Exhibit 3.02



                          MOTIVEPOWER INDUSTRIES, INC.
                              AMENDED AND RESTATED
                                     BY-LAWS

                  Reflecting changes through December 26, 1996







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                          MOTIVEPOWER INDUSTRIES, INC.
                              AMENDED AND RESTATED
                                     BY-LAWS
                                TABLE OF CONTENTS

                                                                       Page


STOCKHOLDER'S MEETINGS...................................................1

             1.       Time and Place of Meetings.........................1
             2.       Annual Meeting.....................................1
             3.       Special Meetings...................................1
             4.       Notice of Meetings.................................1
             5.       Inspectors.........................................1
             6.       Quorum.............................................2
             7.       Voting.............................................2
             8.       Order of Business..................................2

DIRECTORS             ...................................................4

             9.       Function...........................................4
             10.      Number, Election, and Terms........................4
             11.      Vacancies and Newly Created Directorship...........4
             12.      Removal............................................4
             13.      Nominations of Directors; Election.................5
             14.      Resignation........................................6
             15.      Regular Meetings...................................6
             16.      Special Meetings...................................6
             17.      Quorum.............................................6
             18.      Participation in Meetings by Telephone Conference..6
             19.      Committees.........................................6
             20.      Compensation.......................................7
             21.      Rules..............................................7

NOTICES               ...................................................8

             22.      Generally..........................................8
             23.      Waivers............................................8



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OFFICERS              ...................................................8

             24.      Generally..........................................8
             25.      Compensation.......................................8
             26.      Succession.........................................9
             27.      Authority and Duties.............................. 9

STOCK                 .................................................. 9

             28.      Certificates...................................... 9
             29.      Classes of Stock.................................. 9
             30.      Lost, Stolen, or Destroyed Certificates........... 9
             31.      Record Dates......................................10

INDEMNIFICATION.........................................................10

             32.      Damages and Expenses..............................10
             33.      Insurance, Contracts, and Funding.................11

GENERAL               ..................................................11

             34.      Fiscal Year.......................................11
             35.      Seal..............................................11
             36.      Reliance upon Books, Reports, and Records.........11
             37.      Time Periods......................................12
             38.      Amendments........................................12
             39.      Certain Defined Terms.............................12



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                             STOCKHOLDERS' MEETINGS


                  1.  Time  and  Place  of   Meetings.   All   meetings  of  the
stockholders for the election of Directors or for any other purpose will be held
at such time and  place,  within or  without  the State of  Delaware,  as may be
designated  by the Board or, in the absence of a designation  by the Board,  the
Chairman, the President, or the Secretary,  and stated in the notice of meeting.
The Board may postpone and reschedule any previously scheduled annual or special
meeting of the stockholders.

                  2. Annual Meeting.  An annual meeting of the stockholders will
be held at such  date and  time as may be  designated  from  time to time by the
Board,  at which  meeting the  stockholders  will elect by a plurality  vote the
Directors to succeed  those whose terms expire at such meeting and will transact
such other  business as may properly be brought before the meeting in accordance
with By-Law 8.

                  3. Special Meetings.  Special meetings of the stockholders may
be called only by (i) the  Chairman  and (ii) the  Secretary  within 10 calendar
days after receipt of the written request of a majority of the Whole Board.  Any
such  request by a majority of the Whole Board must be sent to the  Chairman and
the  Secretary  and must state the purpose or purposes of the proposed  meeting.
Special  meetings of holders of the outstanding  Preferred Stock, if any, may be
called in the manner and for the purposes  provided in the applicable  Preferred
Stock Designation.

                  4. Notice of MEETINGS.  Written notice of every meeting of the
stockholders,  stating 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,
will be given not less than 10 nor more than 60 calendar days before the date of
the meeting to each  stockholder  of record  entitled  to vote at such  meeting,
except as otherwise  provided  herein or by law.  When a meeting is adjourned to
another place,  date, or time, written notice need not be given of the adjourned
meeting if the place,  date,  and time  thereof are  announced at the meeting at
which the adjournment is taken;  provided,  however,  that if the adjournment is
for more than 30 calendar days, or if after the adjournment a new record date is
fixed for the adjourned meeting,  written notice of the place, date, and time of
the  adjourned  meeting must be given in conformity  herewith.  At any adjourned
meeting,  any  business  may  be  transacted  which  properly  could  have  been
transacted at the original meeting.

                  5. Inspectors. The Board may appoint one or more inspectors of
election to act as judges of the voting and to determine  those entitled to vote
at any meeting of the stockholders,  or any adjournment  thereof,  in advance of
such  meeting.  The  Board  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 a meeting of stockholders,  the presiding officer of
the meeting may appoint one or more substitute inspectors.


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                  6.  Quorum.  Except  as  otherwise  provided  by  law  or in a
Preferred Stock  Designation,  the holders of a majority of the stock issued and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy,  will  constitute  a quorum at all meetings of the  stockholders  for the
transaction  of business  thereat.  If,  however,  such quorum is not present or
represented at any meeting of the  stockholders,  the  stockholders  entitled to
vote thereat,  present in person or represented by proxy, will have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present or represented.

                  7.  Voting.  Except  as  otherwise  provided  by  law,  by the
Certificate  of  Incorporation,  or  in  a  Preferred  Stock  Designation,  each
stockholder  will be entitled at every meeting of the  stockholders  to one vote
for  each  share of  stock  having  voting  power  standing  in the name of such
stockholder  on the books of the  Company on the record date for the meeting and
such votes may be cast either in person or by written proxy. Every proxy must be
duly executed and filed with the Secretary.  A stockholder  may revoke any proxy
that 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.  The vote  upon any  question
brought  before a  meeting  of the  stockholders  may be by voice  vote,  unless
otherwise  required by the  Certificate  of  Incorporation  or these  By-Laws or
unless the  Chairman or the holders of a majority of the  outstanding  shares of
all classes of stock  entitled to vote thereon  present in person or by proxy at
such meeting  otherwise  determine.  Every vote taken by written  ballot will be
counted by the inspectors of election.  When a quorum is present at any meeting,
the affirmative vote of the holders of a majority of the stock present in person
or  represented  by proxy at the  meeting  and  entitled  to vote on the subject
matter and which has  actually  been voted will be the act of the  stockholders,
except in the election of Directors or as otherwise  provided in these  By-Laws,
the Certificate of Incorporation, a Preferred Stock Designation, or by law.

                  8. Order of Business.  (a) The Chairman, or such other officer
of the Company  designated by a majority of the Whole Board,  will call meetings
of the stockholders to order and will act as presiding  officer thereof.  Unless
otherwise determined by the Board prior to the meeting, the presiding officer of
the meeting of the  stockholders  will also  determine the order of business and
have the authority in his or her sole  discretion to regulate the conduct of any
such  meeting,  including  without  limitation by imposing  restrictions  on the
persons (other than stockholders of the Company or their duly appointed proxies)
who may attend any such  stockholders'  meeting,  by  ascertaining  whether  any
stockholder  or his proxy may be excluded  from any meeting of the  stockholders
based upon any determination by the presiding  officer,  in his sole discretion,
that  any  such  person  has  unduly  disrupted  or is  likely  to  disrupt  the
proceedings  thereat,  and by determining the  circumstances in which any person
may make a statement or ask questions at any meeting of the stockholders.

                  (b) At any  annual  meeting  of the  stockholders,  only  such
business  will be  conducted or  considered  as is properly  brought  before the
meeting.  To be properly brought before an annual meeting,  business must be (i)
specified in the notice of meeting (or any  supplement  thereto)  given by or at
the direction of the Board in accordance with By-Law 4, (ii) otherwise

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properly  brought  before the meeting by the  presiding  officer or by or at the
direction  of a  majority  of the  Whole  Board,  or  (iii)  otherwise  properly
requested to be brought  before the meeting by a  stockholder  of the Company in
accordance with By-Law 8(c).

                  (c) For business to be properly  requested by a stockholder to
be brought before an annual meeting,  the stockholder  must (i) be a stockholder
of the Company of record at the time of the giving of the notice for such annual
meeting provided for in these By-Laws, (ii) be entitled to vote at such meeting,
and (iii) have given timely notice  thereof in writing to the  Secretary.  To be
timely,  a  stockholder's  notice must be delivered to or mailed and received at
the  principal  executive  offices of the Company not less than 60 calendar days
prior  to the  annual  meeting;  provided,  however,  that in the  event  public
announcement  of the date of the annual meeting is not made at least 75 calendar
days prior to the date of the annual  meeting,  notice by the  stockholder to be
timely  must be so  received  not later than the close of  business  on the 10th
calendar day following the day on which public announcement is first made of the
date of the annual  meeting.  A  stockholder's  notice to the Secretary must set
forth as to each  matter the  stockholder  proposes  to bring  before the annual
meeting (A) a  description  in reasonable  detail of the business  desired to be
brought before the annual  meeting and the reasons for conducting  such business
at the annual meeting, (B) the name and address, as they appear on the Company's
books, of the stockholder  proposing such business and the beneficial  owner, if
any, on whose behalf the proposal is made, (C) the class and number of shares of
the  Company  that are  owned  beneficially  and of  record  by the  stockholder
proposing such business and by the beneficial owner, if any, on whose behalf the
proposal is made, and (D) any material  interest of such  stockholder  proposing
such business and the beneficial  owner, if any, on whose behalf the proposal is
made in such  business.  A  stockholder  must also  comply  with all  applicable
requirements of the Securities  Exchange Act of 1934, as amended,  and the rules
and regulations  thereunder with respect to the matters set forth in this By-Law
B(c).  For  purposes of this By-Law  8(c) and By-Law 13,  "public  announcement"
means  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 Company with the  Securities  and Exchange  Commission  pursuant to
Sections 13, 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or
furnished to stockholders.  Nothing in this By-Law 8(c) will be deemed to affect
any rights of  stockholders  to request  inclusion of proposals in the Company's
proxy  statement  pursuant to Rule 14a-8 under the  Securities  Exchange  Act of
1934, an amended.

                  (d) At a special meeting of  stockholders,  only such business
may be conducted or considered as is properly brought before the meeting.  To be
properly brought before a special meeting, business must be (i) specified in the
notice of the meeting (or any  supplement  thereto) given by or at the direction
of the Chairman or a majority of the Whole Board in accordance  with By-Law 4 or
(ii) otherwise  properly brought before the meeting by the presiding  officer or
by or at the direction of a majority of the Whole Board.

                  (e) The  determination  of whether any  business  sought to be
brought  before any annual or special  meeting of the  stockholders  is properly
brought before such meeting in

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accordance  with this  By-Law 8 will be made by the  presiding  officer  of such
meeting.  If the presiding officer  determines that any business is not properly
brought  before such  meeting,  he or she will so declare to the meeting and any
such business will not be conducted or considered.


                                    DIRECTORS

                  9.  Function.  The business and affairs of the Company will be
managed under the direction of its Board.

                  10. Number, Election, and Terms. (a) Subject to the rights, if
any,  of any  series of  Preferred  Stock to elect  additional  Directors  under
circumstances  specified in a Preferred Stock Designation and to the minimum and
maximum  number  of  authorized   Directors   provided  in  the  Certificate  of
Incorporation, the authorized number of Directors may be determined from time to
time only by a vote of a majority of the Whole Board. The Directors,  other than
those who may be elected by the  holders of any series of the  Preferred  Stock,
will be classified with respect to the time for which they severally hold office
in accordance with the Certificate of Incorporation.

                  (b)  Notwithstanding  anything contained in the Certificate of
Incorporation or these By-Laws to the contrary,  the term of any Director who is
also an officer of the Company will terminate automatically, without any further
action on the part of the Board or such Director,  upon the  termination for any
reason of such  Director in his or her  capacity  as an officer of the  Company.
Notwithstanding  anything contained in the Certificate of Incorporation or these
ByLaws to the contrary, the affirmative vote of at least 66-23% of the Directors
then in office  will be  required  to  amend,  repeal,  or adopt  any  provision
inconsistent with this By-Law 10(b).

                  11. Vacancies and Newly Created Directorships.  Subject to the
rights,  if any,  of the  holders  of any  series  of  Preferred  Stock to elect
additional  Directors  under  circumstances   specified  in  a  Preferred  Stock
Designation,  newly  created  directorships  resulting  from any increase in the
number of  Directors  and any  vacancies  on the  Board  resulting  from  death,
resignation, disqualification,  removal, or other cause will be filled solely by
the  affirmative  vote of a majority of the remaining  Directors then in office,
even though less than a quorum of the Board,  or by a sole  remaining  Director;
provided,  however,  that  at the  sole  option  of  the  Board,  effected  by a
resolution  of the  Board of  Directors,  one or more  such  vacancies  or newly
created  directorships  may be filled by the  stockholders  at a meeting  of the
stockholders  called  by  the  Board  of  Directors.  Any  Director  elected  in
accordance with the preceding sentence will hold office for the remainder of the
full term of the class of Directors in which the new directorship was created or
the  vacancy  occurred  and until  such  Director's  successor  is  elected  and
qualified.  No decrease in the number of Directors  constituting  the Board will
shorten the term of an incumbent Director.

                  12. Removal.  Subject to the rights, if any, of the holders of
any series of Preferred Stock to elect additional  Directors under circumstances
specified in a Preferred Stock

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Designation,  any Director may be removed from office by the  stockholders  only
for cause and only in the manner  provided in the  Certificate of  Incorporation
and, if applicable, any amendment to this By-Law 12.

                  13.  Nominations  of Directors:  Election.  (a) Subject to the
rights,  if any,  of the  holders  of any  series  of  Preferred  Stock to elect
additional  Directors  under  circumstances   specified  in  a  Preferred  Stock
Designation,  only persons who are  nominated in  accordance  with the following
procedures  will be  eligible  for  election  at a meeting  of  stockholders  as
Directors of the Company.

                  (b)  Nominations  of persons for  election as Directors of the
Company may be made only at an annual meeting of  stockholders  (i) by or at the
direction of the Board or (ii) by any stockholder who is a stockholder of record
at the time of giving of notice  provided for in this By-Law 13, who is entitled
to vote for the election of Directors at such meeting, and who complies with the
procedures set forth in this By-Law 13. All nominations by stockholders  must be
made pursuant to timely notice in proper written form to the Secretary.

                  (c) To be timely, a stockholder's  notice must be delivered to
or mailed and  received at the  principal  executive  offices of the Company not
less  than 60  calendar  days  prior  to the  annual  meeting  of  stockholders;
provided, however, that in the event that public announcement of the date of the
annual  meeting is not made at least 75  calendar  days prior to the date of the
annual  meeting,  notice by the  stockholder to be timely must be so received no
later than the close of business on the 10th  calendar day  following the day an
which public announcement is first made of the date of the annual meeting. To be
in proper written form, such stockholder's  notice must set forth or include (i)
the name and address,  as they appear on the Company's books, of the stockholder
giving the notice  and of the  beneficial  owner,  if any,  on whose  behalf the
nomination is made; (ii) a representation that the stockholder giving the notice
is a holder of record of stock of the  Company  entitled  to vote at such annual
meeting  and  intends to appear in person or by proxy at the  annual  meeting to
nominate  the person or persons  specified  in the  notice;  (iii) the class and
number of shares of stock of the Company owned beneficially and of record by the
stockholder  giving  the  notice and by the  beneficial  owner,  if any on whose
behalf  the  nomination  is made;  (iv) a  description  of all  arrangements  or
understandings  between or among any of (A) the  stockholder  giving the notice,
(B) the beneficial  owner on whose behalf the notice is given, (C) each nominee,
and (D) any other person or persons (naming such person or persons)  pursuant to
which the nomination or nominations are to be made by the stockholder giving the
notice;  (v) such other  information  regarding  each  nominee  proposed  by the
stockholder  giving the notice as would be  required  to be  included in a proxy
statement  filed  pursuant to the proxy  rules of the  Securities  and  Exchange
Commission had the nominee been nominated,  or intended to be nominated,  by the
Board; and (vi) the signed consent of each nominee to serve as a Director of the
Company if so elected.  At the request of the Board, any person nominated by the
Board for election as a Director must furnish to the Secretary that  information
required to be set forth in a stockholder's  notice of nomination which pertains
to the nominee.  The presiding  officer of any annual meeting will, if the facts
warrant,  determine  that a  nomination  was not  made in  accordance  with  the
procedures

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prescribed  by this By-Law 13, and if he or she should so  determine,  he or she
will so declare to the meeting and the defective nomination will be disregarded.
A  stockholder  must  also  comply  with  all  applicable  requirements  of  the
Securities  Exchange  Act of 1934,  as  amended,  and the rules and  regulations
thereunder with respect to the matters set forth in this By-Law 13.

                  14. Resignation. Any Director may resign at any time by giving
written  notice  of his  resignation  to the  Chairman  or  the  Secretary.  Any
resignation  will be  effective  upon  actual  receipt by any such person or, if
later, as of the date and time specified in such written notice.

                  15.  Regular  Meetings.  Regular  meetings of the Board may be
held immediately  after the annual meeting of the stockholders and at such other
time and place  either  within or without the State of Delaware as may from time
to time be determined by the Board. Notice of regular meetings of the Board need
not be given.

                  16.  Special  Meetings.  Special  meetings of the Board may be
called by the Chairman or the  President on one day's notice to each Director by
whom such notice is not waived,  given either personally or by mail,  telephone,
telegram,  telex,  facsimile,  or similar medium of  communication,  and will be
called by the Chairman or the President in like manner and on like notice on the
written request of three or more Directors. Special meetings of the Board may be
held at such time and place either within or without the State of Delaware as is
determined by the Board or specified in the notice of any such meeting.

                  17.  Quorum.  At all meetings of the Board,  a majority of the
total  number of  Directors  then in office  will  constitute  a quorum  for the
transaction of business. Except for the designation of committees as hereinafter
provided and except for actions  required by these ByLaws or the  Certificate of
Incorporation  to be  taken  by a  majority  of the  Whole  Board,  the act of a
majority of the Directors present at any meeting at which there is a quorum will
be the act of the Board. If a quorum is not present at any meeting of the Board,
the  Directors  present  thereat may  adjourn  the meeting  from time to time to
another  place,  time, or date,  without notice other than  announcement  at the
meeting, until a quorum is present.

                  18. Participation in Meetings by Telephone Conference. Members
of the Board or any  committee  designated  by the Board  may  participate  in a
meeting  of the  Board or any such  committee,  as the case may be,  by means of
telephone conference or similar means by which all persons  participating in the
meeting can hear each other, and such participation in a meeting will constitute
presence in person at the meeting.

                  19.  Committees.  (a) The  Board,  by  resolution  passed by a
majority of the Whole Board,  will designate an executive and finance  committee
("Executive and Finance Committee") of not less than three members of the Board,
one of whom will be the Chairman.  The Executive and Finance Committee will have
and may  exercise  the  powers of the  Board,  except  the power to amend  these
By-Laws or the Certificate of Incorporation (except, to the extent authorized by
a resolution of the Whole Board, to fix the designation,  preferences, and other
terms

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of  any  series  of   Preferred   Stock),   adopt  an  agreement  of  merger  or
consolidation, authorize the issuance of stock, declare a dividend, or recommend
to the stockholders the sale,  lease, or exchange of all or substantially all of
the Company's property and assets, a dissolution of the Company, or a revocation
of a dissolution, and except an otherwise provided by law.

                  (b) The Board, by resolution passed by a majority of the Whole
Board, may designate one or more additional  committees,  each such committee to
consist of one or more Directors and each to have such lawfully delegable powers
and duties as the Board may confer.

                  (c)  The  Executive  and  Finance  Committee  and  each  other
committee  of the Board  will  serve at the  pleasure  of the Board or as may be
specified in any  resolution  from time to time adopted by the Board.  The Board
may designate one or more Directors as alternate  members of any such committee,
who may  replace  any  absent  or  disqualified  member at any  meeting  of such
committee.   In  lieu  of  such   action  by  the  Board,   in  the  absence  or
disqualification  of any member of a committee of the Board, the members thereof
present at any such meeting of such committee and not disqualified  from voting,
whether or not they 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.

                  (d) Except as otherwise  provided in these  By-Laws or by law,
any  committee  of the Board,  to the  extent  provided  in By-Law  19(a) or, if
applicable,  in the resolution of the Board,  will have and may exercise all the
powers and  authority  of the Board in the  direction of the  management  of the
business and affairs of the Company.  Any such committee designated by the Board
will have such name as may be determined from time to time by resolution adopted
by the  Board.  Unless  otherwise  prescribed  by the Board,  a majority  of the
members  of any  committee  of the  Board  will  constitute  a  quorum  for  the
transaction of business,  and the act of a majority of the members  present at a
meeting  at  which  there is a quorum  will be the act of such  committee.  Each
committee  of the Board may  prescribe  its own rules for  calling  and  holding
meetings and its method of  procedure,  subject to any rules  prescribed  by the
Board, and will keep a written record of all actions taken by it.

                  20.  Compensation.  The Board may establish  the  compensation
for, and reimbursement of the expenses of, Directors for membership on the Board
and on  committees  of the  Board,  attendance  at  meetings  of  the  Board  or
committees of the Board,  and for other  services by Directors to the Company or
any of its majority-owned subsidiaries.

                  21. Rules.  The Board may adopt rules and  regulations for the
conduct of meetings and the  oversight of the  management  of the affairs of the
Company.


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                                     NOTICES

                  22.  Generally.  Except as  otherwise  provided by law,  these
By-Laws,  or the  Certificate  of  Incorporation,  whenever  by law or under the
provisions  of the  Certificate  of  Incorporation  or these  By-Laws  notice in
required to be given to any Director or stockholder, it will not be construed to
require  personal  notice,  but such  notice may be given in  writing,  by mail,
addressed to such  Director or  stockholder,  at the address of such Director or
stockholder  as it appears on the records of the Company,  with postage  thereon
prepaid, and such notice will be deemed to be given at the time when the same is
deposited in the United  States mail.  Notice to Directors  may also be given by
telephone,  telegram, telex, facsimile, or similar medium of communication or as
otherwise nay be permitted by these By-Laws.

                  23.  Waivers.  Whenever  any notice is required to be given by
law or  under  the  provisions  of the  Certificate  of  Incorporation  or these
By-Laws,  a waiver thereof in writing,  signed by the person or persons entitled
to such notice,  whether  before or after the time of the event for which notice
is to be given, will be deemed equivalent to such notice. Attendance of a person
at a meeting will 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.


                                    OFFICERS

                  24. Generally.  The officers of the Company will be elected by
the Board and will consist of a Chairman, a Chief Executive Officer, a President
(who may also be the Chief Executive Officer), a Secretary, and a Treasurer. The
Board of Directors may also choose any or all of the following: one or more Vice
Chairmen  (which Vice Chairman for all purposes shall possess all the rights and
powers of the  Chairman),  one or more  Assistants to the Chairman,  one or more
Vice  Presidents  (who may be given  particular  designations  with  respect  to
authority,  function,  or  seniority),  and such other officers as the Board may
from time to time determine.  Notwithstanding the foregoing,  by specific action
the Board may authorize the Chairman,  or the President to appoint any person to
any office other than Chairman,  President,  Secretary, or Treasurer. Any number
of offices may be held by the same person. Any of the offices may be left vacant
from time to time as the  Board may  determine.  In the case of the  absence  or
disability  of any  officer  of the  Company  or for  any  other  reason  deemed
sufficient  by a majority  of the Board,  the Board may  delegate  the absent or
disabled officer's powers or duties to any other officer or to any Director.

                  25. Compensation.  The compensation of all officers and agents
of the Company who are also  Directors of the Company will be fixed by the Board
or by a committee of the Board. The Board may fix, or delegate the power to fix,
the  compensation  of other  officers and agents of the Company to an officer of
the Company.

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                  26.  Succession.  The officers of the Company will hold office
until their successors are elected and qualified.  Any officer may be removed at
any time by the affirmative  vote of a majority of the Whole Board.  Any vacancy
occurring  in any  office  of the  Company  may be filled by the Board or by the
Chairman as provided in By-Law 24.

                  27. Authority and Duties.  Each of the officers of the Company
will  have such  authority  and will  perform  such  duties  as are  customarily
incident to their respective offices or as may be specified from time to time by
the Board.


                                      STOCK

                  28. Certificates. Certificates representing shares of stock of
the  Company  will be in such form as is  determined  by the  Board,  subject to
applicable  legal  requirements.  Each such certificate will be numbered and its
issuance recorded in the books of the Company, and such certificate will exhibit
the holder's name and the number of shares and will be signed by, or in the name
of, the Company by the Chairman and the Secretary or an Assistant Secretary,  or
the Treasurer or an Assistant Treasurer, and will also be signed by, or bear the
facsimile  signature  of, a duly  authorized  officer  or agent of any  properly
designated  transfer agent of the Company.  Any or all of the signatures and the
seal of the Company, if any, upon such certificates may be facsimiles, engraved,
or printed.  Such certificates may be issued and delivered  notwithstanding that
the person whose facsimile  signature appears thereon may have ceased to be such
officer at the time the certificates are issued and delivered.

                  29.  Classes  of Stock.  The  designations,  preferences,  and
relative participating, optional, or other special rights of the various classes
of stock or series thereof, and the qualifications, limitations, or restrictions
thereof,  will be set  forth  in full or  summarized  on the face or back of the
certificates  which  the  Company  issues  to  represent  its  stock or, in lieu
thereof,  such  certificates will set forth the office of the Company from which
the holders of certificates may obtain a copy of such information.

                  30. Lost, Stolen, or Destroyed Certificates. The Secretary may
direct  a new  certificate  or  certificates  to  be  issued  in  place  of  any
certificate or  certificates  theretofore  issued by the Company alleged to have
been lost,  stolen, or destroyed,  upon the making of an affidavit of that fact,
satisfactory  to the Secretary,  by the person claiming the certificate of stock
to be lost, stolen, or destroyed.  As a condition precedent to the issuance of a
new  certificate or  certificates,  the Secretary may require the owners of such
lost,  stolen,  or destroyed  certificate or  certificates to give the Company a
bond in such sum and with such surety or sureties as the Secretary may direct as
indemnity  against any claims that may be made  against the Company with respect
to the  certificate  alleged  to have been lost,  stolen,  or  destroyed  or the
issuance of the new certificate.


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                  31. Record Dates.  (a) In order that the Company may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment  thereof,  the Board may fix a record date, which will not be
more than 60 nor less than 10 calendar days before the date of such meeting.  If
no  record  date  is  fixed  by the  Board,  the  record  date  for  determining
stockholders  entitled to notice of or to vote at a meeting of stockholders will
be at the close of business on the calendar day next  preceding the day on which
notice is  given,  or, if notice  is  waived,  at the close of  business  on the
calendar  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 the  stockholders  will  apply to any  adjournment  of the  meeting;
provided,  however,  that the Board may fix a new record date for the  adjourned
meeting.

                  (b) In order that the Company 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 may fix a record date,  which record date will not be
more than 60 calendar days prior to such action. If no record date is fixed, the
record date for  determining  stockholders  for any such  purpose will be at the
close of business on the calendar  day on which the Board adopts the  resolution
relating thereto.

                  (c) The Company  will be entitled to treat the person in whose
name any share of its stock is registered as the owner thereof for all purposes,
and will not be bound to recognize  any equitable or other claim to, or interest
in, such share on the part of any other  person,  whether or not the Company has
notice thereof, except as expressly provided by applicable law.


                                 INDEMNIFICATION

                  32. Damages and Expenses.  (a) Without limiting the generality
or effect of Article Ninth of the Certificate of Incorporation, the Company will
go the fullest extent  permitted by applicable  law as then in effect  indemnify
any person (an  "Indemnitee")  who is or was  involved in any manner  (including
without  limitation  as a party or a  witness)  or is  threatened  to be made so
involved in any threatened, pending, or completed investigation,  claim, action,
suit, or proceeding, whether civil, criminal,  administrative,  or investigative
(including without limitation any action, suit, or proceeding by or in the right
of the Company to procure a judgment in its favor) (a "Proceeding") by reason of
the fact that such person is or was or had agreed to become a director, officer,
employee,  or agent of the  Company,  or is or was serving at the request of the
Board or an officer of the Company as a director, officer, employee, or agent of
another  corporation,  partnership,  joint venture,  trust, or other enterprise,
whether for profit or not for profit,  or anything done or not by such person in
any such capacity,  against all expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement  actually and reasonably  incurred by such
person  in  connection  with such  proceeding.  Such  indemnification  will be a
contract  right and will include the right to receive  payment in advance of any
expenses  incurred by an  Indemnitee  in connection  with such  Proceeding  upon
receipt of an undertaking by or on behalf of

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such person to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Company as authorized by this By-Law 32 or
otherwise.

                  (b) The right of  indemnification  provided  in this By-Law 32
will  not be  exclusive  of  any  other  rights  to  which  any  person  seeking
indemnification  may otherwise be entitled and will be applicable to Proceedings
commenced or continuing  after the adoption of this By-Law 32,  whether  arising
from acts or emissions occurring before or after such adoption.

                  (c) The  indemnification  and advancement of expenses provided
by, or granted pursuant to, this By-Law 32 shall, unless otherwise provided when
authorized or ratified, continue as to a person-who has ceased to be a director,
officer,  employee,  or agent  and  shall  inure to the  benefit  of the  heirs,
executors, and administrators of such person.

                  33.  Insurance,   Contracts,  and  Funding.  The  Company  may
purchase and maintain insurance to protect itself and any Indemnitee against any
expenses,  judgments,  fines,  and amounts paid in settlement or incurred by any
Indemnitee  in  connection  with any  Proceeding  referred  to in  By-Law  32 or
otherwise,  to the fullest extent permitted by applicable law as then in effect.
The Company may enter into contracts with any person entitled to indemnification
under  By-Law 32 or  otherwise,  and may create a trust  fund,  grant a security
interest,  or use other means (including  without limitation a letter of credit)
to  ensure  the  payment  of  such   amounts  as  may  be  necessary  to  effect
indemnification as provided in By-Law 32.


                                     GENERAL

                  34.  Fiscal  Year.  The fiscal  year of the  Company  will end
December  31st of each year or such other date as may be fixed from time to time
by the Board.

                  35.  Seal.  The Board may adopt a  corporate  seal and use the
same by  causing  it or a  facsimile  thereof  to be  impressed  or  affixed  or
reproduced or otherwise.

                  36. Reliance upon Books,  Reports, and Records. Each Director,
each  member of a committee  designated  by the Board,  and each  officer of the
Company will, in the  performance  of his or her duties,  be fully  protected in
relying in good faith upon the records of the Company and upon such information,
opinions,  reports,  or  statements  presented  to  the  Company  by  any of the
Company's  officers or employees,  or  committees of the Board,  or by any other
person or entity as to  matters  the  Director,  committee  member,  or  officer
believes are within such other person's  professional  or expert  competence and
who has been selected with reasonable care by or on behalf of the Company.


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                  37. Time  Periods.  In applying any provision of these By-Laws
that  requires  that an act be done or not be done a  specified  number  of days
prior to an event or that an act be done during a period of a  specified  number
of  days  prior  to an  event,  calendar  days  will be  used  unless  otherwise
specified,  the day of the doing of the act will be excluded, and the day of the
event will be included.

                  38. Amendments.  Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws,  these By-Laws or any of them may
be amended in any respect or repealed at any time,  either (i) at any meeting of
stockholders,  provided that any  amendment or  supplement  proposed to be acted
upon at any such meeting has been described or referred to in the notice of such
meeting, or (ii) at any meeting of the Board, provided that no amendment adopted
by  the  Board  may  vary  or  conflict  with  any  amendment   adopted  by  the
stockholders.

                  39.  Certain  Defined  Terms.  Terms used herein with  initial
capital-letters that are not otherwise defined are used herein as defined in the
Certificate of Incorporation.

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