Exhibit 4.2

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                RAYTHEON COMPANY

                            (As of December 19, 2001)

                   Incorporated under the Laws of the State of
                                    Delaware






                                    ARTICLE I
                               Offices and Records

                  Section 1.1.  Delaware  Office.  The  principal  office of the
Corporation in the State of Delaware shall be located in the City of Wilmington,
County of New Castle,  and the name and address of its  registered  agent is The
Corporation Trust Company, 1209 Orange Street in the City of Wilmington,  County
of New Castle.

                  Section 1.2.  Other  Offices.  The  Corporation  may have such
other offices,  either within or outside the State of Delaware,  as the Board of
Directors of the  Corporation  (the "Board") may designate or as the business of
the Corporation may from time to time require.

                  Section 1.3.  Books and Records.  The books and records of the
Corporation may be kept outside the State of Delaware at such place or places as
may from time to time be designated by the Board.

                                   ARTICLE II
                                  Stockholders

                  Section  2.1.  Annual  Meeting.  The  annual  meeting  of  the
stockholders of the  Corporation  shall be held on such date and at such time as
may be fixed by resolution of the Board.

                  Section 2.2. Special Meeting.  Except as otherwise required by
law and  subject  to the  rights of the  holders of any class or series of stock
having a preference  over the Common Stock as to dividends or upon  liquidation,
special  meetings of stockholders of the Corporation for any purpose or purposes
may be called only by (i) the Board pursuant to a resolution stating the purpose
or purposes  thereof  approved by a majority  of the total  number of  directors
which the Corporation  would have if there were no vacancies (the "Whole Board")
or (ii) by the Chairman of the Board.  No business other than that stated in the
notice shall be transacted at any special meeting.


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                  Section  2.3.  Place of Meeting.  The Board or the Chairman of
the Board, as the case may be, may designate the place of meeting for any annual
meeting or for any special meeting of the stockholders.  If no designation is so
made, the place of meeting shall be the principal office of the Corporation.

                  Section  2.4.  Notice of  Meeting.  Written or printed  notice
stating  (i) the place,  day and hour of the  meeting,  and (ii) the  purpose or
purposes for which the meeting is called,  shall be delivered by the Corporation
not less than 10 calendar days nor more than 60 calendar days before the date of
the  meeting,  either  personally  or by mail,  to each  stockholder  of  record
entitled to vote at such meeting.  If mailed,  such notice shall be deemed to be
delivered when deposited in the United States mail with postage thereon prepaid,
addressed to the stockholder at such person's address as it appears on the stock
transfer books of the Corporation.  Such further notice shall be given as may be
required by law. 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.  Meetings  may be held  without  notice if all
stockholders  entitled to vote are present,  or if notice is waived by those not
present  in  accordance  with  Section  6.4 of  these  By-Laws.  Any  previously
scheduled meeting of the stockholders may be postponed,  and any special meeting
of the  stockholders  may be canceled,  by  resolution  of the Board upon public
notice  given  prior to the  date  previously  scheduled  for  such  meeting  of
stockholders.

                  Section  2.5.  Quorum  and  Adjournment;   Voting.  Except  as
otherwise provided by law or by the Restated Certificate of Incorporation of the
Corporation  (as amended and in effect from time to time,  the  "Certificate  of
Incorporation"),  the  holders  of  a  majority  of  the  voting  power  of  all
outstanding  shares  of  capital  stock  of the  Corporation  entitled  to  vote
generally in the election of directors  (the  "Voting  Stock"),  represented  in
person or by proxy,  shall  constitute  a quorum at a meeting  of  stockholders,
except  that when  specified  business is to be voted on by a class or series of
stock  voting as a class,  the  holders of a majority of the shares of each such
class or  series  shall  constitute  a quorum of such  class or  series  for the
transaction of such business and a quorum of each such class or series  entitled
to vote thereon shall be required to act. To the extent that a quorum is present
with respect to  consideration  of and action on a particular  matter or matters
but a quorum is not present as to another  matter or matters,  consideration  of
and  action on the matter or  matters  for which a quorum is present  may occur,
and,  after such  consideration  and action,  the meeting may be  adjourned  for
purposes of the consideration of and action on the matter or matters for which a
quorum is not present.  The Chairman of the meeting may adjourn the meeting from
time to time,  whether or not there is such a quorum.  No notice of the time and
place of  adjourned  meetings  need be given  except  as  required  by law.  The
stockholders  present at a duly called  meeting at which a quorum is present may
continue to transact business until adjournment,  notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

                  Section  2.6.  Proxies.  At all  meetings of  stockholders,  a
stockholder may vote by proxy executed in writing (or in such manner  prescribed
by the General  Corporation  Law of the State of Delaware  (the  "DGCL")) by the
stockholder, or by such person's duly authorized attorney in fact.

                  Section 2.7. Notice of Stockholder Business and Nominations.


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<PAGE>

                  (A) Annual Meetings of Stockholders.

                  (1)  Nominations  of persons for election to the Board 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 2.4 of these By-Laws,  (b) by or at the direction of
the Board, 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.

                  (2) For  nominations or other business to be properly  brought
before an annual  meeting by a  stockholder  pursuant to clause (c) of paragraph
(A)(l) of this By-Law,  the stockholder must have given timely notice thereof in
writing  to the  Secretary  of the  Corporation  and such  other  business  must
otherwise  be  a  proper  matter  for  stockholder   action.  To  be  timely,  a
stockholder's  notice  shall be  delivered  to the  Secretary  at the  principal
executive offices of the Corporation not later than the close of business on the
90th  calendar day nor earlier than the close of business on the 120th  calendar
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  calendar  days  before  or more  than  60  calendar  days  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  calendar day prior to such
annual meeting and not later than the close of business on the later of the 90th
calendar day prior to such annual meeting or the 10th calendar day following the
calendar day on which public  announcement  of the date of such meeting is first
made by the  Corporation.  In no  event  shall  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 or  re-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  that the
stockholder  proposes to bring before the meeting,  a brief  description  of the
business  desired to be brought  before the meeting,  the reasons for conducting
such business at the meeting and any financial 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.

                  (3)  Notwithstanding   anything  in  the  second  sentence  of
paragraph (A)(2) of this By-Law to the contrary, in the event that the number of
directors  to be  elected  to the  Board is  increased  and  there is no  public
announcement  by the  Corporation  naming all of the  nominees  for  director or
specifying  the size of the increased  Board at least 100 calendar days prior to
the first  anniversary of the preceding  year's annual meeting,  a stockholder's
notice  required by this By-Law shall 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


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<PAGE>

of the Corporation not later than the close of business on the 10th calendar day
following  the day on  which  such  public  announcement  is  first  made by the
Corporation.

                  (B) 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 under Section 2.4 of these By-Laws.  Nominations
of  persons  for  election  to the  Board 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,  or (b) provided that
the Board has determined that directors shall be elected at such meeting, by any
stockholder  of the  Corporation  who is a stockholder  of record at the time of
giving of notice  provided for in 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 directors to the Board,  any 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 pursuant to such
clause (b), if the  stockholder's  notice  required by paragraph  (A)(2) of this
By-Law shall be delivered to the Secretary at the principal executive offices of
the Corporation not earlier than the close of business on the 120th calendar day
prior to such  special  meeting  and not later than the close of business on the
later  of the  90th  calendar  day  prior to such  special  meeting  or the 10th
calendar 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 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.

                  (C) General.

                  (1) Only such persons who are nominated in accordance with the
procedures  set forth in this By-Law 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
this  By-Law.   Except  as  otherwise   provided  by  law,  the  Certificate  of
Incorporation or these By-Laws, the Chairman 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 this By-Law and, if any  proposed
nomination  or business is not in compliance  with this By-Law,  to declare that
such defective proposal or nomination shall be disregarded.

                  (2) For purposes of this By-Law,  "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 Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

                  (3) Notwithstanding the foregoing provisions of this By-Law, 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 this  By-Law.  Nothing  in this  By-Law  shall be deemed to affect  any
rights  (i)  of   stockholders   to  request   inclusion  of  proposals  in  the


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<PAGE>

Corporation's  proxy  statement  pursuant to Rule 14-8 under the Exchange Act or
(ii) of the holders of any series of Preferred Stock to elect directors under an
applicable  Preferred  Stock  Designation  (as  defined  in the  Certificate  of
Incorporation).

                  Section 2.8.  Procedure  for Election of  Directors;  Required
Vote.  Election  of  directors  at all  meetings  of the  stockholders  at which
directors  are to be elected shall be by ballot,  and,  subject to the rights of
the  holders  of any  series  of  Preferred  Stock to elect  directors  under an
applicable  Preferred Stock  Designation,  a plurality of the votes cast thereat
shall elect directors.  Except as otherwise  provided by law, the Certificate of
Incorporation,  Preferred Stock  Designation,  or these By-Laws,  in all matters
other than the election of directors,  the affirmative vote of a majority of the
voting  power of the  shares  present in person or  represented  by proxy at the
meeting and entitled to vote on the matter shall be the act of the stockholders.

                  Section 2.9. Inspectors of Elections;  Opening and Closing the
Polls. The Board by resolution  shall appoint,  or shall authorize an officer of
the  Corporation  to  appoint,  one  or  more  inspectors,  which  inspector  or
inspectors  may  include   individuals   who  serve  the  Corporation  in  other
capacities,  including,  without limitation, as officers,  employees,  agents or
representatives,  to act at the  meetings  of  stockholders  and make a  written
report thereof. One or more persons may be designated as alternate inspectors to
replace any  inspector  who fails to act. If no inspector or alternate  has been
appointed to act or is able to act at a meeting of stockholders, the Chairman of
the meeting  shall appoint one or more  inspectors  to act at the meeting.  Each
inspector,  before discharging such person's duties, shall take and sign an oath
to execute  faithfully  the duties of  inspector  with strict  impartiality  and
according to the best of such person's ability.  The inspector(s) shall have the
duties  prescribed by law. The Chairman of the meeting shall fix and announce at
the  meeting  the date and time of the  opening and the closing of the polls for
each matter upon which the stockholders will vote at a meeting.

                  Section 2.10. No Stockholder  Action by Written  Consent.  Any
action required or permitted to be taken by the  stockholders of the Corporation
must be effected at a duly called annual or special  meeting of such holders and
may not be effected by any consent in writing by such holders.

                                   ARTICLE III
                               Board of Directors

                  Section 3.1.  General Powers.  The business and affairs of the
Corporation  shall be managed under the  direction of the Board.  In addition to
the powers and authorities by these By-Laws  expressly  conferred upon them, the
Board may  exercise  all such powers of the  Corporation  and do all such lawful
acts and things as are not by statute or by the Certificate of  Incorporation or
by these By-Laws required to be exercised or done by the stockholders.

                  Section 3.2.  Number and Tenure.  Except as otherwise fixed by
or pursuant to the provisions of Article IV of the Certificate of  Incorporation
relating to the rights of the  holders of any class or series of stock  having a
preference  over the Common Stock as to dividends or upon  liquidation  to elect
additional directors under specified circumstances,  the number of the directors
of the  Corporation  shall be as set  forth  in,  and  fixed  from  time to time
exclusively  in the  manner  set  forth in,  Article  VI of the  Certificate  of
Incorporation.


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<PAGE>

                  Section 3.3. Regular Meetings.  A regular meeting of the Board
shall be held without other notice than this By-Law  immediately  after,  and at
the same place as,  the  annual  meeting  of  stockholders.  The Board  may,  by
resolution,  provide  the time and place for the holding of  additional  regular
meetings without other notice than such resolution.

                  Section 3.4. Special  Meetings.  Special meetings of the Board
shall be called at the request of the Chairman of the Board,  the President or a
majority of the Board then in office.  The person or persons  authorized to call
special meetings of the Board may fix the place and time of the meetings.

                  Section  3.5.  Notice.   Notice  of  any  special  meeting  of
directors shall be given to each director at such person's business or residence
in writing by hand delivery,  first-class or overnight mail,  courier service or
facsimile  transmission,  or orally by telephone. If mailed by first-class mail,
such notice shall be deemed  adequately  delivered  when deposited in the United
States mails so addressed,  with postage  thereon  prepaid,  at least 5 calendar
days before such meeting.  If by overnight mail or courier service,  such notice
shall be  deemed  adequately  delivered  when the  notice  is  delivered  to the
overnight mail or courier service company at least 24 hours before such meeting.
If by facsimile  transmission,  such notice shall be deemed adequately delivered
when the notice is  transmitted  at least 12 hours  before such  meeting.  If by
telephone or by hand delivery, the notice shall be given at least 12 hours prior
to the time set for the meeting.  Neither the business to be transacted  at, nor
the purpose of, any regular or special meeting of the Board need be specified in
the notice of such meeting,  except for amendments to these By-Laws, as provided
under  Section 8.1. A meeting may be held at any time without  notice if all the
directors are present or if those not present waive notice of the meeting either
before or after such meeting.

                  Section  3.6.  Action by  Consent of Board of  Directors.  Any
action  required or  permitted to be taken at any meeting of the Board or of any
committee  thereof may be taken without a meeting if all members of the Board or
committee,  as the case may be, consent  thereto in writing,  and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

                  Section 3.7.  Conference  Telephone  Meetings.  Members of the
Board or any committee thereof may participate in a meeting of the Board or such
committee by means of conference telephone or similar  communications  equipment
by means of which all persons  participating in the meeting can hear each other,
and such participation in a meeting shall constitute  presence in person at such
meeting.

                  Section 3.8. Quorum. Subject to Section 3.9, a whole number of
directors  equal to at least a majority of the Whole Board  shall  constitute  a
quorum for the transaction of business, but if at any meeting of the Board there
shall be less than a quorum  present,  a majority of the  directors  present may
adjourn the meeting from time to time  without  further  notice.  The act of the
majority  of the  directors  present  at a meeting  at which a quorum is present
shall be the act of the Board. The directors present at a duly organized meeting
may  continue  to  transact  business  until  adjournment,  notwithstanding  the
withdrawal of enough directors to leave less than a quorum.


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                  Section 3.9.  Vacancies.  Except as otherwise  provided for or
fixed by or  pursuant  to the  provisions  of Article IV of the  Certificate  of
Incorporation  relating  to the rights of the  holders of any class or series of
stock  having  a  preference  over the  Common  Stock  as to  dividends  or upon
liquidation to elect  directors  under  specified  circumstances,  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 shall be filled in  accordance  with,  and any  director
elected to such newly  created  directorships  shall hold  office in  accordance
with, Article VI of the Certificate of Incorporation.  No decrease in the number
of  directors  constituting  the Board shall  shorten the term of any  incumbent
director.

                  Section 3.10. Committees. (a) The Board, by resolution adopted
by a majority of the Whole Board, may designate one or more committees which, to
the  extent   permitted  by  law,  may  exercise   such  powers  and  have  such
responsibilities  as shall be  specified  in the  designating  resolution.  Each
committee shall consist of two or more 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  any  member  of  such  committee  or
committees,  the  member or  members  thereof  present  at any  meeting  and not
disqualified from voting,  whether or not constituting 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. Each committee shall keep written minutes of
its proceedings and shall report such proceedings to the Board when required.

                  (b) A majority of any  committee  may determine its action and
fix the time  and  place of its  meetings,  unless  the  Board  shall  otherwise
provide.  Notice of such meetings shall be given to each member of the committee
in the manner provided for in Section 3.5 of these By-Laws. The Board shall have
power at any time to fill  vacancies  in, to  change  the  membership  of, or to
dissolve any such committee. Nothing herein shall be deemed to prevent the Board
from appointing one or more committees consisting in whole or in part of persons
who  are not  directors  of the  Corporation;  provided,  however,  that no such
committee shall have or may exercise any authority of the Board.

                  Section 3.11. Removal. Any director may be removed from office
only in accordance with Article VI of the Certificate of Incorporation.

                  Section  3.12.  Records.  The Board  shall  cause to be kept a
record  containing  the minutes of the  proceedings of the meetings of the Board
and of the stockholders, appropriate stock books and registers and such books of
records and accounts as may be necessary for the proper  conduct of the business
of the Corporation.

                                   ARTICLE IV
                                    Officers

                  Section 4.1.  Elected  Officers.  The elected  officers of the
Corporation  shall be a Chairman  of the Board,  a Chief  Financial  Officer,  a
Secretary, a Treasurer, and such other officers (including,  without limitation,
a President,  Senior Vice  Presidents  and Executive  Vice  Presidents  and Vice
Presidents) as the Board from time to time may deem proper.  The Chairman of the
Board  shall be chosen from among the  directors.  All  officers  elected by the
Board  shall


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<PAGE>

each have such  powers  and  duties as  generally  pertain  to their  respective
offices,  subject to the specific  provisions  of this Article IV. Such officers
shall also have such powers and duties as from time to time may be  conferred by
the Board or by any committee  thereof.  The Board or any committee  thereof may
from time to time elect,  or the Chairman of the Board or President may appoint,
such  other  officers  (including  one or  more  Vice  Presidents,  Controllers,
Assistant  Secretaries  and  Assistant  Treasurers),  as  may  be  necessary  or
desirable  for the  conduct  of the  business  of the  Corporation.  Such  other
officers and agents shall have such duties and shall hold their offices for such
terms as shall be provided in these By-Laws or as may be prescribed by the Board
or such committee or by the Chairman of the Board or President,  as the case may
be.

                  Section 4.2. Election and Term of Office. The elected officers
of the Corporation shall be elected annually by the Board at the regular meeting
of the Board held after the annual meeting of the stockholders.  If the election
of officers  shall not be held at such meeting,  such election  shall be held as
soon  thereafter  as  convenient.  Each  officer  shall hold  office  until such
person's  successor  shall have been duly  elected and shall have  qualified  or
until  such  person's  death or until  such  person  shall  resign or be removed
pursuant to Section 4.9.

                  Section 4.3. Chairman of the Board;  Chief Executive  Officer.
The Chairman of the Board shall preside at all meetings of the  stockholders and
of the Board and shall be the Chief Executive  Officer of the  Corporation.  The
Chairman of the Board shall be  responsible  for the general  management  of the
affairs of the  Corporation  and shall  perform  all duties  incidental  to such
person's  office  which may be required by law and all such other  duties as are
properly  required of such person by the Board.  The Chairman of the Board shall
make  reports to the Board and the  stockholders,  and shall see that all orders
and  resolutions  of the Board and of any  committee  thereof are  carried  into
effect. The Chairman of the Board may also serve as President,  if so elected by
the Board.  The directors also may elect a Vice-Chairman  to act in the place of
the Chairman upon his or her absence or inability to act.

                  Section 4.4.  Chief  Financial  Officer.  The Chief  Financial
Officer shall be the principal  financial  officer of the  Corporation and shall
have such  powers and shall  perform  such  duties as shall be  assigned to such
person by the Board.

                  Section 4.5. President.  The President, if any, shall act in a
general  executive  capacity  and shall  assist the Chairman of the Board in the
administration   and  operation  of  the  Corporation's   business  and  general
supervision of its policies and affairs.  The President,  if he or she is also a
director,  shall,  in the absence of or because of the  inability  to act of the
Chairman  of the  Board,  perform  all duties of the  Chairman  of the Board and
preside at all meetings of stockholders and of the Board.

                  Section 4.6. Vice  Presidents.  Each Senior Vice President and
Executive Vice President and any Vice President shall have such powers and shall
perform such duties as shall be assigned to such person by the Board.

                  Section 4.7.  Treasurer.  The Treasurer shall exercise general
supervision  over the receipt,  custody and disbursement of corporate funds. The
Treasurer shall cause the funds of the Corporation to be deposited in such banks
as may be  authorized  by the Board,  or in such banks as may be  designated  as
depositories  in the manner  provided by resolution of the Board.


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<PAGE>

The Treasurer  shall have such further powers and duties and shall be subject to
such directions as may be granted or imposed from time to time by the Board, the
Chairman of the Board, the President, if any, or the Chief Financial Officer.

                  Section 4.8. Secretary.  (a) The Secretary shall keep or cause
to be kept in one or more books  provided for that  purpose,  the minutes of all
meetings of the Board,  the  committees of the Board and the  stockholders;  the
Secretary  shall see that all  notices  are duly  given in  accordance  with the
provisions  of these  By-Laws and as required by law;  shall be custodian of the
records  and the seal of the  Corporation  and affix and  attest the seal to all
stock  certificates  of the  Corporation  (unless the seal of the Corporation on
such certificates shall be a facsimile,  as hereinafter  provided) and affix and
attest  the  seal  to all  other  documents  to be  executed  on  behalf  of the
Corporation under its seal; and shall see that the books,  reports,  statements,
certificates  and other  documents  and  records  required by law to be kept and
filed are properly kept and filed; and in general,  shall perform all the duties
incident to the office of  Secretary  and such other duties as from time to time
may be assigned to the Secretary by the Board,  the Chairman of the Board or the
President.

                  (b) Assistant Secretaries shall have such of the authority and
perform such of the duties of the  Secretary as may be provided in these By-Laws
or  assigned  to  them by the  Board  or the  Chairman  of the  Board  or by the
Secretary.   During  the  Secretary's  absence  or  inability,  the  Secretary's
authority and duties shall be possessed by such Assistant Secretary or Assistant
Secretaries  as the Board,  the Chairman of the Board,  the  President or a Vice
Chairman of the Board may designate.

                  Section 4.9. Removal. Any officer elected, or agent appointed,
by the Board may be removed by the  affirmative  vote of a majority of the Whole
Board whenever,  in their judgment,  the best interests of the Corporation would
be served  thereby.  Any officer or agent appointed by the Chairman of the Board
or the  President  may be  removed by such  person  whenever,  in such  person's
judgment,  the best interests of the  Corporation  would be served  thereby.  No
elected  officer shall have any  contractual  rights against the Corporation for
compensation  by virtue of such election beyond the date of the election of such
person's  successor,  such person's  death,  such person's  resignation  or such
person's  removal,  whichever  event  shall  first  occur,  except as  otherwise
provided in an employment  contract or under an employee  deferred  compensation
plan.

                  Section 4.10. Vacancies.  A newly created elected office and a
vacancy in any elected office because of death,  resignation,  or removal may be
filled by the Board for the unexpired  portion of the term at any meeting of the
Board.  Any vacancy in an office  appointed  by the Chairman of the Board or the
President  because  of  death,  resignation,  or  removal  may be  filled by the
Chairman of the Board or the President.

                                    ARTICLE V
                        Stock Certificates and Transfers

                  Section  5.1.  Stock  Certificates  and  Transfers.   (a)  The
interest  of  each  stockholder  of  the  Corporation   shall  be  evidenced  by
certificates for shares of stock in such form as the appropriate officers of the
Corporation may from time to time prescribe  unless the board


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<PAGE>

of directors shall by resolution provide that some or all or any class or series
of stock shall be uncertificated  shares. Any such resolution shall not apply to
shares  represented by a certificate until the certificate is surrendered to the
Corporation.  Notwithstanding  the  adoption  of any  resolution  providing  for
uncertificated  shares,  every holder of stock  represented by certificates  and
upon request every holder of  uncertificated  shares shall be entitled to have a
certificate  signed by, or in the name of the  Corporation  by, the  Chairman or
Vice-Chairman, if any, of the Board, or the President or any Vice President, and
by the  Treasurer or an Assistant  Treasurer,  or the  Secretary or an Assistant
Secretary, representing the number of shares registered in certificated form.

                  (b) The  shares  of the  stock  of the  Corporation  shall  be
transferred  on the books of the  Corporation by the holder thereof in person or
by such person's  attorney,  upon surrender for cancellation of certificates for
at least the same  number of shares,  with an  assignment  and power of transfer
endorsed  thereon or attached  thereto,  duly  executed,  with such proof of the
authenticity  of the signature as the  Corporation  or its agents may reasonably
require. The certificates of stock shall be signed, countersigned and registered
in such manner as the Board may by resolution  prescribe,  which  resolution may
permit all or any of the signatures on such certificates to be in facsimile.  In
case any officer,  transfer agent or registrar who has signed or whose facsimile
signature  has been placed  upon a  certificate  has 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  5.2.  Lost,  Stolen  or  Destroyed  Certificates.  No
certificate for shares of stock in the  Corporation  shall be issued in place of
any  certificate  alleged to have been  lost,  destroyed  or  stolen,  except on
production of such evidence of such loss,  destruction  or theft and on delivery
to the  Corporation  of a bond of indemnity in such amount,  upon such terms and
secured by such surety, as the Board or any financial officer may in its or such
person's discretion require.

                                   ARTICLE VI
                            Miscellaneous Provisions

                  Section 6.1.  Fiscal Year. The fiscal year of the  Corporation
shall  begin on the  first day of  January  and end on the  thirty-first  day of
December of each year.

                  Section  6.2.  Dividends.  The  Board  may  from  time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions  provided by law and the Certificate of
Incorporation.

                  Section 6.3.  Seal.  The corporate  seal shall have  inscribed
thereon the words  "Corporate  Seal," the year of  incorporation  and around the
margin thereof the words "Delaware."

                  Section 6.4. Waiver of Notice. Whenever any notice is required
to be  given  to any  stockholder  or  director  of the  Corporation  under  the
provisions of the DGCL 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
stated therein, shall be deemed equivalent to the giving of such


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<PAGE>

notice. Neither the business to be transacted at, nor the purpose of, any annual
or special meeting of the stockholders or the Board or committee thereof need be
specified in any waiver of notice of such meeting.

                  Section 6.5.  Audits.  The accounts,  books and records of the
Corporation  shall be audited  upon the  conclusion  of each  fiscal  year by an
independent  certified public accountant  selected by the Board, and it shall be
the duty of the Board to cause such audit to be done annually.

                  Section  6.6.  Resignations.  Any  director  or  any  officer,
whether elected or appointed, may resign at any time by giving written notice of
such resignation to the Chairman of the Board, the President,  or the Secretary,
and such resignation shall be deemed to be effective as of the close of business
on the date said notice is received by the Chairman of the Board, the President,
or the  Secretary,  or at such later  time as is  specified  therein.  No formal
action  shall be  required  of the  Board or the  stockholders  to make any such
resignation effective.


                                   ARTICLE VII
                            Contracts, Proxies, Etc.

                  Section 7.1.  Contracts.  Except as otherwise required by law,
the  Certificate  of  Incorporation,  a Preferred  Stock  Designation,  or these
By-Laws, any contracts or other instruments may be executed and delivered in the
name and on the behalf of the  Corporation  by such  officer or  officers of the
Corporation  as the Board may from time to time direct.  Such  authority  may be
general or  confined  to  specific  instances  as the Board may  determine.  The
Chairman of the Board,  the  President or any Senior Vice  President,  Executive
Vice President or Vice President may execute bonds, contracts, deeds, leases and
other  instruments  to be made or executed for or on behalf of the  Corporation.
Subject to any  restrictions  imposed by the Board or the Chairman of the Board,
the President or any Senior Vice  President,  Executive  Vice  President or Vice
President of the  Corporation  may delegate  contractual  powers to others under
such  person's  jurisdiction,  it  being  understood,  however,  that  any  such
delegation  of power  shall not  relieve  such  officer of  responsibility  with
respect to the exercise of such delegated power.

                  Section 7.2. Proxies.  Unless otherwise provided by resolution
adopted by the  Board,  the  Chairman  of the Board,  the  President,  the Chief
Financial Officer or any Senior Vice President, Executive Vice President or Vice
President  may from time to time  appoint an attorney or  attorneys  or agent or
agents of the Corporation, in the name and on behalf of the Corporation, to cast
the votes which the  Corporation  may be entitled to cast as the holder of stock
or other  securities  in any  other  corporation,  any of  whose  stock or other
securities  may be held by the  Corporation,  at  meetings of the holders of the
stock or other securities of such other  corporation,  or to consent in writing,
in the name of the  Corporation  as such  holder,  to any  action by such  other
corporation,  and may  instruct  the person or persons  so  appointed  as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed in the name and on behalf of the Corporation and under its corporate
seal or otherwise,  all such written proxies or other instruments as he may deem
necessary or proper in the premises.

                                  ARTICLE VIII


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<PAGE>

                                   Amendments

                  Section  8.1.  Amendments.  The  By-Laws  may  be  altered  or
repealed and new By-Laws may be adopted (1) at any annual or special  meeting of
stockholders by the affirmative vote of the holders of shares of Common Stock in
accordance  with  Articles  IV  and  VII of the  Certificate  of  Incorporation;
provided, however, that, in the case of any such stockholder action at a special
meeting of stockholders,  notice of the proposed alteration,  repeal or adoption
of the new By-Law or By-Laws  must be  contained  in the notice of such  special
meeting, or (2) by the affirmative vote of a majority of the Whole Board.


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