<PAGE>


                                                                    EXHIBIT 3.33

                                     BY-LAWS

                                       OF

                            MERCER FORGE CORPORATION

                                INDEX TO BY-LAWS

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                                                                    Page
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Article I - Meetings of Stockholders

Section 1.   Annual Meeting                                           1
Section 2.   Special Meetings                                         1
Section 3.   Notice and Purpose of Meetings                           2
Section 4.   Procedure                                                2
Section 5.   List of Stockholders                                     2
Section 6.   Quorum                                                   3
Section 7.   Adjournments                                             3
Section 8.   Voting; Proxies                                          4
Section 9.   Consent of Stockholders in Lieu of Meeting               5
Section 10.  Waiver of Notice                                         5
Section 11.  Inspectors of Election                                   6
Section 12.  Duties of Inspectors of Election                         7

Article II - Directors

Section 1.   General Powers                                           7
Section 2.   Number and Qualifications                                7
Section 3.   Election and Term of Office                              8
Section 4.   Resignation                                              8
Section 5.   Removal of Directors                                     8
Section 6.   Vacancies                                                8
Section 7.   First Meeting of Newly Elected Directors                 9
Section 8.   Regular Meetings of Directors                            9
Section 9.   Special Meetings of Directors                           10
Section 10.  Notice of Special Meetings                              10
Section 11.  Quorum and Action by the Board                          11
Section 12.  Procedure                                               11
Section 13.  Committees of Directors                                 12
Section 14.  Compensation of Directors                               13
Section 15.  Action Without a Meeting                                14
Section 16.  Presence at Meeting by Telephone                        14
Section 17.  Waiver of Notice                                        14

Article III - Officers

Section 1.   Officers                                                15
Section 2.   Term of Office                                          15
Section 3.   Removal                                                 15
Section 4.   Resignation                                             16
Section 5.   Vacancies                                               16
Section 6.   The President                                           16
Section 7.   The Vice Presidents                                     16
Section 8    The Secretary and Assistant Secretaries                 17
</TABLE>

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<TABLE>
<S>                                                                  <C>
Section 9.   The Treasurer and Assistant Treasurer                   17
Section 10.  Officers Holding Two or More Offices                    18
Section 11.  Duties of Officers May Be Delegated                     18
Section 12.  Compensation                                            18
Section 13.  Security                                                19

Article IV - Indemnification of Officers and Directors

Section 1.   Bight of Indemnification                                19
Section 2.   Expenses                                                19
Section 3.   Other Bights of Indemnification                         20

Article V - Shares and Their Transfer

Section 1.   Certificates                                            20
Section 2.   Issuance of Certificates                                21
Section 3.   More Than One Class of Stock                            21
Section 4.   Stock Ledger                                            22
Section 5.   Transfer of Shares                                      22
Section 6.   Registered Stockholders                                 23
Section 7.   Regulations                                             23
Section 8.   Lost, Stolen and Destroyed Certificates                 24
Section 9.   Fixing of Record Date                                   24

Article VI - Finances

Section 1.   Corporate Funds                                         26
Section 2.   Fiscal Year                                             26
Section 3.   Dividends; Reserves                                     27
Section 4.   Loans to Employees and Officers                         27

Article VII  - Corporate Seal

Section 1.   Form of Seal                                            28
Section 2.   Use of Seal                                             28

Article VIII - Amendments

Section 1.   Procedure for Amending By-Laws                          28
</TABLE>

<PAGE>


                                    BY-LAWS

                                       OF

                            MERCER FORGE CORPORATION

                                   ARTICLE I

                            Meetings of Stockholders

      Section 1. Annual Meeting. The annual meeting of stockholders of the
corporation for the election of directors and for the transaction of other
business shall be held at such time and such place within or without the State
of Delaware as shall be determined by the Board of Directors or the President
and stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

      Section 2. Special Meetings. A special meeting of stockholders may be
called by the Board of Directors or the President, and shall be called by the
President, the Secretary or an Assistant Secretary at the request in writing of
a majority of the Board of Directors, or at the request in writing of the
holders of record of a majority of the outstanding shares of the stock of the
corporation entitled to vote at the meeting. Each special meeting of
stockholders shall be held at such time and place within or without the State of
Delaware as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof. Business transacted at any special meeting of
stockholders shall be limited to the purpose or purposes stated in the notice of
the meeting.

<PAGE>


                                     - 2 -

      Section 3. Notice and Purpose of Meetings. Written notice of each meeting
of stockholders stating the place, date and hour of the meeting and, in the case
of a special meeting, in general terms, the purpose or purposes for which the
meeting is called, shall be given not less than ten nor more than sixty days
before the meeting to each stockholder of record entitled to vote at the
meeting. If mailed, such notice shall be deemed to be given when deposited in
the United States mail, with first-class postage thereon prepaid, directed to
each stockholder at his address as it appears on the records of the corporation.

      Section 4. Procedure.  At each meeting of stockholders the order of
business and all other matters of procedure may be determined by the person
presiding at the meeting.

      Section 5. List of Stockholders. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares of the stock of the corporation registered
in the name of each stockholder. Such list shall be open to examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a

<PAGE>


                                      - 3 -

place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

      Section 6. Quorum. Except as otherwise required by law or the certificate
of incorporation, a quorum at all meetings of stockholders shall consist of the
holders of record of not less than a majority of the outstanding shares of the
stock of the corporation entitled to vote at the meeting, present in person or
represented by proxy, except when the stockholders are required to vote by
class, in which event the holders of record of not less than a majority of the
outstanding shares of the appropriate class shall be present in person or
represented by proxy.

      Section 7. Adjournments. The stockholders entitled to vote who are present
in person or represented by proxy at any meeting of stockholders, whether or not
a quorum shall be present at the meeting, shall have power by a majority of the
votes cast to adjourn the meeting from time to time without notice other than
announcement at the meeting of the time and place to which the meeting is
adjourned. At any adjourned meeting held without notice at which a quorum shall
be present any business may be

<PAGE>

                                     - 4 -


transacted that might have been transacted on the original date of the meeting.
If the adjournment is for more than thirty days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
adjourned meeting.

      Section 8. Voting; Proxies. Unless otherwise provided in the certificate
of incorporation, each stockholder of record shall be entitled at every meeting
of stockholders to one vote for each share of the stock of the corporation
standing in his name on the record of stockholders on the record date fixed for
the meeting or, if no record date for the meeting was fixed, on the date of the
meeting. Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
act in person or persons or may authorize another person to act for him by
proxy, but no proxy shall be voted or acted upon after three years from its date
unless it provides for a longer period.

      Directors elected at any meeting of stockholders shall, except as
otherwise required by law, be elected by a plurality of the votes cast. All
other corporate action to be taken by vote of stockholders shall, except as
otherwise required by law or the certificate of incorporation, be authorized by
a majority of the

<PAGE>
                                     - 5 -

votes cast. Unless otherwise provided in the certificate of incorporation, the
vote for directors shall be by ballot, but the vote upon any other question
before a meeting of stockholders shall not be by ballot unless required by law
or unless the person presiding at such meeting shall so direct or unless any
stockholder present in person or by proxy and entitled to vote thereon shall so
demand.

      Section 9. Consent of Stockholders in Lieu of Meeting. Unless otherwise
provided in the certificate of incorporation, any action required to be taken at
any annual or special meeting of stockholders, or any action (including, without
limitation, adoption, amendment or repeal of by-laws) which may be taken at any
annual or special meeting of stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding shares of the
stock of the corporation having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

      Section 10. Waiver of Notice. Whenever notice is
<PAGE>
                                     - 6 -

required by law or these by-laws to be given to any stockholder, a written
waiver thereof, signed by such stockholder in person or by proxy, whether before
or after the time stated therein, shall be deemed equivalent to notice. The
attendance of any stockholder at a meeting in person or by proxy shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
annual or special meeting of the stockholders need be specified in any written
waiver of notice.

      Section 11. Inspectors of Election. The Board of Directors may, in advance
of any meeting of the stockholders, appoint one or more inspectors to act at the
meeting or any adjournment thereof. If inspectors are not so appointed in
advance of the meeting, the person presiding at such meeting may, and on the
request of any stockholder entitled to vote thereat shall, appoint one or more
inspectors. In case any inspector appointed fails to appear or act, the vacancy
may be filled by appointment made by the Board of Directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of

<PAGE>
                                     - 7 -

inspector at such meeting with strict impartiality and according to the best of
his ability. No person who is a candidate for the office of director of the
corporation shall act as an inspector at any meeting of the stockholders at
which directors are elected.

      Section 12. Duties of Inspectors of Election. Whenever one or more
inspectors of election may be appointed as provided in these by-laws, he or they
shall determine the number of shares outstanding and entitled to vote, the
shares represented at the meeting, the existence of a quorum, and the validity
and effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots, or consents, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all stockholders.

                                   ARTICLE II

                                    Directors

      Section 1. General Powers. The property, business and affairs of the
corporation shall be managed by or under the direction of its Board of
Directors.

      Section 2. Number and Qualifications. The Board of Directors shall consist
of one or more members. The exact number of directors shall be fixed from time
to time by action of the

<PAGE>
                                     - 8 -

stockholders or by vote of a majority of the entire Board of Directors.

      Section 3. Election and Term of Office. Except as otherwise required by
law or these by-laws, each director shall be elected at the annual meeting of
stockholders of the corporation and shall hold office until the next annual
meeting of stockholders and until his successor has been elected and qualified,
or until his earlier death, resignation or removal.

      Section 4. Resignation. Any director may resign at any time by giving
written notice to the corporation. Such resignation shall take effect at the
time specified therein; unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

      Section 5. Removal of Directors. Except as otherwise provided by law, any
director or the entire Board of Directors may be removed, with or without cause,
by the holders of a majority of the shares of the stock of the corporation then
entitled to vote at an election of directors.

      Section 6. Vacancies. Newly created directorships and vacancies in the
Board of Directors, including vacancies resulting from the resignation of
directors effective immediately or at a future date or from the removal of
directors, with or without

<PAGE>
                                     - 9 -

cause, may be filled by vote of the stockholders, by vote of a majority of the
directors then in office (including directors whose resignations are effective
at a future date), although less than a quorum, or by the sole remaining
director. Each director so chosen shall hold office until the next annual
meeting of stockholders and until his successor has been elected and qualified,
or until his earlier death, resignation or removal. A vote to fill a vacancy or
vacancies created by the resignation or resignations of a director or directors
effective at a future date shall take effect when the resignation or
resignations become effective.

      Section 7. First Meeting of Newly Elected Directors. The first meeting of
the newly elected Board of Directors may be held immediately after the annual
meeting of stockholders and at the same place as the annual meeting of
stockholders, provided a quorum be present, and no notice of the meeting shall
be necessary. In the event the first meeting of the newly elected Board of
Directors is not held at said time and place, it shall be held as provided in
Section 8 or 9 of this Article II.

      Section 8. Regular Meetings of Directors. Regular meetings of the Board of
Directors may be held without notice at such time and such place within or
without the State of Delaware as may be fixed from time to time by resolution of
the Board of

<PAGE>
                                     - 10 -

Directors. If any day fixed for a regular meeting shall be a legal holiday at a
place where the meeting is to be held, then the meeting which would otherwise be
held on that day shall be held at the same hour on the next succeeding business
day.

      Section 9. Special Meetings of Directors. A special meeting of the Board
of Directors may be called by the President, or, in the absence or disability of
the President, any Vice President, or by any two directors or if there is only
one director by that one director. Each special meeting of the Board of
Directors may be held at such time and such place within or without the State of
Delaware as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

      Section 10. Notice of Special Meetings. Notice of each special meeting of
the Board of Directors, stating the time and place thereof, shall be given by
the President, any Vice President, the Secretary, any Assistant Secretary or any
member of the Board of Directors, to each member of the Board of Directors (a)
not less than three days before the meeting by depositing the notice in the
United States mail, with first-class postage thereon prepaid, directed to each
member of the Board of Directors at the address designated by him for such
purpose (or, if none is designated, at his last known address), or (b) not less
than twenty-four hours before the meeting by either (i) delivering the

<PAGE>


                                     - 11 -

same to each member of the Board of Directors personally, (ii) sending the same
by telephone, telegraph, cable or wireless to the address designated by him for
such purposes (or, if none is designated, to his last known address) or (iii)
delivering the notice to the address designated by him for such purpose (or, if
none is designated, to his last known address). The notice of any meeting of the
Board of Directors need not specify the purpose or purposes for which the
meeting is called, except as otherwise required by law or these by-laws.

      Section 11. Quorum and Action by the Board. At all meetings of the Board
of Directors, except as otherwise required by law or these by-laws, a quorum
shall be required for the transaction of business and shall consist of not less
than a majority of the entire Board of Directors, and the vote of a majority of
the directors present shall decide any question that may come before the
meeting. A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time or place without notice other
than announcement at the meeting of the time and place to which the meeting is
adjourned.

      Section 12. Procedure. The order of business and all other matters of
procedure at every meeting of directors may be determined by the person
presiding at the meeting.

<PAGE>
                                     - 12 -

      Section 13. Committees of Directors. The Board of Directors may, by
resolution adopted by vote of a majority of the entire Board of Directors,
designate one or more committees, each committee to consist of one or more of
the directors of the corporation. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of any member or alternate member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member or alternate member. Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the property, business and affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority of the Board
of Directors in reference to amending the certificate of incorporation, adopting
an agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the corporation's
property and assets, recommending to the stockholders a

<PAGE>


                                     - 13 -

dissolution of the corporation or a revocation of a dissolution, amending the
by-laws of the corporation, declaring a dividend or authorizing the issuance of
stock. Each such committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors when required, A majority vote of all
the members of any such committee may fix its rules or procedure, determine its
actions and fix the time and place within or without the State of Delaware for
its meetings and specify the number of members required to constitute a quorum
and what notice thereof, if any, shall be given, unless the Board of Directors
shall otherwise provide. The Board of Directors may at any time fill vacancies
in, change the membership of or discharge any such committee.

      Section 14. Compensation of Directors. The Board of Directors shall have
the authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance art each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor. Members of committees of the Board of Directors may be
allowed like compensation for attending committee meetings.

<PAGE>


                                     - 14 -

      Section 15. Action Without a Meeting. 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.

      Section 16. Presence at Meeting by Telephone. Members of the Board of
Directors or any committee thereof may participate in a meeting of the Board of
Directors or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in a meeting by such means shall
constitute presence in person at the meeting.

      Section 17. Waiver of Notice. Whenever notice is required by law or these
by-laws to be given to any director, a written waiver thereof, signed by such
director, whether before or after the time stated therein, shall be deemed
equivalent to notice.

<PAGE>

                                     - 15 -

                                  ARTICLE III

                                    Officers

      Section 1. Officers. The Board of Directors shall annually, at the first
meeting of the Board of Directors after the annual meeting of stockholders,
elect a President, one or more Vice Presidents, a Secretary, and a Treasurer.
The Board of Directors may from time to time elect or appoint such additional
officers as it may determine. Such additional officers shall have such authority
and perform such duties as the Board of Directors may from time to time
prescribe.

      Section 2. Term of Office. The President, each Vice-President, the
Secretary and the Treasurer shall each, unless otherwise determined by the Board
of Directors, hold office until the first meeting of the Board of Directors
following the next annual meeting of stockholders and until his successor has
been elected and qualified, or until his earlier death, resignation or removal.
Each additional officer appointed or elected by the Board of Directors shall
hold office for such term as shall be determined from time to time by the Board
of Directors and until his successor has been elected or appointed and
qualified, or until his earlier death, resignation or removal.

      Section 3. Removal. Any officer may be removed or have his authority
suspended by the Board of Directors at any time, with or without cause.

<PAGE>

                                     - 16 -

      Section 4. Resignation. Any officer may resign at any time by giving
written notice to the corporation. Such resignation shall take effect at the
time specified therein; unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

      Section 5. Vacancies. A vacancy in any office arising for any reason may
be filled by the Board of Directors.

      Section 6. The President. The President shall be the chief executive
officer of the corporation. He shall preside at all meetings of stockholders and
of the Board of Directors. He shall have the powers and duties of immediate
supervision and management of the corporation which usually pertain to his
office, and shall perform all such other duties as are properly required of him
by the Board of Directors.

      Section 7. The Vice Presidents. The Vice Presidents may be designated by
such title or titles as the Board of Directors may determine, and each Vice
President in such order of seniority as may be determined by the Board of
Directors shall, in the absence or disability of the President, or at his
request, perform the duties and exercise the powers of the President. Each of
the Vice Presidents also shall have such powers as usually pertain to his office
and shall perform such duties as usually pertain to his office or as are
properly required of him by the Board of Directors.

<PAGE>

                                     - 17 -

      Section 8. The Secretary and Assistant Secretaries. The Secretary shall
issue notices of all meetings of stockholders and of the Board of Directors
where notices of such meetings are required by law or these by-laws. He shall
attend meetings of stockholders and of the Board of Directors and keep the
minutes thereof in a book or books to be provided for that purpose. He shall
affix the corporate seal to and sign such instruments as require the seal and
his signature and shall perform such other duties as usually pertain to his
office or as are properly required of him by the Board of Directors.

      The Assistant Secretaries may, in the absence or disability of the
Secretary, or at his request or the request of the President, perform the duties
and exercise the powers of the Secretary, and shall perform such other duties as
the board of directors shall prescribe.

      Section 9. The Treasurer and Assistant Treasurers. The Treasurer shall
have the care and custody of all the moneys and securities of the corporation.
He shall cause to be entered in books of the corporation to be kept for that
purpose full and accurate accounts of all moneys received by him and paid by him
on account of the corporation. He shall make and sign such reports, statements
and instruments as may be required of him by the Board of Directors or by the
laws of the United States or of any state,

<PAGE>

                                     - 18 -

country or other jurisdiction in which the corporation transacts business, and
shall perform such other duties as usually pertain to his office or as are
properly required of him by the Board of Directors.

      The Assistant Treasurers may, in the absence or disability of the
Treasurer, or at his request or the request of the President, perform the duties
and exercise the powers of the Treasurer, and shall perform such other duties as
the Board of Directors shall prescribe.

      Section 10. Officers Holding Two or More Offices. Any two or more offices
may be held by the same person but no officer shall execute, acknowledge or
verify any instrument in more than one capacity if such instrument be required
by law or otherwise to be executed or verified by two or more officers.

      Section 11. Duties of Officers May be Delegated. In case of the absence or
disability of any officer of the corporation, or in case of a vacancy in any
office or for any other reason that the Board of Directors may deem sufficient,
the Board of Directors, except as otherwise provided by law, may temporarily
delegate the powers or duties of any officer to any other officer or to any
director.

      Section 12. Compensation. The compensation of all

<PAGE>

                                     - 19 -

officers shall be determined by the Board of Directors. The compensation of all
other employees shall be fixed by the President within such limits as may be
prescribed by the Board of Directors.

      Section 13. Security. The corporation may secure the fidelity of any or
all of its officers or agents by bond or otherwise, as may be required from time
to time by the Board of Directors.

                                   ARTICLE IV

                   Indemnification of Officers and Directors

      Section 1. Right of Indemnification. Every person now or hereafter serving
as a director or officer of the corporation and every such director or officer
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified by the corporation in accordance with and to
the fullest extent permitted by law for the defense of, or in connection with,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.

      Section 2. Expenses. Expenses incurred by an officer or director in
defending a civil or criminal action, suit or
<PAGE>


                                     - 20 -

proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation as authorized in this Article IV.

      Section 3. Other Rights of Indemnification. The right of indemnification
herein provided shall not be deemed exclusive of any other rights to which any
such director or officer may now or hereafter be entitled under any by-law,
agreement, vote of stockholders or disinterested 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 person.

                                   ARTICLE V

                           Shares and Their Transfer

      Section 1. Certificates. Every stockholder of the corporation shall be
entitled to a certificate or certificates, to be in such form as the Board of
Directors shall prescribe, certifying the number of shares of the stock of the
corporation owned by him.

<PAGE>

                                     - 21 -

      Section 2. Issuance of Certificates. Certificates representing shares of
stock of the corporation shall be numbered in the order in which they are issued
and shall be signed by the President or any Vice President and the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary of the
corporation. Any of or all the signatures on the certificate may be a facsimile.
In case any officer of the corporation who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer before such certificate is issued, such certificate may nevertheless be
issued by the corporation with the same effect as if he were such officer at the
date of issue.

      Section 3. More Than One Class of Stock. If the corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, provided that, except for restrictions on transfer of stock (as
provided in section 202 of the General Corporation Law of Delaware), in lieu
of the foregoing requirements, there may be set forth on the face

<PAGE>

                                     - 22 -

or back of the certificate which the corporation shall issue to represent such
class or series of stock, a statement that the corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

      Section 4. Stock Ledger. A record shall be kept by the Secretary, by the
transfer agent, or by any other officer, employee or agent designated by the
Board of Directors, of the name of the individual, firm or corporation holding
the shares of the stock of the corporation represented by each certificate, the
number of shares represented by such certificate, the date of issue thereof
and, in case of cancellation, the date of cancellation thereof.

      Section 5. Transfer of Shares. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate representing shares of the
stock of the corporation duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books. Whenever any
transfer of shares shall be made for


<PAGE>

                                     - 23 -

collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer if, when the certificates are presented to the corporation for
transfer, both the transferor and transferee request the corporation to do so.

      Section 6. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares of the stock of the corporation to receive dividends, and to vote as
such owner, and to hold liable for call and assessments a person registered on
its books as the owner of such shares, and shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.

      Section 7. Regulations. The Board of Directors may make such rules and
regulations as it may deem expedient, not inconsistent with law, the certificate
of incorporation or these by-laws, concerning the issue, transfer and
registration of certificates representing shares of the stock of the
corporation. It nay appoint, or authorize any officer or officers to appoint,
one or more transfer clerks or one or more transfer agents or one or more
registrars, and may require all such certificates to bear the signature or
signatures of any of them.

<PAGE>

                                     - 24 -

      Section 8. Lost, Stolen and Destroyed Certificates. The Board of Directors
may in its discretion cause a new certificate representing shares of the stock
of the corporation to be issued in place of any certificate theretofore issued
by the corporation alleged to have been lost, stolen or destroyed, upon
satisfactory proof of that fact by the person claiming the certificate to have
been lost, stolen or destroyed; but the Board of Directors may in its discretion
refuse to issue a new certificate except upon the order of a court having
jurisdiction in such matters. When authorizing such issue of a new certificate,
the Board of Directors may, in its discretion, and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to give the corporation a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

      Section 9. Fixing of Record Date. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or

<PAGE>


                                     - 25 -

exchange of shares of the stock of the corporation, or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty or less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. Only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to notice of and to vote at such meeting of stockholders and any
adjournment thereof, or to receive payment of such dividend or such other
distribution or such allotment of rights, or to exercise such rights in respect
of any such change, conversion or exchange of shares of the stock of the
corporation, or to participate in such other action, or to give such consent, as
the case may be, notwithstanding any transfer of any shares of the stock of the
corporation on the books of the corporation after any such record date so fixed.
A determination of stockholders of record entitled to notice of or to vote at
any meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

      If no record date is fixed by the Board of Directors, (a) the record date
for determining stockholders entitled to notice of or to vote at any meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given or, if notice is waived, at the close of business

<PAGE>


                                     - 26 -

on the day next preceding the day on which the meeting is held, (b) the record
date for determining stockholders entitled to express consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is necessary, shall be the day on which the first written consent is
expressed, and (c) the, record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

                                   ARTICLE VI

                                    Finances

      Section 1. Corporate Funds. The funds of the corporation shall be
deposited in its name with such banks, trust companies or other depositories as
the Board of Directors may from time to time designate. All checks, notes,
drafts and other negotiable instruments of the corporation shall be signed by
such officer or officers, employee or employees, agent or agents as the Board of
Directors may from time to time designate. No officers, employees or agents of
the corporation, alone or with others, shall have power to make any checks,
notes, drafts or other negotiable instruments in the name of the corporation or
to bind the corporation thereby, except as provided in this Section 1.

      Section 2. Fiscal Year. The fiscal year of the corporation shall be the
calendar year unless otherwise provided by the Board of Directors.

<PAGE>


                                     - 27 -

      Section 3. Dividends; Reserves. Dividends upon the stock of the
corporation, payable out of funds legally available therefor, may be declared by
the Board of Directors at any regular or special meeting. Dividends may be paid
in cash, in property, or in shares of the stock of the corporation. Before
declaring any dividend, the Board of Directors may set aside out of any funds of
the corporation legally available for dividends such Sum or sums as the Board of
Directors from time to time in its discretion shall deem proper as a reserve for
working capital, for contingencies, for equalizing dividends or for such other
purpose or purposes as the Board of Directors shall deem conducive to the
interests of the corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.

      Section 4. Loans to Employees and Officers. The corporation may lend money
to, or guarantee any obligation of, or otherwise assist any officer or other
employee of the corporation, including any officer or employee who is also a
director of the corporation, whenever in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance may be with or without
interest, and may be unsecured, or secured in such manner as the Board of
Directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation.

<PAGE>


                                     - 28 -

                                  ARTICLE VII

                                 Corporate Seal

      Section 1. Form of Seal. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its incorporation and the words
"Corporate Seal" and "Delaware", and shall otherwise be in such form as shall
be prescribed from time to time by the Board of Directors.

      Section 2. Use of Seal. The corporate seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced in any manner.

                                  ARTICLE VIII

                                   Amendments

      Section 1. Procedure For Amending By-Laws. By-laws of the corporation may
be adopted, amended or repealed (a) at any meeting of stockholders, notice of
which shall have referred to the proposed action, by the holders of a majority
of the shares of the corporation then entitled to vote at an election of
directors, or (b), if the power to adopt, amend or repeal by-laws shall have
been conferred upon the directors in the certificate of incorporation, at any
meeting of the Board of Directors, notice of which shall have referred to the
proposed action, by the vote of a majority of the entire Board of Directors.