ENERGY CONVERSION DEVICES, INC. 
                         B Y L A W S                      July 17, 1997
                                                                              
ARTICLE I       Certificate of Incorporation: Offices                        1
ARTICLE II      Annual Meetings of Stockholders                              1
ARTICLE III     Special Meeting of Stockholders                              2
ARTICLE IV      Place and Notice of Stockholders' Meetings                   2
ARTICLE  V      Quorum and Action of Stockholders                            3
ARTICLE  VI     Proxies and Voting                                           3
ARTICLE  VII    Consent by Stockholders                                      4
ARTICLE VIII    Board of Directors                                           5
ARTICLE IX      Powers of Directors                                          6
ARTICLE X       Committees                                                   6
ARTICLE XI      Meetings of the Board of Directors                           6
ARTICLE XII     Quorum and Action of Directors                               7
ARTICLE XIII    Consent by Directors or Committees                           7
ARTICLE XIV     Officers and Agents                                          8
ARTICLE XV      Chairman of the Board, President and Vice Presidents         9
ARTICLE XVI     Treasurer                                                    9
ARTICLE XVII    Secretary                                                   10
ARTICLE XVIII   Resignations and Removals                                   10
ARTICLE XIX     Vacancies and Newly Created Directorships                   11
ARTICLE XX      Waiver of Notice                                            11
ARTICLE XXI     Capital Stock                                               11
ARTICLE XXII    Certificate of Stock                                        12
ARTICLE XXIII   Transfer of Shares of Stock                                 12
ARTICLE XXIV    Transfer Books; Record Date                                 13
ARTICLE XXV     Loss of Certificate                                         13
ARTICLE XXVI    Seal                                                        14
ARTICLE XXVII   Execution of Papers                                         14
ARTICLE XXVIII  Fiscal Year                                                 14
ARTICLE XXIX    Indemnification of Directors and Officers                   14
ARTICLE XXX     Amendments                                                  15


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                       ENERGY CONVERSION DEVICES, INC.


                                 B Y L A W S




                                  ARTICLE I

                    Certificate of Incorporation: Offices

      The name, the location of the principal  office of the  Corporation in the
State  of  Delaware,  the  name  and  address  of the  registered  agent  of the
Corporation  in the  State of  Delaware,  and the  objects  or  purposes  of the
Corporation  shall be as set forth in its  certificate of  incorporation.  These
bylaws, the powers of the Corporation and of its directors and stockholders, and
all  matters  concerning  the  conduct  and  regulation  of the  business of the
Corporation,  shall be subject to such provisions in regard thereto,  if any, as
are  set  forth  in  said  certificate  of  incorporation.  The  certificate  of
incorporation is hereby made a part of these bylaws.  In these bylaws references
to "certificate of incorporation"  shall be construed to mean the certificate of
incorporation  of the  Corporation as from time to time amended,  the expression
"certificate  of  incorporation"  having the meaning  given to it by the General
Corporation  Law of the State of Delaware and  references  to these bylaws or to
any requirement or provision of law shall mean these bylaws or such  requirement
or provision as then in effect.

      The  Corporation  may have such  additional  offices at such other  places
within or without the State of Delaware as the board of directors  may from time
to time appoint or as the business of the Corporation may require.



                                  ARTICLE II

                       Annual Meetings of Stockholders

      The annual meeting of  stockholders  shall be held on the second Friday of
September in each year,  unless that day be a legal  holiday,  in which case the
meeting shall be held on the next  succeeding day not a legal holiday.  Purposes
for which the annual  meeting is to be held,  additional to those  prescribed by
law, by the certificate of incorporation  and by these bylaws,  may be specified
by  resolution  of the board of directors or by a writing filed by the secretary
signed by the chairman of the board of directors,  the president,  by a majority
of the directors then in office or by one or more  stockholders who are entitled
to vote and who hold at least a one-fifth  part in interest of the capital stock
entitled to vote at the meeting.  If the election of the directors  shall not be
held on the day  designated  by these  bylaws,  the  directors  shall  cause the
election to


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be held as soon thereafter as convenient, and to that end, if the annual meeting
is  omitted  on the day  herein  provided  therefor,  a special  meeting  of the
stockholders  may be held in place thereof or if the election of directors shall
not be held at such annual meeting, a special meeting of the stockholders may be
held  therefor,  and any business  transacted or elections  held at such special
meeting  shall  have the same  effect  as if  transacted  or held at the  annual
meeting,  and in such  case all  references  in these  by-laws,  except  in this
Article II and in Article IV, to the annual meeting of the stockholders shall be
deemed to refer to such  special  meeting.  Any such  special  meeting  shall be
called,  and the purposes thereof shall be specified in the call, as provided in
Article III.



                                 ARTICLE III

                       Special Meeting of Stockholders

      A special  meeting  of the  stockholders  may be called at any time by the
chairman  of the  board of  directors,  or by the  president  or by the board of
directors or by a majority of the directors then in office. A special meeting of
the  stockholders  shall be  called by the  secretary,  or in the case of death,
absence,  incapacity or refusal of the secretary,  by some other  officer,  upon
written application of one or more stockholders who are entitled to vote and who
hold at least a one-fifth part in interest of the capital stock entitled to vote
at the  meeting.  Such call  shall  state the time,  place and  purposes  of the
meeting.  Business transacted at the meeting shall be limited to purposes stated
in the call.



                                  ARTICLE IV

                  Place and Notice of Stockholders' Meetings

            An  annual  meeting  of  stockholders  and any  special  meeting  of
stockholders  held in  place  of any such  annual  meeting  shall be held at the
principal  office of the  Corporation  in the State of Delaware or at such other
place  either  within or without the State of Delaware as the board of directors
shall  determine  and the place at which  such  meeting  shall be held  shall be
stated in the notice and call of the meeting.  Any other special  meeting of the
stockholders shall be held at such place within or without the State of Delaware
as is stated in the call. Any adjourned session of any annual or special meeting
of the stockholders  shall be held at such place as is designated in the vote of
adjournment.

            Except as may be otherwise  required by law, by the  certificate  of
incorporation  or by  other  provisions  of these  bylaws,  and  subject  to the
provisions  of Article  IX, a written  notice of each  meeting of  stockholders,
stating the place, day and

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hour thereof and the  purposes for which the meeting is called,  shall be given,
at least ten days and not more than  fifty  days  before  the  meeting,  to each
stockholder  entitled  to vote  thereat  and to each  stockholder  who under the
certificate of incorporation is entitled to such notice,  by leaving such notice
with him or at his  residence  or usual  place of  business  or by  mailing  it,
postage prepaid, addressed to such stockholder at his address as it appears upon
the books of the corporation. Such notice shall be given by the secretary, or in
case of the death,  absence,  incapacity  or refusal of the  secretary,  by some
other officer or by a person designated either by the secretary or by the person
or persons calling the meeting or by the board of directors.



                                  ARTICLE  V

                       Quorum and Action of Stockholders

            At any meeting of the stockholders, a quorum for the election of any
director or officer or for the  consideration of any question shall consist of a
majority in interest of all stock issued and outstanding and entitled to vote at
such election or upon such question, respectively,  represented either in person
or by proxy,  except in any case where a larger  quorum is required by laws,  by
the  certificate  of  incorporation  or by  these  bylaws.  Stock  owned  by the
Corporation,  if any, shall not be deemed  outstanding for this purpose.  In any
case any meeting may be  adjourned  from time to time by a majority of the votes
properly  cast upon the  question,  whether or not a quorum is present,  and the
meeting may be held as adjourned without further notice.

            When a quorum for an election is present at any meeting, a plurality
of the votes  properly  cast for any office shall elect to such office except in
any  case  where  a  larger  vote is  required  by law,  by the  certificate  of
incorporation  or by these  bylaws.  When a quorum  for the  consideration  of a
question is present at any meeting,  a majority of the votes  properly cast upon
the question shall decide the question except in any case where a larger vote is
required by law, by the certificate of incorporation or by these bylaws.



                                  ARTICLE  VI

                              Proxies and Voting

            Except as otherwise provided in the certificate of incorporation and
subject to the  provisions  of Article XXIV of these  bylaws,  each  stockholder
shall at every meeting of the  stockholders be entitled to one vote in person or
by proxy for each share of the capital  stock held by such  stockholder,  but no
proxy shall be voted on after three years

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from its date, unless the proxy provides for a longer period; and except where a
date  shall  have  been  fixed as a record  date  for the  determination  of the
stockholders  entitled to vote, as provided in Article XXIV of these bylaws,  no
share of stock shall be voted on at any  election for  directors  which has been
transferred  on the books of the  Corporation  within twenty days next preceding
such  election  of  directors.  Shares of the capital  stock of the  Corporation
belonging to the Corporation shall not be voted upon directly or indirectly.

            Persons  holding stock in a fiduciary  capacity shall be entitled to
vote the shares so held,  or to give any consent  permitted  by law, and persons
whose  stock is  pledged  shall be  entitled  to  vote,  or to give any  consent
permitted  by law,  unless in the  transfer  by the  pledgor on the books of the
Corporation  he shall have expressly  empowered the pledgee to vote thereon,  in
which  case only the  pledgee  or his proxy may  represent  said  stock and vote
thereon or give any such consent.

            The secretary shall prepare and make, at least ten days before every
election of directors,  a complete list of the stockholders  entitled to vote at
said election,  arranged in alphabetical  order, and showing the address of each
stockholder and the number of shares registered in such stockholder's  name. For
said ten days such list shall be open, at the place where said election is to be
held, to the examination of any stockholder  during ordinary business hours, and
shall be produced  and kept at the time and place of  election  during the whole
time thereof,  subject to the inspection of any  stockholder who may be present.
The original or duplicate  stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or the books of the Corporation or to
vote in person or by proxy at such election.



                                 ARTICLE  VII

                            Consent by Stockholders

            To the extent permitted by law, whenever the vote of stockholders at
a meeting  thereof is required or permitted to be taken in  connection  with any
corporate  action by any provision of law or of the certificate of incorporation
or by these bylaws,  the meeting and vote of stockholders may be dispensed with,
if all the  stockholders who would have been entitled to vote upon the action if
such meeting were held,  shall consent in writing to such corporate action being
taken.  In the event that the action which is consented to is such as would have
required the filing of a certificate  under any of the provisions of the General
Corporation Law of the State of Delaware,  if such action had been voted upon by
the  stockholders  at a  meeting  thereof,  the  certificate  filed  under  such
provision  shall state that written  consent has been given under Section 228 of
said  General  Corporation  Law, in lieu of stating that the  stockholders  have
voted upon the corporate action in question, if such last mentioned statement is
required thereby.

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                                 ARTICLE VIII

                              Board of Directors

            A board of directors shall be elected  annually by the  stockholders
at their annual meeting.

            If and to the extent that the  certificate  of  incorporation  shall
provide  for the  number of  directors  or as to changes  in such  number,  such
provisions shall govern,  and the provisions of these bylaws shall be applicable
if  and  to  the  extent  not  inconsistent  with  any  such  provisions  of the
certificate of incorporation.

            References in these bylaws to the total number of directors mean the
total number fixed as herein provided, irrespective of the number at the time in
office.

            The total number of directors  shall  consist of not less than three
nor more than  fourteen  directors.  Within  such  limits  the  total  number of
directors for the ensuing year shall be fixed at each annual  meeting by vote of
the stockholders; but, if the number is not so fixed, the number shall remain as
it stood immediately prior to such meeting.

            At any time  during any year the total  number of  directors  may be
increased  within the aforesaid limits by vote of a majority of the total number
of  directors.  At any time during any year the total number of directors may be
increased  or  reduced  within the  aforesaid  limits by the  stockholders  at a
meeting  called for the  purpose,  by vote of a majority of the stock issued and
outstanding, or in the case of a reduction which involves the termination of the
directorship of an incumbent director,  by such larger vote, if any, as would be
required to remove such incumbent from office.

            Each newly created  directorship  resulting from any increase in the
number of directors may be filled in the manner  provided in Article XIX for the
filling of a vacancy in the office of a director,  by vote of the  stockholders,
or by vote of a majority of the directors who were in office  immediately  prior
to the increase, though less than a quorum.

            No director need be a  stockholder.  Each director shall hold office
until the next annual  meeting of the  stockholders  and until his  successor is
elected and qualified, or until he sooner dies, resigns or is removed.




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                                  ARTICLE IX

                              Powers of Directors

            The board of directors shall manage the property and business of the
Corporation  and shall have and may exercise  all the powers of the  Corporation
except such as are conferred upon the stockholders by law, by the certificate of
incorporation or by these bylaws.  The Corporation may have officers outside the
State of Delaware.




                                  ARTICLE X

                                  Committees

      The  board  of  directors  may at any  time  and  from  time to  time,  by
resolution  adopted by a majority of the total number of  directors,  designate,
change  the  membership  of or  terminate  the  existence  of any  committee  or
committees,  including,  if desired, an executive  committee,  each committee to
consist of two or more of the directors of the Corporation.  Each such committee
shall  have  such  name as may be  determined  from  time to time by  resolution
adopted by a majority of the total  number of  directors  and shall have and may
exercise such powers of the board of directors in the management of the business
and  affairs  of the  Corporation,  as may be  determined  from  time to time by
resolution  adopted by a majority  of the total  number of  directors,  with the
exception of any authority the  delegation of which is prohibited by Section 141
of the General  Corporation  Law. All minutes of proceedings of committees shall
be available to the board of directors on its request.



                                  ARTICLE XI

                      Meetings of the Board of Directors

            Regular  meetings of the board of directors may be held without call
or formal  notice at such places  either within or without the State of Delaware
and at such  times  as the  board of  directors  may by vote  from  time to time
determine.  A regular meeting of the board of directors may be held without call
or formal notice  immediately  after and at the same place as the annual meeting
of the stockholders.

            Special  meetings of the board of directors  may be held at any time
and at any place either  within or without the State of Delaware  when called by
the  chairman  of the  board,  the  president,  the  treasurer,  or two or  more
directors, reasonable notice thereof

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being given to each director by the secretary, or in case of the death, absence,
incapacity or refusal of the secretary,  by the officer or directors calling the
meeting,  or without call or formal notice if each director is either present or
waives  notice as  provided  in  Article  XX.  In any  case,  it shall be deemed
sufficient  notice to a  director  to send  notice by mail at least  forty-eight
hours or by telegram at least  twenty-four hours before the meeting addressed to
him at his usual or last known  business or residence  address or to give notice
to him in person either by telephone or by handing him a written notice at least
twenty-four  hours  before the  meeting.  If the  address of a director to which
notice by mail is sent is more than two  hundred  fifty  miles from the place of
mailing,  such notice shall be deemed  sufficient notice to the director only if
mailed by air mail at least forty-eight hours before the meeting.




                                  ARTICLE XII

                        Quorum and Action of Directors

            At any meeting of the board of directors, except in any case where a
larger  quorum or the vote of a larger  number of directors is required by laws,
by the  certificate  of  incorporation  or by these  bylaws,  a  quorum  for any
election or for the consideration of any question shall consist of a majority of
the directors  then in office,  which in no case shall be less than one-third of
the total number of directors nor less than two  directors;  but any meeting may
be adjourned  from time to time by the vote of a majority of the votes cast upon
the question, whether or not a quorum is present, and the meeting may be held as
adjourned without further notice.  When a quorum is present at any meeting,  the
vote of a majority of the  directors  present and voting shall be requisite  and
sufficient  for  election  to any  office,  and the votes of a  majority  of the
directors  present and voting  shall  decide any  question  brought  before such
meeting,  except in any case  where a larger  vote is  required  by law,  by the
certificate of incorporation or by these bylaws.



                                 ARTICLE XIII

                      Consent by Directors or Committees

            To the extent  permitted by law,  whenever a vote or resolution at a
meeting of the board of  directors  or at any  committee  thereof is required or
permitted to be taken in connection  with any corporate  action by any provision
of law or of the certificate of incorporation  or of these bylaws,  such meeting
and such vote or resolution  may be dispensed with and such  corporation  action
may be taken without such meeting, vote or resolution, if prior to such action a
written consent to such corporate action is signed by

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all  members  of the board or of such  committee,  as the case may be,  and such
written  consent is filed with the  minutes of the  proceedings  of the board of
directors or such committee.



                                  ARTICLE XIV

                              Officers and Agents

            The officers of the Corporation  shall be a chairman of the board of
directors,  a president,  a treasurer,  a secretary and such other officers,  if
any, as the board of directors may in its discretion  elect,  which officers may
include one or more vice presidents, one or more assistant treasurers and one or
more assistant  secretaries.  The Corporation may also have such agents, if any,
as the board of directors  may in its  discretion  appoint.  The chairman of the
board and the president  shall be chosen from among the directors.  So far as is
permitted by law, any two or more offices may be held by the same person, except
that  neither  the  chairman of the board nor the  president  shall also be vice
president or the secretary.

            Subject to law, to the certificate of incorporation and to the other
provisions of these  bylaws,  each officer shall have, in addition to the duties
and powers herein set forth,  such duties and powers as are commonly incident to
his office and such duties and powers as the board of directors may from time to
time designate.

            The chairman of the board,  the  president,  the  treasurer  and the
secretary  shall be  elected  annually  by the board of  directors  at its first
meeting  following the annual meeting of the  stockholders by vote of a majority
of the directors then in office.  Other officers,  if any, may be elected by the
board of directors at said meeting or at any other time by vote of a majority of
the directors then in office.  Agents,  if any, may be appointed by the board of
directors  at said  meeting or at any other  time by vote of a  majority  of the
directors present and voting.

            Each of the chairman of the board, the president,  the treasurer and
the  secretary  shall  hold  office  until  the  first  meeting  of the board of
directors  following the next annual meeting of the  stockholders  and until his
successor is chosen and qualified,  or until he sooner dies, resigns, is removed
or becomes  disqualified.  Each  other  officer  shall  retain his office at the
pleasure of a majority of the directors then in office.  Each agent shall retain
his authority at the pleasure of a majority of the directors present and voting.




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                                  ARTICLE XV

             Chairman of the Board, President and Vice Presidents

            The  chairman  of the board  shall  preside at all  meetings  of the
stockholders  and of the board of  directors  at which he is present,  except as
otherwise voted by the board of directors.

            The  president  shall  be  the  chief   executive   officer  of  the
Corporation and shall have general charge and supervision of the business of the
Corporation,  and shall have such other duties and powers as shall be designated
from time to time by the board of  directors.  In the absence of the chairman of
the board,  the president shall preside at all meetings of the  stockholders and
of the board of directors at which he is present,  except as otherwise  voted by
the board of directors.

            Each vice  president  shall have such  duties and powers as shall be
designated  from time to time by the board of directors.  Vice presidents may be
given titles to indicate their special duties.



                                  ARTICLE XVI

                                   Treasurer

            The treasurer shall be the chief financial and accounting officer of
the  Corporation  and shall be in charge of its funds and valuable papers and of
its books of account and accounting  records and of its  accounting  procedures,
and shall have such other  duties and powers as may be  designated  from time to
time by the board of directors.  The treasurer shall be responsible to and shall
report to the board of directors.

            Each assistant  treasurer shall have such duties and powers as shall
be designated  from time to time by the board of directors or by the  treasurer,
and shall be responsible to and shall report to the treasurer.




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                                 ARTICLE XVII

                                   Secretary

            The secretary  shall record all the  proceedings  of the meetings of
the stockholders  and the board of directors,  in a book or books to be kept for
that purpose, and in his/her absence from any such meeting a temporary secretary
shall be chosen who shall record the proceedings thereof.

            The  secretary  shall have  charge of the stock  ledger  (which may,
however,  be kept by any transfer agent or agents of the  Corporation  under the
direction of the secretary).

            Each assistant  secretary shall have such duties and powers as shall
be designated  from time to time by the board of directors or by the  secretary,
and shall be responsible to and shall report to the secretary.



                                 ARTICLE XVIII

                           Resignations and Removals

            Any  director  or officer may resign at any time by  delivering  his
resignation  in writing to the president or the secretary or to a meeting of the
board of directors,  and such  resignation  shall take effect at the time stated
therein or if no time be so stated upon its delivery,  and without the necessity
of its being accepted unless the resignation  shall so state.  The  stockholders
may at any meeting called for the purpose,  by vote of a majority in interest of
such  stock  issued and  outstanding  and  entitled  to vote at an  election  of
directors,  remove from office any director or directors. The board of directors
may at any time, by vote of a majority of the directors  then in office,  remove
from office any officer,  with or without  cause.  The board of directors may at
any time,  by vote of a majority of directors  present and voting,  terminate or
modify the authority of any agent. No director or officer  resigning and (except
pursuant  to  the  provisions  of  a  written  employment   agreement  with  the
Corporation  duly  approved  by the board of  directors)  no director or officer
removed shall have any right to any compensation as such director or officer for
any period  following  his  resignation  or removal,  or any right to damages on
account of such removal, whether his compensation be by the month or by the year
or otherwise.




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                                  ARTICLE XIX

                   Vacancies and Newly Created Directorships

            If the office of any director  becomes  vacant,  by reason of death,
resignation  or  removal or  disqualification,  or if the  authorized  number of
directors shall be increased,  such vacancy or newly created directorship may be
filled by  stockholders  at a meeting  called for the purpose  (which may be the
same meeting at which a former  holder of such office was  removed,  or the same
meeting at which such new directorship was created),  or, in the absence of such
election by the stockholders,  such vacancy or newly created directorship may be
filled by the board of directors by vote of a majority of the directors  then in
office,  though less than a quorum.  If the office of any officer  thus  becomes
vacant, the board of directors may elect a successor or successors, by vote of a
majority of the directors then in office,  though less than a quorum.  The board
of  directors  shall have and may exercise  all its powers  notwithstanding  the
existence of one or more  vacancies  in the total  number of directors  provided
there be at least three directors in office,  subject to any requirements of law
or of the  certificate of  incorporation  or of these bylaws as to the number of
directors required for a quorum or for any vote, resolution or other action.



                                  ARTICLE XX

                               Waiver of Notice

            Whenever  any  notice  is  required  to be given by law or under the
provisions of the  certificate  of  incorporation  or of these bylaws,  a waiver
thereof in writing,  signed by the person or persons  entitled  to such  notice,
whether  before or after the time  stated  therein  or  otherwise  fixed for the
meeting or other event for which notice is waived, shall be deemed equivalent to
such notice.



                                  ARTICLE XXI

                                 Capital Stock

            The authorized  amount of the capital stock of the  Corporation  and
the  par  value  thereof,  if any,  shall  be as  fixed  in the  certificate  of
incorporation.




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                                 ARTICLE XXII

                             Certificate of 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 president or a
vice president and the treasurer,  an assistant  treasurer,  the secretary or an
assistant secretary of the Corporation, certifying the number of shares owned by
him in the Corporation; provided, however, that where such certificate is signed
(1) by a  transfer  agent or an  assistant  transfer  agent or (2) by a transfer
clerk acting on behalf of the Corporation and a registrar,  the signature of the
president,  vice  president,   treasurer,   assistant  treasurer,  secretary  or
assistant secretary may be facsimile.  In case any officer or officers who shall
have signed, or whose facsimile signature or signatures shall have been used on,
any such certificate or certificates  shall cease to be such officer or officers
of the Corporation,  whether because of death, resignation or otherwise,  before
such  certificate or certificates  shall have been delivered by the Corporation,
such  certificate or certificates may nevertheless be adopted by the Corporation
and be issued and  delivered  as though the  person or persons  who signed  such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such  officer or officers of the  Corporation,
and any  such  issue  and  delivery  shall be  regarded  as an  adoption  by the
Corporation of such certificate or certificates.  Certificates of stock shall be
in such form as shall,  in conformity to law, be prescribed from time to time by
the board of directors.

      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.



                                 ARTICLE XXIII

                         Transfer of Shares of Stock

      Subject  to the  restrictions,  if  any,  imposed  by the  certificate  of
incorporation,  title to a  certificate  of stock and to the shares  represented
thereby  shall be  transferred  only by  delivery  of the  certificate  properly
endorsed, or by delivery of the certificate  accompanied by a written assignment
of the same, or a written power of attorney to sell, assign or transfer the same
or the shares represented  thereby properly executed;  but the person registered
on the books of the Corporation as the owner of shares shall have the

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exclusive right to receive  dividends  thereon and to vote thereon as such owner
and shall be held liable for such calls and assessments, if any, as may lawfully
be made thereon,  and except only as may be required by law, may, subject to the
provisions of Articles VI and XXIV of these  bylaws,  in all respects be treated
by the Corporation as the exclusive owner thereof.  It shall be the duty of each
stockholder to notify the Corporation of his post office address.



                                 ARTICLE XXIV

                          Transfer Books; Record Date

      The board of  directors  shall not have power to close the stock  transfer
books of the  Corporation  for any  purpose  but in lieu  thereof  the  board of
directors  shall have power to fix in advance a date,  not exceeding  sixty days
preceding the date of any meeting of stockholders or the date for any payment of
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 or for a period not
exceeding  fifty days in connection  with obtaining the consent of  stockholders
for any  purpose,  as a record date for the  determination  of the  stockholders
entitled  to  notice  of and to vote at any  such  meeting  and any  adjournment
thereof,  or entitled to receive  payment of any such  dividend,  or to any such
allotment  of rights,  or to exercise  the rights in respect of any such change,
conversion or exchange of capital  stock,  or to give such consent,  and in such
case such  stockholders  and only such  stockholders as shall be stockholders of
record on the date so fixed shall be entitled to such notice of, and to vote at,
such  meeting  and  any  adjournment  thereof,  or to  receive  payment  of such
dividend, or to receive such allotment of rights, or to exercise such rights, or
to give such consent,  as the case may be,  notwithstanding  any transfer of any
stock on the  books of the  Corporation  after  any such  record  date  fixed as
aforesaid.



                                  ARTICLE XXV

                              Loss of Certificate

      In the case of the alleged  loss or  destruction  or the  mutilation  of a
certificate  of stock, a duplicate  certificate  may be issued in place thereof,
upon such terms in conformity with law as the board of directors may prescribe.




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                                 ARTICLE XXVI

                                     Seal

      The corporate seal of the Corporation shall,  subject to alteration by the
board of directors, consist of two concentric circles and shall contain the name
of  the  Corporation  and  "Delaware"  and  the  year  of  organization  of  the
Corporation.  Said seal may be used by causing it or a  facsimile  thereof to be
impressed or affixed or reproduced or otherwise.



                                 ARTICLE XXVII

                              Execution of Papers

      Except as otherwise  provided in these bylaws,  and except as the board of
directors may generally or in particular  cases authorize the execution  thereof
in some other manner, all deeds,  leases,  transfers,  contracts,  bonds, notes,
checks,  drafts,  and  other  obligations  made,  accepted  or  endorsed  by the
Corporation shall be signed by an officer.



                                ARTICLE XXVIII

                                  Fiscal Year

      The fiscal year of the Corporation shall begin on the first day of July in
each year until otherwise determined by the board of directors.



                                 ARTICLE XXIX

                   Indemnification of Directors and Officers

      Each  person who shall be or shall have been a director  or officer of the
Corporation,  or who  shall  serve or shall  have  served  at its  request  as a
director  or  officer of  another  corporation  or as a trustee or officer of an
association or trust in which the Corporation  owns stocks or shares or of which
the Corporation is a creditor,  shall be indemnified by the Corporation  against
all liabilities and expenses at any time imposed upon or reasonably  incurred by
him in connection  with,  arising out of or resulting  from any action,  suit or
proceeding  in which he may be involved or with which he may be  threatened,  by
reason of his then  serving  or  theretofore  having  served  as such  director,
trustee or  officer,  or by reason of any  alleged act or omission by him in any
such

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<PAGE>


capacity,  whether  or not he shall be  serving  as such  director,  trustee  or
officer at the time any or all of such  liabilities or expenses shall be imposed
upon or incurred by him. The matters  covered by the foregoing  indemnity  shall
include any amounts paid by any such person in compromise or settlement, if such
compromise  or  settlement  shall be  approved as in the best  interests  of the
Corporation by vote of a majority of disinterested  directors then in office, or
by vote of a majority of the shares of stock held by disinterested  stockholders
entitled to vote present or represented at a meeting called for the purpose; but
such matters shall not include  liabilities  or expenses  imposed or incurred in
connection with any matters as to which such person shall be finally adjudged in
such  action,  suit or  proceeding  to be  liable by  reason  of  negligence  or
misconduct in the performance of his duty as such director,  trustee or officer.
Each  person who becomes a director,  trustee or officer as  aforesaid  shall be
deemed  to have  accepted  and to have  continued  to  serve in such  office  in
reliance upon the indemnity herein provided. These indemnity provisions shall be
separable,  and if any portion thereof shall be finally  adjudged to be invalid,
such  invalidity  shall not affect any other  portion which can be given effect.
These indemnity  provisions  shall not be exclusive of any other right which any
director, trustee or officer may have.



                                 ARTICLE XXX

                                  Amendments

      These bylaws may be altered,  amended or repealed at any annual or special
meeting of the  stockholders  called for the purpose,  of which the notice shall
specify the subject matter of the proposed  alteration,  amendment or repeal, or
the articles to be affected thereby, or at any meeting of the board of directors
by resolution of a majority of the total number of directors. Any by-law whether
passed,  amended or repealed by the stockholders or directors,  may be repealed,
amended,  further  amended  or  reinstated,  as the case may be, by  either  the
stockholders or the directors as aforesaid.

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