Exhibit 3.2


                          AMENDED AND RESTATED BY-LAWS
                          -----------------------------

                       TELAXIS COMMUNICATIONS CORPORATION


                                    ARTICLE I

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

     1. Place of Meetings.  All meetings of  stockholders  shall be held at such
date,  time and place,  either  within or outside  of  Massachusetts,  as may be
designated by the Directors from time to time.

     2. Annual Meetings. The annual meeting of stockholders shall be held on the
second  Monday in May in each year (or if that be a legal  holiday  in the place
where the meeting is to be held,  on the next  succeeding  full business day) at
10:00 o'clock a.m., unless a different hour and date (which date shall be within
six months after the end of the fiscal year of the  corporation) is fixed by the
Directors or the President and stated in the notice of the meeting. The purposes
for which the annual  meeting is to be held, in addition to those  prescribed by
law, by the Articles of  Organization  or by these By-laws,  may be specified by
the Directors or the President.  If no annual meeting is held in accordance with
the foregoing provisions,  a special meeting may be held in lieu thereof and any
action  taken at such  meeting  shall  have the same  effect  as if taken at the
annual meeting.

     3. Special Meetings.  Special meetings of stockholders may be called by the
President  or by  the  Directors.  Upon  written  application  of  one  or  more
stockholders  who  hold at least  thirty  (30%)  percent  of the  capital  stock
entitled to vote at the meeting,  special meetings shall be called by the Clerk,
or in the case of the death, absence, incapacity or refusal of the Clerk, by any
other officer.  The call for the meeting shall state the place,  date,  hour and
purposes of the  meeting.  Business  transacted  at any  special  meeting of the
stockholders  shall be limited to matters  relating  to the  purpose or purposes
stated in the notice of meeting.

     4. Notice of Meetings.  A written notice of every meeting of  stockholders,
stating the place,  date and hour thereof and the purposes for which the meeting
is to be held,  shall be given by the Clerk or other person  calling the meeting
at least seven (7) days before the meeting to each stockholder  entitled to vote
thereat and to each  stockholder who, by law, by the Articles of Organization or
by these By-laws, is entitled to such notice, by leaving such notice with him or
at his  residence or usual place of business,  or by mailing it postage  prepaid
and  addressed  to him at his  address  as it  appears  upon  the  books  of the
corporation.  Whenever  any notice is required to be given to a  stockholder  by
law, by the Articles of Organization or by these By-laws, no such notice need be
given if a written waiver of notice, executed before or after the meeting by the
stockholder or his attorney thereunto duly authorized, is filed with the records
of the meeting.

<PAGE>


     5.  Quorum.  Unless the  Articles  of  Organization  otherwise  provide,  a
majority in interest of all stock  issued,  outstanding  and entitled to vote on
any matter shall constitute a quorum with respect to that matter; except that if
two or more  classes of stock are  outstanding  and entitled to vote as separate
classes,  then in the  case of each  such  class a  quorum  shall  consist  of a
majority in interest of the stock of that class issued, outstanding and entitled
to vote.

     6. Adjournments.  Any meeting of stockholders may be adjourned to any other
time and to any other place at which a meeting of stockholders may be held under
these  By-laws by the vote of the holders of a majority of the stock  present or
represented  at the  meeting,  although  less than a quorum,  or by any  officer
entitled to preside or to act as Clerk of such  meeting,  if no  stockholder  is
present or  represented.  It shall not be necessary to notify any stockholder of
any adjournment. Any business which could have been transacted at any meeting of
the  stockholders  as originally  called may be  transacted  at any  adjournment
thereof.

     7. Voting and Proxies.  Each stockholder shall have one vote for each share
of stock entitled to vote held by him of record  according to the records of the
corporation,  and a  proportionate  vote for a fractional  share so held by him,
unless otherwise provided by the Articles of Organization. Stockholders may vote
either in person or by written  proxy dated not more than six (6) months  before
the meeting  named  therein;  provided,  that a proxy  coupled  with an interest
sufficient  in  law  to  support  an  irrevocable  power,   including,   without
limitation,  an interest in the shares or in the corporation  generally,  may be
made  irrevocable  if it so  provides,  need not specify the meeting to which it
relates,  and shall be valid and enforceable until the interest  terminates,  or
for such shorter period as may be specified in the proxy. Proxies shall be filed
with the Clerk of the meeting or of any adjournment  thereof before being voted.
Except as otherwise  stated  therein,  proxies  shall  entitle the persons named
therein to vote at any  adjournment of such meeting but shall not be valid after
final  adjournment  of such  meeting.  A proxy with respect to stock held in the
name of two or more persons shall be valid if executed by one of them unless, at
or prior to exercise of the proxy,  the corporation  receives a specific written
notice to the contrary from any one of them. A proxy purported to be executed by
or on behalf of a  stockholder  shall be deemed  valid unless  challenged  at or
prior to its exercise.

8. Action at Meeting. When a quorum is present, the holders of a majority of the
stock present or represented and voting on a matter (or if there are two or more
classes of stock entitled to vote as separate classes, then in the case of each
such class, the holders of a majority of the stock of that class present or
represented and voting on a matter), except where a larger vote is required by
law, by the Articles of Organization or by these By-laws, shall decide any
matter to be voted on by the stockholders. Any election by stockholders shall be
determined by a plurality of the votes cast by the stockholders entitled to vote
at the election. No ballot shall be required for such election unless requested
by a stockholder present or represented at the meeting and entitled to vote in
the election. The corporation shall not directly or indirectly vote any shares
of its stock other than shares held directly or indirectly by it in a fiduciary
capacity.

9. Inspectors of Election. The Board of Directors, in advance of any meeting of
stockholders, may appoint one or more inspectors to act at the meeting or any
adjournment thereof. If inspectors are not so appointed, the person presiding at
the meeting may, and on the request of any stockholder entitled to vote thereat

<PAGE>

shall, appoint one or more inspectors. If one or more inspectors are not so
appointed, then the presiding officer shall act as the inspector of the
election. In case any person appointed fails to appear or act, the vacancy may
be filled by appointment made by the Board 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 inspector at such meeting with strict impartiality and according
to the best of his ability. No director or officer of the corporation shall be
eligible to act as an inspector of an election of directors of the corporation.

     The inspectors  shall  determine the number of shares  outstanding  and the
voting power of each, the shares represented at the meeting,  the existence of a
quorum, the validity and effect of proxies,  and shall receive votes, ballots or
consents,  hear and determine all challenges and questions arising in connection
with the right to vote,  count and  tabulate  all votes,  ballots  or  consents,
determine the result,  and do such acts as are proper to conduct the election or
vote with fairness to all  stockholders.  On request of the person  presiding at
the meeting or any stockholder  entitled to vote thereat,  the inspectors  shall
make a report in writing of any challenge, question or matter determined by them
and execute a certificate of any fact found by them.

     10. Action Without  Meeting.  Any action to be taken by stockholders may be
taken  without a meeting  if all  stockholders  entitled  to vote on the  matter
consent to the action by a writing  filed with the  records of the  meetings  of
stockholders.  Such  consent  shall be treated  for all  purposes as a vote at a
meeting.

                                   ARTICLE II

                                    DIRECTORS
                                    ---------

     1. Powers.  The business of the corporation  shall be managed by a Board of
Directors who may exercise all the powers of the corporation except as otherwise
provided by law, by the Articles of  Organization  or by these  By-laws.  In the
event of a vacancy in the Board of Directors, the remaining Directors, except as
otherwise  provided by law,  may exercise the powers of the full Board until the
vacancy is filled.

     2. Election.  A Board of Directors consisting of seven (7) persons shall be
elected by the stockholders at the annual meeting or any special meeting in lieu
thereof.

     3.  Vacancies.  If the office of any Director  becomes  vacant by reason of
death,  resignation,  retirement,  disqualification,  removal  from  office,  or
otherwise,  including by  enlargement  of the Board of  Directors,  the Board of
Directors  or remaining  Directors if less than a quorum may, by majority  vote,
choose a successor or  successors,  who shall hold office for the unexpired term
in respect of which such vacancy  occurred and until his successor be chosen and
qualified, or until his earlier death, resignation or removal.

<PAGE>


     4.  Enlargement  of the Board.  The number of the Board of Directors may be
increased at any meeting of the  stockholders or by a vote of the Directors then
in office.

     5. Tenure.  The Directors  shall be classified with respect to the time for
which they shall severally hold office by dividing them into three classes, each
consisting of one-third,  or as equal in number as possible, of the whole number
of the Board of  Directors,  and all  Directors  shall hold  office  until their
successors are chosen and qualified, or until their earlier death,  resignation,
or removal.  The Board of Directors has adopted a vote  designating,  from among
its  members,  Directors  to serve as  Directors  of the first  class  ("Class I
Directors")  who will hold  office  until the  annual  meeting in 2000 and until
their  successors are duly elected and qualified,  Directors of the second class
("Class II Directors") who will hold office until the annual meeting in 2001 and
until their  successors  are duly elected and  qualified,  and  Directors of the
third  class  ("Class  III  Directors")  who will hold  office  until the annual
meeting in 2002 and until their  successors are duly elected and  qualified.  At
each annual meeting  beginning in 2000, the successors to the class of Directors
whose term  expires at that  meeting  shall be elected to hold office for a term
continuing until the annual meeting held in the third year following the year of
their election and until their  successors  are duly elected and qualified.  Any
Director may resign by delivering his written  resignation to the corporation at
its principal  office or to the  President,  Clerk or Secretary,  except that no
Director  shall  resign  by  delivering  such   resignation  to  himself.   Such
resignation  shall be  effective  upon  receipt  unless  it is  specified  to be
effective at some other time or upon the happening of some other event.

     6.  Removal.  A Director  may be removed from office for cause by vote of a
majority  of the stock  outstanding  and  entitled  to vote in the  election  of
Directors,  provided that the Directors of a class elected by a particular class
of stockholders  may be removed only by the vote of the holders of a majority of
the  shares of such  class.  A  Director  may be  removed  for cause  only after
reasonable  notice and  opportunity  to be heard  before the body  proposing  to
remove him.

     7. Meetings.  Regular meetings of the Directors may be held without call or
notice at such places, within or without Massachusetts, and at such times as the
Directors  may from time to time  determine,  provided  that any Director who is
absent  when  such   determination   is  made  shall  be  given  notice  of  the
determination.  A regular meeting of the Directors may be held without a call or
notice at the same place as the annual  meeting of  stockholders  or the special
meeting held in lieu thereof, following such meeting of stockholders.

     Special meetings of the Directors may be held at any time and place, within
or without  Massachusetts,  designated in a call by the President,  Treasurer or
two or more Directors.

     8.  Notice of  Special  Meetings.  Notice of all  special  meetings  of the
Directors  shall be given to each Director by the  Secretary,  or if there be no
Secretary by the Clerk or  Assistant  Clerk,  or in case of the death,  absence,
incapacity  or refusal of such  persons,  by the officer or one of the Directors
calling  the  meeting.  Notice  shall be given to each  Director in person or by
telephone  or by  telegram  sent  to his  business  or  home  address  at  least

                                       4

<PAGE>

forty-eight (48) hours in advance of the meeting, or by written notice mailed to
his business or home address at least  seventy-two  (72) hours in advance of the
meeting. Notice need not be given to any Director if a written waiver of notice,
executed  by him before or after the  meeting,  is filed with the records of the
meeting,  or to any Director who attends the meeting  without  protesting  prior
thereto or at its  commencement the lack of notice to him. A notice or waiver of
notice of a Directors' meeting need not specify the purposes of the meeting.

     9. Quorum.  At any meeting of the  Directors,  a majority of the  Directors
then in  office  shall  constitute  a  quorum.  In the  event  that  one or more
Directors shall be disqualified to vote at any meeting, then the required quorum
shall be  reduced  by one for each  such  Director  so  disqualified;  provided,
however,  that in no case shall less than one-third (1/3) of the total number of
Directors  constitute a quorum.  Less than a quorum may adjourn any meeting from
time to time without further notice.

     10. Action at Meeting. At any meeting of the Directors at which a quorum is
present,  the vote of a majority of those  present,  unless a different  vote is
specified by law, by the Articles of Organization or by these By-laws,  shall be
sufficient to take any action.

     11. Meeting by Conference. Members of the Board or any committee designated
thereby may  participate  in a meeting of such Board 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 at the same time and
participation by such means shall constitute presence in person at a meeting.

     12.  Action by Consent.  Any action by the Directors may be taken without a
meeting if a written  consent  thereto is signed by all the  Directors and filed
with the records of the meetings of Directors. Such consent shall be treated for
all purposes as a vote at a meeting.

     13.  Committees.  The Directors may, by vote of a majority of the Directors
then in  office,  elect  from  their  number  an  executive  committee  or other
committees  and may by like vote  delegate  thereto  some or all of their powers
except those which by law, the Articles of Organization  or these By-laws,  they
are  prohibited  from  delegating.  Each  committee is to consist of two or more
Directors. 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 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.  Each such committee shall keep minutes
and make such reports as the Board of Directors  may from time to time  request.
Except as the  Directors may otherwise  determine,  any such  committee may make
rules for the conduct of its  business  but,  unless  otherwise  provided by the
Directors or in such rules,  its business shall be conducted as nearly as may be
in the same manner as is provided by these By-laws for the Directors.

                                      5

<PAGE>


                                   ARTICLE III

                                    OFFICERS
                                    --------

     1.  Enumeration.  The officers of the corporation  shall consist of a Chief
Executive  Officer, a President,  a Treasurer,  a Clerk and such other officers,
including  a  Chairman  of the  Board,  one or more Vice  Presidents,  Assistant
Treasurers, Assistant Clerks and Secretary as the Directors may determine.

     2. Election.  The Chief Executive Officer,  President,  Treasurer and Clerk
shall be elected annually by the Directors at their first meeting  following the
annual meeting of stockholders. Other officers may be appointed by the Directors
at such meeting or at any other meeting.

     3. Qualification.  The President shall be a Director.  No officer need be a
stockholder.  Any two or more offices may be held by the same person.  The Clerk
shall be a resident of Massachusetts unless the corporation has a resident agent
appointed for the purpose of service of process.  Any officer may be required by
the  Directors  to give bond for the faithful  performance  of his duties to the
corporation  in  such  amount  and  with  such  sureties  as the  Directors  may
determine.

     4.  Tenure.  Except  as  otherwise  provided  by law,  by the  Articles  of
Organization or by these By-laws, the President,  Treasurer and Clerk shall hold
office until the first meeting of the Directors  following the annual meeting of
stockholders  or special  meeting in lieu  thereof  and  thereafter  until their
successors  are chosen and  qualified;  and all other officers shall hold office
until the first  meeting  of the  Directors  following  the  annual  meeting  of
stockholders  or special  meeting in lieu  thereof  unless a  different  term is
specified in the vote  choosing or  appointing  them.  Any officer may resign by
delivering his written resignation to the corporation at its principal office or
to the  President,  Clerk or  Secretary,  except that no officer shall resign by
delivering such resignation to himself,  and such resignation shall be effective
upon  receipt  unless it is specified to be effective at some other time or upon
the happening of some other event.

     5. Removal. The Directors may remove any officer with or without cause by a
vote of a majority of the entire  number of Directors  then in office,  provided
that an officer  may be  removed  for cause  only  after  reasonable  notice and
opportunity  to be heard by the  Board of  Directors  prior to  action  thereon.
Except as the Board of Directors may otherwise determine, no officer who resigns
or is removed  shall have any right to any  compensation  as an officer  for any
period following his resignation or removal,  or any right to damages on account
of such removal,  unless such  compensation is expressly  provided for in a duly
authorized written agreement with the corporation.

     6. Vacancies.  The Board of Directors may fill any vacancy occurring in any
office for any reason and may, in its discretion, leave unfilled for such period
as it may determine  any offices  other than those of  President,  Treasurer and
Clerk.  Each such  successor  shall hold  office for the  unexpired  term of his

                                       6

<PAGE>

predecessor  and until his  successor  is elected  and  qualified,  or until his
earlier death, resignation or removal.

     7. Chairman of the Board. If the Directors appoint a Chairman of the Board,
he shall, when present,  preside at all meetings of the Directors and shall have
such other powers and duties as are usually  vested in the office of Chairman of
the Board or as may be vested in him by the Board of Directors.

     8. Chief Executive Officer.  The Chief Executive Officer shall,  subject to
the  direction of the  Directors,  have general  supervision  and control of the
corporation's business.

     9.  President.  The  President,  unless  designated as the Chief  Executive
Officer,  shall be the Chief  Operating  Officer of the  corporation  and shall,
subject to the direction of the Directors and the Chief Executive Officer,  have
general  supervision and control of its business.  Unless otherwise  provided by
the Directors,  the President  shall preside,  when present,  at all meetings of
stockholders  and of the  Directors  (except  as  provided  in Section 7 of this
Article III).

     10. Vice President. The Vice President or, if there shall be more than one,
the Vice  Presidents  in the order  determined by the  Directors  shall,  in the
absence or  disability  of the  President,  perform the duties and  exercise the
powers of the President and shall perform such other duties, and shall have such
other powers, as the Directors may from time to time prescribe.

     11. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the
direction of the Directors,  have general charge of the financial affairs of the
corporation and shall cause to be kept accurate books of account.  He shall have
custody of all funds,  securities  and valuable  documents  of the  corporation,
except as the Directors may otherwise provide.

     The Assistant  Treasurer or, if there shall be more than one, the Assistant
Treasurers in the order  determined by the Directors,  shall,  in the absence or
disability of the  Treasurer,  perform the duties and exercise the powers of the
Treasurer  and shall  perform such other duties and shall have such other powers
as the Directors may from time to time prescribe.

     12.  Clerk  and  Assistant  Clerks.  The Clerk  shall  keep a record of the
meetings of stockholders.  Unless a transfer agent is appointed, the Clerk shall
keep or  cause  to be kept  in  Massachusetts  at the  principal  office  of the
corporation or at his office the stock and transfer  records of the  corporation
in which are contained the names of all  stockholders and the record address and
the  amount  of stock  held by  each.  If there  is no  Secretary  or  Assistant
Secretary, the Clerk shall keep a record of the meetings of the Directors.

     The  Assistant  Clerk,  or if there shall be more than one,  the  Assistant
Clerks in the  order  determined  by the  Directors  shall,  in the  absence  or
disability of the Clerk, perform the duties and exercise the powers of the Clerk
and shall  perform such other duties,  and shall have such other powers,  as the
Directors may from time to time prescribe.

     13. Secretary and Assistant  Secretaries.  If a Secretary is appointed,  he
shall  attend  all  meetings  of the  Directors  and shall  keep a record of the
meetings of the  Directors.  He shall,  when  required,  notify the Directors of


                                       7
<PAGE>

their  meetings and shall have such other  powers,  and shall perform such other
duties, as the Directors may from time to time prescribe.

     The Assistant  Secretary or, if there shall be more than one, the Assistant
Secretaries in the order  determined by the Directors  shall,  in the absence or
disability of the  Secretary,  perform the duties and exercise the powers of the
Secretary and shall perform such other duties, and shall have such other powers,
as the Directors may from time to time prescribe.

     14. Other Powers and Duties. Each officer shall,  subject to these By-laws,
have in  addition  to the  duties  and  powers  specifically  set forth in these
By-laws  such  duties and powers as are  customarily  incident to his office and
such duties and powers as the Directors may from time to time designate.


                                   ARTICLE IV

                                  CAPITAL STOCK
                                  -------------

     1.  Certificates  of  Stock.  Each  stockholder  shall  be  entitled  to  a
certificate  of the  capital  stock of the  corporation  in such  form as may be
prescribed from time to time by the Directors.  The certificate  shall be signed
by the  President  or a Vice  President,  and by the  Treasurer  or an Assistant
Treasurer,  but when a certificate  is  countersigned  by a transfer  agent or a
registrar, other than a Director,  officer or employee of the corporation,  such
signatures  may be  facsimiles.  In case any  officer  who has  signed  or whose
facsimile  signature has been placed on such certificate shall have ceased to be
such  officer  before  such  certificate  is  issued,  it may be  issued  by the
corporation  with the same effect as if he were such  officer at the time of its
issue.

     Every  certificate for shares of stock which are subject to any restriction
on  transfer  pursuant  to the  Articles  of  Organization,  the  By-laws or any
agreement to which the corporation is a party, shall have conspicuously noted on
the face or back of the certificate either the full text of the restriction or a
statement  of the  existence  of such  restrictions  and a  statement  that  the
corporation  will furnish a copy thereof to the holder of such  certificate upon
written  request  and  without  charge.   Every  certificate   issued  when  the
corporation  is authorized to issue more than one class or series of stock shall
set forth on its face or back  either the full text of the  preferences,  voting
powers,  qualifications  and special and  relative  rights of the shares of each
class and series  authorized  to be issued,  or a statement of the  existence of
such preferences,  powers,  qualifications  and rights, and a statement that the
corporation  will furnish a copy thereof to the holder of such  certificate upon
written request and without charge.

     2. Transfers.  Subject to the restrictions,  if any, stated or noted on the
stock  certificates,  shares  of stock  may be  transferred  on the books of the
corporation  by the surrender to the  corporation  or its transfer  agent of the
certificate therefor,  properly endorsed, or accompanied by a written assignment
and power of attorney properly executed,  with necessary transfer stamps affixed
and with such proof of the  authenticity  of signature as the corporation or its
transfer agent may reasonably  require.  Except as may be otherwise  required by
law, by the Articles of Organization or by these By-laws,  the corporation shall


                                       8
<PAGE>

be  entitled  to treat the  record  holder of stock as shown on its books as the
owner of such stock for all purposes, including the payment of dividends and the
right to vote with respect thereto,  regardless of any transfer, pledge or other
disposition of such stock,  until the shares have been  transferred on the books
of the  corporation in accordance  with the  requirements  of these By-laws.  It
shall be the duty of each  stockholder  to notify  the  corporation  of his post
office address and of his taxpayer identification number.

     3. Record Date. The Directors may fix in advance a time not more than sixty
(60) days preceding the date of any meeting of stockholders, or the date for the
payment of any dividend,  or the making of any distribution to stockholders,  or
the last day on which the consent or dissent of stockholders  may be effectively
expressed for any purpose,  as the record date for determining the  stockholders
having the right to notice of and to vote at such meeting,  and any  adjournment
thereof, or the right to receive such dividend or distribution,  or the right to
give such consent or dissent.  In such case only  stockholders of record on such
record date shall have such right,  notwithstanding any transfer of stock on the
books of the corporation after the record date. Without fixing such record date,
the Directors may for any of such purposes  close the transfer  books for all or
any part of such  period.  If no  record  date is  fixed,  the  record  date for
determining  stockholders  entitled  to  notice  of or to vote at a  meeting  of
stockholders  shall be at the close of  business  on the day  before  the day on
which notice is given, or, if notice is waived,  at the close of business on the
day before the day on which the meeting is held. The record date for determining
stockholders  for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution  relating to such purpose.
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.

     4. Replacement of Certificates.  In case of the alleged loss or destruction
or the  mutilation of a certificate  of stock,  a duplicate  certificate  may be
issued  in place  thereof  upon  such  terms  as the  Directors  may  prescribe,
including the presentation of reasonable  evidence of such loss,  destruction or
mutilation,  and the giving of such indemnity as the Directors may require,  for
the protection of the corporation or any transfer agent or registrar.

     5. Issue of Capital Stock. Unless otherwise voted by the stockholders,  the
whole or any part of any unissued balance of the authorized capital stock of the
corporation,  or the whole or any part of the capital  stock of the  corporation
held in its  treasury,  may be issued or disposed of by vote of the Directors in
such manner,  for such  consideration,  and on such terms as the  Directors  may
determine.


                                       9
<PAGE>


                                   ARTICLE V

                            MISCELLANEOUS PROVISIONS
                            ------------------------

     1. Fiscal Year.  Except as from time to time  otherwise  determined  by the
Directors, the fiscal year of the corporation shall end on December 31.

     2. Seal. The seal of the  corporation  shall,  subject to alteration by the
Directors,  bear  its  name,  the  word  "Massachusetts"  and  the  year  of its
incorporation.

     3.  Execution of  Instruments.  All deeds,  leases,  transfers,  contracts,
bonds,  notes and other  obligations  authorized to be executed by an officer of
the corporation in its behalf shall be signed by the President or the Treasurer,
except  as  the  Directors  may  generally  or  in  particular  cases  otherwise
determine.

     4. Voting of Securities.  Except as the Directors may otherwise  designate,
the President or Treasurer may waive notice of and act as, or appoint any person
or persons to act as, proxy or  attorney-in-fact  for this corporation  (with or
without power of substitution) at any meeting of stockholders or shareholders of
any  corporation  or  organization,  the  securities of which may be held by the
corporation (including securities of the corporation held directly or indirectly
by it in a fiduciary capacity).

     5. Corporate  Records.  The original or attested  copies of the Articles of
Organization,  By-laws and  records of all  meetings  of the  incorporators  and
stockholders,  and the stock and transfer  records which shall contain the names
of all  stockholders and the record address and the amount of stock held by each
shall be kept in  Massachusetts at the principal office of the corporation or at
an office of its  transfer  agent or of the Clerk.  Said copies and records need
not all be kept in the same office.  They shall be  available at all  reasonable
times to the inspection of any stockholder  for any proper  purpose,  but not to
secure a list of  stockholders  for the  purpose of selling  said list or copies
thereof,  or of using the same for a purpose  other than in the  interest of the
applicant, as a stockholder, relative to the affairs of the corporation.

6. Evidence of Authority. A certificate by the Clerk or Secretary or Assistant
Clerk or Assistant Secretary, or a temporary Clerk or temporary Secretary, as to
any action taken by the stockholders, Directors, Executive Committee or any
officer or representative of the corporation shall, as to all persons who rely
thereon in good faith, be conclusive evidence of such action.

     7.  Articles  of  Organization.  All  references  in these  By-laws  to the
Articles  of  Organization   shall  be  deemed  to  refer  to  the  Articles  of
Organization of the corporation as amended and in effect from time to time.

     8.  Transactions  With  Interested  Parties.  In the  absence of fraud,  no
contract or other transaction between this corporation and any other corporation
or any firm, association, partnership or person shall be affected or invalidated
by the fact that any Director or officer of this  corporation  is pecuniarily or
otherwise  interested  in, or is a  Director,  member or officer  of, such other

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<PAGE>

corporation or of such firm, association or partnership,  or is a party to or is
pecuniarily or otherwise interested in such contract or other transaction, or is
in any way connected with any person or persons, firm, association,  partnership
or corporation  pecuniarily or otherwise  interested therein;  provided that the
fact  that  he  individually  or  as a  Director,  member  or  officer  of  such
corporation,  firm,  association  or  partnership  is  such  a  party  or  is so
interested  shall be  disclosed  to or shall  have  been  known by the  Board of
Directors or a majority of such members thereof as shall be present at a meeting
of the Board of Directors at which action upon any such contract or  transaction
shall be taken.  Any Director may be counted in  determining  the existence of a
quorum and may vote at any meeting of the Board of Directors of this corporation
for the purpose of authorizing any such contract or transaction  with like force
and effect as if he were not so  interested,  or were not a Director,  member or
officer of such other corporation,  firm,  association or partnership;  provided
that any vote with respect to such contract or transaction  must be adopted by a
majority of the  Directors  then in office who have no interest in such contract
or transaction.

     9. Indemnification.  Each person at any time a Director,  officer, employee
or agent of the  corporation  and any  person  who  serves at its  request  as a
director,  officer,  employee  or other  agent of another  organization,  or who
serves at its request in any capacity with respect to any employee benefit plan,
including each former Director, officer, employee or agent who was before, on or
after the date of the adoption of this By-law shall, to the extent  permitted by
law and without  prejudice to any other rights he might have,  be entitled to be
reimbursed by the corporation  for, and indemnified by the corporation  against,
all judgments,  fines, penalties,  costs and expenses reasonably incurred by him
in  connection  with or arising out of any claims made,  or any action,  suit or
proceeding threatened or brought against him or in which he may be involved as a
party or otherwise to which he may be or become  subject by reason of any action
alleged to have been taken or omitted by him as a Director, officer, employee or
agent, or in any capacity with respect to any employee benefit plan,  whether or
not he continues to be a Director,  officer,  employee, or agent, or to serve in
any capacity with respect to any employee benefit plan, at the time of incurring
such costs and expenses, including amounts paid or incurred by him in connection
with reasonable  settlements (other than amounts paid to the corporation itself)
of any  claim,  action,  suit or  proceeding.  Any rights to  reimbursement  and
indemnification  granted  under  this  section  to any such  Director,  officer,
employee or agent shall extend to his heirs, executors,  and administrators.  No
such  reimbursement  or  indemnification  shall be provided  for any person with
respect  to any  matter  as to which  he  shall  have  been  adjudicated  in any
proceeding  not to have acted in good faith in the  reasonable  belief  that his
action was in the best interests of the corporation,  or to the extent that such
matter relates to service with respect to an employee  benefit plan, in the best
interests of the  participants or  beneficiaries  of such employee benefit plan.
Reimbursement or  indemnification  hereunder may, in the discretion of the Board
of Directors, include payments by the corporation of costs and expenses incurred
in defending a civil or criminal  action or  proceeding  in advance of the final
disposition  of such action or proceeding  upon receipt of an undertaking by the
person  indemnified  to repay such payment if he shall be  adjudicated to be not
entitled to indemnification hereunder, which undertaking may be accepted without
reference to the  financial  ability of such person to make  repayment.  Nothing
herein  contained  is  intended  to,  or  shall,  prevent  a  settlement  by the
corporation  prior to final  adjudication  of any  claim,  including  claims for
reimbursement or indemnification under this By-law,


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<PAGE>

against the corporation  when such  settlement  appears to be in the interest of
the  corporation.  Each such  person  shall,  by reason of his  continuing  such
service  or  accepting  such  election  or  employment,  have  the  right  to be
reimbursed and indemnified by the corporation,  as above set forth with the same
force and effect as if the corporation, to induce him to continue so to serve or
to accept  such  election  or  employment,  specifically  agreed in  writing  to
reimburse and indemnify him in accordance with the foregoing  provisions of this
section. No Director or officer of the corporation shall be liable to anyone for
making any  determination  as to the  existence  or absence of  liability of the
corporation hereunder or for making or refusing to make any payment hereunder in
reliance upon advice of counsel.

     10.  Amendments.  These  By-laws may be amended or repealed and new by-laws
adopted either (a) by the  stockholders at any regular or special meeting of the
stockholders  by the  affirmative  vote of the holders of at least  seventy-five
percent  (75%) in  interest  of the  capital  stock  then  outstanding  and then
entitled to vote,  provided that notice of the proposed  amendment or repeal and
adoption  stating the change or the  substance  thereof shall have been given in
the  notice of such  meeting  or in the  waiver of notice  with  respect to such
meeting,  or (b) by vote of a majority of the Board of Directors then in office,
provided  that (i) the Board of Directors  may not amend or repeal any provision
of these  By-laws  which by law,  by the  Articles of  Organization  or by these
By-laws  requires  action by the  stockholders,  (ii) not later than the time of
giving  notice of the meeting of  stockholders  next  following the amendment or
repeal of these  By-laws and adoption of new by-laws by the Board of  Directors,
notice thereof stating the change or the substance of such change shall be given
to all  stockholders  entitled to vote on amending these By-laws,  and (iii) any
amendment or repeal of these  By-laws by the Board of  Directors  and any by-law
adopted  by  the  Board  of  Directors   may  be  amended  or  repealed  by  the
stockholders.

     11. Severability.  Any determination that any provision of these By-laws is
for any  reason  inapplicable,  illegal  or  ineffective  shall  not  affect  or
invalidate any other provision of these By-laws.

     12.  Pronouns.  All pronouns used in these By-laws shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identify of the
person or persons may require.


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