EXHIBIT - 3.2
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                                    RESTATED
                                    -------
                                    BY - LAWS
                                    ---------

                                       OF

                                SCAN-OPTICS, INC.
                                ----------------
                            (A Delaware Corporation)

                                   AS AMENDED
                                   ----------
                                _________________



                                   ARTICLE I
                                   ---------

                                  STOCKHOLDERS
                                  ------------

1.   CERTIFICATES REPRESENTING STOCK. Every holder of stock in the corporation
     shall be entitled to have a certificate signed by, or in the name of, the
     corporation by the Chairman or Vice-Chairman of the Board of Directors, if
     any, or by the President or a Vice-President and by the Treasurer or an
     Assistant Treasurer or the Secretary or an Assistant Secretary of the
     corporation certifying the number of shares owned by him in the
     corporation. If such certificate is countersigned by a transfer agent other
     than the corporation or its employee or by a registrar other than the
     corporation or its employee, any other signature on the certificate may be
     a facsimile. In case any officer, transfer agent, or registrar who has
     signed or whose facsimile signature has been placed upon a certificate
     shall have ceased to be such officer, transfer agent, or registrar before
     such certificate is issued, it may be issued by the corporation with the
     same effect as if he were such officer, transfer agent, or registrar at the
     date of issue.

     Whenever the  corporation  shall be authorized to issue more than one class
     of stock or more than one series of any class of stock,  and  whenever  the
     corporation  shall issue any shares of its stock as partly paid stock,  the
     certificates representing shares of any such class or series or of any such
     partly paid stock shall set forth thereon the statements  prescribed by the
     General  Corporation  Law. Any restrictions on the transfer or registration
     of  transfer  of any shares of stock of any class or series  shall be noted
     conspicuously on the certificate representing such shares.

     The  corporation  may  issue a new  certificate  of  stock  in place of any
     certificate theretofore issued by it, alleged to have been lost, stolen, or
     destroyed,  and the Board of  Directors  may require the owner of any lost,
     stolen, or destroyed certificate, or his legal representative,  to give the
     corporation  a bond  sufficient to indemnify  the  corporation  against any
     claim that may be made against it on account of the alleged loss, theft, or
     destruction  of any  such  certificate  or the  issuance  of any  such  new
     certificate.

2.   FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be required
     to, issue fractions of a share. In lieu thereof it shall either pay in cash
     the fair value of fractions of a share, as determined by the Board of
     Directors, to those entitled thereto or issue scrip or



<PAGE>


     fractional  warrants  in  registered  or  bearer  form  over the  manual or
     facsimile  signature  of an  officer  of the  corporation  or of its agent,
     exchangeable  as  therein  provided  for full  shares,  but  such  scrip or
     fractional  warrants  shall  not  entitle  the  holder  to any  rights of a
     stockholder except as therein provided.  Such scrip or fractional  warrants
     may be issued  subject to the condition  that the same shall become void if
     not exchanged for certificates  representing  full shares of stock before a
     specified  date, or subject to the  condition  that the shares of stock for
     which such scrip or fractional warrants are exchangeable may be sold by the
     corporation  and the proceeds  thereof  distributed  to the holders of such
     scrip or fractional warrants,  or subject to any other conditions which the
     Board of Directors may determine.

3.   STOCK TRANSFERS.  Upon compliance with provisions  restricting the transfer
     or  registration  of  transfer  of shares of stock,  if any,  transfers  or
     registration  of transfers of shares of stock of the  corporation  shall be
     made only on the stock ledger of the  corporation by the registered  holder
     thereof, or by his attorney thereunto  authorized by power of attorney duly
     executed and filed with the Secretary of the corporation or with a transfer
     agent or a  registrar,  if any,  and on  surrender  of the  certificate  or
     certificates for such shares of stock properly  endorsed and the payment of
     all taxes due thereon.

4.   RECORD  DATE  FOR   STOCKHOLDERS.   For  the  purpose  of  determining  the
     stockholders   entitled  to  notice  of  or  to  vote  at  any  meeting  of
     stockholders  or any  adjournment  thereof,  or to  express  consent  to or
     dissent from any corporate action in writing without a meeting,  or for the
     purpose of  determining  stockholders  entitled  to receive  payment of any
     dividend or other  distribution or the allotment of any rights, or entitled
     to exercise any rights in respect of any change, conversion, or exchange of
     stock,  or for the purpose of any other lawful  action,  the  directors may
     fix, in advance,  a date as the record date for any such  determination  of
     stockholders. Such date shall not be more than sixty days nor less than ten
     days before the date of such meeting, nor more than sixty days prior to any
     other  action.  If no  record  date  is  fixed,  the  record  date  for the
     determination of stockholders entitled to notice of or to vote at a meeting
     of stockholders shall be at the close of business on the day next preceding
     the day on which notice is given, or, if notice is waived,  at the close of
     business  on the day next  preceding  the day on which the meeting is held;
     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  thereto.  When a determination of stockholders of
     record entitled to notice of or to vote at any meeting of stockholders  has
     been made as provided in this paragraph,  such determination shall apply to
     any adjournment thereof; provided, however, that the Board of Directors may
     fix a new record date for the adjourned meeting.

5.   MEANING OF CERTAIN TERMS.  As used herein in respect of the right to notice
     of a meeting of  stockholders or a waiver thereof or to participate or vote
     thereat,  as the case may be,  the term  "share" or  "shares"  or "share of
     stock" or "shares of stock" or "stockholder" or "stockholders" refers to an
     outstanding  share or shares of stock and to a holder or  holders of record
     of outstanding  shares of stock when the corporation is authorized to issue
     only one class of shares of stock,  and said  reference is also intended to
     include any outstanding  share or shares of stock and any holder or holders
     of record of  outstanding  shares of stock of any class  upon which or upon
     whom the certificate of  incorporation  confers such rights where there are
     two or more classes or series of shares of stock or upon which or upon whom
     the General  Corporation Law confers such rights  notwithstanding  that the
     certificate of incorporation  may provide for more than one class or series
     of shares of stock,  one or more of which are limited or denied such rights
     thereunder;  provided,  however, that no such right


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     shall  vest in the event of an  increase  or a decrease  in the  authorized
     number of shares of stock of any class or series which is otherwise  denied
     voting rights under the provisions of the certificate of incorporation.

6.   STOCKHOLDER MEETINGS.
--------------------------

     TIME.  The annual  meeting shall be held on the date and at the time fixed,
     from  time to time,  by the  directors,  provided,  that the  first  annual
     meeting  shall  be  held  on  a  date  within  thirteen  months  after  the
     organization of the corporation,  and each successive  annual meeting shall
     be held on a date within  thirteen  months after the date of the  preceding
     annual meeting. A special meeting shall be held on the date and at the time
     fixed by the directors.

     PLACE.  Annual  meetings and special  meetings shall be held at such place,
     within or without the State of Delaware, as the directors may, from time to
     time fix.  Whenever the directors shall fail to fix such place, the meeting
     shall be held at the registered  office of the  corporation in the State of
     Delaware.

     CALL.  Annual meetings and special  meetings may be called by the directors
     or by any officer instructed by the directors to call the meeting.

     NOTICE OR WAIVER OF NOTICE.  Written notice of all meetings shall be given,
     stating  the place,  date,  and hour of the  meeting  and stating the place
     within the city or other  municipality  or  community  at which the list of
     stockholders of the  corporation  may be examined.  The notice of an annual
     meeting  shall state that the meeting is called for  election of  directors
     and for the  transaction  of other  business which may properly come before
     the  meeting,  and shall,  (if any other  action  which could be taken at a
     special meeting is to be taken at such annual meeting) state the purpose or
     purposes.  The notice of a special meeting shall in all instances state the
     purpose or  purposes  for which the  meeting  is  called.  If any action is
     proposed to be taken which would, if taken, entitle stockholders to receive
     payment for their shares of stock,  the notice shall include a statement of
     that  purpose  and to that  effect.  Except as  otherwise  provided  by the
     General  Corporation  Law,  a copy of the  notice of any  meeting  shall be
     given,  personally  or by mail,  not less than ten days nor more than fifty
     days  before the date of the  meeting,  unless the lapse of the  prescribed
     period of time shall have been waived,  and directed to each stockholder at
     his record  address or at such other address which he may have furnished by
     request in  writing to the  Secretary  of the  corporation.  Notice by mail
     shall be deemed to be given when deposited,  with postage thereon  prepaid,
     in the United States mail.  If a meeting is adjourned to another time,  not
     more  than  thirty  days  hence,   and/or  to  another  place,  and  if  an
     announcement of the adjourned time and/or place is made at the meeting,  it
     shall not be necessary to give notice of the adjourned  meeting  unless the
     directors,  after  adjournment,  fix a new  record  date for the  adjourned
     meeting.  Notice need not be given to any stockholder who submits a written
     waiver  of  notice  by him or  before  or after  the time  stated  therein.
     Attendance  of a person at a meeting of  stockholders  shall  constitute  a
     waiver of notice of such  meeting,  except when the  stockholder  attends a
     meeting for the  express  purpose of  objecting,  at the  beginning  of the
     meeting,  to the  transaction  of any  business  because the meeting is not
     lawfully called or convened.  Neither the business to be transacted at, nor
     the purpose of, any regular or special meeting of the stockholders  need be
     specified in any written waiver of notice.

     STOCKHOLDER  LIST.  The officer  who has charge of the stock  ledger of the
     corporation  shall prepare and make, at least ten days before every meeting
     of  stockholders,  a  complete  list  of


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     the stockholders,  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  ten days  prior to the  meeting,  either  at a place
     within the city or other  municipality or community where the meeting is to
     be held, which place shall be specified in the notice of the meeting, or if
     not so  specified,  at the place where the meeting is to be held.  The list
     shall also be produced  and kept at the time and place 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 thereof,  and may be inspected by any
     stockholder who is present.  The stock ledger shall be the only evidence as
     to who are the stockholders  entitled to examine the stock ledger, the list
     required by this section or the books of the corporation, or to vote at any
     meeting of stockholders.

     CONDUCT OF MEETING.  Meetings of the stockholders shall be presided over by
     one of the following  officers in the order of seniority and if present and
     acting - the Chairman of the Board, if any, the Vice-Chairman of the Board,
     if any, the President, a Vice-President, or, if none of the foregoing is in
     office  and  present  and  acting,  by a  chairman  to  be  chosen  by  the
     stockholders.  The  Secretary of the  corporation,  or in his  absence,  an
     Assistant  Secretary,  shall  act as  secretary  of every  meeting,  but if
     neither the Secretary nor an Assistant Secretary is present the Chairman of
     the meeting shall appoint a secretary of the meeting.

     PROXY  REPRESENTATION.  Every  stockholder may authorize  another person or
     persons to act for him by proxy in all  matters in which a  stockholder  is
     entitled to participate,  whether by waiving notice of any meeting,  voting
     or participating at a meeting,  or expressing  consent or dissent without a
     meeting.  Every  proxy  must  be  signed  by  the  stockholder  or  by  his
     attorney-in-fact.  No proxy  shall be voted or acted upon after three years
     from its date  unless  such  proxy  provides  for a longer  period.  A duly
     executed  proxy shall be  irrevocable  if it states that it is  irrevocable
     and, if, and only as long as, it is coupled with an interest  sufficient in
     law to  support  an  irrevocable  power.  A proxy  may be made  irrevocable
     regardless  of whether the interest with which it is coupled is an interest
     in the stock itself or an interest in the corporation generally.

     INSPECTORS AND JUDGES. The directors,  in advance of any meeting,  may, but
     need not, appoint one or more inspectors of election or judges of the vote,
     as the case may be, to act at the meeting or any adjournment thereof. If an
     inspector or  inspectors or judge or judges are not  appointed,  the person
     presiding at the meeting may, but need not,  appoint one or more inspectors
     or judges. In case any person who may be appointed as an inspector or judge
     fails to appear or act,  the vacancy may be filled by  appointment  made by
     the  directors  in advance of the  meeting or at the  meeting by the person
     presiding  thereat.  Each inspector or judge,  if any, before entering upon
     the  discharge  of his duties,  shall take and sign an oath  faithfully  to
     execute  the  duties of  inspector  or judge at such  meeting  with  strict
     impartiality  and according to the best of his ability.  The  inspectors or
     judges,  if any, shall determine the number of shares of stock  outstanding
     and the  voting  power of each,  the  shares  of stock  represented  at the
     meeting, the existence of a quorum, the validity and effect of proxies, and
     shall receive votes, ballots or consents, hear and determine all challenges
     and  questions  arising  in  connection  with the right to vote,  count and
     tabulate all votes, ballots or consents,  determine the result, and do such
     acts as are proper to conduct  the  election  or vote with  fairness to all
     stockholders.  On request  of the  person  presiding  at the  meeting,  the
     inspector or inspectors


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     or  judge  or  judges,  if any,  shall  make a  report  in  writing  of any
     challenge,  question  or  matter  determined  by him or them and  execute a
     certificate of any fact found by him or them.

     QUORUM.  The holders of a majority of the outstanding shares of stock shall
     constitute a quorum at a meeting of stockholders for the transaction of any
     business.  The  stockholders  present may  adjourn the meeting  despite the
     absence of a quorum.

     VOTING.  Each share of stock shall entitle the holder  thereof to one vote.
     In the  election of  directors,  a plurality of the votes cast shall elect.
     Any other action shall be authorized by a majority of the votes cast except
     where the General  Corporation  Law  prescribes a different  percentage  of
     votes  and/or a different  exercise  of voting  power.  In the  election of
     directors,  voting  need not be by  ballot.  Voting by ballot  shall not be
     required for any other corporate action except as otherwise provided by the
     General Corporation Law.

     7. NOTICE OF STOCKHOLDER  PROPOSALS.  (a) At an annual  meeting,  only such
     business shall be conducted,  and only such proposals  shall be acted upon,
     as shall have been  brought  before the  annual  meeting  (i) by, or at the
     direction of, the Board of Directors or (ii) by a stockholder  who complies
     with the notice procedures set forth in this Section of the By-Laws.  For a
     proposal to be properly  brought before an annual meeting by a stockholder,
     the  stockholder  must have given timely  notice  thereof in writing to the
     Secretary.  To be timely,  a stockholder's  notice must be delivered to, or
     mailed and received at, the principal  executive offices of the corporation
     not less than forty days nor more than ninety  days prior to the  scheduled
     annual meeting, regardless of any postponements,  deferrals or adjournments
     of that meeting to a later date; provided, however, that if less than fifty
     days' notice or prior public disclosure of the date of the scheduled annual
     meeting is given or made, notice by the stockholder to be timely must be so
     delivered or received not later than the close of business on the tenth day
     following  the  earlier of the day on which such  notice of the date of the
     scheduled  annual  meeting  was  mailed  or the day on  which  such  public
     disclosure  was made. A  stockholder's  notice to the  Secretary  shall set
     forth as to each matter the stockholder proposes to bring before the annual
     meeting  (i) a brief  description  of the  proposal  desired  to be brought
     before the annual meeting and the reasons for  conducting  such business at
     the  annual  meeting,  (ii) the name and  address,  as they  appear  on the
     corporation's books, of the stockholder proposing such business,  (iii) the
     class and number of shares which are beneficially  owned by the stockholder
     on the date of such  stockholder  notice and (iv) any material  interest of
     the stockholder in such proposal.

         (b) If the presiding  officer of the annual meeting  determines  that a
stockholder  proposal was not made in accordance with the terms of this Section,
he shall so declare at the annual  meeting  and any such  proposal  shall not be
acted upon at the annual meeting.

         (c) This provision shall not prevent the  consideration and approval or
disapproval  at the  annual  meeting  of  reports  of  officers,  directors  and
committees of the Board of Directors,  but, in connection with such reports,  no
business shall be acted upon at such annual  meeting  unless  stated,  filed and
received as herein provided.

                  8.  STOCKHOLDER  ACTION.  No action by  stockholders  shall be
     taken except as provided in the certificate of incorporation.

                                   ARTICLE II
                                   ----------

                                    DIRECTORS
                                    ---------


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1.   FUNCTIONS AND DEFINITION.  The business of the corporation shall be managed
     by the Board of Directors of the corporation.  The use of the phrase "whole
     board" herein refers to the total number of directors which the corporation
     would have if there were no vacancies.

2.   QUALIFICATION  AND NUMBER. A director need not be a stockholder,  a citizen
     of the United States, or a resident of the State of Delaware. The number of
     directors  constituting  the whole board and of any class  thereof shall be
     that number determined from time to time by the Board of Directors pursuant
     to the certificate of incorporation.

3.   (a)  NOMINATION OF DIRECTORS.  Only persons who are nominated in accordance
     with the  procedures  set forth in these By-Laws shall be eligible to serve
     as directors. Nominations of persons for election to the Board of Directors
     may be made at a meeting of stockholders  (a) by or at the direction of the
     Board of Directors or (b) by any stockholder who is a stockholder of record
     at the time of giving  notice  provided for in this  Section,  who shall be
     entitled  to vote for the  election  of  directors  at the  meeting and who
     complies  with  the  notice  procedures  set  forth in this  Section.  Such
     nominations,  other than those made by or at the  direction of the Board of
     Directors,  shall be made  pursuant  to  timely  notice in  writing  to the
     Secretary.  To be timely,  a stockholder's  notice shall be delivered to or
     mailed and received at the principal  executive  offices of the corporation
     not less than forty days nor more than  ninety  days prior to the  meeting;
     provided,  however,  that in the event that less than fifty days' notice or
     prior  public  disclosure  of the date of the  meeting  is given or made to
     stockholders,  notice by the  stockholder  to be timely must be so received
     not later than the close of business on the tenth day following the earlier
     of the day on which such  notice of the date of the  meeting  was mailed or
     the day on which such public disclosure was made. Such stockholder's notice
     shall set forth (a) as to each  person  whom the  stockholder  proposes  to
     nominate for election or reelection as a director all information  relating
     to such person that is required to be disclosed in solicitations of proxies
     for election of directors,  or is otherwise required, in each case pursuant
     to  Regulation  14A under the  Securities  Exchange Act of 1934, as amended
     (including  such  person's  written  consent  to  being  named  in a  proxy
     statement as a nominee and to serving as a director if elected); and (b) as
     to the  stockholder  giving the notice  (i) the name and  address,  as they
     appear on the  corporation's  books,  of such  stockholder  proposing  such
     nomination  and any  other  stockholders  known by such  stockholder  to be
     supporting such  nomination,  and (ii) the class and number of shares which
     are beneficially owned by such stockholder.  At the request of the Board of
     Directors, any person nominated by the Board of Directors for election as a
     director shall furnish to the Secretary that information required to be set
     forth  in a  stockholder's  notice  of  nomination  which  pertains  to the
     nominee.  The presiding officer of the meeting shall, if the facts warrant,
     determine  and declare to the  meeting  that a  nomination  was not made in
     accordance with the procedures  prescribed by the By-Laws, and if he should
     so  determine,  he  shall  so  declare  to the  meeting  and the  defective
     nomination shall be disregarded. Notwithstanding the foregoing provision of
     this  Section,   a  stockholder  shall  also  comply  with  all  applicable
     requirements  of the Securities  Exchange Act of 1934, as amended,  and the
     rules and  regulations  thereunder with respect to the matters set forth in
     this Section.

         (b) DIRECTORS - ELECTION AND TERM. Directors shall be elected and shall
hold  office  in  accordance   with  the   provisions  of  the   certificate  of
incorporation.  Any director  may resign at any time upon written  notice to the
corporation.


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4. MEETINGS.
------------

     TIME.  Meetings  shall be held at such time as the Board shall fix,  except
     that the first meeting of a newly elected Board shall be held as soon after
     its election as the directors may conveniently assemble.

     PLACE.  Meetings shall be held at such place within or without the State of
     Delaware as shall be fixed by the Board.

     CALL. No call shall be required for regular meetings for which the time and
     place  have  been  fixed.  Special  meetings  may  be  called  by or at the
     direction of the Chairman of the Board,  if any, the  Vice-Chairman  of the
     Board,  if any,  of the  President,  or of a majority of the  directors  in
     office.

     NOTICE OR ACTUAL OR  CONSTRUCTIVE  WAIVER.  No notice shall be required for
     regular  meetings  for which the time and place have been  fixed.  Written,
     oral,  or any other mode of notice of the time and place shall be given for
     special  meetings in  sufficient  time for the  convenient  assembly of the
     directors  thereat.  The notice of any meeting need not specify the purpose
     of the meeting.  Any  requirement of furnishing a notice shall be waived by
     any director who signs a written  waiver of such notice before or after the
     time stated therein.

                  QUORUM  AND  ACTION.  A  majority  of the  whole  Board  shall
     constitute  a quorum  except  when a vacancy  or  vacancies  prevents  such
     majority,  whereupon a majority of the directors in office shall constitute
     a quorum,  provided, that such majority shall constitute at least one-third
     of the whole Board. A majority of the directors  present,  whether or not a
     quorum is present,  may adjourn a meeting to another time and place. Except
     as herein  otherwise  provided,  and except as  otherwise  provided  by the
     General Corporation Law, the act of the Board shall be the act by vote of a
     majority of the directors present at a meeting, a quorum being present. The
     quorum  and voting  provisions  herein  stated  shall not be  construed  as
     conflicting  with any provisions of the General  Corporation  Law and these
     By-Laws  which govern a meeting of  directors  held to fill  vacancies  and
     newly created directorships in the Board.

     CHAIRMAN OF THE MEETING.  The Chairman of the Board,  if any and if present
     and acting, shall preside at all meetings.  Otherwise, the Vice-Chairman of
     the Board, if any and if present and acting,  or the President,  if present
     and acting, or any other director chosen by the Board, shall preside.

5.   REMOVAL OF DIRECTORS. One or more of the directors may be removed for cause
     by the Board of Directors.

6.   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 two 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.  Any such committee, to the extent provided in the resolution of
     the Board, shall have and may exercise the powers 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. In the absence or  disqualification  of any member of any such
     committee  or  committees,  the  member or members  thereof  present at any
     meeting  and  not  disqualified  from  voting,  whether  or not he


                                                                      71
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     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.

7.   ACTION IN  WRITING.  Any action  required or  permitted  to be taken at any
     meeting of the Board of  Directors  or any  committee  thereof may be taken
     without a meeting if all members of the Board or committee, as the case may
     be, consent thereto in writing,  and the writing or writings are filed with
     the minutes of proceedings of the Board or committee.

                                  ARTICLE III
                                  -----------

                                    OFFICERS
                                    --------

         The directors  shall elect a President,  a Secretary,  and a Treasurer,
     and may  elect a  Chairman  of the  Board  of  Directors,  a  Vice-Chairman
     thereof,  and  one or  more  Vice-Presidents,  Assistant  Secretaries,  and
     Assistant  Treasurers,  and may elect or appoint  such other  officers  and
     agents as are desired.  The President  may but need not be a director.  Any
     number of offices may be held by the same person.

         Unless otherwise provided in the resolution of election or appointment,
each  officer  shall hold  office  until the  meeting of the Board of  Directors
following the next annual  meeting of  stockholders  and until his successor has
been  elected and  qualified.  Any  officer may resign at any time upon  written
notice.

         Officers  shall have the powers and duties  defined in the  resolutions
appointing  them;  provided,  that the Secretary shall record all proceedings of
the meetings or of the written actions of the stockholders and of the directors,
and any committee thereof, in a book to be kept for that purpose.

         The Board of  Directors  may  remove any  officer  for cause or without
cause.


                                                                       72
<PAGE>


                                   ARTICLE IV
                                   ----------

                                 CORPORATE SEAL
                                 --------------

The  corporate  seal  shall  be in such  form as the  Board of  Directors  shall
prescribe.

                                   ARTICLE V
                                   ---------

                                   FISCAL YEAR
                                   -----------

The  fiscal  year of the  corporation  shall be fixed,  and shall be  subject to
change, by the Board of Directors.

                                   ARTICLE VI
                                   ----------

                              CONTROL OVER BY-LAWS
                              --------------------

The  power to amend,  alter,  and repeal these  By-Laws and to adopt new By-Laws
     shall be  vested  in the Board of  Directors;  provided,  that the Board of
     Directors  may  delegate   such  power,   in  whole  or  in  part,  to  the
     stockholders; and provided, further, that any By-Law, other than an initial
     By-Law,  which  provides  for the  election  of  directors  by classes  for
     staggered terms shall be adopted by the stockholders.

         I HEREBY CERTIFY that the foregoing is a full, true and correct copy of
the By-Laws of SCAN-OPTICS,  INC., a Delaware  corporation,  as in effect on the
date hereof.  The foregoing  By-Laws  include the amendments to the By-Laws that
were effective on May 17, 1984 and January 28, 1991.

         WITNESS my hand and the seal of the corporation.

Dated:




                                 ___________/ ss /___________
                                         Secretary of
                                      SCAN-OPTICS, INC.




(SEAL)