NY12524:\44619.1

                                     BY-LAWS

                                       OF

                          COMMONWEALTH INDUSTRIES, INC.


ARTICLE I

                                  Stockholders

Section 1.1. Annual  Meetings.  An annual meeting of stockholders  shall be held
for the  election of directors  at such date,  time and place  either  within or
without  the State of Delaware as may be  designated  by the Board of  Directors
from time to time.  Any other proper  business may be  transacted  at the annual
meeting.

Section 1.2. Special Meetings. Special meetings of stockholders may be called at
any time by the Chairman of the Board,  if any, the Vice  Chairman of the Board,
if any, the President or the Board of Directors,  to be held at such date,  time
and place either within or without the State of Delaware as may be stated in the
notice of the meeting.

Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted
to take any action at a meeting,  a written notice of the meeting shall be given
which shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. Unless
otherwise  provided by law, the written notice of any meeting 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.  If mailed,  such notice shall be
deemed to be given when  deposited in the United States mail,  postage  prepaid,
directed to the stockholder at such  stockholder's  address as it appears on the
records of the Corporation.

Section 1.4. Adjournments.  Any meeting of stockholders,  annual or special, may
be  adjourned  from time to time,  to reconvene at the same or some other place,
and notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the  adjournment is taken.  At the
adjourned  meeting the  Corporation  may transact any business  which might have
been  transacted at the original  meeting.  If the  adjournment is for more than
thirty  days,  or if after the  adjournment  a new record  date is fixed for the
adjourned  meeting,  a notice of the  adjourned  meeting  shall be given to each
stockholder of record entitled to vote at the meeting.

Section 1.5.  Quorum.  At each meeting of  stockholders,  except where otherwise
provided  by law or the  certificate  of  incorporation  or these  by-laws,  the
holders of a majority of the  outstanding  shares of stock entitled to vote on a
matter  at the  meeting,  present  in  person or  represented  by  proxy,  shall
constitute a quorum.  For purposes of the  foregoing,  where a separate  vote by
class or classes is required  for any  matter,  the holders of a majority of the
outstanding shares of such class or classes, present in person or represented by
proxy,  shall  constitute  a quorum to take action with  respect to that vote on
that matter. Two or more classes or series of stock shall be considered a single
class if the holders  thereof are entitled to vote together as a single class at
the meeting.

                  In the  absence  of a quorum  of the  holders  of any class of
stock  entitled  to vote on a matter,  the  holders  of such class so present or
represented  may, by majority vote,  adjourn the meeting of such class from time
to time in the manner provided by Section 1.4 of these by-laws until a quorum of
such class shall be so present or represented.

                  Shares of its own capital  stock  belonging on the record date
for the meeting to the Corporation or to another  corporation,  if a majority of
the  shares  entitled  to vote  in the  election  of  directors  of  such  other
corporation is held, directly or indirectly,  by the Corporation,  shall neither
be entitled to vote nor be counted for quorum purposes;  provided, however, that
the  foregoing  shall  not limit the  right of the  Corporation  to vote  stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6.  Organization.  Meetings of stockholders  shall be presided over by
the  Chairman of the Board,  if any,  or in the  absence of the  Chairman of the
Board by the Vice  Chairman of the Board,  if any, or in the absence of the Vice
Chairman of the Board by the President,  or in the absence of the President by a
Vice  President,  or in the  absence  of the  foregoing  persons  by a  chairman
designated by the Board of Directors, or in the absence of such designation by a
chairman  chosen  at  the  meeting.  The  Secretary,  or in the  absence  of the
Secretary an Assistant Secretary,  shall act as secretary of the meeting, but in
the absence of the  Secretary  and any  Assistant  Secretary the chairman of the
meeting may appoint any person to act as secretary of the meeting.

                  The  order  of  business  at each  such  meeting  shall  be as
determined  by the  chairman of the meeting.  The chairman of the meeting  shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts and things as are  necessary or desirable for the proper
conduct of the meeting,  including,  without  limitation,  the  establishment of
procedures  for the  maintenance  of order and safety,  limitations  on the time
allotted  to  questions   or  comments  on  the  affairs  of  the   Corporation,
restrictions  on  entry  to such  meeting  after  the  time  prescribed  for the
commencement thereof and the opening and closing of the voting polls.

Section  1.7.  Inspectors.  Prior to any meeting of  stockholders,  the Board of
Directors or the President  shall appoint one or more  inspectors to act at such
meeting and make a written  report thereof and may designate one or more persons
as  alternate  inspectors  to  replace  any  inspector  who fails to act.  If no
inspector or alternate is able to act at the meeting of stockholders, the person
presiding  at the meeting  shall  appoint one or more  inspectors  to act at the
meeting.

                  Each  inspector,  before entering upon the discharge of his or
her  duties,  shall take and sign an oath  faithfully  to execute  the duties of
inspector  with  strict  impartiality  and  according  to the best of his or her
ability.

                  The   inspectors   shall   ascertain   the  number  of  shares
outstanding  and the voting power of each,  determine the shares  represented at
the  meeting  and the  validity  of  proxies  and  ballots,  count all votes and
ballots,  determine  and  retain  for  a  reasonable  period  a  record  of  the
disposition of any challenges  made to any  determination  by the inspectors and
certify their  determination of the number of shares  represented at the meeting
and their count of all votes and ballots.  The  inspectors may appoint or retain
other persons to assist them in the performance of their duties.

                  The date and time of the  opening and closing of the polls for
each  matter  upon  which  the  stockholders  will  vote at a  meeting  shall be
announced at the meeting.  No ballot,  proxy or vote, nor any revocation thereof
or change thereto,  shall be accepted by the inspectors after the closing of the
polls.

                  In  determining  the  validity  and  counting  of proxies  and
ballots,  the inspectors shall be limited to an examination of the proxies,  any
envelopes  submitted  therewith,  any information  provided by a stockholder who
submits a proxy by telegram,  cablegram or other  electronic  transmission  from
which it can be determined  that the proxy was  authorized  by the  stockholder,
ballots and the regular books and records of the corporation,  and they may also
consider  other  reliable  information  for the limited  purpose of  reconciling
proxies and ballots submitted by or on behalf of banks, brokers,  their nominees
or  similar  persons  which  represent  more votes than the holder of a proxy is
authorized by the record owner to cast or more votes than the stockholder  holds
of record.  If the  inspectors  consider  other  reliable  information  for such
purpose,  they  shall,  at the time they make their  certification,  specify the
precise  information  considered  by them,  including the person or persons from
whom they obtained the information, when the information was obtained, the means
by which the information  was obtained and the basis for the inspectors'  belief
that such information is accurate and reliable.

Section 1.8. Voting;  Proxies.  Unless otherwise  provided in the certificate of
incorporation,  each stockholder entitled to vote at any meeting of stockholders
shall be entitled  to one vote for each share of stock held by such  stockholder
which has voting power upon the matter in question.

                  Each stockholder entitled to vote at a meeting of stockholders
or to  express  consent  or dissent  to  corporate  action in writing  without a
meeting may authorize  another person or persons to act for such  stockholder by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. A duly executed proxy shall
be irrevocable if it states that it is irrevocable  and if, and only as long as,
it is coupled  with an  interest  sufficient  in law to  support an  irrevocable
power,  regardless  of  whether  the  interest  with  which it is  coupled is an
interest  in the stock  itself or an interest in the  Corporation  generally.  A
stockholder  may revoke any proxy  which is not  irrevocable  by  attending  the
meeting and voting in person or by filing an instrument in writing  revoking the
proxy or another duly executed  proxy bearing a later date with the Secretary of
the Corporation.


                  Voting at  meetings  of  stockholders  need not be by  written
ballot unless the holders of a majority of the outstanding shares of all classes
of stock  entitled to vote thereon  present in person or represented by proxy at
such meeting shall so determine.


                  Directors  shall be elected by a plurality of the votes of the
shares  present in person or represented by proxy at the meeting and entitled to
vote on the  election  of  directors.  In all other  matters,  unless  otherwise
provided by law or by the  certificate of  incorporation  or these by-laws,  the
affirmative vote of the holders of a majority of the shares present in person or
represented  by proxy at the meeting and entitled to vote on the subject  matter
shall be the act of the stockholders.  Where a separate vote by class or classes
is required,  the affirmative vote of the holders of a majority of the shares of
such class or classes  present in person or  represented by proxy at the meeting
shall be the act of such class or classes,  except as otherwise  provided by law
or by the certificate of incorporation or these by-laws.

Section 1.9. Fixing Date for  Determination of Stockholders of Record.  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,  the Board of
Directors  may fix a record  date,  which record date shall not precede the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors,  and which record date shall not be more than sixty nor less than ten
days before the date of such meeting. If no record date is fixed by the Board of
Directors, 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 next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next  preceding the day on which the meeting is
held. 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.


                  In order that the Corporation  may determine the  stockholders
entitled to consent to corporate action in writing without a meeting,  the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors,  and which  date  shall not be more than ten days after the date upon
which  the  resolution  fixing  the  record  date is  adopted  by the  Board  of
Directors.  If no  record  date has been  fixed by the Board of  Directors,  the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting,  when no prior action by the Board of Directors is
required  by law,  shall be the  first  date on which a signed  written  consent
setting  forth the action  taken or  proposed  to be taken is  delivered  to the
Corporation by delivery to its registered  office in the State of Delaware,  its
principal place of business,  or an officer or agent of the  Corporation  having
custody  of the  book in which  proceedings  of  meetings  of  stockholders  are
recorded.  Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.  If no record date
has been  fixed by the  Board of  Directors  and  prior  action  by the Board of
Directors  is required  by law,  the record  date for  determining  stockholders
entitled to consent to corporate action in writing without a meeting shall be at
the close of  business  on the day on which the Board of  Directors  adopts  the
resolution taking such prior action.


                  In order that the Corporation  may determine the  stockholders
entitled to receive  payment of any dividend or other  distribution or allotment
of any rights or the stockholders  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 a record date,  which record date
shall not precede the date upon which the  resolution  fixing the record date is
adopted,  and which  record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such  purpose  shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

Section 1.10. List of Stockholders Entitled to Vote. The Secretary 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 1.11. Advance Notice of Stockholder Proposals.  At any annual or special
meeting of  stockholders,  proposals by stockholders  and persons  nominated for
election as directors by stockholders shall be considered only if advance notice
thereof  has been  timely  given  as  provided  herein  and  such  proposals  or
nominations are otherwise proper for consideration  under applicable law and the
certificate of incorporation and by-laws of the Corporation.


                  Notice of any proposal to be presented by any  stockholder  or
of the name of any person to be nominated by any  stockholder  for election as a
director of the Corporation at any meeting of stockholders shall be delivered to
the Secretary of the Corporation at its principal executive office not less than
60 nor more than 90 days prior to the date of the  meeting;  provided,  however,
that if the date of the meeting is first  publicly  announced or disclosed (in a
public filing or otherwise)  less than 70 days prior to the date of the meeting,
such  advance  notice  shall be given not more than ten days  after such date is
first so  announced  or  disclosed.  Public  notice shall be deemed to have been
given  more than 70 days in advance  of the  annual  meeting if the  Corporation
shall have previously disclosed, in these by-laws or otherwise,  that the annual
meeting in each year is to be held on a determinable  date, unless and until the
Board determines to hold the meeting on a different date.


                  Any  stockholder  who gives notice of any such proposal  shall
deliver  therewith  the text of the proposal to be presented and a brief written
statement  of the reasons why such  stockholder  favors the proposal and setting
forth such stockholder's name and address, the number and class of all shares of
each class of stock of the Corporation  beneficially  owned by such  stockholder
and any material  interest of such  stockholder in the proposal (other than as a
stockholder).


                  Any  stockholder  desiring to nominate any person for election
as a director of the  Corporation  shall deliver with such notice a statement in
writing  setting  forth the name of the person to be  nominated,  the number and
class of all shares of each class of stock of the Corporation beneficially owned
by such person,  the  information  regarding such person  required by paragraphs
(a), (e) and (f) of Item 401 of  Regulation  S-K adopted by the  Securities  and
Exchange   Commission  (or  the  corresponding   provisions  of  any  regulation
subsequently adopted by the Securities and Exchange Commission applicable to the
Corporation),  such  person's  signed  consent  to  serve as a  director  of the
Corporation if elected,  such  stockholder's name and address and the number and
class of all shares of each class of stock of the Corporation beneficially owned
by such stockholder.


                  As used  herein,  shares  "beneficially  owned" shall mean all
shares as to which such  person,  together  with such  person's  affiliates  and
associates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934),
may be deemed to  beneficially  own  pursuant to Rules 13d-3 and 13d-5 under the
Securities  Exchange Act of 1934, as well as all shares as to which such person,
together with such person's  affiliates and associates,  has the right to become
the  beneficial  owner pursuant to any agreement or  understanding,  or upon the
exercise of  warrants,  options or rights to convert or exchange  (whether  such
rights are  exercisable  immediately  or only  after the  passage of time or the
occurrence of conditions).


                  The person presiding at the meeting, in addition to making any
other  determinations  that may be  appropriate  to the conduct of the  meeting,
shall  determine  whether  such notice has been duly given and shall direct that
proposals and nominees not be considered if such notice has not been given.

ARTICLE II

                               Board of Directors

Section 2.1.  Powers;  Number;  Qualifications.  The business and affairs of the
Corporation  shall  be  managed  by or  under  the  direction  of the  Board  of
Directors,  except as may be otherwise  provided by law or in the certificate of
incorporation.  The Board of Directors shall consist of one or more members, the
number thereof to be determined from time to time by the Board.
Directors need not be stockholders.

Section 2.2. Election; Term of Office;  Resignation;  Removal;  Vacancies.  Each
director  shall hold office until the next  election of the class for which such
director  shall have been chosen,  and until his or her successor is elected and
qualified or until his or her earlier resignation or removal.

                  Any director may resign at any time upon written notice to the
Board of Directors or to the President or the Secretary of the Corporation. Such
resignation  shall  take  effect  at the  time  specified  therein,  and  unless
otherwise specified therein no acceptance of such resignation shall be necessary
to make it effective.

                  Any director or the entire Board of Directors  may be removed,
with cause,  by the holders of a majority of the shares then entitled to vote at
an election of directors.

                  Unless otherwise  provided in the certificate of incorporation
or these by-laws,  vacancies and newly created directorships  resulting from any
increase  in  the  authorized   number  of  directors  elected  by  all  of  the
stockholders  having the right to vote as a single class or from any other cause
may be filled by a majority of the directors then in office,  although less than
a quorum, or by the sole remaining director.

                  Whenever  the  holders  of any  class or  classes  of stock or
series thereof are entitled to elect one or more directors by the certificate of
incorporation,  vacancies  and  newly  created  directorships  of such  class or
classes or series may be filled by a majority of the  directors  elected by such
class or classes or series  thereof  then in  office,  or by the sole  remaining
director so elected.

                  Any director elected or appointed to fill a vacancy shall hold
office until the next  election of the class of directors of the director  which
such  director  replaced,  and until and his or her  successor  is  elected  and
qualified or until his or her earlier resignation or removal.

Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be
held at such places within or without the State of Delaware and at such times as
the Board may from time to time determine,  and if so determined  notice thereof
need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of Directors may be
held at any time or place  within  or  without  the State of  Delaware  whenever
called by the Chairman of the Board,  if any, by the Vice Chairman of the Board,
if any, by the  President or by any two  directors.  Reasonable  notice  thereof
shall be given by the person or persons calling the meeting.

Section 2.5. Participation in Meetings by Conference Telephone Permitted. Unless
otherwise  restricted by the  certificate  of  incorporation  or these  by-laws,
members of the Board of Directors, or any committee designated by the Board, may
participate in a meeting of the Board or of such committee,  as the case may be,
by means of conference telephone or similar communications equipment by means of
which  all  persons  participating  in the  meeting  can hear  each  other,  and
participation in a meeting pursuant to this by-law shall constitute  presence in
person at such meeting.

Section 2.6. Quorum;  Vote Required for Action.  At all meetings of the Board of
Directors  one-third  of the  entire  Board  shall  constitute  a quorum for the
transaction  of business.  The vote of a majority of the directors  present at a
meeting  at which a quorum is present  shall be the act of the Board  unless the
certificate of  incorporation or these by-laws shall require a vote of a greater
number.  In case at any meeting of the Board a quorum shall not be present,  the
members of the Board  present may adjourn the meeting  from time to time until a
quorum shall be present.

Section 2.7. Organization.  Meetings of the Board of Directors shall be presided
over by the Chairman of the Board,  if any, or in the absence of the Chairman of
the Board by the Vice  Chairman  of the Board,  if any, or in the absence of the
Vice Chairman of the Board by the  President,  or in their absence by a chairman
chosen at the  meeting.  The  Secretary,  or in the absence of the  Secretary an
Assistant  Secretary,  shall act as secretary of the meeting, but in the absence
of the  Secretary  and any  Assistant  Secretary the chairman of the meeting may
appoint any person to act as secretary of the meeting.

Section 2.8. Action by Directors Without a Meeting.  Unless otherwise restricted
by the  certificate of  incorporation  or 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
of such  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 2.9. Compensation of Directors.  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.

ARTICLE III

                                   Committees

Section 3.1.  Committees.  The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist  of one or more of the  directors  of the  Corporation.  The  Board  may
designate one or more directors as alternate  members of any committee,  who may
replace any absent or  disqualified  member at any meeting of the committee.  In
the  absence  or  disqualification  of a member of a  committee,  the  member or
members thereof present at any meeting and not disqualified from voting, whether
or not such  member or members  constitute  a quorum,  may  unanimously  appoint
another  member  of the  Board 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 or in these  by-laws,  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  (except  that a  committee  may,  to the  extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the Board of Directors,  fix the designations and any of the
preferences  or  rights  of  such  shares  relating  to  dividends,  redemption,
dissolution,  any  distribution  of assets of the  Corporation or the conversion
into,  or the exchange of such shares for,  shares of any other class or classes
or any other  series of the same or any other  class or  classes of stock of the
Corporation  or fix the number of shares of any series of stock or authorize the
increase or  decrease of the shares of any  series),  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  these  by-laws;  and,  unless  the
resolution,  these  by-laws or the  certificate  of  incorporation  expressly so
provides,  no such  committee  shall  have the power or  authority  to declare a
dividend,  to  authorize  the  issuance  of  stock,  to adopt a  certificate  of
ownership and merger or to remove or indemnify directors.

Section 3.2. Committee Rules.  Unless the Board of Directors otherwise provides,
each committee designated by the Board may adopt, amend and repeal rules for the
conduct  of its  business.  In the  absence  of a  provision  by the  Board or a
provision  in the rules of such  committee  to the  contrary,  a majority of the
entire  authorized number of members of such committee shall constitute a quorum
for the  transaction of business,  the vote of a majority of the members present
at a meeting at the time of such vote if a quorum is then  present  shall be the
act of such  committee,  and in other respects each committee  shall conduct its
business  in the same  manner as the Board  conducts  its  business  pursuant to
Article II of these by-laws.

ARTICLE IV

                                    Officers

Section 4.1. Officers; Election. As soon as practicable after the annual meeting
of stockholders in each year, the Board of Directors shall elect a President and
a  Secretary,  and it may, if it so  determines,  elect from among its members a
Chairman of the Board and a Vice Chairman of the Board. The Board may also elect
one or more Vice Presidents,  one or more Assistant Vice Presidents, one or more
Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such
other officers as the Board may deem  desirable or appropriate  and may give any
of them such further designations or alternate titles as it considers desirable.
Any number of offices may be held by the same person unless the  certificate  of
incorporation or these by-laws otherwise provide.

Section 4.2. Term of Office;  Resignation;  Removal; Vacancies. Unless otherwise
provided in the resolution of the Board of Directors electing any officer,  each
officer  shall hold office until the first meeting of the Board after the annual
meeting of stockholders next succeeding his or her election and until his or her
successor is elected and  qualified or until his or her earlier  resignation  or
removal.

                  Any officer may resign at any time upon written  notice to the
Board or to the President or the Secretary of the Corporation.  Such resignation
shall take effect at the time specified therein,  and unless otherwise specified
therein  no  acceptance  of  such  resignation  shall  be  necessary  to make it
effective.

                  The Board may remove any officer with or without  cause at any
time. Any such removal shall be without  prejudice to the contractual  rights of
such officer, if any, with the Corporation, but the election of an officer shall
not of itself create contractual rights.

                  Any  vacancy  occurring  in any office of the  Corporation  by
death,  resignation,  removal  or  otherwise  may be  filled by the Board at any
regular or special meeting.

Section 4.3. Powers and Duties.  The officers of the Corporation shall have such
powers and duties in the  management  of the  Corporation  as shall be stated in
these  by-laws  or in a  resolution  of the  Board  of  Directors  which  is not
inconsistent  with these by-laws and, to the extent not so stated,  as generally
pertain to their  respective  offices,  subject to the control of the Board. The
Secretary  shall have the duty to record the  proceedings of the meetings of the
stockholders, the Board of Directors and any committees in a book to be kept for
that  purpose.  The Board may  require  any  officer,  agent or employee to give
security for the faithful performance of his or her duties.

ARTICLE V

                                      Stock

Section 5.1.  Certificates.  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  Chairman  or Vice  Chairman  of the  Board  of  Directors,  if any,  or the
President or a Vice President,  and by the Treasurer or an Assistant  Treasurer,
or the Secretary or an Assistant Secretary, of the Corporation, representing the
number of  shares  of stock in the  Corporation  owned by such  holder.  If such
certificate  is manually  signed by one officer or manually  countersigned  by a
transfer agent or by a registrar,  any other signature on the certificate may be
a 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 such
person were such officer, transfer agent or registrar at the date of issue.

                  If the  Corporation is 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 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 by
law, 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.

Section 5.2.  Lost,  Stolen or  Destroyed  Stock  Certificates;  Issuance of New
Certificates.  The Corporation may issue a new certificate of stock in the place
of any certificate  theretofore  issued by it, alleged to have been lost, stolen
or destroyed,  and the Corporation may require the owner of the lost,  stolen or
destroyed  certificate,  or such  owner's  legal  representative,  to  give  the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the  alleged  loss,  theft or  destruction  of any such
certificate or the issuance of such new certificate.

ARTICLE VI

                                  Miscellaneous

Section  6.1.  Fiscal  Year.  The fiscal year of the  Corporation  shall be
determined by the Board of Directors. -----------

Section 6.2.  Seal. The  Corporation  may have a corporate seal which shall have
the name of the Corporation  inscribed  thereon and shall be in such form as may
be approved from time to time by the Board of Directors.  The corporate seal may
be used by causing it or a facsimile  thereof to be  impressed  or affixed or in
any other manner reproduced.

Section  6.3.  Waiver of Notice  of  Meetings  of  Stockholders,  Directors  and
Committees.  Whenever  notice  is  required  to be  given  by law or  under  any
provision of the certificate of incorporation or these by-laws, a written waiver
thereof,  signed by the person  entitled to notice,  whether before or after the
time stated  therein,  shall be deemed  equivalent  to notice.  Attendance  of a
person at a meeting shall constitute a waiver of notice of such meeting,  except
when the person attends a meeting for the express  purpose of objecting,  at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully  called or convened.  Neither the business to be transacted  at,
nor the  purpose  of,  any  regular  or  special  meeting  of the  stockholders,
directors  or members of a  committee  of  directors  need be  specified  in any
written waiver of notice unless so required by the certificate of  incorporation
or these by-laws.

Section 6.4. Indemnification of Directors,  Officers and Others. The Corporation
shall  indemnify  to the  full  extent  permitted  by law  any  person  made  or
threatened to be made a party to any action, suit or proceeding,  whether civil,
criminal,  administrative  or  investigative,  by  reason  of the fact that such
person or such person's testator or intestate is or was a director or officer of
the  Corporation or serves or served at the request of the Corporation any other
enterprise as a director, officer or employee.

                  Expenses,  including  attorneys'  fees,  incurred  by any such
person  in  defending  any  such  action,  suit or  proceeding  shall be paid or
reimbursed by the  Corporation  promptly upon receipt by it of an undertaking of
such person to repay such expenses if it shall  ultimately  be  determined  that
such person is not entitled to be indemnified by the Corporation.

                  The  rights  provided  to any person by this  by-law  shall be
enforceable against the Corporation by such person who shall be presumed to have
relied  upon it in  serving or  continuing  to serve as a  director,  officer or
employee as provided  above. No amendment of this by-law shall impair the rights
of any person arising at any time with respect to events occurring prior to such
amendment.

                  For  purposes of this  by-law,  the term  "Corporation"  shall
include any  predecessor  of the  Corporation  and any  constituent  corporation
(including any  constituent of a constituent)  absorbed by the  Corporation in a
consolidation  or  merger;   the  term  "other  enterprise"  shall  include  any
corporation, partnership, joint venture, trust or employee benefit plan; service
"at the request of the Corporation" shall include service as a director, officer
or employee of the Corporation which imposes duties on, or involves services by,
such director, officer or employee with respect to an employee benefit plan, its
participants  or  beneficiaries;  any excise  taxes  assessed  on a person  with
respect  to an  employee  benefit  plan  shall  be  deemed  to be  indemnifiable
expenses;  and action by a person with respect to an employee benefit plan which
such person  reasonably  believes to be in the interest of the  participants and
beneficiaries  of such plan shall be deemed to be action not opposed to the best
interests of the Corporation.

                  The Corporation,  by a resolution of its Board of Directors or
by an  agreement  approved  by its Board of  Directors,  may, to the full extent
permitted  by  law,  indemnify  and pay or  reimburse  expenses  to any  person,
including  any  person   entitled  to   indemnification   and  the  payment  and
reimbursement of expenses under this Section 6.4, but nothing herein shall limit
or affect the rights of any such person under this Section.

                  If  a  request  to  be  indemnified  or  for  the  payment  or
reimbursement  of expenses  pursuant  to this  Section  6.4 or a  resolution  or
agreement  authorized as provided in this Section 6.4 is not paid in full by the
Corporation  within 30 days after a written claim  therefor has been received by
the President or Secretary of the Corporation and the claimant thereafter brings
suit against the  Corporation to recover the unpaid amount of the claim which is
successful in whole or in part,  the  Corporation  shall be obligated to pay the
claimant the expenses,  including reasonable attorneys' fees, of prosecuting the
claim.

                  The  indemnification  or payment or  reimbursement of expenses
provided by or granted  pursuant to the  provisions of this Section 6.4 shall be
in addition to and shall not be exclusive of any other rights to indemnification
and payment or  reimbursement  of expenses to which such person may otherwise be
entitled  by  law,  certificate  of  incorporation,  by-law,  insurance  policy,
contract or otherwise.

Section 6.5.  Interested  Directors;  Quorum. No contract or transaction between
the  Corporation  and one or more of its  directors or officers,  or between the
Corporation  and  any  other  corporation,  partnership,  association  or  other
organization  in which one or more of its directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely for
this  reason,  or solely  because  the  director  or  officer  is  present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes  the contract or  transaction,  or solely because his or her or their
votes are counted for such purpose,  if: (1) the material facts as to his or her
relationship  or interest and as to the contract or transaction are disclosed or
are known to the Board or the  committee,  and the  Board or  committee  in good
faith  authorizes  the contract or  transaction  by the  affirmative  votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum;  or (2) the material facts as to his or her  relationship
or interest and as to the contract or transaction  are disclosed or are known to
the  stockholders  entitled to vote thereon,  and the contract or transaction is
specifically  approved  in good  faith by vote of the  stockholders;  or (3) the
contract  or  transaction  is fair as to the  Corporation  as of the  time it is
authorized,  approved or  ratified,  by the Board,  a  committee  thereof or the
stockholders.  Common or interested  directors may be counted in determining the
presence  of a quorum at a meeting of the Board of  Directors  or of a committee
which authorizes the contract or transaction.

Section 6.6. Form of Records.  Any records  maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account and
minute books, may be kept on, or be in the form of, punch cards,  magnetic tape,
photographs,  microphotographs or any other information storage device, provided
that the records so kept can be  converted  into  clearly  legible form within a
reasonable  time. The Corporation  shall so convert any records so kept upon the
request of any person entitled to inspect the same.

Section 6.7. Amendment of By-Laws. These by-laws may be amended or repealed, and
new by-laws adopted, by the Board of Directors, but the stockholders entitled to
vote may adopt additional  by-laws and may amend or repeal any by-law whether or
not adopted by them.


April 17, 1997