designated  by the  Board of
Directors on such date as may be designated by the Board of Directors.
               Section 2: (Special  Meetings).  Special Meetings of Stockholders
may be held at such  place  as may be  designated  by the  Board  of  Directors,
whenever called in writing by the Board of Directors  pursuant to Article Tenth,
Section (d) of the Certificate of Incorporation.
               Section 3: (Notice). Notice of each Annual and Special Meeting of
Stockholders  shall be given to stockholders by such  publication as is required
by law and by notice in writing at least ten (10) days prior thereto.  Notice of
each Special Meeting shall indicate the object thereof.
               Section 4: (Quorum).  A majority in interest of all stockholders,
whether present in person or by proxy, shall constitute quorum, except as may be
otherwise provided by statute.
               Section 5: (Chairman of Meeting).  The Chief Executive Officer of
the Company,  whether he be the President or the Chairman of the Board,  or such
person as shall be designated  by him in writing shall be the presiding  officer
at all meetings of Stockholders.
               Section  6:  (Adjournment).  At the  order  of the  Chairman  and
presiding officer at the meeting,  an adjournment of any meeting of stockholders
shall be by voice vote of a majority of those stockholders  present in person at
the meeting.
               Section 7: (Inspectors of Election). Inspectors at any meeting of
stockholders  shall be appointed in advance of such meeting by resolution of the
Board of Directors.  If such  inspectors  are not appointed by resolution of the
Board of  Directors,  such  inspectors  shall be  appointed  by the Chairman and
presiding  officer at the meeting.  The number of  inspectors  shall be fixed by
such appointments.
               Section 8: (Filing of Proxies). Upon the call of the Chairman and
presiding officer at the meeting,  all proxies shall be filed with the Secretary
of the Corporation,  or the Secretary of the meeting (who shall be designated by
the Chairman and presiding officer at the meeting), or with such other person as
shall be designated by the Chairman and presiding officer at the meeting.
               Section 9: (Nominations for Board of Directors).
               a. The Board of Directors  acting as a Nominating  Committee or a
         Nominating  Committee  appointed by the Board shall consider and select
         nominees  for  Directors  to be  presented  for  election at the Annual
         Meeting of  Stockholders  or at any Special  Meeting at which Directors
         may be elected.
               b.  Nominations  for the  election  of  Directors  may be made by
         shareowners entitled to vote in the election of Directors, provided the
         shareowners  give timely Notice  thereof in writing to the Secretary of
         the Company.  To be timely, such Notice must be delivered to, or mailed
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         by United States Postal Service certified first class,  postage prepaid
         and received at the principal executive offices of the Company (1) with
         respect to an election  at an Annual  Meeting of  Stockholders  (a) not
         later  than  ninety  (90) days  prior to the first  anniversary  of the
         preceding  year's Annual  Meeting,  or (b) in the event the date of the
         Annual  Meeting is more than sixty (60) days  before  such  anniversary
         date,  not later  than ten (10) days  after the  earlier of the date on
         which public  announcement of the date of such Meeting is first made by
         the Company or the date the Company  first mails Notice of such Meeting
         to  stockholders,  and (2) with  respect to an election to be held at a
         Special Meeting of Stockholders, not later than ten (10) days after the
         earlier of the date on which  public  announcement  of such  Meeting is
         first  made by the  Company  or the date  the  Company  first  mails to
         shareowners Notice of the Special Meeting.
               "Public  announcement"  shall mean  disclosure in a press release
         reported by the Dow Jones News Service,  Associated Press or comparable
         national  news  service  or  in a  document  publicly  filed  with  the
         Securities and Exchange  Commission pursuant to the Securities Exchange
         Act.
               c.  The  written  Notice  to  be  submitted  to  the  Company  by
         shareowners intending to make nominations must set forth: (1) the names
         and addresses of the  shareowners who intend to make  nominations;  (2)
         representations that the shareowners are owners of stock held of record
         entitled  to vote at such  meeting;  (3) the  number of shares  held of
         record  and the  number  of shares  held  beneficially  specifying  the
         nominee name in which the shares are held,  with  written  verification
         thereof;  (4) representations that the shareowners (a) will continue to
         own such stock  through the date on which the  Meeting is held,  and b)
         intend to appear in person or by proxy at the Meeting to  nominate  the
         person or persons specified in the Notice;  (5) the name, age, business
         and residence addresses and principal occupations or employment of each
         nominee;  (6) a  description  of all  arrangements  and  understandings
         between the  shareowners and each nominee and any other persons (naming
         such person or persons) pursuant to which the nomination is to be made;
         (7) such other  information  regarding  each  nominee  proposed by such
         shareowner  as would be required  to be  included in a proxy  statement
         filed pursuant to Regulation  14A  promulgated  under Section 14 of the
         Securities  Exchange Act of 1934,  as now or  hereafter  amended and in
         effect,  had the persons been nominated by the Board of Directors;  and
         (8) a written  consent of each  nominee  to serve as a Director  of the
         Company if elected.  The Company  may require any  proposed  nominee to
         furnish  such  other  information  as may  reasonably  be  required  to
         determine the qualifications of such nominee to serve as a Director.
               d. The Chairman of the Stockholders'  Meeting shall determine and
         declare at the Meeting whether nominations have been made in accordance
         with the Section.  If the Chairman determines that a nomination was not
         made in accordance  hereof,  the Chairman  shall declare at the Meeting
         any  defective  nomination  to be null and void and shall  instruct the
         Inspectors  of Election to disallow  and not record  votes for any such
         nomination.


                                   ARTICLE II
                               Board of Directors

               Section 1: (Quorum).  A majority of the Directors  serving at the
time of any meeting of Directors shall constitute a quorum.
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               Section 2: (Regular  Meetings).  Regular Meetings of the Board of
Directors shall be held at such place as the Board of Directors may from time to
time designate, at an hour to be fixed by the Board of Directors, on such day as
the Board of Directors may designate.
               Section 3: (Annual Meetings).  The Annual Meeting of the Board of
Directors for election of officers and the transaction of such other business as
may be  brought  before  the  meeting  shall be held  promptly  after the Annual
Stockholders' Meeting at such place as the Board of Directors may designate.
               Section 4: (Special  Meetings).  Special Meetings of the Board of
Directors  shall be held  whenever  and  wherever  called,  in  writing,  by the
Chairman of the Board of Directors,  the  President,  or any four (4) Directors.
The notice of the meeting  shall  state the purpose or purposes of such  meeting
and the business  transacted  at such meeting shall be limited to the purpose or
purposes contained in the notice of the meeting.
               Section 5: (Notice of Meetings).  No notice shall be required for
any Annual  Meeting of the Board of  Directors.  Notice of each Regular  Meeting
(except  the  Annual  Meeting),  and of each  Special  Meeting  of the  Board of
Directors,  stating the day,  hour and place of meeting,  shall be given to each
Director at least forty-eight (48) hours prior thereto.


                                   ARTICLE III
                             Committees of the Board

               Section 1: (Executive  Committee).  The Board of Directors,  by a
resolution  adopted by a majority of the whole Board,  shall  designate from its
own members an Executive  Committee  consisting  of not less than three nor more
than four,  including the Chief Executive Officer,  who shall act as Chairman of
the  committee.  The  Chairman  of the  Executive  Committee  shall  also be the
Secretary  of the  Executive  Committee,  or the  Secretary  shall be such other
person as may from time to time be designated by the Chairman.
               The Executive  Committee may hold its meetings on such notice and
at such time and place as the Chairman of the Executive Committee designates, or
the Executive Committee by resolution shall provide. A majority shall constitute
a quorum for the  transaction  of business,  and the committee  Chairman must be
present at each meeting to constitute such quorum.
               Each member of the  Executive  Committee  shall have a vote.  The
affirmative  vote of a  majority  of  those  present  at any  meeting  shall  be
necessary to adopt any  resolution  or to take any action.  In the case of a tie
vote, the Chairman  shall be entitled to a tie-breaking  vote in addition to his
regular  vote.
               The  Secretary  of the  committee  shall  keep  minutes  of  each
committee  meeting,  and he  shall  give  the  minutes  to the  Chairman  of the
Executive  Committee,   who  shall  be  the  custodian   responsible  for  their
safekeeping. Such minutes shall be available for inspection only by the Board of
Directors and by no other person  without the express  consent of the President.
               Actions or  recommendations  of the Executive  Committee shall be
reported to the Board of Directors at its meeting next  succeeding  such actions
or recommendations.
               Compensation of members of the Executive Committee shall be fixed
by resolution of the Board,  except that  compensation  shall not be paid to any
committee member who is receiving  compensation as an officer of the Corporation
or chairman of a committee.

               Section  2:  (Powers  of  Executive  Committee).   The  Executive
Committee,  subject to any  condition  imposed from time to time by the Board of
Directors  and subject to the approval of the Board of  Directors,  may exercise
all powers of the Board of Directors  when the Board is not in session or when a
quorum of the Board of  Directors  does not  attend a meeting  properly  called,
except that it shall not act in conflict with any action or position  previously
<PAGE>
taken by the Board of  Directors,  nor shall it have power to elect the Officers
of the  Corporation,  nor to issue  bonds or  stock of the  Corporation,  nor to
declare dividends, nor to amend these By-laws; nor shall the Executive Committee
have power to act with  respect to any of the matters  provided  for in Sections
(a), (b), (c) and (d) of Article Seventh of the Certificate of Incorporation.
               Section 3:  (Finance  Committee).  The Board of  Directors,  by a
resolution  adopted by a majority of the whole Board,  shall  designate from its
own  members  a  Finance  Committee  of not less  than  three nor more than four
members.  The Board shall designate the Chairman and Secretary of the committee,
who may be one and the same.
               The Chairman of the Finance  Committee  shall receive a salary to
be fixed by the Board of Directors.
               The Finance Committee may hold its meetings on such notice and at
such  time and  place as the  Chairman  thereof  may  designate  or the  Finance
Committee, by resolution,  may provide, and a majority shall constitute a quorum
for the transaction of business.
               Each  member of the  Finance  Committee  shall  have a vote.  The
affirmative  vote of a  majority  of  those  present  at any  meeting  shall  be
necessary to adopt any  resolution  or to take any action.  In the case of a tie
vote, the Chairman  shall be entitled to a tie-breaking  vote in addition to his
regular  vote.
               The  Secretary  of the  committee  shall  keep  minutes  of  each
committee meeting, and he shall give the minutes to the Chief Executive Officer,
who shall be the custodian responsible for their safekeeping. Such minutes shall
be available for inspection  only by the members of the Board of Directors,  but
by no other person without the express consent of the Chief  Executive  Officer.
               Actions or  recommendations  of the  Finance  Committee  shall be
reported to the Board of Directors at its meeting next  succeeding  such actions
or  recommendations.
               Compensation  of members of the Finance  Committee shall be fixed
by resolution of the Board,  except that  compensation  shall not be paid to any
committee member who is receiving  compensation as an officer of the Corporation
or  Chairman  of a  committee.
               Section 4: (Powers of Finance  Committee).  The Finance Committee
shall  examine and inquire into the fiscal  affairs of the  Corporation  and its
financial structure, policy and operation and into all matters incident thereto,
and from time to time make such reports and recommendations thereon to the Board
of Directors as said Committee may deem  advisable.  The Committee shall perform
such other  functions  and shall  exercise  such power and authority as may from
time to time be delegated to it by the Board of Directors.
               Section  5:  (Audit  Committee).  The  Board of  Directors,  by a
resolution  adopted by a majority of the whole Board,  shall  designate from its
own  members  an Audit  Committee  of not less  than  three  nor more  than four
members.  The Board shall designate the Chairman and Secretary of the committee,
who may be one and the same.
               The Audit  Committee  may hold its meetings on such notice and at
such  time  and  place  as the  Chairman  thereof  may  designate  or the  Audit
Committee, by resolution,  may provide, and a majority shall constitute a quorum
for the transaction of business.
               Each  member  of the  Audit  Committee  shall  have a  vote.  The
affirmative  vote of a  majority  of  those  present  at any  meeting  shall  be
necessary to adopt any  resolution  or to take any action.  In the case of a tie
vote, the Chairman  shall be entitled to a tie-breaking  vote in addition to his
regular  vote.
               The  Secretary  of the  committee  shall  keep  minutes  of  each
committee meeting, and he shall give the minutes to the Chief Executive Officer,
who shall be the custodian responsible for their safekeeping. Such minutes shall
be available for inspection  only by the members of the Board of Directors,  but
by no other person without the express consent of the Chief  Executive  Officer.
               Actions  or  recommendations  of the  Audit  Committee  shall  be
reported to the Board of Directors at its meeting next  succeeding  such actions
or  recommendations.
               Compensation  of members of the Audit Committee shall be fixed by
resolution  of the  Board,  except  that  compensation  shall not be paid to any
committee member who is receiving  compensation as an officer of the Corporation
or Chairman of a committee.
<PAGE>
               Section 6: (Powers of Audit Committee). The Audit Committee shall
recommend the selection of independent auditors for the Company and shall review
the scope and timing of their work and the results of their audit. The committee
shall review with the auditors the financial accounting and reporting principles
used  by the  Company,  its  policies  and  procedures  concerning  audits,  its
accounting  and  financial  controls  and any  recommendations  to  improve  its
existing practices.  The committee shall from time to time make such reports and
recommendations  thereon to the Board of Directors as it may deem  advisable and
shall perform such other  functions and shall  exercise such power and authority
as may from time to time be delegated to it by the Board of Directors.
               Section 7: (Other Committees). The Board of Directors may appoint
other  committees  which  shall have and  exercise  such  powers as the Board of
Directors shall confer upon them.


                                   ARTICLE IV
                                    Officers

               Section 1:  (Chairman of the Board).  The Board of Directors,  in
its discretion, may elect one of its members Chairman of the Board. The Chairman
of the Board  shall  preside at all  meetings  thereof and shall have such other
powers and duties as are provided in these  By-laws or as the Board of Directors
may assign to him. The  Chairman of the Board of Directors  shall be entitled to
compensation  to be fixed by the Board of Directors.  The Board of Directors may
designate  the  Chairman  of the Board as the  Chief  Executive  Officer  of the
Company,  in which case he shall have general  charge of the  business  affairs,
property  and  corporate  functions  of the  Company and shall keep the Board of
Directors fully informed with respect thereto.
               Section 2:  (President).  The Board of  Directors,  at its Annual
Meeting,  shall elect a President  from among its members.  The President  shall
preside at all  meetings  of the Board of  Directors  if a Chairman of the Board
shall not have been  elected  pursuant to Section 1 of this  Article,  or if the
Chairman of the Board is unable to attend.  If neither the Chairman of the Board
(if there be a Chairman of the Board) nor the  President is available to preside
at any  meeting  of the Board of  Directors,  either  may  designate  in writing
another member of the Board of Directors to preside at such meeting.
               If neither  the  Chairman  of the Board nor the  President  shall
designate  another  member of the Board of Directors  pursuant to the  preceding
sentence,  the Board of Directors  shall by majority  vote  designate one of its
members to preside at the  meeting in the  absence of the  Chairman of the Board
and the  President.  Unless the Board of  Directors  shall have  designated  the
Chairman  of the  Board as the  Chief  Executive  Officer  of the  Company,  the
President  shall be the Chief  Executive  Officer of the  Company and shall have
general charge of the business affairs,  property and corporate functions of the
Company  and shall  keep the Board of  Directors  fully  informed  with  respect
thereto.  Whether or not he shall be the Chief Executive Officer,  the President
shall have such further powers and duties as are provided in these By-laws or as
the Board of Directors may assign to him.
               Section  3: (Vice  Presidents).  The Board of  Directors,  at its
Annual  Meeting,  may  elect  such  number  of Vice  Presidents  as it may  deem
necessary.  Each such Vice  President  shall have such powers and shall  perform
such duties as shall be assigned to him by the Board of  Directors  or the Chief
Executive Officer.
<PAGE>
               Section 4:  (Secretary).  The Board of  Directors,  at its Annual
Meeting, shall elect a Secretary who shall be sworn to the faithful discharge of
his duties.  He shall, in general,  do all the things required by law to be done
by, or  incident  to, the office of a  Secretary,  including  attendance  at and
keeping  minutes of all meetings of  stockholders  and of Directors  and of each
committee  (unless  otherwise  directed  by the  Board of  Directors  or by such
committee) and recording all such minutes and all the votes of the stockholders,
Directors and  committees in books to be kept for that purpose.  He shall attend
to the giving of all notices  required by law or by these By-laws to be given to
stockholders, Directors or committee members. Any of his duties may be delegated
by him to, and under his direction and  supervision  performed by, any Assistant
Secretary.
               Section 5: (Assistant Secretaries). The Board of Directors at its
Annual  Meeting may elect such number of  Assistant  Secretaries  as it may deem
necessary.  They shall severally have such powers and perform such duties as are
provided in these  By-laws or as may be assigned to them,  respectively,  by the
Board of Directors, the Chief Executive Officer or the Secretary.
               Section 6:  (Treasurer).  The Board of  Directors,  at its Annual
Meeting,  shall elect a Treasurer  who shall be  custodian  of all the funds and
securities of the Company  which may come into his hands and, in general,  shall
do all  things  required  by law to be done or  incident  to the  office  of the
Treasurer.  Any of his duties may be assigned by him to any Assistant Treasurer,
but only if such duties are performed under his direction and supervision and he
remains responsible for their performance.
               Section 7:  (Assistant  Treasurers).  The Board of Directors  may
elect such number of Assistant Treasurers as it shall deem necessary. They shall
severally  have such  powers and perform  such  duties as are  provided in these
By-laws or as may be assigned to them, respectively,  by the Board of Directors,
the Chief Executive Officer or the Treasurer.
               Section 8: (Comptroller).  The Board of Directors,  at its Annual
Meeting,  shall elect a Comptroller who shall be the principal officer in charge
of the accounts of the Company.  He shall report to the Chief Financial  Officer
or, in his absence,  to the Chief Executive Officer.  He shall have such further
powers  and  duties  as are  provided  in  these  By-laws  and as the  Board  of
Directors,  the Chief  Executive  Officer or the Chief  Financial  Officer shall
assign to him.
               Section 9: (Term of Office  and  Removal).  Subject to removal as
herein  set forth,  all  officers  shall  hold  office  until  their  respective
successors  shall have been duly chosen and  qualified.  All  officers  shall be
subject to removal at any time by the Board of Directors (except the Chairman of
the Board and the President,  who shall be subject to removal only for cause) at
any meeting of the Board by the affirmative vote of a majority of the members of
the Board.
               Section 10:  (Delegation  of Powers).  In the event of the death,
resignation,  absence,  disability  or  removal  of any  officer,  the  Board of
Directors or the Chief  Executive  Officer may delegate his powers and duties to
any other officer or officers for the time being.
               Section 11: (Vacancies). A vacancy in any of the offices referred
to in  Sections 1 to 8 inclusive  of this  Article may be filled by the Board of
Directors at any Regular or Special Meeting  thereof.
               Section 12:  (Bonds).  The Treasurer,  and every other officer or
employee  of the  Company  required  to do so by the Board of  Directors,  shall
furnish at the  expense of the  Company,  for the  faithful  performance  of his
duties,  a surety  company bond, in amounts  prescribed by, and with such surety
and in such form as is approved by the Board of Directors.
<PAGE>
                                    ARTICLE V
                                 Corporate Seal

               The Corporate  seal of the Company shall be in a form now used by
the Company,  an impression whereof appears on the margin hereof. The seal shall
be in the charge of the Secretary or the Treasurer.


                                   ARTICLE VI
                              Certificate of Stock

               Certificates  of stock in the  Company  shall  be  signed  by the
President or any Vice  President  designated  in writing by the  President,  and
countersigned by the Treasurer or any Assistant  Treasurer,  or by the Secretary
or any Assistant  Secretary;  provided,  however,  that when such certificate is
signed by a transfer agent or an assistant transfer agent or by a transfer clerk
on behalf of the Company, and a registrar, the signatures of the President, Vice
President,  Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may
be facsimiles.


                                   ARTICLE VII
                               Transfer of Stock

               No transfer of stock of this Company  shall be  recognized by the
Company  unless  made upon its books by the  person or  persons  or  corporation
owning the said stock,  or by his, her, their or its attorney or agent,  legally
constituted  or  appointed,  or in case of  death,  of his,  her or their  legal
representatives.
               The Board of  Directors  shall  have the power to close the stock
transfer  books of the  Company  for a period  not  exceeding  fifty  (50)  days
preceding  the date of any meeting of  stockholders,  or the date for payment of
any  dividend,  or the date for the  allotment  of rights,  or the date when any
change or  conversion  or exchange of capital  stock shall go into effect within
the limits provided by law; provided,  however,  in lieu of so closing the stock
transfer books, the Board of Directors may fix, in advance, a date not exceeding
sixty days  preceding the date of any meeting of  stockholders,  or the date for
the payment of any  dividend,  or the date for the  allotment of rights,  or the
date when any change or  conversion  or exchange of capital  stock shall go into
effect, as a record date for the  determination of the stockholders  entitled to
notice of, and to vote at any such  meeting,  or entitled to receive  payment of
any such dividend, or any such allotment of rights, or to exercise the rights in
respect to any such change, conversion or exchange of capital stock, and in such
case only  stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at such meeting or to receive  payment of such  dividend,
or  allotment  of rights or  exercise  of such  rights,  as the case may be, and
notwithstanding  any transfer of any stock on the books of the Company after any
such record date fixed as aforesaid.
               The Board of Directors shall have power and authority to make all
such rules and regulations as it deems expedient concerning the issue,  transfer
and  registration of certificates  for shares of the capital stock.
               The  Board of  Directors  may  appoint  a  transfer  agent  and a
registrar  of  transfers,  and may  require all stock  certificates  to bear the
signature of such transfer agent and of such registrar of transfers.
<PAGE>
                                  ARTICLE VIII
                                    Dividends

               The Board of Directors,  in accordance  with law, may declare and
cause to be paid dividends in cash, property or shares of stock or securities of
this Company, or shares of stock or securities owned by this Company.


                                   ARTICLE IX
                           Checks, Notes, Drafts, etc.

               Section 1: All  checks,  notes and drafts  which shall be made or
accepted in the name of the  Corporation  shall be signed by such officer and/or
employees as the Board of Directors may from time to time designate.  All notes,
checks and other  negotiable  instruments  received  by the  Corporation  may be
endorsed  for  deposit in any account of the  Corporation  by any officer of the
Corporation who is designated in writing by the Chief Executive Officer.
               Section  2:  All  notes  which  shall  be made in the name of the
Corporation  shall be  signed  by such  officers  as shall  from time to time be
designated by the Board of Directors.


                                    ARTICLE X
                                 Indemnification

               Section  1: Any person who was,  or is, or  hereafter  shall be a
director or officer of the  Corporation  shall be indemnified by the Corporation
against his expenses and liabilities in connection with any proceeding involving
the  director  or  officer by reason of his being or having  been a director  or
officer  of the  Corporation  or of any  other  enterprise,  to the full  extent
permitted  by the laws of the State of New Jersey.
               Section  2:  Whenever  in this  By-law a  Director  or Officer is
referred  to, such  reference  shall be inclusive  of his heirs,  executors  and
administrators.
               Section 3: The foregoing  right of  indemnification  shall be in
addition to, and not in  restriction or limitation of, any other rights to which
the Directors and Officers of the Corporation may be entitled as a matter of law
or equity or under any By-laws, agreement, vote of stockholders, or otherwise.


                                   ARTICLE XI
                              Amendment of By-laws

               These  By-laws  may  be  altered,  amended  and  repealed  by the
affirmative  vote of a majority of the Board of Directors,  subject to the power
of the stockholders of the Corporation entitled to vote thereon, to alter, amend
or  repeal  any  By-laws  made by the  Board of  Directors  and  subject  to the
Certificate of Incorporation.