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                                                                       EXHIBIT 3

                               GALILEO CORPORATION
                              AMENDED AND RESTATED
                                     BY-LAWS

                                    ARTICLE I

                                     OFFICES

                  Section  1. The registered office shall be in the City of
                           Wilmington, County of New Castle, State of Delaware.

                  Section  2. The corporation may also have offices at such
                           other places, both within and without the State of
                           Delaware, as the board of directors may from time to
                           time determine or the business of the Corporation may
                           require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section  1. All meetings of the stockholders for the election
                           of directors shall be held in the City of Sturbridge,
                           Massachusetts, at such place as may be fixed from
                           time to time by the board of directors, or at such
                           other place, either within or without the State of
                           Delaware, as shall be designated from time to time by
                           the board of directors and stated in the notice of
                           the meeting. Meetings of stockholders for any other
                           purpose may 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.

                  Section  2. The annual meeting of the stockholders shall be
                           held on the third Thursday in January in each year,
                           or such other date as may be fixed by the board of
                           directors, at such time as shall be stated in the
                           notice of the meeting for the purpose of electing
                           directors and for the transaction of such other
                           business as may properly come before the meeting.

                  Section  3. Written notice of the annual meeting stating the
                           place, date and hour of the meeting shall be given to
                           each stockholder entitled to vote at such meeting not
                           less than ten nor more than sixty days before the
                           date of the meeting.

                  Section  4. Special meetings of the stockholders, for any
                           purpose or purposes, unless otherwise prescribed by
                           statute or by the certificate of incorporation, may
                           be called by the president and shall be called by the
                           president or secretary at the request in writing of a
                           majority of the board of directors, or at the request
                           in writing of stockholders owning a majority in
                           amount of the


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                           entire capital stock of the corporation issued and
                           outstanding and entitled to vote. Such request shall
                           state the purpose or purposes of the proposed
                           meeting.

                  Section  5. Written notice of a special meeting stating the
                           place, date and hour of the meeting and the purpose
                           or purposes for which the meeting is called, shall be
                           given not less than ten nor more than sixty days
                           before the date of the meeting, to each stockholder
                           entitled to vote at such meeting.

                  Section  6. 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 registered in the name of each stockholder.
                           Such list shall be open to the examination of any
                           stockholder, for any purpose germane to the meeting,
                           during ordinary business hours, for a period of at
                           least ten days prior to the meeting, either at a
                           place within the city 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  7. The holders of a majority of the stock issued and
                           outstanding and entitled to vote thereat, present in
                           person or represented by proxy, shall constitute a
                           quorum at all meetings of the stockholders for the
                           transaction of business except as otherwise provided
                           by statute or by the certificate of incorporation.
                           Whether or not such quorum shall be present or
                           represented at any meeting of the stockholders, the
                           stockholders entitled to vote thereat, present in
                           person or represented by proxy, shall, by a majority
                           vote thereof, have power to adjourn the meeting from
                           time to time, without notice other than announcement
                           at the meeting. At such adjourned meeting, at which a
                           quorum shall be present or represented, any business
                           may be transacted which might have been transacted at
                           the meeting as originally notified. 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 meeting. The stockholders present or
                           represented at any duly organized meeting may
                           continue to transact business until adjournment,
                           notwithstanding the withdrawal of enough stockholders
                           to leave less than a quorum.

                  Section  8. When a quorum is present at any meeting, the vote
                           of the holders of a majority of the stock having
                           voting power present in person or represented by
                           proxy shall decide any question brought before such
                           meeting, unless the question is one upon which by
                           express provision of the statutes, the certificate of
                           incorporation, or these by-laws, a different vote is
                           required, in


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                           which case such express provision shall govern and
                           control the decision of such question.

                  Section  9. Unless otherwise provided in the certificate of
                           incorporation, 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 having voting power held by such stockholder,
                           but no proxy shall be voted on after three years from
                           its date, unless the proxy provides for a longer
                           period.

                  Section  10. Unless otherwise provided in the certificate of
                           incorporation, any action required to be taken at any
                           annual or special meeting of stockholders of the
                           corporation, or any action which may be taken at any
                           annual or special meeting of such 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 stock 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.

                                  ARTICLE III

                                    DIRECTORS

                  Section  1. The business of the corporation shall be managed
                           by its board of directors which may exercise all such
                           powers of the corporation and do all such lawful acts
                           and things as are not by statute or by the
                           certificate of incorporation or by these by-laws
                           directed or required to be exercised or done by the
                           stockholders.

                  Section  2. The number of directors which shall constitute the
                           whole board shall be not less than three nor more
                           than nine. Within the limits above specified, the
                           number of directors shall be determined by resolution
                           of the board of directors or by the stockholders at
                           the annual meeting. The directors shall be elected at
                           the annual meeting of the stockholders, except as
                           provided in Section 3 of this Article, and each
                           director elected shall hold office until his
                           successor is elected and qualified. Directors need
                           not be stockholders.

                  Section  3. Vacancies and newly created directorships
                           resulting from any increase in the authorized number
                           of directors may be filled by a majority of the
                           directors then in office, though less than a quorum,
                           or by a sole remaining director, and the directors so
                           chosen shall hold office until the next annual
                           election and until their successors are duly elected
                           and shall



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                           qualify, unless sooner displaced. If there are no
                           directors in office, then an election of directors
                           may be held in the manner provided by statute.


                       MEETINGS OF THE BOARD OF DIRECTORS

                  Section  4. The board of directors of the corporation may hold
                           meetings, both regular and special, either within or
                           without the State of Delaware.

                  Section  5. The first meeting of each newly elected board of
                           directors shall be held as soon as practicable after
                           each annual election of directors on the same day and
                           at the same place at which such election was held and
                           no notice of such meeting shall be necessary to the
                           newly elected directors in order legally to
                           constitute the meeting, provided a quorum shall be
                           present. In the event such meeting is not held at
                           such time and place, the meeting may be held at such
                           time and place as shall be specified in a notice
                           given as hereinafter provided for special meetings of
                           the board of directors, or as shall be specified in a
                           written waiver signed by all of the directors.

                  Section  6. Regular meetings of the board of directors may be
                           held without notice at such time and at such place as
                           shall from time to time be determined by the board.

                  Section  7. Special meetings of the board may be called by the
                           president on two days' notice to each director, if
                           such notice is delivered personally or sent by
                           telegram, or on at least three days' notice if sent
                           by mail. Special meetings shall be called by the
                           president or secretary in like manner and on like
                           notice on the written request of at least one-half of
                           the directors then in office.

                  Section  8. At all meetings of the board a majority of the
                           directors shall constitute a quorum for the
                           transaction of business and the act of a majority of
                           the directors present at any meeting at which there
                           is a quorum shall be the act of the board of
                           directors, except as may otherwise be specifically
                           provided by statute, the Restated Certificate of
                           Incorporation or these by-laws. If a quorum shall not
                           be present at any meeting of the board of directors,
                           the directors present may adjourn the meeting from
                           time to time, without notice other than announcement
                           at the meeting, until a quorum is present. The
                           directors present at any duly organized meeting of
                           the board of directors may continue to transact
                           business until adjournment, notwithstanding the
                           withdrawal of enough directors to leave less than a
                           quorum.

                           The corporation shall not, without the consent of the
                           Required Directors, as defined below, at the time of
                           such proposed action, (i) amend, alter or repeal any
                           provision of the Restated Certificate of
                           Incorporation or by-laws of the corporation, or file
                           any certificate of designation relating to any
                           preferred stock; (ii) sell, convey, transfer,
                           abandon, lease or otherwise dispose of or encumber
                           all or substantially all of its property or business
                           or effect a material change in the nature of its
                           business; (iii) sell, convey, transfer, abandon,
                           lease or otherwise dispose of or encumber any of the
                           capital stock of Leisegang Medical, Inc. or Optical
                           Filter Corporation, or sell all or


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                           substantially all of the property or business of
                           either of those corporations, whether or not they
                           constitute all or substantially all of the property
                           or business of the corporation, (iv) purchase, lease
                           or otherwise acquire all or substantially all of the
                           properties or assets of any other corporation or
                           entity (whether through the purchase of stock or
                           assets); (v) merge or consolidate with or into any
                           other corporation, corporations, entity or entities;
                           (vi) voluntarily dissolve, liquidate, or wind up or
                           carry out any partial liquidation or dissolution or
                           transaction in the nature of a partial liquidation or
                           dissolution; (vii) issue any shares of its common
                           stock or any class or series of capital stock, or any
                           options, warrants, bonds, debentures, notes or other
                           obligations or securities convertible into or
                           exchangeable for, or having optional rights to
                           purchase, its common stock (other than issuances of
                           common stock upon the exercise of outstanding options
                           or future awards granted pursuant to the
                           corporation's 1981 Stock Option Plan, 1991 Stock
                           Option Plan, 1996 Directors Stock Option Plan or 1997
                           Stock Purchase Plan) or adopt any new stock option
                           plan or stock appreciation plan, amend any such plans
                           or amend or reprice any award or grant thereunder; or
                           (viii) incur any indebtedness (other than accounts
                           payable arising in the ordinary course of business)
                           except as permitted, at the time of such incurrence,
                           by the corporation's existing credit facility as
                           amended or restated at such time; provided, however,
                           that the provisions of this paragraph shall terminate
                           on the first date that Andlinger Capital XIII LLC
                           (the "Investor") and its Permitted Transferees, as
                           defined below, beneficially own in the aggregate less
                           than 98% of their Initial Common Holdings, as defined
                           below.

                           For the purposes of the preceding paragraph: (i)
                           "Initial Common Holdings" means the aggregate of
                           2,000,000 shares of the corporation's common stock
                           plus 2,000,000 shares of such stock issuable upon
                           exercise of the warrant issued to the Investor at the
                           closing of the purchase of such securities by the
                           Investor under the Securities Purchase Agreement
                           dated as of December 22, 1998 (as if such shares were
                           issued at such closing); (ii) "Permitted Transferee"
                           means (a) the members of Investor, (b) the spouse or
                           children or grandchildren (in each case, natural or
                           adopted) or any trust for the sole benefit of the
                           spouse or children or grandchildren (in each case,
                           natural or adopted) of any member of Investor, (c)
                           the heirs, executors, administrators or personal
                           representatives upon the death of any member of
                           Investor or upon the incompetency or disability of
                           any member of Investor for purposes of the protection
                           and management of the assets of such member, and (d)
                           any affiliate of Investor or its members; and (iii)
                           "Required Directors" means that number of directors
                           of the corporation's board of directors equal to the
                           quotient obtained by dividing (x) five times the
                           number of directors constituting all directors at the
                           time of such determination by (y) seven, and, if such
                           quotient is not a whole number, rounding such
                           quotient up to the nearest whole number so that, for
                           example, if the number of all directors on the board
                           is seven, the number of Required Directors would be
                           five, and if the number of all directors is nine, the
                           number of Required Directors would be seven. 


                  Section  9. Unless otherwise restricted by the certificate of
                           incorporation or by these by-laws, any action
                           required or permitted to be taken at any meeting of
                           the board of directors or of any committee thereof
                           may be taken without a meeting, if all members of the
                           board or committee, as the case may be, consent
                           thereto in writing, and the writing or writings are
                           filed with the minutes of proceedings of the board or
                           committee.

                  Section  10. Unless otherwise restricted by the certificate of
                           incorporation or these by-laws, members of the board
                           of directors may participate in a meeting of the
                           board of directors or any committee, by means of
                           conference, telephone 


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                           or similar communications equipment by means of which
                           all persons participating in the meeting can hear
                           each other, and such participation in a meeting shall
                           constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

                  Section  11. The board of directors may, by resolution passed
                           by a majority of the directors then in office,
                           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 of
                           disqualification of a 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. 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 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 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
                           dissolution of the corporation or a revocation of a
                           dissolution, or amending the by-laws of the
                           corporation; and, unless the resolution or the
                           certificate of incorporation expressly so provide, no
                           such committee shall have the power or authority to
                           declare a dividend or to authorize the issuance of
                           stock. Such committee or committees shall have such
                           name or names as may be determined from time to time
                           by resolution adopted by the board of directors.

                  Section  12. Each committee shall keep regular minutes of its
                           meetings and report the same to the board of
                           directors when required. Except as otherwise
                           determined by the board of directors, the provisions
                           of these by-laws governing meetings of the board of
                           directors shall apply also to meetings of committees.

                            COMPENSATION OF DIRECTORS

                  Section  13. Unless otherwise restricted by the certificate of
                           incorporation or these by-laws, 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 at 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 

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                           serving the corporation in any other capacity and
                           receiving compensation therefor. Members of special
                           or standing committees may be allowed like
                           compensation for attending committee meetings.

                                   ARTICLE IV

                                     NOTICES

                  Section  1. Whenever, under the provisions of the statutes or
                           of the certificate of incorporation or of these
                           by-laws, notice is required to be given to any
                           director or stockholder, it shall not be construed to
                           necessitate personal notice, but such notice may be
                           given in writing, delivered in person, by mail or
                           telegraphic means, addressed to such director or
                           stockholder at his address as it appears on the
                           records of the corporation, with postage or other
                           fees thereon prepaid, and such notice shall be deemed
                           to be given at the time when the same shall be
                           deposited with the United States Postal Service,
                           lodged with a telegraphic common carrier or delivered
                           in person to such address.

                  Section  2. Whenever any notice is required to be given under
                           the provisions of the statutes or of the certificate
                           of incorporation or of these by-laws, a waiver
                           thereof in writing, signed by the person or persons
                           entitled to said notice, whether before or after the
                           time stated therein, shall be deemed equivalent
                           thereto. 

                                   ARTICLE V

                                    OFFICERS

                  Section  1. The officers of the corporation shall be chosen by
                           the board of directors and shall be a president, a
                           vice-president, a secretary and a treasurer. The
                           board of directors may also choose a chairman of the
                           board, additional vice-presidents, one or more
                           assistant secretaries and assistant treasurers and
                           any other officers that it deems necessary or
                           appropriate. Any number of offices may be held by the
                           same person, unless the certificate of incorporation
                           or these by-laws otherwise provide.

                  Section  2. The board of directors at its first meeting after
                           each annual meeting of stockholders shall choose a
                           president, one or more vice-presidents, a secretary
                           and a treasurer.

                  Section  3. The board of directors may, at any time, appoint
                           such other officers and agents as it shall deem
                           necessary who shall hold their offices for such terms
                           and shall exercise such powers and perform such
                           duties as shall be determined from time to time by
                           the board.



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                  Section  4. The salaries of all officers and agents of the
                           corporation shall be fixed by the board of directors.

                  Section  5. The officers of the corporation shall hold office
                           until their successors are chosen and qualify. Any
                           officer elected or appointed by the board of
                           directors may be removed, with or without cause, at
                           any time by the affirmative vote of a majority of the
                           directors then in office. Any vacancy occurring in
                           any office of the corporation shall be filled by the
                           board of directors.

                            THE CHAIRMAN OF THE BOARD

                  Section  6. The chairman of the board, if any, shall be an
                           officer of the corporation and, subject to the
                           direction of the board of directors, shall perform
                           such executive, supervisory and management functions
                           and duties as may be assigned to him from time to
                           time by the board of directors. He shall, if present,
                           preside at all meetings of stockholders and of the
                           board of directors unless otherwise determined by the
                           board of directors.

                                  THE PRESIDENT

                  Section  7. The president shall be the chief executive officer
                           of the corporation, shall preside at all meetings of
                           the stockholders and the board of directors in the
                           absence of a chairman of the board, shall have
                           general and active management of the business of the
                           corporation and shall see that all orders and
                           resolutions of the board of directors are carried
                           into effect.

                  Section  8. The president shall execute bonds, mortgages and
                           other contracts requiring a seal, under the seal of
                           the corporation, except where required or permitted
                           by law to be otherwise signed and executed and except
                           where the signing and execution thereof shall be
                           expressly delegated by the board of directors to some
                           other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

                  Section  9. In the absence of the president or in the event of
                           his inability or refusal to act, the vice-president
                           or in the event there be more than one
                           vice-president, the vice-presidents in the order
                           designated by the directors (or in the absence of any
                           designation, then in the order of their election)
                           shall perform the duties of the president, and when
                           so acting, shall have all the powers of and be
                           subject to all the restrictions upon the president.
                           The vice-presidents shall perform such other duties
                           and have such other powers as the board of directors
                           may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES


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                  Section  10. The secretary shall attend all meetings of the
                           board of directors and all meetings of the
                           stockholders and record all the proceedings of the
                           meetings of the corporation and of the board of
                           directors in a book to be kept for that purpose and
                           shall perform like duties for the standing committees
                           when required. He shall give, or cause to be given,
                           notice of all meetings of the stockholders and
                           special meetings of the board of directors, and shall
                           perform such other duties as may be prescribed by the
                           board of directors or president, under whose
                           supervision he shall be. He shall have custody of the
                           corporate seal of the corporation and he, or an
                           assistant secretary, shall have authority to affix
                           the same to any instrument requiring it, and when so
                           affixed, it may be attested by his signature or by
                           the signature of such assistant secretary. The board
                           of directors may give general authority to any other
                           officer to affix the seal of the corporation and to
                           attest the affixing by his signature.

                  Section  11. The assistant secretary, or if there be more than
                           one, the assistant secretaries in the order
                           determined by the board of directors (of if there be
                           no such determination, then in the order of their
                           election), shall, in the absence of the secretary or
                           in the event of his inability or refusal to act,
                           perform the duties and exercise the powers of the
                           secretary and shall perform such other duties and
                           have such other powers as the board of directors may
                           from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

                  Section  12. The treasurer shall have the custody of the
                           corporate funds and securities and shall keep full
                           and accurate accounts of receipts and disbursements
                           in books belonging to the corporation and shall
                           deposit all moneys and other valuable effects in the
                           name and to the credit of the corporation in such
                           depositories as may be designated by the board of
                           directors.

                  Section  13. He shall disburse the funds of the corporation as
                           may be ordered by the board of directors, taking
                           proper vouchers for such disbursements, and shall
                           render to the president and the board of directors,
                           at its regular meetings, or when the board of
                           directors so requires, an account of all his
                           transactions as treasurer and of the financial
                           condition of the corporation.

                  Section  14. If required by the board of directors, he shall
                           give the corporation a bond (which shall be renewed
                           every six years) in such sum and with such surety or
                           sureties as shall be satisfactory to the board of
                           directors for the faithful performance of the duties
                           of his office and for the restoration to the
                           corporation, in case of his death, resignation,
                           retirement or removal from office, of all books,
                           papers, vouchers, money and other property of
                           whatever kind in his possession or under his control
                           belonging to the corporation.


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                  Section  15. The assistant treasurer, or if there shall be
                           more than one, the assistant treasurers in the order
                           determined by the board of directors (or if there be
                           no such determination, then in the order of their
                           election), shall, in the absence of the treasurer or
                           in the event of his inability or refusal to act,
                           perform the duties and exercise the powers of the
                           treasurer and shall perform such other duties and
                           have such other powers as the board of directors may
                           from time to time prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

                  Section  1. 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 or an assistant
                           treasurer, or the secretary or an assistant secretary
                           of the corporation, certifying the number of shares
                           owned by him in the corporation.

                  Section  2. Any of or all the signatures on the certificate
                           may be facsimile. In case any officer, transfer agent
                           or registrar who has signed or whose facsimile
                           signature has been placed upon a certificate shall
                           have ceased to be such officer, transfer agent or
                           registrar before such certificate is issued, it may
                           be issued by the corporation with the same effect as
                           if he were such officer, transfer agent or registrar
                           at the date of issue.

                                LOST CERTIFICATES

                  Section  3. The board of directors may direct a new
                           certificate or certificates to be issued in place of
                           any certificate or certificates theretofore issued by
                           the corporation alleged to have been lost, stolen or
                           destroyed, upon the making of an affidavit of that
                           fact by the person claiming the certificate of stock
                           to be lost, stolen or destroyed. When authorizing
                           such issue of a new certificate or certificates, 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 certificates, or his legal
                           representative, to advertise the same in such manner
                           as it shall require and/or to give the corporation a
                           bond in such sum as it may direct as indemnity
                           against any claim that may be made against the
                           corporation with respect to the certificate alleged
                           to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

                  Section  4. Upon surrender to the corporation or the transfer
                           agent of the corporation of a certificate for shares
                           duly endorsed or accompanied by proper evidence of
                           succession, assignment or authority to transfer, it
                           shall be 


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                           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.

                               FIXING RECORD DATE

                  Section  5. 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 exchange of
                           stock 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 nor less
                           than ten days before the date of such meeting, nor
                           more than sixty days prior to any other action. A
                           determination of stockholders of record entitled to
                           notice of or to vote at a 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.

                             REGISTERED STOCKHOLDERS

                  Section  6. The corporation shall be entitled to recognize the
                           exclusive right of a person registered on its books
                           as the owner of shares to receive dividends, and to
                           vote as such owner, and to hold liable for calls and
                           assessments a person registered on its books as the
                           owner of shares, and shall not be bound to recognize
                           any equitable or other claim to or interest in such
                           share or 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.

                                  ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

                  Section  1. Dividends upon the capital stock of the
                           corporation, subject to the provisions of the
                           certificate of incorporation, if any, may be declared
                           by the board of directors at any regular or special
                           meeting, pursuant to law. Dividends may be paid in
                           cash, in property, or in shares of the capital stock,
                           subject to the provisions of the certificate of
                           incorporation.

                  Section  2. Before payment of any dividend, there may be set
                           aside out of any funds of the corporation available
                           for dividends such sum or sums as the directors from
                           time to time, in their absolute discretion, think
                           proper as a reserve or reserves to meet
                           contingencies, or for equalizing dividends, or for


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                           repairing or maintaining any property of the
                           corporation, or for such other purpose as the
                           directors shall think conducive to the interest of
                           the corporation, and the directors may modify or
                           abolish any such reserve in the manner in which it
                           was created.

                                     CHECKS

                  Section  3. All checks or demands for money and notes of the
                           corporation shall be signed by such officer or
                           officers or such other person or persons as the board
                           of directors may from time to time designate.

                                   FISCAL YEAR

                  Section  4. Except as from time to time otherwise provided by
                           the board of directors, the fiscal year of the
                           corporation shall commence on the first day of
                           October.

                                      SEAL

                  Section  5. The corporate seal shall have inscribed thereon
                           the name of the corporation, the year of its
                           organization and the words "Corporate Seal,
                           Delaware". The seal may be used by causing it or a
                           facsimile thereof to be impressed or affixed or
                           reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

                  Section  1. Except as may be provided in Section 8 of Article
                           III, these by-laws may be altered, amended or
                           repealed or new by-laws may be adopted by the
                           stockholders or by the board of directors at any
                           regular or special meeting of the stockholders or of
                           the board of directors.

                                   ARTICLE IX

                                 INDEMNIFICATION

                  Section  1. Right to Indemnification. Each person who was or
                           is made a party or is threatened to be made a party
                           to or is involved in any action, suit, or proceeding,
                           whether criminal, administrative or investigative, by
                           reason of the fact that he or she, or a person of
                           whom he or she is the legal representative, is or was
                           a director or officer of the corporation or is or was
                           serving at the request of the corporation as a
                           director, officer, employee or agent of another
                           corporation or of a partnership, joint venture, trust
                           or other enterprise, including service with respect
                           to employee benefit plans, whether 


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                           the basis of such proceeding is alleged action in an
                           official capacity as a director, officer, employee or
                           agent or in any other capacity while serving as a
                           director, officer, employee or agent, shall be
                           indemnified and held harmless by the corporation to
                           the fullest extent authorized by the Delaware General
                           Corporation Law, as the same exists or may hereafter
                           be amended (but, in the case of any such amendment,
                           only to the extent that such amendment permits the
                           corporation to provide broader indemnification rights
                           than said law permitted the Corporation to provide
                           prior to such amendments) against all expenses,
                           liability and loss (including attorneys' fees,
                           judgments, fines, ERISA excise taxes or penalties and
                           amounts paid or to be paid in settlement) reasonably
                           incurred or suffered by such person in connection
                           therewith, provided, however, that the corporation
                           shall indemnify any such person seeking indemnity in
                           connection with any suit or proceeding (or part
                           thereof) initiated by such person only if such
                           action, suit or proceeding (or part thereof) was
                           authorized by the board of directors of the
                           corporation. Such right shall be a contract right and
                           shall include the right to be paid by the corporation
                           expenses incurred in defending any such proceeding in
                           advance of its final disposition; provided, however,
                           that, the payment of such expenses incurred by a
                           director or officer in his or her capacity as a
                           director or officer (and not in any other capacity in
                           which service was or is rendered by such person while
                           a director or officer, including, without limitation,
                           service to an employee benefit plan) in advance of
                           the final disposition of such proceeding, shall be
                           made only upon delivery to the corporation of an
                           undertaking, by or on behalf of such director or
                           officer, to repay all amounts so advanced if it
                           should be determined ultimately that such director or
                           officer is not entitled to be indemnified under this
                           Section or otherwise.

                  Section  2. Right of Claimant to Bring Suit. If a claim under
                           Section 1 is not paid in full by the corporation
                           within ninety days after a written claim has been
                           received by the corporation, the claimant may at any
                           time thereafter bring suit against the corporation to
                           recover the unpaid amount of the claim and, if
                           successful in whole or in part, the claimant shall be
                           entitled to be paid also the expense of prosecuting
                           such claim. It shall be a defense to any such action
                           (other than an action brought to enforce a claim for
                           expenses incurred, in defending any proceeding in
                           advance of its final disposition where the required
                           undertaking has been tendered to the corporation)
                           that the claimant has not met the standards of
                           conduct which make it permissible under the Delaware
                           General Corporation Law for the corporation to
                           indemnify the claimant for the amount claimed, but
                           the burden of proving such defense shall be on the
                           corporation. Neither the failure of the corporation
                           (including its board of directors, independent legal
                           counsel, or 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 or she has met the
                           applicable standard of conduct set forth in the
                           Delaware General Corporation Law, nor an actual


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                           determination by the corporation (including its board
                           of directors, independent legal counsel, or its
                           stockholders) that the claimant had not met such
                           applicable standard of conduct, shall be a defense to
                           the action or create a presumption that claimant had
                           not met the applicable standard of conduct.

                  Section  3. Non-Exclusivity of Rights. The rights conferred on
                           any person by Sections 1 and 2 shall not be exclusive
                           of any other right which such person may have or
                           hereafter acquire under any statute, provision of the
                           certificate of incorporation, by-law, agreement, vote
                           of stockholders or disinterested directors or
                           otherwise.

                  Section  4. Insurance. The corporation may maintain insurance,
                           at its expense, to protect itself and any such
                           director, officer, employee or agent of the
                           corporation or another corporation, partnership,
                           joint venture, trust or other enterprise against any
                           such expense, liability or loss, whether or not the
                           corporation would have the power to indemnify such
                           person against such expense, liability or loss under
                           the Delaware General Corporation Law.



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