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                                                                     Exhibit 3.2

                             AMENDED AND RESTATED
                            (Through July 28, 2000)

                                    BY-LAWS

                                       OF

                       NEW ENGLAND BUSINESS SERVICE, INC.

                                  ARTICLE ONE

                                  Stockholders

     Section 1.  Annual Meetings.  The annual meeting of the stockholders shall
be held at 10:00 a.m. on the fourth Friday of October 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), or at such other date and time as shall be
designated from time to time by the Directors 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 Certificate of Incorporation or by these By-
laws, may be specified by the Directors or the Chairman of the Board or the
President.  If no annual meeting is held in accordance with the foregoing
provisions, the Directors shall cause the meeting to be held as soon thereafter
as convenient.

     Section 2.  Special Meetings.  Special meetings of the stockholder may be
called by the Chairman of the Board, the President or the Directors.  No call of
a special meeting of the stockholders shall be required if such notice of the
meeting shall have been waived in writing (including a telegram) by every
stockholder entitled to notice thereof, or by his attorney thereunto authorized.

     Section 3.  Place of Meetings.  All meetings of stockholders shall be held
at the principal office of the corporation unless a different place (within the
United States) is fixed by the Directors or the Chairman of the Board or the
President and stated in the notice of the meeting.

     Section 4.  Notices.  Except as otherwise provided by law, notice of all
meetings of stockholders shall be given as follows, to wit:  A written notice,
stating the place, day and hour thereof, shall be given by the Secretary (or
person or persons calling the meeting), not less than 10 nor more than sixty
days before the meeting, to each stockholder entitled to vote thereat and to
each stockholder who, by law, the Certificate of Incorporation, or 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 such stockholder at his address as it appears upon the books of the
corporation.  Notices of all meetings of stockholders shall state the purposes
for which the meetings are called.  No notice need be given to any stockholder
if a written waiver of

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notice, executed before or after the meeting by the stockholder or his attorney
thereunto authorized, is filed with the records of the meeting.

     Section 5.  Notice of Stockholder Nominations and Business; Annual Meeting
of Stockholders.  Nominations of persons for election to the Board of Directors
and the proposal of business to be considered by the stockholders may be made at
an annual meeting of stockholders (a) pursuant to the corporation's notice of
meeting pursuant to Section 4 of this ARTICLE ONE, (b) by or at the direction of
the Board of Directors, or (c) by any stockholder of the corporation who was a
stockholder of record at the time of giving of notice provided for in this By-
law, who is entitled to vote at the meeting and who complies with the notice
procedures set forth in this By-law.

     For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (c) of the first paragraph of this
By-law, the stockholder must have given timely notice thereof in writing to the
Secretary at the principal executive offices of the corporation not later than
the close of business on the 90th day nor earlier than the close of business on
the 120th day prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is more than 30 days before or after such anniversary date, notice by
the stockholder to be timely must be so delivered not earlier than the close of
business on the 120th day prior to such annual meeting and not later than the
close of business on the later of the 90th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made by the corporation.  In no event will the public
announcement of an adjournment of an annual meeting commence a new time period
for the giving of a stockholder's notice as described above.  Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election as a Director all information relating to such person that
is required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and Rule 14a-11 thereunder (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
Director if elected); (b) as to any other business desired to be brought before
the meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial owner,
if any, on whose behalf the proposal is made; and (c) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (i) the name and address of such stockholder, as
they appear on the corporation's books, and of such beneficial owner, and (ii)
the class and number of shares of the corporation which are owned beneficially
and of record by such stockholder and such beneficial owner.

     Anything contained in the second sentence of the second paragraph of this
By-law to the contrary notwithstanding, in the event that the number of persons
to be elected to the Board of Directors is increased and there is no public
announcement naming all of the nominees for Director or specifying the size of
the increased Board of Directors made by

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the corporation at least 100 days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required by this By-law
will also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal executive offices of the corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the corporation.

     Section 6. Notice of Stockholder Nominations and Business; Special Meetings
of Stockholders.  Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
corporation's notice of meeting pursuant to Section 4 of this ARTICLE ONE.
Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders at which Directors are to be elected pursuant to
the corporation's notice of meeting (a) by or at the direction of the Board of
Directors, or (b) by any stockholder of the corporation who is a stockholder of
record at the time of giving notice provided by this By-law, who shall be
entitled to vote at the meeting and who complies with the notice procedures set
forth in this By-law.  In the event the corporation calls a special meeting of
stockholders for the purpose of electing one or more persons to the Board of
Directors, any such stockholder may nominate a person or persons (as the case
may be), for election to such position(s) as specified in the corporation's
notice of meeting, if the stockholder's notice required by the second paragraph
of Section 5 of ARTICLE ONE shall be delivered to the Secretary at the principal
executive offices of the corporation not earlier than the close of business on
the 120th day prior to such special meeting and not later than the close of
business o the later of the 90th day prior to such special meeting or the 10th
day following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting.  In no event shall the public announcement of an
adjournment of a special meeting commence a new time period for the giving of a
stockholder's notice as described above.

     Section 7.  Notice of Stockholder Nominations and Business; General.  Only
such persons who are nominated in accordance with the procedures set forth in
these By-laws shall be eligible to serve as Directors and only such business
shall be conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in these By-laws.
Except as otherwise provided by law, the Certificate of Incorporation or these
By-laws, the presiding officer of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in these By-laws and, if any proposed nomination or
business is not in compliance with these By-laws, to declare that such defective
nomination or proposal shall be disregarded.

     For purposes of these By-laws, "public announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed by the
corporation with the

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Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the
Exchange Act.

     Anything contained in the foregoing provisions of these By-laws to the
contrary notwithstanding, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in these By-laws.  Nothing in these By-laws
shall be deemed to affect the rights (a) of stockholders to request the
inclusion of proposals in the corporation's proxy statement pursuant to Rule
14a-8 under the Exchange Act, or (b) of the holders of any series of Preferred
Stock to elect directors under specified circumstances.

     Section 8.  Quorum.  At any meeting of stockholders a quorum for the
transaction of business shall consist of one or more individuals appearing in
person and/or as proxies and owning and/or representing a majority of the shares
of the corporation then outstanding and entitled to vote, provided that in the
absence of a quorum, the stockholders may, by majority vote, adjourn the meeting
from time to time until a quorum shall be present.

     Section 9.  Voting and Proxies.  Each stockholder shall have one vote for
each share of stock entitled to vote, and a proportionate vote for any
fractional share entitled to vote, held by him of record according to the
records of the corporation, unless otherwise provided by the Certificate of
Incorporation or by resolution or resolutions of the Board of Directors
establishing rights of Preferred Stock as provided for in the Certificate of
Incorporation.  Stockholders may vote either in person or by proxy dated not
more than three years before the meeting named therein, unless the proxy
provides for a longer period.  A stockholder may grant authority to another
person or persons to act for such stockholder by proxy (a) by the stockholder or
such stockholder's authorized officer, director, employee or agent executing a
writing or causing his or her signature to be affixed to such writing by any
reasonable means, including facsimile signature or (b) by transmitting or
authorizing the transmission of a telegram, cablegram or other means of
electronic transmission to the intended holder of the proxy or to a proxy
solicitation firm, proxy support service or similar agent duly authorized by the
intended proxy holder to receive such transmission; provided, that any such
telegram, cablegram or other electronic transmission must either set forth or be
submitted with information from which it can be determined that the telegram,
cablegram or other electronic transmission was authorized by the stockholder.
Any copy, facsimile telecommunication or other reliable reproduction of the
writing or transmission by which a stockholder has authorized another person to
act as proxy for such stockholder may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.  A proxy purporting to be executed by
or on behalf of a stockholder shall be deemed valid unless challenged at or
prior to its exercise.

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     Section 10.  Action at Meeting.  When a quorum is present, the action of
the stockholders on any matter properly brought before such meeting shall be
decided by the holders of a majority of the stock present or represented and
entitled to vote and voting on such matter, except where a different vote is
required by law, the Certificate of Incorporation or these By-laws.  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.

     Section 11.  Special Action.  Any action to be taken by the 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.

     Section 12.  Record Date.  The Directors may fix in advance a time which
shall be not more than sixty days prior to (a) the date of any meeting of
stockholders and not less than ten days prior to such meeting, (b) the date for
the payment of any dividend or the making of any distribution to stockholders,
or (c) 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, the right to receive such dividend or distribution, or the
right to give consent or dissent. The Board of Directors may fix a new record
date, or confirm an existing record date, for the purpose of determining the
stockholders entitled to vote at any adjourned or postponed meeting.  In each
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.

     Section 13.  Stockholder List.  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, 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 or other municipality or community
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.  The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
Section or the books of the corporation, or to vote at any meeting of
stockholders.

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                                  ARTICLE TWO

                                   Directors

     Section 1.  Powers.  The Board of Directors, subject to any action at any
time taken by such stockholders as then have the right to vote, shall have the
entire charge, control and management of the corporation, its property and
business and may exercise all or any of its power.

     Section 2.  Election.  A Board of Directors of such number, not less than
3, nor more than 9, as shall be fixed by the stockholders, shall be elected by
the stockholders at the annual meeting.

     Section 3.  Vacancies.  Any vacancy at any time existing in the Board may
be filled by the Board at any meeting.  The stockholders having voting power
may, at a special meeting called at least in part for the purpose, choose a
successor to a Director whose office is vacant, and the person so chosen shall
displace any successor chosen by the Directors.

     Section 4.  Enlargement of the Board.  The number of the Board of Directors
may be increased and one or more additional Directors elected at any special
meeting of the stockholders, called at least in part for the purpose, or by the
Directors by vote of a majority of the Directors then in office.

     Section 5.  Tenure.  Except as otherwise provided by law, by the
Certificate of Incorporation or by these By-laws, Directors shall hold office
until the next annual meeting of stockholders and thereafter until their
successors are chosen and qualified.  Any Director may resign by delivering his
written resignation to the corporation at its principal office or to the
Chairman of the Board, the President or the Secretary.  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.

     Section 6.  Removal.  A Director may be removed from office with or without
cause by vote of a majority of the stockholders entitled to vote in the election
of Directors.

     Section 7.  Annual Meetings.  Immediately after each annual meeting of
stockholders and at the place thereof, if a quorum of the Directors elected at
such meeting is present, there shall be a meeting of the Directors without
notice; but if such a quorum of the Directors elected thereat is not present at
such meeting, or if present does not proceed immediately thereafter to hold a
meeting of the Directors, the annual meeting of the Directors shall be called in
the manner hereinafter provided with respect to the call of special meetings of
Directors.

     Section 8.  Regular Meetings.  Regular meetings of the Directors may be
held at such times and places as shall from time to time be fixed by resolution
of the Board

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and no notice need be given of regular meetings held at times and places so
fixed, provided however, that any resolution relating to the holding of regular
meetings shall remain in force only until the next annual meeting of
stockholders, and that if at any meeting of Directors at which a resolution is
adopted fixing the times or place or places for any regular meetings any
Director is absent, no meeting shall be held pursuant to such resolution until
either each such absent Director has in writing or by telegram approved the
resolution or seven days have elapsed after a copy of the resolution certified
by the Secretary has been mailed postage prepaid, addressed to each such absent
Director at his last known home or business address.

     Section 9.  Special Meetings.  Special meetings of the Directors may be
called by the Chairman of the Board, the President, the Treasurer or any two
Directors and shall be held at the place designated in the call thereof.

     Section 10.  Notices.  Notices of any special meeting of the Directors
shall be given by the Secretary to each Director, by mailing to him, postage
prepaid, and addressed to him at his address as registered on the books of the
corporation, or if not so registered at his last known home or business address,
a written notice of such meeting at least four days before the meeting or by
delivering such notice to him at least forty-eight hours before the meeting or
by sending to him at least forty-eight hours before the meeting, by prepaid
telegram addressed to him at such address, notice of such meeting.  If the
Secretary refuses or neglects for more than twenty-four hours after receipt of
the call to give notice of such special meeting, or if the office of the
Secretary is vacant or the Secretary is incapacitated, such notice may be given
by the officer or one of the Directors calling 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 purpose of the meeting.

     Section 11.  Quorum.  At any meeting of the Directors a majority of the
number of Directors required to constitute a full Board, as fixed in or
determined pursuant to these By-laws as then in effect, shall constitute a
quorum for the transaction of business; provided always that any number of
Directors (whether one or more and whether or not constituting a quorum) present
at any meeting or at any adjourned meeting may make any reasonable adjournment
thereof.

     Section 12.  Action at Meeting.  At any meeting of the Directors at which a
quorum is present, the action of the Directors on any matter brought before the
meeting shall be decided by the vote of a majority of those present and voting,
unless a different vote is required by law, the Certificate of Incorporation, or
these By-laws.

     Section 13.  Special Action.  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

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records of the Directors' meetings. Such consent shall be treated as a vote of
the Directors for all purposes.

     Section 14.  Committees.  The Directors may, by vote of a majority of the
number of Directors required to constitute a full Board as fixed in or
determined pursuant to these By-laws as then in effect, elect from their number
an executive or other committees and may by like vote delegate thereto some or
all of their powers except those which by law, the Certificate of Incorporation
or these By-laws they are prohibited from delegating.  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.

                                 ARTICLE THREE

                                    Officers

     Section 1.  Enumeration.  The officers of the corporation shall be a
President, a Treasurer, a Secretary, and such Vice Presidents, Assistant
Treasurers, Assistant Secretaries, and other officers as may from time to time
be determined by the Directors.

     Section 2.  Election.  The President, Treasurer and Secretary shall be
elected annually by the Directors at their first meeting following the annual
meeting of stockholders.  Other officers may be chosen by the Directors at such
meeting or at any other meeting.

     Section 3.  Qualification.  The President may, but need not be, a Director.
No officer need be a stockholder.  Any two or more offices may be held by the
same person, provided that the President and the Secretary shall not be the same
person.  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.

     Section 4.  Tenure.  Except as otherwise provided by law, by the
Certificate of Incorporation or by these By-laws, the President, Treasurer and
Secretary shall hold office until the first meeting of the Directors following
the annual meeting of stockholders, and thereafter until his successor is chosen
and qualified.  Other officers shall hold office until the first meeting of the
Directors following the annual meeting of stockholders unless a shorter 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 Chairman of the Board, the President or the Secretary, 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.

     Section 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

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officer may be removed for cause only after reasonable notice and opportunity to
be heard by the Board of Directors prior to action thereon.

     Section 6.  Chairman of the Board.  If the Directors shall appoint a
Chairman of the Board, he shall preside at all meetings of the Board and of the
stockholders at which he shall be present.  In the absence or disability of the
President, the powers and duties of the President shall be exercised and
performed by the Chairman of the Board.  He shall, subject to the Board of
Directors, be responsible for the long-range planning of the corporation.  He
shall perform such duties and have such powers additional to the foregoing as
the Board shall from time to time designate.

     Section 7.  President.  In the absence or disability of the Chairman of the
Board, the President shall, when present, preside at all meetings of the
stockholders and of the Directors.  Except as otherwise expressly provided by
these By-laws or by action of the Board, it shall be the duty of the President,
and he shall have the power, to see that all orders and resolutions of the
Directors are carried into effect.  The President, as soon as reasonably
possible after the close of each fiscal year, shall submit to the Directors a
report of the operations of the corporation for such year and a statement of its
affairs and shall from time to time report to the Directors all matters within
his knowledge which the interests of the corporation may require to be brought
to its notice.  The President shall perform such duties and have such powers
additional to the foregoing as the Directors shall designate.

     Section 8.  Vice Presidents.  Each Vice President shall have such powers
and perform such duties as the Directors shall from time to time designate.

     Section 9.  Treasurer.  The Treasurer 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 depositaries as shall be designated by the Directors or
in the absence of such designation in such depositaries as he shall from time to
time deem proper.  He shall disburse the funds of the corporation as shall be
ordered by the Directors, taking proper vouchers for such disbursements.  He
shall promptly render to the President and to the Directors such statements of
his transactions and accounts as the President and Directors respectively may
from time to time require.  The Treasurer shall perform such duties and have
such powers additional to the foregoing as the Directors may designate.

     Section 10.  Assistant Treasurer.  In the absence or disability of the
Treasurer, his powers and duties shall be performed by the Assistant Treasurer,
if only one, or if more than one, by the one designated for the purpose by the
Directors.  Each Assistant Treasurer shall have such other powers and perform
such other duties as the Directors shall from time to time designate.

     Section 11.  Secretary and Assistant Secretary.  The Secretary or an
Assistant Secretary, if one be elected, shall record all proceedings of the
stockholders in a book to be kept therefor and, if there be no Secretary or
Assistant Secretary of the Board of

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Directors, shall also record all proceedings of the Directors in a book to be
kept therefor. If there be more than one Assistant Secretary, then the one
designated to so record such proceedings by the Directors shall do so, otherwise
a Temporary Secretary designated by the person presiding at a meeting, shall
perform the duties of the Secretary. Unless the Directors shall appoint a
transfer agent and/or registrar or other officer or officers for the purpose,
the Secretary shall be charged with the duties of keeping or causing to be kept,
accurate records of all stock outstanding, stock certificates issued and stock
transfers; and, subject to such other duties or different rules as shall be
adopted from time to time by the Directors, such records may be kept solely in
the stock certificate books. The Secretary and each Assistant Secretary shall
have such other powers and perform such other duties additional to the foregoing
as the Directors may from time to time designate.

                                  ARTICLE FOUR

                      Provisions Relating to Capital Stock

     Section 1.  Certificates of Stock.  The shares of the corporation shall be
represented by a certificate or shall be uncertificated.  Certificates shall be
signed by, or in the name of the corporation by, the Chairman or Vice-Chairman
of the Board of Directors, or the President or a Vice President and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the corporation.

     Upon the face or back of each stock certificate issued to represent any
partly paid shares, or upon the books and records of the corporation in the case
of uncertificated partly paid shares, shall be set forth the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

     Within a reasonable time after the issuance or transfer of uncertificated
stock, the corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that
the corporation will furnish without charge to each stockholder who so requests
the powers, designations, preferences and relative

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participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

     Any of or all the signatures on a 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.

     Section 2.  Transfer of Stock.  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, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.  Upon receipt of proper transfer instructions from
the registered owner of uncertificated shares such uncertificated shares shall
be cancelled and issuance of new equivalent uncertificated shares or certificate
shares shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the corporation.

     Section 3.  Equitable Interests Not Recognized.  The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof 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 except as may be otherwise expressly provided by law.

     Section 4.  Lost or Destroyed Certificates.  The Directors of the
corporation may, subject to any contrary provision of law, determine the
conditions upon which a new certificate of stock may be issued in place of any
certificate alleged to have been lost, stolen, destroyed, or mutilated.

                                  ARTICLE FIVE

                          Stock in Other Corporations

     Except as the Directors may otherwise designate, the Chairman of the Board,
President or Treasurer may waive notice of, and 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 other
corporation or organization the securities of which may be held by the
corporation.

                                  ARTICLE SIX

                             Inspection of Records

     Books, accounts, documents and records of the corporation shall be open to
inspection by any Director at all times during the usual hours of business.  The

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original, or attested copies, of the Certificate of Incorporation, By-laws and
records of all meeting 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 Secretary.  Said copies and records need not be all
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.

                                 ARTICLE SEVEN

                  Checks, Notes, Drafts and Other Instruments

     Checks, notes, drafts and other instruments for the payment of money drawn
or endorsed in the name of the corporation may be signed by any officer or
officers or person or person authorized by the Directors to sign the same.  No
officer or person shall sign any such instrument as aforesaid unless authorized
by the Directors to do so.

                                 ARTICLE EIGHT

                                      Seal

     The seal of the corporation shall be circular in form, bearing its name,
the word "Delaware," and the year of its incorporation.  The Treasurer shall
have custody of the seal and may affix it (as may any other officer authorized
by the Directors) to any instrument requiring the corporate seal.

                                  ARTICLE NINE

                                  Fiscal Year

     The fiscal year of the Corporation shall be the year ending with the last
Saturday of June in each year.

                                  ARTICLE TEN

                                   Amendments

     These By-laws may at any time be amended by vote of the stockholders,
provided that notice of the substance of the proposed amendment is stated in the
notice of the meeting.  If authorized by the Certificate of Incorporation, the
Directors may also make, amend, or repeal these By-laws in whole or in part,
except with respect to any provisions thereof which by law, the Certificate of
Incorporation, or these By-laws requires action by the stockholders.  Not later
than the time of giving notice of the meeting of stockholders next following the
making, amending or repealing by the Directors of any By-law, notice thereof
stating the substance of such change shall be given to all stockholders entitled

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to vote on amending the By-laws.  Any By-law adopted by the Directors may be
amended or repealed by the stockholders.

                                 ARTICLE ELEVEN

                                Indemnification

     Section 1.  Right to Indemnification.  Each person who was or is made a
party to or is otherwise involved (including, without limitation, as a witness)
in any actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that such person is or was a Director or officer of the corporation or
that, being or having been such a Director or officer of the Corporation, such
person 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 any
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as such a Director or
officer or in any other capacity while serving as such a Director or officer,
shall be indemnified and held harmless by the corporation to the full extent
permitted by the Delaware General Corporation Law (the "DGCL"), 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 permitted prior thereto), or by other applicable law
as then in effect, against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) actually and reasonably incurred or suffered by such indemnitee in
connection therewith and such indemnification shall continue as to an indemnitee
who has ceased to be a Director or officer and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided, however, that except
as provided in Section 2 of this ARTICLE ELEVEN with respect to proceedings
seeking to enforce rights to indemnification, the corporation shall indemnify
any such indemnitee in connection with a proceeding (or part thereof) initiated
by any such indemnitee only if such proceeding (or part thereof) was authorized
or ratified by the Board of Directors.  The right to indemnification conferred
in this Section shall be a contract right and shall include the right to be paid
by the corporation the expenses incurred in defending (or otherwise appearing
in) any such proceeding in advance of its final disposition (hereinafter an
"advancement of expenses"); provided, however, that an advancement of expenses
shall be made only upon delivery to the corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal that such indemnitee is
not entitled to be indemnified for such expenses under this Section or
otherwise.

     Section 2.  Right of Indemnitee to Bring Suit.  If a claim under Section 1
of this ARTICLE ELEVEN is not paid in full by the corporation within 60 days
after a written claim has been received by the corporation, except in the case
of a claim for an advancement of expenses, in which case the applicable period
shall be 20 days, the

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indemnitee may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. The
indemnitee shall be presumed to be entitled to indemnification under this
ARTICLE ELEVEN upon submission of a written claim (and, in an action brought to
enforce a claim for an advancement of expenses, where the required undertaking
has been tendered to the corporation), and thereafter the corporation shall have
the burden of proof that the indemnitee is not so entitled. Neither the failure
of the corporation (including the Board of Directors, independent legal counsel
or the stockholders) to have made a determination prior to the commencement of
such suit that indemnification of the indemnitee is proper in the circumstances
nor an actual determination by the corporation (including the Board of
Directors, independent legal counsel or the stockholders) that the indemnitee is
not entitled to indemnification shall be a defense to the suit or create a
presumption that the indemnitee is not so entitled.

     Section 3.  Non-Exclusivity of Rights.  The rights to indemnification and
to the advancement of expenses conferred by this ARTICLE ELEVEN shall not be
exclusive of any other right that any person may have or hereafter acquire under
any statute, agreement, vote of stockholders or disinterested Directors,
provisions of the Certificate of Incorporation or By-laws of the corporation or
otherwise.  Notwithstanding any amendment to or repeal of this ARTICLE ELEVEN,
any indemnitee shall be entitled to indemnification in accordance with the
provisions hereof with respect to any acts or omissions of such indemnitee
occurring prior to such amendment or repeal.

     Section 4.  Insurance.  The corporation may maintain insurance, at its
expense, to protect itself and any Director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any 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 DGCL.

                                 ARTICLE TWELVE

                        Principal and Registered Offices

     Section 1.  Principal Office.  The corporation's principal office shall be
500 Main Street, Groton, Massachusetts or such other place as the Board of
Directors may designate.

     Section 2.  Registered Office.  The corporation's registered office shall
be 229 South State Street, City of Dover, County of Kent, Delaware, or such
other place as the Board of Directors may designate.

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