<PAGE>
                                 EXHIBIT 3(ii)
<PAGE>
================================================================================

                                EDO CORPORATION

                           (A New York Corporation)

                                    BY-LAWS

                         As Amended January 28, 1997

================================================================================
<PAGE>
                                EDO CORPORATION

                           (A New York Corporation)

                                    By-Laws

                               TABLE OF CONTENTS


                                                                           Page

                                   ARTICLE I

Meetings of Shareholders

Section 1.01 Annual Meetings ................................................ 1
Section 1.02 Special Meetings ............................................... 1
Section 1.03 Place of Meetings .............................................. 1
Section 1.04 Notice of Meetings ............................................. 1
Section 1.05 Quorum ......................................................... 2
Section 1.06 Inspectors of Election ......................................... 2
Section 1.07 Voting ......................................................... 2
Section 1.08 Proxies ........................................................ 3
Section 1.09 Record Date .................................................... 3
Section 1.10 Adjourned Meetings ............................................. 3

                                  ARTICLE II

Board of Directors

Section 2.01 General Powers ................................................. 3
Section 2.02 Number, Term of Office, Election and Qualifications ............ 3
Section 2.03 Regular Meetings ............................................... 4
Section 2.04 Special Meetings ............................................... 4
Section 2.05 Quorum and Voting .............................................. 5
Section 2.06 Resignations ................................................... 5
Section 2.07 Removal of Directors ........................................... 5
Section 2.08 Newly Created Directorship and Vacancies ....................... 5
Section 2.09 Action by Written Consent ...................................... 6
Section 2.10 Participation in a Meeting by Telephone ........................ 6

                                       i
<PAGE>
                                                                           Page
                                  ARTICLE III

Executive Committee and Other Committees

Section 3.01 How Constituted ................................................ 6
Section 3.02 Powers of the Executive Committee .............................. 6
Section 3.03 Other Committees ............................................... 7
Section 3.04 Proceedings, Quorum and Manner of Acting ....................... 7

                                  ARTICLE IV

Notices

Section 4.01 Form and Delivery .............................................. 7
Section 4.02 Waiver ......................................................... 7

                                   ARTICLE V

Officers

Section 5.01 Number and Qualification ....................................... 8
Section 5.02 Appointment and Term of Office ................................. 8
Section 5.03 Subordinate Officers ........................................... 8
Section 5.04 Resignations ................................................... 8
Section 5.05 Removal ........................................................ 8
Section 5.06 Vacancies ...................................................... 8
Section 5.07 The Chairman of the Board of Directors ......................... 8
Section 5.08 The President .................................................. 9
Section 5.09 The Vice Presidents ............................................ 9
Section 5.10 The Secretary .................................................. 9
Section 5.11 The Treasurer .................................................. 9

                                  ARTICLE VI

Fiscal Matters

Section 6.01 Execution of Instruments ...................................... 10
Section 6.02 Loans, etc. ................................................... 11
Section 6.03 Deposits ...................................................... 11
Section 6.04 Checks, Drafts, etc. .......................................... 11

                                      ii
<PAGE>
                                                                           Page
                                  ARTICLE VII

Capital Stock

Section 7.01 Certificates for Shares ....................................... 11
Section 7.02 Transfer of Shares; Registered Shareholders ................... 12
Section 7.03 Transfer Agents and Registrars ................................ 12
Section 7.04 Record Date ................................................... 12
Section 7.05 Lost or Destroyed Certificates ................................ 12

                                 ARTICLE VIII

Books and Records

Section 8.01 Books and Records ............................................. 13
Section 8.02 Examination of Books .......................................... 13

                                  ARTICLE IX

Indemnification

Section 9.01 Indemnification - Third Party and Derivative Actions .......... 13
Section 9.02 Payment of Indemnification; Repayment ......................... 15
Section 9.03 Procedure for Indemnification ................................. 15
Section 9.04 Survival; Preservation of Other Rights ........................ 16
Section 9.05 Savings Clause ................................................ 16

                                   ARTICLE X

Miscellaneous

Section 10.01 Corporate Seal ............................................... 17
Section 10.02 Fiscal Year .................................................. 17

                                  ARTICLE XI

Amendments

Section 11.01 Amendments ................................................... 17
Section 11.02 Notice of Amendment .......................................... 17

                                      iii
<PAGE>
                                EDO CORPORATION

                           (A New York Corporation)

                                    BY-LAWS

                                   ARTICLE I

                           Meetings of Shareholders

Section 1.01. Annual Meetings. The annual meeting of shareholders for the
election of directors and for the transaction of such other business as
properly may come before such meeting shall be held on the fourth Tuesday in
April in each year, if not a legal holiday, or, if a legal holiday, then on the
next succeeding day not a legal holiday, at such time as the Board of Directors
may fix. [Sec. 602(a), (b)]*

Section 1.02. Special Meetings. Special meetings of shareholders may be called
at any time by the Chairman of the Board of Directors, or by the President, or
by order of the Board of Directors, or by a majority of the directors then in
office acting without a meeting. At any special meeting of shareholders, only
such business may be transacted as is related to the purpose or purposes set
forth in the notice required by Section 1.04. [Sec. 602(c)]

Section 1.03. Place of Meetings. Each meeting of shareholders shall be held at
the principal office of the Corporation in the State of New York or at such
other place within or without the State of New York as may be specified in the
notice of the meeting. [Sec. 602(a)]

Section 1.04. Notice of Meetings. Written notice of the place, date and hour of
each meeting of the shareholders shall be given as provided in Section 4.01 to
each shareholder entitled to vote thereat, or otherwise entitled by law to
notice thereof, not less than 10 nor more than 50 days before the meeting.
Notice of a special meeting shall also state the purposes for which the meeting
is called and indicate by or at whose direction the notice is being issued. If
any action is proposed to be taken at any shareholders' meeting which would, if
taken, entitle shareholders fulfilling the requirements of section 623 of the
New York Business Corporation Law (relating to a shareholder's statutory
appraisal rights) to receive payment for their shares, the notice shall also
include
------------------------
* Except as otherwise noted, citations are to the New York Business Corporation
Law as in effect on September 26, 1986 for Sections 1 to 800 and October 2,
1986 for Sections 801 to end. Bracketed citations are for reference only and do
not constitute a part of the By-Laws.

                                       1
<PAGE>
a statement to that effect. Notice of any meeting need not be given to any
shareholder with whom communication is then unlawful by virtue of any law of
the State of New York or of the United States of America now or hereafter
enacted or amended or any rule, regulation, proclamation or executive order
issued under any such law. [Secs. 108, 605*]

Section 1.05. Quorum. Except as otherwise provided by law and subject to the
provisions of Section 1.07 and Section 6.02(b), the holders of a majority of
the shares issued and outstanding entitled to vote thereas, present in person
or by proxy, shall constitute a quorum for the transaction of business at any
meeting of shareholders. Once a quorum is present to organize a meeting, the
subsequent withdrawal of any shareholders shall not be deemed to break the
quorum. [Sec. 608]

Section 1.06. Inspectors of Election. At each meeting of shareholders for the
election of directors the chairman of the meeting, if requested to do so by any
shareholder entitled to vote for the election of directors, whether or not
present at such meeting, shall appoint two persons, who may but need not be
shareholders or officers, to act as Inspectors of Election at the meeting. If
any Inspector so appointed be absent or refuse or fail to act, the chairman of
the meeting shall fill the vacancy by appointing a successor Inspector. If
there be a failure so to appoint Inspectors, or to fill a vacancy, the
shareholders present at the meeting in person or by proxy and entitled to vote,
by a per capita vote, may choose temporary Inspectors of the number required.
The Inspectors appointed to act at any meeting of shareholders, before entering
upon the discharge of their duties, shall be sworn faithfully to execute the
duties of Inspectors at such meeting with strict impartiality, and according to
the best of their ability, and the oath so taken shall be subscribed by them.
[Secs. 610, 611]

Section 1.07. Voting. At each meeting of shareholders each holder of record of
shares entitled to vote at such meeting shall be entitled to one vote for each
such share standing in his name on the books of the Corporation on the record
date as determined pursuant to Section 1.09. Except as at the time otherwise
expressly required by statute, by the Certificate of Incorporation of the
Corporation or by Section 1.06 (regarding appointment of Inspectors), Section
2.02 (regarding election of directors) or Section 2.07 (regarding removal of
directors), all corporate action to be taken by vote of the shareholders shall
be authorized by a majority of the votes cast by the holders of shares entitled
to vote thereon at a meeting of the shareholders at which a quorum is present.
Treasury shares and shares held by any other corporation (if a majority of the
shares entitled to vote in the election of directors of such other corporation
is held by the Corporation) shall not be shares entitled to vote or to be
counted in determining the total number of outstanding shares. [Secs. 612, 614]
------------------------
* As in effect prior to passage of 1982 N.Y. Laws ch. 202, sec. 2 and 1986 N.Y.
Laws ch. 735, sec. 1, amending Sec. 605(a).

                                       2
<PAGE>
Section 1.08. Proxies. Any shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy. Each proxy must be in
writing, signed by the shareholder or by his attorney-in-fact and shall be
filed with the secretary of any meeting at which the holder thereof votes
thereunder. No proxy shall be valid after the expiration of 11 months from the
date thereof unless otherwise provided in the proxy. Each proxy shall be
revocable at the pleasure of the shareholder executing it, except if and to the
extent that an irrevocable proxy is given and is permitted by law. [Sec. 609]

Section 1.09. Record Date. The Board of Directors may fix, in advance, a date
as the record date for determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting. Such date shall be
not more than 50 nor less than 10 days before the date of such meeting. [Sec.
604]

Section 1.10. Adjourned Meetings. The holders of a majority of the shares
present in person or by proxy at a meeting and entitled to vote thereat may
from time to time adjourn the meeting, whether or not a quorum was present at
the meeting. When a determination of shareholders of record entitled to notice
of or to vote at any meeting of shareholders has been made pursuant to Section
1.09, such determination shall apply to any adjournment of the meeting unless
the Board of Directors fixes a new record date for the adjourned meeting. When
a meeting is adjourned to another time or place, no notice need be given if
such time or place is announced at the meeting at which the adjournment is
taken. However, if the Board of Directors fixes a new record date for the
adjourned meeting, notice of the adjourned meeting shall be given to each
shareholder of record on the new record date entitled to notice. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called. [Secs.
604(c), 605(b), 608(d)]

                                  ARTICLE II

                              Board of Directors

Section 2.01. General Powers. The property, affairs and business of the
Corporation shall be managed under the direction of the Board of Directors.
[Sec. 701]

Section 2.02. Number, Term of Office, Election and Qualifications. The full
Board of Directors shall consist of not less than nine nor more than fifteen
directors, all of whom shall be at least 21 years of age, and no more than 73
years of age on the date of the annual meeting of shareholders. The Board of
Directors may also appoint a retiring Chairman of the Board to emeritus status
which shall not include the right to vote, or to be counted toward the
determination of the full Board of Directors or for the determination of a
quorum. Past or present officers or employees of the Corporation shall not
comprise more than one third of the

                                       3
<PAGE>
Board of Directors. Each director shall hold at least 1000 shares of any class
of the Corporation; provided that failure to hold such number of shares shall
not prevent or disqualify any person not a director from being elected a
director pursuant to this Section 2.02 or Section 2.08 or from serving as a
director for a period of 60 days from the time of such election. Subject to the
provisions of this Section and of Section 2.08, the number of directors, within
the limits provided, necessary to constitute a full Board shall be determined
from time to time by vote of a majority of the entire Board of Directors.
Directors shall be elected at the annual meeting of shareholders. If the number
of directors be increased between annual meetings of shareholders, the
additional directors to fill the vacancies thus created shall be elected as
provided in Section 2.08. There shall be three classes of directors. All
classes shall be as nearly equal in number as possible, and no class shall
include less than three directors. At each annual meeting of shareholders, each
director elected to replace a director whose term expires at such annual
meeting shall be elected to hold office for a term expiring at the third
succeeding annual meeting after his election. Each director shall hold office
until the expiration of his term and until his successor is elected and
qualified or until his earlier death, resignation or removal. A director
elected to fill a vacancy, unless elected by the shareholders, shall be elected
to hold office for a term expiring at the next meeting of shareholders at which
the election of directors is in the regular order of business. If the number of
directors is changed, (a) any newly created directorship or any decrease in
directorships shall be so apportioned among the classes as to make all classes
as nearly equal in number as possible, and (b) 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 shareholders. At each meeting of shareholders for the
election of directors the directors shall be chosen and elected by a plurality
of the votes cast at such meeting by the holders of shares entitled to vote in
the election. [Secs. 701-05]

Section 2.03. Regular Meetings. Promptly after the close of each annual meeting
of the shareholders, the Board of Directors shall, without notice, meet where
such annual meeting was held, or at such other place as may be fixed by
resolution of the Board of Directors, for the purpose of appointing officers
and committees for the ensuing year and transacting other proper business.
Other regular meetings of the Board of Directors may be held without notice at
such time and place as shall from time to time be scheduled by resolution of
the Board of Directors, and such schedule may be changed at any regular meeting
of the Board of Directors or at any special meeting called for that purpose,
provided that notice of the change shall be given to all directors no later
than 5 days prior to the first meeting held under such schedule as so changed.
[Secs. 710, 711]

Section 2.04. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board of Directors, the President, or any two
directors. If such a meeting is called by the Chairman of the Board of
Directors or by the President, such officer shall, or shall direct the
Secretary to, fix a time and place for and give notice of

                                       4
<PAGE>
the time, place, and purposes of such meeting. If such a meeting is called by
any two directors, upon delivery to the Chairman of the Board of Directors,
President or Secretary, in person or by registered mail, of a request in
writing for a special meeting, specifying the purposes thereof, it shall be the
duty of the officer to whom the request is delivered to fix a time and place
for (unless the requesting directors shall have fixed such time and place) and
give notice of the time, place and purposes of such meeting. All such notices
of meetings shall be given as provided in Section 4.01, if by mail, at least
three days before the day on which the meeting is to be held, or, if by
personal delivery, telephone or telegram, not later than the day before the day
on which the meeting is to be held. [Secs. 710, 711]

Section 2.05. Quorum and Voting. One third of the total number of directors
which the Corporation would have if there were no vacancies shall constitute a
quorum for the transaction of business at any meeting of the Board of
Directors, but if a quorum shall not be present thereat, a majority of the
directors present may from time to time adjourn any such meeting until a quorum
shall be present, and the meeting may be held at adjourned without further
notice. If a quorum is present at any meeting, the vote of a majority of the
directors present shall be the act of the Board of Directors, except as
otherwise provided by law. The directors shall act only as a Board and, except
as provided in Section 1.02 (relating to calling special meetings of the
shareholders), Section 2.04 (relating to calling special meetings of the Board
of Directors) and this Section 2.05 (relating to the adjournment of meetings in
the absence of a quorum), individual directors shall have no powers as such.
[Secs. 707, 708, 711(d)]

Section 2.06. Resignations. Any director may resign at any time by delivering a
written resignation to either the Chairman of the Board of Directors, the
President, a Vice President or the Secretary. Unless otherwise specified
therein, such resignation shall take effect upon such delivery.

Section 2.07. Removal of Directors. Any director may be removed at any time,
either for or without cause, by the affirmative vote of the holders of a
majority of the outstanding shares of the Corporation entitled to vote for the
election of directors, given at a meeting of the shareholders called for the
purpose. Any vacancy in the Board of Directors caused by any such removal may
be filled at such meeting by the shareholders entitled to vote for the election
of directors; if the shareholders do not fill such vacancy at such meeting,
such vacancy may be filled in the manner provided in Section 2.08. The
provisions of this Section may be amended, altered or repealed only by the
shareholders in the manner specified in clause (1) of Section 11.01. [Sec. 706]

Section 2.08. Newly Created Directorships and Vacancies. Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason except the removal
of directors without cause may be filled (unless theretofore filled by the
shareholders in accordance with the provisions of Section 2.07) by vote of a
majority of the directors then in office, al-

                                       5
<PAGE>
though less than a quorum exists. Any such newly created directorship or
vacancy (unless theretofore filled by the directors in accordance with the
provisions of this Section) may also be filled by the shareholders entitled to
vote for the election of directors at any meeting held during the existence of
such vacancy provided that the notice of the meeting shall have mentioned such
vacancy or expected vacancy. [Sec. 705]

Section 2.09. Action by Written Consent. Any action required or permitted to be
taken by the Board of Directors or any committee thereof may be taken without a
meeting if all members of the Board of Directors or the committee consent in
writing to the adoption of a resolution authorizing the action. The resolution
and the written consents thereto by the members of the Board of Directors or
committee shall be filed with the minutes of the proceedings of the Board of
Directors or committee. [Sec. 708(b)]

Section 2.10. Participation in a Meeting by Telephone. Any one or more members
of the Board of Directors or any committee thereof may participate in a meeting
of the Board of Directors or 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 such meeting. [Sec. 708(c)]

                                  ARTICLE III

                   Executive Committee and Other Committees

Section 3.01. How Constituted. By resolution adopted by a majority of the
entire Board of Directors, the Board may designate one or more committees,
including an Executive Committee, each consisting of three or more directors.
Each such committee shall serve at the pleasure of the Board. [Sec. 712]

Section 3.02. Powers of the Executive Committee. Unless otherwise provided by
resolution adopted by a majority of the entire Board of Directors, when the
Board of Directors is not in session the Executive Committee shall have and may
exercise all the powers of the Board of Directors, except that the Executive
Committee shall not have the authority as to the following matters:

(a) the submission to shareholders of any action as to which shareholders'
approval is required by law;

(b) the filling of vacancies in the Board of Directors or in any committee
thereof;

(c) the fixing of compensation of the directors for serving on the Board of
Directors or any committee thereof;

                                       6
<PAGE>
(d) the amendment or repeal of the By-Laws, or the adoption of new By-Laws; or

(e) the amendment or repeal of any resolution of the Board of Directors which
by its terms shall not be so amendable or repealable. [Sec. 712]

Section 3.03. Other Committees. To the extent provided by resolution adopted by
a majority of the entire Board of Directors, other committees shall have and
may exercise any of the powers of the Board of Directors except that no such
committee shall have authority as to the matters set forth in Section
3.02(a)-(e). [Sec. 712]

Section 3.04. Proceedings, Quorum and Manner of Acting. Subject to the control
of the Board of Directors, each committee may adopt such rules and regulations
governing its proceedings, quorum and manner of acting as it shall deem proper
and desirable, provided that a quorum shall not be less than two directors.

                                  ARTICLE IV

                                    Notices

Section 4.01. Form and Delivery. Except as otherwise expressly provided by law
or by these By-Laws, any written notice required to be given by law, the
Certificate of Incorporation or these By-Laws to any shareholder, director or
other person may be delivered personally or by mail or, in the case of notices
to directors, by telephone or telegram. Notice by mail shall be deemed to have
been given at the time when such notice is deposited in the United States mail,
postage prepaid, addressed to such shareholder, director or other person at his
last known address as the same appears on the records of the Corporation or, if
a shareholder shall have filed with the Secretary a written request that
notices to him be mailed to some other address, then directed to him at such
other address. [Secs. 605(a), 711(b)]

Section 4.02. Waiver. No notice required to be given by any statute, by the
Certificate of Incorporation or by these By-Laws need be given to any person
otherwise entitled to notice who signs in person or, if a shareholder, by
proxy, a waiver of notice, whether signed before or after the time of the
action to which the notice relates. In addition, the attendance by any
shareholder at any meeting of the shareholders in person or by proxy without
protesting prior to the conclusion of such meeting the absence of notice
thereof to him, and the attendance by any director at any meeting of the Board
of Directors without protesting prior to such meeting or at its commencement
such absence of notice, shall, in each such case, constitute a waiver of notice
of such meeting. [Secs. 606, 711(c)]

                                       7
<PAGE>
                                   ARTICLE V

                                   Officers

Section 5.01. Number and Qualification. The officers of the Corporation shall
be a Chairman of the Board of Directors, a President, one or more Vice
Presidents, a Secretary and a Treasurer, and such other officers as may be
appointed in accordance with the provisions of Section 5.03. Any one person may
hold more than one of such offices except those of President and Secretary. The
Chairman of the Board of Directors and the President shall be chosen from among
the directors. No other officer need be a director. Officers shall be at least
21 years of age and, except for the Chairman of the Board of Directors, no more
than 70 years of age on the date of the annual meeting of shareholders. [Sec.
715]

Section 5.02. Appointment and Term of Office. Each officer (unless appointed
under power delegated pursuant to the second sentence of Section 5.03) shall be
appointed by the Board of Directors and (unless appointed under the provisions
of Section 5.03 for a different term) shall hold office until the first meeting
of the Board of Directors following the next succeeding annual meeting of
shareholders and thereafter until his successor shall have been appointed and
qualified or until his earlier death or disqualification or until he shall have
resigned in the manner provided in Section 5.04 or shall have been removed in
the manner provided in Section 5.05. [Sec. 715]

Section 5.03. Subordinate Officers. The Board of Directors from time to time
may appoint such other officers or agents as it may deem advisable, each of
whom shall have such title, hold office for such period, have such authority
and perform such duties as the Board of Directors from time to time may
determine. The Board of Directors may delegate to any officer or agent the
power to appoint any such subordinate officers or agents and to prescribe their
respective titles, terms of office, authorities and duties.

Section 5.04. Resignations. Any officer may resign at any time by delivering a
written resignation to the Board of Directors, the Chairman of the Board of
Directors, the President or the Secretary. Unless otherwise specified therein,
such resignation shall take effect upon such delivery.

Section 5.05. Removal. Any officer may be removed at any time, either for or
without cause, by action of the Board of Directors. [Sec. 716]

Section 5.06. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause, may be filled in the manner
prescribed in this Article for regular appointment to such office. [Sec. 715]

Section 5.07. The Chairman of the Board of Directors. The Chairman of the Board
of Directors shall preside at all meetings of shareholders and the Board of
Directors at which he shall be present. He shall

                                       8
<PAGE>
have such other powers and perform such other duties as may be assigned to him
from time to time by the Board of Directors.

Section 5.08. The President. In the absence of the Chairman of the Board of
Directors, the President shall preside at all meetings of the shareholders and
of the Board of Directors at which he shall be present. He shall have such
other powers and perform such other duties as may be assigned to him from time
to time by the Board of Directors.

Section 5.09. The Vice Presidents. Each Vice President shall perform such
duties as from time to time may be assigned to him by the Board of Directors,
the Chairman of the Board of Directors or the President. The Vice President
designated by the Board of Directors (or, in the absence of such designation,
by the Chairman of the Board of Directors) shall, at the request of the
Chairman of the Board of Directors or the President, or in the event of the
absence or disability of both of such officers, perform all the duties of the
Chairman of the Board of Directors or the President or both, as the case may
be. When so acting, such designated Vice President shall have all the powers of
and be subject to all the restrictions upon the Chairman of the Board of
Directors or the President or both, as the case may be.

Section 5.10. The Secretary. The Secretary shall:

(a) Keep the minutes of meetings of shareholders and of the Board of Directors
and cause the same to be recorded in books provided by him for that purpose.

(b) Upon the request of any shareholder given at or prior to any meeting of
shareholders, produce at such meeting a list of shareholders as of the record
date for such meeting, certified by the corporate officer responsible for its
preparation or by a transfer agent. [Sec. 607]

(c) Cause all notices to be duly given in accordance with the provisions of
these By-Laws and as required by statute. [Sec. 605]

(d) Be custodian of the records and seal of the Corporation, and cause such
seal (or a facsimile thereof) to be affixed to all certificates for shares of
the Corporation the issuance of which shall have been authorized by the Board
of Directors, and to all instruments the execution of which under the seal of
the Corporation shall have been duly authorized. [Sec. 508]

(e) Cause a record of shareholders to be kept in accordance with Section 8.01.

(f) In general, perform all duties incident to the office of the Secretary and
such other duties as from time to time may be assigned to him by the Board of
Directors, the Chairman of the Board of Directors or the President.

Section 5.11. The Treasurer. The Treasurer shall:

                                       9
<PAGE>
(a) Have charge of and supervision over and be responsible for the funds,
securities, receipts and disbursements of the Corporation.

(b) Cause the moneys and other valuable effects of the Corporation not
otherwise employed to be deposited in the name and to the credit of the
Corporation in such banks or trust companies or with such bankers or other
depositaries as shall be selected in accordance with Section 6.03.

(c) Cause the moneys of the Corporation to be disbursed by checks or drafts
(signed as provided in Section 6.04) upon the authorized depositaries of the
Corporation, and cause to be taken and preserved proper vouchers for all moneys
disbursed.

(d) Render to the Board of Directors, the Chairman of the Board of Directors,
or the President, whenever requested, a statement of the financial condition of
the Corporation and of all his transactions as Treasurer, and render a full
financial report at any annual meeting of shareholders if called upon to do so.

(e) Cause to be kept at the principal office of the Corporation correct books
of account of all its business and transactions and exhibit such books to any
director upon application at such office during business hours.

(f) Be empowered from time to time to require from all officers or agents of
the Corporation reports or statements giving such information as he may desire
with respect to any and all financial transactions of the Corporation.

(g) In general, perform all duties incident to the office of the Treasurer and
such other duties as from time to time may be assigned to him by the Board of
Directors, the Chairman of the Board of Directors or the President.

                                  ARTICLE VI

                                Fiscal Matters

Section 6.01.	Execution of Instruments. The Chairman of the Board of Directors,
the President, any Vice President or the Treasurer may enter into any contract
or execute and deliver any instrument in the name and on behalf of the
Corporation in the ordinary course of its business. Subject to the approval of
the Board of Directors, any officer or agent of the Corporation may enter into
any contract or execute and deliver any instrument in the name and on behalf of
the Corporation. The Board of Directors may authorize any officer or agent to
enter into any contract or execute and deliver any instrument in the name and
on behalf of the Corporation. Any such authorization may be general or confined
to specific instances.

                                      10
<PAGE>
Section 6.02. Loans, etc.

(a) No loans or advances to or by the Corporation shall be contracted, and no
notes or other evidences of indebtedness shall be issued in its name, unless
and except as authorized by the Board of Directors. Any such authorization may
be general or confined to specific instances. So far as may be lawful, any
officer or agent of the Corporation thereunto so authorized may effect loans
and advances to or by the Corporation, and for loans and advances made to the
Corporation may make, execute and deliver promissory notes, bonds or other
evidences of indebtedness of the Corporation. So far as may be lawful, any
officer or agent of the Corporation thereunto so authorized may pledge,
hypothecate or transfer, as security for the payment of any and all loans or
advances to or indebtedness and liabilities of the Corporation, any and all
stocks, bonds, claims and other personal property, securities or receivables at
any time owned by the Corporation or to which it is or will be at any time
entitled, and to that end may endorse, assign and deliver the same and take any
action necessary or proper in connection therewith.

(b) No loan shall be made by the Corporation to any director unless it is
authorized by vote of the shareholders. For this purpose, the shares of the
director who would be the borrower shall not be shares entitled to vote. [Sec.
714]

Section 6.03. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to its credit in such banks or trust
companies or with such bankers or other depositaries as the Board of Directors
from time to time may select, or as may be selected by any officer or agent
authorized to do so by the Board of Directors.

Section 6.04. Checks, Drafts, etc. All notes, drafts, acceptances, checks,
endorsements, and all evidences of indebtedness of the Corporation whatsoever,
shall be signed by such officer or officers or such agent or agents of the
Corporation and in such manner as the Board of Directors from time to time may
determine.

                                  ARTICLE VII

                                 Capital Stock

Section 7.01. Certificates for Shares. Shares of the Corporation shall be
represented by certificates, in form approved by the Board of Directors, signed
by the Chairman of the Board of Directors, the President or a Vice President
and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer and sealed with the seal of the Corporation. Such seal may be a
facsimile, engraved, lithographed, printed or otherwise reproduced. The
signatures of the officers upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or registered by a registrar
other than the Corporation itself or its employee. In case any such officer who
has signed or whose facsimile signature has been placed upon such certificate
shall have ceased to be such before such certificate is issued, it may be
issued by

                                      11
<PAGE>
the Corporation with the same effect as if such officer had not ceased to be
such at the date of its issue. [Sec. 508(a)*]

Section 7.02. Transfer of Shares; Registered Shareholders.

(a) Shares of the Corporation shall be transferable only upon the books of the
Corporation kept for such purpose upon surrender to the Corporation or its
transfer agent or agents of a certificate representing shares, duly endorsed or
accompanied by appropriate evidence of succession, assignment or authority to
transfer.

(b) The Board of Directors, subject to applicable law and these By-Laws, may
make such rules, regulations and conditions as it may deem expedient concerning
the subscription for, issue, transfer and registration of, shares of the
Corporation. Except as otherwise provided by law, the Corporation, prior to due
presentment for registration of transfer, may treat the registered owner of
shares as the person exclusively entitled to vote, to receive notifications,
and otherwise to exercise all the rights and powers of an owner. [Sec. 508(d),
UCC** Secs. 8-207, 8-401, 8-402, 8-403]

Section 7.03. Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer agents and may appoint one or more registrars of
the shares of the Corporation, and upon such appointments being made, no
certificate representing shares shall be valid unless and until countersigned
by one of such transfer agents, if any, and registered by one of such
registrars, if any. The same person may act as transfer agent and registrar for
the shares of any class of the Corporation.

Section 7.04. Record Date. The Board of Directors may fix, in advance, a date
as the record date for determining the shareholders entitled to receive payment
of any dividend, the allotment of any rights, the making of any distribution,
or for the delivery of evidences of rights or evidences of interests arising
out of any change, conversion or exchange of shares. Such date shall be not
more than 50 days prior to any such action. [Sec. 604(a)]

Section 7.05. Lost or Destroyed Certificates. The Corporation may issue a new
certificate in the place of any certificate theretofore issued by it alleged to
have been lost or destroyed, and the Board of Directors may require the owner
of the lost or destroyed certificate, or his legal representative, to give the
Corporation a bond in such sum as the Board may direct, with such surety or
sureties as may be satisfactory to the Board, to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss or
destruction of any such certificate or the issuance of any such new
certificate. A new certificate may be issued without requiring any bond when,
in the judgment of the Board of Directors, it is proper to do so. [Sec. 508(e);
UCC Sec. 8-405]
------------------------
* As in effect prior to passage of 1985 N.Y. Laws ch. 578, sec. 1, amending
sec. 508(a).

** New York Uniform Commercial Code, as in effect on September 15, 1986.

                                      12
<PAGE>
                                 ARTICLE VIII

                               Books and Records

Section 8.01. Books and Records. The Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of the shareholders, the Board of Directors and the Executive Committee, if
any. The Corporation shall keep at the principal office of the Corporation in
the State of New York or at the office of its transfer agent or registrar in
the State of New York a record containing the names and addresses of all
shareholders, the number and class of shares held by each and the dates when
they respectively became the owners of record thereof. Any of the foregoing
books, minutes or records may be in written form or in any other form capable
of being converted into written form within a reasonable time. Unless otherwise
expressly required by statute or by these By-Laws, the books and records of the
Corporation shall be kept, within or outside the State of New York, at such
place or places as may be designated from time to time by the Board of
Directors. [Sec. 624(a)]

Section 8.02. Examination of Books. So far as permitted by law, the Board of
Directors shall have power to determine from time to time whether, to what
extent, at what times and places and under what conditions and regulations, the
books, records, documents and accounts of the Corporation, or any of them,
shall be open to inspection by shareholders; and no shareholder shall have any
right to inspect any books, records, documents or accounts of the Corporation,
except as conferred by statute or these By-Laws or authorized by resolution of
the shareholders or the Board of Directors. [Sec. 624(b)]

                                  Article IX

                                Indemnification

Section 9.01. Indemnification--Third Party and Derivative Actions.

(a) The Company shall indemnify any person made, or threatened to be made, a
party to an action or proceeding (other than one by or in the right of the
Company 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 Company
served in any capacity at the request of the Company, by reason of the fact
that he, his testator or intestate, was a director or officer of the Company,
or served 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, if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be in, or, in the case of service

                                      13
<PAGE>
for any other corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise, not opposed to, the best interests of the
Company and, in criminal actions or proceedings, in addition, had no reasonable
cause to believe that his conduct was unlawful.

(b) The termination of any such civil or criminal action or proceeding by
judgment, settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not in itself create a presumption that any such director or
officer did not act, in good faith, for a purpose which he reasonably believed
to be in, or, in the case of service forany other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the Company or that he had reasonable
cause to believe that his conduct was unlawful.

(c) The Company shall indemnify any person made, or threatened to be made, a
party to an action by or in the right of the Company to procure a judgment in
its favor by reason of the fact that he, his testator or intestate, is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director or officer of any other corporation of any type or kind,
domestic or foreign, of any partnership, joint venture, trust, employee benefit
plan or other enterprise, against amounts paid in settlement and reasonable
expenses, including attorneys' fees, actually and necessarily incurred by him
in connection with the defense or settlement of such action, or in connection
with an appeal therein, if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be in, or, in the case of service for
any other corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise, not opposed to, the best interests of the
Company, except that no indemnification under this subparagraph (c) shall be
made in respect of (1) a threatened action, or a pending action which is
settled or otherwise disposed of, or (2) any claim, issue or matter as to which
such person shall have been adjudged to be liable to the Company, unless and
only to the extent that the court in which the action was brought, or, if no
action was brought, any court of competent jurisdiction, determines upon
application that, in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such portion of the settlement
amount and expenses as the court deems proper.

(d) For the purpose of this Section 1, the Company shall be deemed to have
requested a person to serve an employee benefit plan where the performance by
such person of his duties to the Company also imposes duties on, or otherwise
involves services by, such person to the plan or participants or beneficiaries
of the plan; excise taxes assessed on a person with respect to an employee
benefit plan pursuant to applicable law shall be considered fines; and action
taken or omitted by a person with respect to an employee benefit plan in the
performance of such person's duties for a purpose reasonably believed by such
person to be in the interest of the participants and beneficiaries of the plan
shall be deemed to be for a purpose which is not opposed to the best interests
of the Company. [Sec. 722]

                                      14
<PAGE>
Section 9.02. Payment of Indemnification; Repayment.

(a) A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in Section 1 of this Article shall be entitled to indemnification as authorized
in such Section.

(b) Except as provided in the foregoing sentence, any indemnification under
Section 1 of this Article, unless ordered by a court under Section 724 of the
New York Business Corporation Law as from time to time amended, shall be made
by the Company, only if authorized in the specific case:

  (1) by the Board of Directors acting by a quorum consisting of directors who
are not parties to such action or proceeding upon a finding that the director
or officer has met the standard of conduct set forth in Section 1 of this
Article or otherwise established by the Company pursuant to the last sentence
of Section 4 of this Article; or

  (2) if a quorum under the foregoing subparagraph (1) is not obtainable or,
even if obtainable, a quorum of disinterested directors so directs:

    (i) by the Board of Directors upon the opinion in writing of independent
legal counsel that indemnification is proper in the circumstances because the
applicable standard of conduct set forth in such Section 1 of this Article or
otherwise established by the Company pursuant to the last sentence of Section 4
of this Article has been met by such director or officer, or

    (ii) by the shareholders upon a finding that the director or officer has
met such applicable standard of conduct.

(c) Expenses incurred in defending a civil or criminal action or proceeding
shall be paid by the Company in advance of the final disposition of such action
or proceeding upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount as, and to the extent, required by Section 2(d)
of this Article.

(d) All expenses incurred in defending a civil or criminal action or proceeding
which are advanced by the Company under this Article or allowed by a court
shall be repaid in case the person receiving such advancement or allowance is
ultimately found, under the procedure set forth in this Article, not to be
entitled to indemnification or, where indemnity is granted, to the extent the
expenses so advanced by the Company or allowed by the court exceed the
indemnification to which he is entitled. [Secs. 723,72 5(a)]

Section 9.03. Procedure for Indemnification. Any indemnification of a director
or officer of the Company under Section 1, or advance of costs, charges and
expenses under Section 2(c) of this Article, shall be made promptly, and in any
event within 60 days, upon the written request of the director or officer. The
right to indemnification or advances as granted by this Article shall be
enforceable by the director or

                                      15
<PAGE>
officer in any court of competent jurisdiction if the Company denies such
request, in whole or in part, or if no disposition thereof is made within 60
days. Such person's costs and expenses incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such
action shall also be indemnified by the Company. It shall be a defense to any
such action (other than an action brought to enforce a claim for the advance of
costs, charges and expenses under Section 2(c) of this Article where the
required undertaking, if any, has been received by the Company) that the
claimant has not met the standard of conduct set forth in Section 1 of this
Article or otherwise established by the Company pursuant to the last sentence
of Section 4 of this Article, but the burden of proving such defense shall be
on the Company. Neither the failure of the Company (including its Board of
Directors, its independent legal counsel, and its stockholders), to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in Section 1 of this Article or otherwise
established by the Company pursuant to the last sentence of Section 4 of this
Article, nor the fact that there has been an actual determination by the
Company (including its Board of Directors, its independent legal counsel, and
its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

Section 9.04. Survival; Preservation of Other Rights. The foregoing
indemnification provisions shall be deemed to be a contract between the Company
and each director and officer (and each director and officer of any of its
subsidiaries) who serves in such capacity at any time while these provisions as
well as the relevant provisions of the New York Business Corporation Law are in
effect and any repeal or modification thereof shall not affect any right or
obligation then existing with respect to any state of facts then or previously
existing or any action, suit, or proceeding previously or thereafter brought or
threatened based in whole or in part upon any such state of facts. Such a
"contract right" may not be modified retroactively without the consent of such
director or officer. The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement, vote of stockholders or directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director or officer and shall inure to the benefit of the heirs, executors
and administrators of such a person. The Company is hereby authorized to
provide further indemnification if it deems it advisable by resolution of
shareholders or directors or by agreement. [Sec. 721]

Section 9.05. Savings Clause. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify each director or officer of the Company as
to costs, charges and expenses (including

                                      16
<PAGE>
attorneys' fees), judgments, fines and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Company, to the
full extent permitted by any applicable portion of this Article that shall not
have been invalidated and to the full extent permitted by applicable law.

                                   ARTICLE X

                                 Miscellaneous

Section 10.01. Corporate Seal. The seal of the Corporation shall be circular in
form and shall bear the name of the Corporation and the words and figures
"Corporate Seal - 1925 - New York". [Sec. 202(a)(3)]

Section 10.02. Fiscal Year. The fiscal year of the Corporation shall be the
calendar year.

                                  ARTICLE XI

                                  Amendments

Section 11.01. Amendments. All By-Laws of the Corporation, whether adopted by
the Board of Directors or the shareholders, shall be subject to amendment,
alteration or repeal, and new by-laws may be made, either

(1) by vote of the holders of the shares of the Corporation at the time
entitled to vote in the election of directors, given at any annual or special
meeting of shareholders the notice of which shall have specified or summarized
the proposed amendment, alteration, repeal or new by-laws, or

(2) by the affirmative vote of at least a majority of the total number of
directors then necessary to constitute a full Board, as determined pursuant to
Section 2.02, given at any annual, regular or special meeting the notice or
waiver of notice of which, unless none is required under the provisions of
Section 4.02, shall have specified or summarized the proposed amendment,
alteration, repeal or new by-law, provided that the shareholders may at any
time provide in the By-Laws that any specified provision or provisions of the
By-Laws may be amended, altered or repealed only in the manner specified in the
foregoing clause (1), in which event such provision or provisions shall be
subject to amendment, alteration or repeal only in such manner. [Sec. 601(a)]

Section 11.02. Notice of Amendment. If any by-law regulating an impending
election of directors is adopted, amended or repealed by the

                                      17
<PAGE>
Board of Directors, there shall be set forth in the notice of the next meeting
of shareholders for the election of directors the by-law so adopted, amended or
repealed, together with a concise statement of the changes made. [Sec. 601(b)]

                                      18