As amended through May 2, 2000.

                                     By-Laws

                                       of

                              Ionics, Incorporated

                                    ARTICLE I

                            Articles of Organization

       The name and  purposes  of the  Corporation  shall be as set forth in the
Articles of  Organization.  These By-Laws,  the powers of the Corporation and of
its  directors  and  stockholders,  and all matters  concerning  the conduct and
regulation  of  the  business  of the  Corporation  shall  be  subject  to  such
provisions  in  regard  thereto,  if any,  as are set forth in the  Articles  of
Organization,  and the Articles of Organization as from time to time amended are
hereby made a part of these  By-Laws.  All  references  in these  By-Laws to the
Articles of Organization shall be construed to mean the Articles of Organization
of the Corporation as from time to time amended.

                                   ARTICLE II

                         Annual Meeting of Stockholders

         There  shall be an annual  meeting  of  stockholders  within six months
after the end of the fiscal year of the Corporation. The date, hour and place of
the  annual  meeting  of the  stockholders  shall  be  fixed  by the vote of the
directors,  and set forth in the notice  thereof.  In the event that no date for
the annual  meeting is established or said meeting has not been held on the date
so fixed or determined,  a special  meeting in lieu of the annual meeting may be
held with all of the force and effect of an annual  meeting.  Purposes for which
an annual meeting is to be held, in addition to those  prescribed by law, by the
Articles of Organization and by these By-Laws, may be specified by the President
or by a vote of a majority of the directors then in office.

         If such  annual  meeting  is not held on the  date  fixed  therefor,  a
special  meeting  of the  stockholders  may be held in  place  thereof,  and any
business  transacted  or elections  held at such special  meeting shall have the
same effect as if  transacted  or held at the annual  meeting and, in such case,
all references in these By-Laws, except in this Article II and in Article IV, to
the annual meeting of the stockholders  shall be deemed to refer to such special
meeting. Any such special meeting may be described and referred to simply as the
Annual Meeting of the Stockholders and shall be called, and the purposes thereof
shall be specified in the call, as provided in Article III.
<PAGE>

                                   ARTICLE III

                        Special Meetings of Stockholders

         A special meeting of the  stockholders may be called at any time by the
President or by a majority of the directors  then in office.  Application  to an
officer  of the  Corporation  or to a court  pursuant  to  Section  34(b) of the
Business  Corporation  Law  requesting  the  call of a  special  meeting  of the
stockholders  may be made only by stockholders  who hold 100% in interest of the
capital stock  entitled to vote at the meeting.  Such call shall state the time,
place and purposes of the meeting.

                                   ARTICLE IV

                         Place of Stockholders' Meetings

         The annual meeting of the  stockholders  and any special meeting of the
stockholders,  by whomever called,  shall be held at the principal office of the
Corporation in Massachusetts or elsewhere in the Commonwealth of  Massachusetts,
as may be determined by the Board of Directors and stated in the notice thereof.
Any adjourned session of any annual or special meeting of the stockholders shall
be held in the  United  States  at such  place as is  designated  in the vote of
adjournment.

                                    ARTICLE V

                        Notice of Stockholders' Meetings

         A written  notice of each  annual or special  meeting of  stockholders,
stating the place,  the date and hour  thereof,  and the purpose or purposes for
which the meeting is to be held shall be given at least ten (10) days before the
meeting to each  stockholder  entitled to vote thereat,  and to each stockholder
who, under the Articles of  Organization  or these By-Laws,  is entitled to such
notice,  by leaving  such notice with him or at his  residence or usual place of
business,  or by mailing it, postage  prepaid,  addressed to such stockholder at
his address as it appears in the records of the  Corporation.  Such notice shall
be given by the Clerk, by an Assistant  Clerk, or by any other officer,  or by a
person  designated  either by the Clerk or by the person or persons  calling the
Meeting, or by the Board of Directors.  No notice of the time, place or purposes
of any annual or special  meeting of the  stockholders  shall be  required to be
given to a stockholder if a written waiver of such notice is executed  before or
after the meeting by such stockholder, or his attorney thereunto authorized, and
filed with the records of the meeting.
<PAGE>

         No business may be transacted at a meeting of the  stockholders  except
that (a)  specified in the notice  thereof  given by or at the  direction of the
Board of Directors and otherwise in compliance with the provisions  hereof,  (b)
brought  before the meeting by or at the  direction of the Board of Directors or
the presiding officer or (c) properly brought before the meeting by or on behalf
of any  stockholder  who shall have been a stockholder  of record at the time of
giving of notice by such  stockholder  provided  for in this  paragraph  and who
shall  continue to be entitled at the time of such  meeting to vote  thereat and
who complies with the notice procedures set forth in this paragraph with respect
to any business  sought to be brought before the meeting by or on behalf of such
stockholder  other than the election of directors and with the notice provisions
set forth in Article VIII with respect to the election of directors. In addition
to any other applicable requirements, for business to be properly brought before
a meeting by or on behalf of a stockholder  (other than a  stockholder  proposal
included in the Corporation's  proxy statement  pursuant to Rule 14a-8 under the
Securities  Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act")),  the
stockholder must have given timely notice thereof in writing to the Clerk of the
Corporation.  In  order to be  timely  given,  a  stockholder's  notice  must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation (a) not less than 80 nor more than 120 days prior to the anniversary
date  of  the  immediately  preceding  annual  meeting  of  stockholders  of the
Corporation,  or (b) in the case of a special  meeting  or in the event that the
annual meeting is called for a date  (including any change in a date  determined
by the Board pursuant to Article II) more than 60 days prior to such anniversary
date, notice by the stockholder to be timely given must be so received not later
than the close of business on the 20th day  following the day on which notice of
the date of such  meeting  was mailed or public  disclosure  of the date of such
meeting was made, whichever first occurs. Such stockholder's notice to the Clerk
shall set forth as to each matter the  stockholder  proposes to bring before the
meeting (a) a brief description of the business desired to be brought before the
meeting and the reasons for  conducting  such  business at the meeting,  (b) the
name and record address of the  stockholder  proposing  such  business,  (c) the
class and number of shares of capital stock of the  Corporation  held of record,
owned beneficially and represented by proxy by such stockholder as of the record
date for the meeting (if such date shall then have been made publicly available)
and as of the  date of  such  notice  by the  stockholder,  and  (d)  all  other
information which would be required to be included in a proxy statement or other
filings  required to be filed with the  Securities  and Exchange  Commission if,
with respect to any such item of business,  such  stockholder were a participant
in a  solicitation  subject to Regulation 14A under the Exchange Act (the "Proxy
Rules").  In the event the proposed business to be brought before the meeting by
or on behalf of a  stockholder  relates or refers to a proposal  or  transaction
involving  the  stockholder  or a third  party  which,  if it were to have  been
consummated at the time of the meeting,  would have required of such stockholder
or third party or any of the affiliates of either of them any prior notification
to, filing with, or any orders or other action by, any  governmental  authority,
then any such notice to the Clerk shall be accompanied  by appropriate  evidence
of the making of all such  notifications or filings and the issuance of all such
orders and the taking of all such actions by all such governmental authorities.
<PAGE>

         Notwithstanding  anything in these By-Laws to the contrary, no business
shall be conducted at any meeting  except in accordance  with the procedures set
forth in this Article V, provided, however, that nothing in this Article V shall
be deemed to preclude  discussion by any  stockholder  of any business  properly
brought before such meeting.

         The  presiding  officer  of the  meeting  may,  if the  facts  warrant,
determine  and declare to the meeting that  business  was not  properly  brought
before the meeting in accordance with the foregoing procedures, and if he or she
should so determine, he or she shall so declare to the meeting and that business
shall be disregarded.

                                   ARTICLE VI

                             Quorum of Stockholders

         At any meeting of the  stockholders,  a quorum for the  election of any
director or officer, or for the consideration of any question,  shall consist of
a majority in interest of all stock issued,  outstanding and entitled to vote at
such  election  or upon  such  question,  respectively,  present  in  person  or
represented  by proxy;  except that if two or more classes of stock are entitled
to vote as separate  classes upon any  question,  then, in the case of each such
class,  a quorum  for the  consideration  of such  question  shall  consist of a
majority  in  interest  so  present  or  represented  of all stock of that class
issued,  outstanding and entitled to vote; and except in any case where a larger
quorum is required by law, by the Articles of Organization or by these By-Laws a
quorum shall consist of the number in interest, so present or represented, as is
so  required.  Stock  owned by the  Corporation,  if any,  shall  not be  deemed
outstanding for this purpose.

         When a quorum is  present  at any  meeting,  a  plurality  of the votes
properly  cast for any office shall elect to such office,  except where a larger
vote is required by law, by the Articles of  Organization  or by these  By-Laws,
and a majority of the votes  properly cast upon any other question (or if two or
more  classes  of stock  are  entitled  to vote as  separate  classes  upon such
question,  then, in the case of each such class, a majority of the votes of such
class properly cast upon the  question),  except in any case where a larger vote
is required by law, by the Articles of Organization  or by these By-Laws,  shall
decide the matter.

         If a quorum is not  present at any  meeting,  a majority in interest of
the said  stockholders  present in person or by proxy and  entitled  to vote may
adjourn  such  meeting  from  time  to  time,   without  notice  other  than  by
announcement  at the meeting,  until holders of the amount of stock requisite to
constitute  a quorum  shall  attend.  At any such  adjourned  meeting at which a
quorum shall be present,  any business may be  transacted  which might have been
transacted at the meeting as originally called.
<PAGE>

                                   ARTICLE VII

                               Proxies and Voting

         Section 1.  Except as may be  provided  otherwise  in the  Articles  of
Organization   with  respect  to  two  or  more  classes  or  series  of  stock,
stockholders  entitled  to vote  shall  have one  vote  for each  share of stock
entitled to vote owned by them,  and a  proportionate  vote for each  fractional
share.  No ballot  shall be required  for any  election  unless  requested  by a
stockholder  present or  represented  at the meeting and entitled to vote in the
election. The Corporation shall not, directly or indirectly, vote upon any share
of its own stock.

         Stockholders  entitled to vote may vote either in person or by proxy in
writing dated not more than six months before the meeting named  therein,  which
proxies shall be filed with the Clerk at the meeting, or any adjournment thereof
before being voted.  Such proxies shall  entitle the holders  thereof to vote at
any  adjournment  of such  meeting,  but  shall  not be valid  after  the  final
adjournment of such meeting.

         Any action  required or  permitted to be taken by  stockholders  may be
taken  without a meeting  if all  stockholders  entitled  to vote on the  matter
consent  to the action by a writing  or  writings,  filed with the record of the
meetings of  stockholders.  Such consents shall be treated for all purposes as a
vote at a meeting.

         Section  2. Only  persons  who are  nominated  in  accordance  with the
following procedures shall be eligible for election as directors,  except as may
be otherwise provided in the Corporation's Restated Articles of Organization, as
amended.  Nominations  of persons for  election to the Board of Directors at the
annual  meeting  may be made at the annual  meeting of  stockholders  (a) by the
Board  of  Directors  or at the  direction  of the  Board  of  Directors  by any
nominating committee or person appointed by the Board of Directors or (b) by any
stockholder  of record at the time of  giving  of  notice  provided  for in this
Section 2 and who shall  continue  to be  entitled at the time of the meeting to
vote for the election of  directors at the meeting who complies  with the notice
procedures  set forth in this Section 2 rather than the notice  procedures  with
respect to other business set forth in Article V.  Nominations  by  stockholders
shall be made only after  timely  notice by such  stockholder  in writing to the
Clerk of the  Corporation.  In order to be timely given, a stockholder's  notice
shall be delivered to or mailed and received at the principal  executive offices
of the  Corporation  not  less  than 80 nor  more  than  120  days  prior to the
anniversary date of the immediately  preceding annual meeting of stockholders of
the Corporation; provided, however, that in the event that the meeting is called
for a date,  including any change in a date  determined by the Board pursuant to
Article  II,  more than 60 days prior to such  anniversary  date,  notice by the
stockholder  to be timely  given must be so received not later than the close of
business on the 20th day  following  the day on which  notice of the date of the
meeting  was mailed or public  disclosure  of the date of the  meeting was made,
whichever first occurs.  Such stockholder's  notice to the Clerk shall set forth
(a) as to each person whom the stockholder  proposes to nominate for election or
re-election as a director,  (i) the name,  age,  business  address and residence
address of the  person,  (ii) the  principal  occupation  or  employment  of the
person,  (iii)  the  class  and  number  of  shares  of  capital  stock  of  the
Corporation,  if any, which are beneficially owned by the person, (iv) any other
information regarding the nominee as would be required to be included in a proxy
statement or other filings required to be filed pursuant to the Proxy Rules, and
(v) the consent of each nominee to serve as a director of the  Corporation if so
elected;  and (b) as to the  stockholder  giving  the  notice,  (i) the name and
record  address  of the  stockholder,  (ii) the  class  and  number of shares of
capital stock of the Corporation which are beneficially owned by the stockholder
as of the record  date for the  meeting  (if such date shall then have been made
publicly  available) and as of the date of such notice,  (iii) a  representation
that the  stockholder  intends to appear in person or by proxy at the meeting to
nominate the person or persons  specified in the notice,  (iv) a  representation
that the stockholder (and any party on whose behalf or in concert with whom such
stockholder  is acting) is  qualified  at the time of giving such notice to have
such individual serve as the nominee of such stockholder (and any party on whose
behalf or in concert with whom such stockholder is acting) if such individual is
elected, accompanied by copies of any notification or filings with, or orders or
other  actions by, any  governmental  authority  which are required in order for
such  stockholder  (and any party on whose behalf such stockholder is acting) to
be so qualified, (v) a description of all arrangements or understandings between
such  stockholder  and each nominee and any other person or persons (naming such
person or persons)  pursuant to which the  nomination or  nominations  are to be
made by such  stockholder,  and  (vi)  such  other  information  regarding  such
stockholder  as would be required to be included in a proxy  statement  or other
filings  required to be filed pursuant to the Proxy Rules.  The  Corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the  Corporation  to determine the  eligibility  of such proposed
nominee to serve as  director.  No person  shall be eligible  for  election as a
director unless nominated in accordance with the procedures set forth herein.
<PAGE>

         The  presiding  officer  of the  meeting  may,  if the  facts  warrant,
determine  and  declare  to the  meeting  that a  nomination  was  not  made  in
accordance with the foregoing procedures,  and if he or she should so determine,
he or she shall so declare to the meeting and the defective  nomination shall be
disregarded.

                                  ARTICLE VIII

                               Board of Directors

A.       The  Corporation  shall have a board of not less than three  directors,
         nor more than 15 directors. Pursuant to the provisions of Massachusetts
         General  Laws  Chapter  156B,  Section  50A (as such  provision  or any
         successor  provision  may be amended from time to time),  the directors
         shall be classified,  with respect to the time for which they severally
         hold office, into three classes, as nearly equal in number as possible,
         and designated Class I, Class II and Class III. Each class of directors
         shall be elected to hold office for a term continuing  until the annual
         meeting held in the third year following the year of their election and
         until their successors are duly elected and qualified.

B.       The number of directors  in each Class of directors shall be fixed only
         by a vote of the Board of Directors from time to time.

C.       Vacancies and newly created  directorships,  whether  resulting from an
         increase  in the  size of the  Board  of  Directors,  from  the  death,
         resignation,  disqualification or removal of a director,  or otherwise,
         shall 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 of Directors.  Any director  elected in  accordance  with the
         procedure  set forth in this  paragraph  C shall  hold  office  for the
         remainder  of the full  term of the  Class of  directors  in which  the
         vacancy  occurred  or the new  directorship  was created and until such
         director's  successor shall have been elected and qualified (subject to
         such director's earlier resignation or removal).

D.       No  decrease  in the  number of  directors  constituting  the  Board of
         Directors shall shorten the term of any incumbent director.

E.       No director need be a  stockholder  except as may be otherwise provided
         by law, by the RestatedArticles of Organization, as amended, or these
         By-Laws.


<PAGE>

                                   ARTICLE IX

                               Powers of Directors

         The business and property of the  Corporation  shall be managed by, and
be under  the  control  of,  the Board of  Directors  which  shall  have and may
exercise all the powers of the Corporation except such as are conferred upon the
stockholders  or other officers by law, by the Articles of  Organization,  or by
these By-Laws.

         Except as may be otherwise  specifically  provided by law or by vote of
the stockholders,  the Board of Directors is expressly authorized to issue, from
time to  time,  all or any  portion  or  portions  of the  capital  stock of the
Corporation  of any  class,  which may have been  authorized  but not  issued or
otherwise   reserved  for  issue,  to  such  person  or  persons  and  for  such
consideration  (but not less than the par value  thereof in case of stock having
par value),  whether cash, tangible or intangible property,  good will, services
or expenses,  as they may deem best, without first offering (for subscription or
sale) such  authorized but unissued stock to any present or future  stockholders
of the Corporation,  and generally in their absolute discretion to determine the
terms and manner of any disposition of such authorized but unissued stock.

                                    ARTICLE X

                             Committees of Directors

         The Board of Directors,  by vote of a majority of the directors then in
office, may at any time elect from its own number an executive  committee and/or
one or more other committees,  to consist of not less than two members,  and may
from time to time  designate  or alter,  within  the  limits  permitted  by this
Article X, the duties and powers of such committees or change their  membership,
and may, at any time,  abolish such  committees  or any of them.  The  President
shall be an ex officio member of the executive committee, if any.

         Any  committee  shall  be  vested  with  such  powers  of the  Board of
Directors as the Board may determine in the vote establishing such committees or
in a  subsequent  vote of a  majority  of  directors  then in  office,  provided
however,  that no such  committee  shall have any power  prohibited  by law, the
Articles of Organization, or these By-Laws.

         Each member of a committee shall hold office until the first meeting of
the Board of Directors following the next annual meeting of the stockholders (or
until such other time as the Board of Directors may determine either in the vote
establishing  the  committee  or at the  election of such  member) and until his
successor  is  elected  and  qualified,  or until he sooner  dies,  resigns,  is
removed, is replaced by change of membership, or becomes disqualified by ceasing
to be a director,  or until the  committee  is sooner  abolished by the Board of
Directors.

         A majority of the members of any committee then in office, but not less
than two, shall  constitute a quorum for the  transaction  of business,  but any
meeting may be adjourned  from time to time by a majority of the votes cast upon
the question, whether or not a quorum is present, and the meeting may be held as
adjourned  without  further  notice.  Each  committee  may  make its  rules  not
inconsistent  herewith for the holding and conduct of its  meetings,  but unless
otherwise provided in such rules its meetings shall be held and conducted in the
same manner as nearly as may be, as is provided in these By-Laws for meetings of
the Board of Directors.  The Board of Directors  shall have power to rescind any
vote or  resolution  of any  committee  provided that no rights of third parties
shall be impaired by such rescission.
<PAGE>

         Any  action  required  or  permitted  to be taken at any  meeting  of a
committee  may be taken  without a meeting if  written  consent to the action in
writing by all of the members of the  committee is filed with the minutes of the
committee.  Such  consents  shall be  treated  for all  purposes  as a vote at a
meeting.

                                   ARTICLE XI

                       Meetings of the Board of Directors;

                            Action without a Meeting

         Regular  meetings of the Board of Directors may be held without call or
notice  at such  places  and at such  times as the  Board  may from time to time
determine,  provided,  that reasonable  notice of such  determination and of any
changes  therein is given to each member of the Board then in office.  A regular
meeting of the Board of  Directors  for the  purpose of  electing  officers  and
agents  may be held  without  call or notice  immediately  after and at the same
place as the annual  meeting of the  stockholders  and, if held upon due call or
notice,  for such other and further purposes as may be specified in such call or
notice.

         Special  meetings of the Board of Directors may be held at any time and
at any  place  when  called  by the  President,  the  Treasurer,  or two or more
directors,  reasonable  notice  thereof  being  given  to each  director  by the
Secretary,  or if there be no Secretary,  by the Clerk, or in the case of death,
absence,  incapacity or refusal of the Secretary (or the Clerk,  as the case may
be), by the officer or directors  calling the meeting.  In any case, it shall be
deemed  sufficient  notice to a director  to send  notice by mail at least forty
eight  hours,  or by telegram at least  twenty-four  hours,  before the meeting,
addressed to him at his usual or last known business or residence address, or to
give notice to him in person,  either by  telephone  or by handing him a written
notice at least twenty-four hours before the meeting.

         Notwithstanding the foregoing, notice of a meeting need not be given to
any director if a written waiver of notice,  executed by him before or after the
meeting,  is filed  with the  records of the  meeting,  or to any  director  who
attends the meeting without  protesting prior thereto,  or at its  commencement,
the lack of notice to him.

         Any action  required  or  permitted  to be taken at any  meeting of the
directors  may be taken  without a meeting if  written  consent to the action in
writing by all  directors  is filed  with the  minutes  of the  directors.  Such
consents shall be treated for all purposes as a vote at a meeting.
<PAGE>

                                   ARTICLE XII

                               Quorum of Directors

         At any meeting of the Board of Directors, a quorum for any election, or
for the  consideration  of any  question,  shall  consist of a  majority  of the
directors then in office,  but any meeting may be adjourned from time to time by
a  majority  of the votes  cast upon the  question,  whether  or not a quorum is
present, and the meeting may be held as adjourned without further notice. When a
quorum is  present at any  meeting,  the votes of a  majority  of the  directors
present and voting shall be requisite and sufficient for election to any office,
and a majority of the  directors  present and voting  shall  decide any question
brought  before such meeting  except in any case where a larger vote is required
by law,  by the  Articles  of  Organization,  or  these  By-Laws,  or  where  an
additional vote of certain  directors then in office is required under the terms
of any  outstanding  securities of this  Corporation  or any  agreement,  law or
regulation to which it is subject.

                                  ARTICLE XIII

                               Officers and Agents

         The officers of the Corporation  shall be a President,  a Treasurer,  a
Clerk, and such other officers, which may include a Secretary, a Controller, one
or more Vice  Presidents,  Assistant  Treasurers,  Assistant Clerks or Assistant
Controllers,  as the Board of Directors  may, in its  discretion,  appoint.  The
Corporation may also have such agents, if any, as the Board of Directors may, in
its discretion,  appoint. The President need not be a director.  The Clerk shall
be a resident  of  Massachusetts  unless the  Corporation  has a resident  agent
appointed for the purpose of serving process. So far as is permitted by law, any
two or more offices may be held by the same person.

         Subject  to law,  to the  Articles  of  Organization,  and to the other
provisions of these By-Laws,  each officer shall have, in addition to the duties
and powers  herein set forth,  such duties and powers as the Board of  Directors
may from time to time designate.

         The President, Treasurer and the Clerk shall be elected annually by the
Board of  Directors at its first  meeting  following  the annual  meeting of the
stockholders,  by vote of a majority of the full Board of Directors.  Such other
offices of the  Corporation  as may be created in accordance  with these By-Laws
may be filled at such  meeting by vote of a majority  of the  directors  then in
office.

         Each  officer  shall  (subject  to Article XIX of these  By-Laws)  hold
office  until the first  meeting of the Board of  Directors  following  the next
annual  meeting  of the  stockholders  and until his  successor  is  elected  or
appointed  and  qualified,  or until he sooner  dies,  resigns,  is removed,  or
becomes  disqualified.  Each agent shall retain his authority at the pleasure of
the Board of Directors.

         Any officer,  employee, or agent of the Corporation may be required, as
and if  determined  by the Board of  Directors,  to give  bond for the  faithful
performance of his duties.
<PAGE>

                                   ARTICLE XIV

                          President and Vice President

         The President shall be the chief  executive  officer of the Corporation
and shall have general charge and supervision of the business of the Corporation
unless otherwise provided by law, the Articles of Organization,  the By-Laws, or
by specific vote of the Board of Directors.  The President  shall preside at all
meetings  of the  stockholders  and of the  Board  of  Directors  at which he is
present except as otherwise voted by the Board of Directors.

         Any Vice  President  shall  have  such  duties  and  powers as shall be
designated from time to time by the Board of Directors or by the President,  and
in any case,  shall be responsible to and shall report to the President.  In the
absence or disability of the President,  the Vice President or, if there be more
than one, the Vice  Presidents  in the order of their  seniority or as otherwise
designated  by the Board of  Directors,  shall have the powers and duties of the
President.

                                   ARTICLE XV

                        Treasurer and Assistant Treasurer

         The Treasurer shall be the chief  financial  officer of the Corporation
(unless another officer is so designated by the Board of Directors) and shall be
in charge of its funds and the disbursements  thereof,  subject to the President
and the  Board of  Directors,  and  shall  have such  duties  and  powers as are
commonly  incident to the office of a corporate  treasurer and such other duties
and powers as may be  prescribed  from time to time by the Board of Directors or
by the President. If no Controller is elected, the Treasurer shall also have the
duties and powers of the Controller as provided in these By- Laws. The Treasurer
shall be responsible  to and shall report to the Board of Directors,  but in the
ordinary conduct of the Corporation's  business,  shall be under the supervision
of the President.

         Any Assistant  Treasurer  shall have such duties and powers as shall be
prescribed from time to time by the Board of Directors or by the Treasurer,  and
shall be  responsible  to and shall report to the  Treasurer.  Unless  otherwise
designated by the Board of  Directors,  the Assistant  Treasurer  shall,  in the
absence  or  disability  of the  Treasurer,  perform  the duties of and have the
powers of the Treasurer.
<PAGE>

                                   ARTICLE XVI

                       Controller and Assistant Controller

         If a Controller is elected, he shall be the chief accounting officer of
the  Corporation  and shall be in charge of its books of account and  accounting
records and of its accounting procedures,  and shall have such duties and powers
as are commonly incident to the office of a corporate  controller and such other
duties  and  powers  as may be  prescribed  from  time to time by the  Board  of
Directors or by the President.  The Controller shall be responsible to and shall
report  to  the  Board  of  Directors,  but,  in  the  ordinary  conduct  of the
Corporation's business, shall be under the supervision of the President.

         Any  Assistant  Controller  shall  have  duties  and powers as shall be
prescribed from time to time by the Board of Directors or by the Controller, and
shall be responsible to and shall report to the Controller.

                                  ARTICLE XVII

                            Clerk and Assistant Clerk

         The Clerk shall be a resident of the Commonwealth of Massachusetts.  He
shall record all  proceedings of the  stockholders in books to be kept therefor,
and shall have  custody of the  Corporation's  records,  documents  and valuable
papers.  In the absence of the Clerk from any such meeting,  the  Secretary,  if
any, may act as temporary Clerk and shall record the proceedings  thereof in the
aforesaid books, or a temporary Clerk may be chosen by vote of the meeting.

         The Clerk  shall also  keep,  or cause to be kept,  the stock  transfer
records of the Corporation, which shall contain a complete list of the names and
addresses of all stockholders and the amount of stock held by each.

         The Clerk or, in his absence,  the Secretary or the Assistant Clerk, if
any, shall have custody of the corporate seal and be responsible for affixing it
to  documents  as  required  unless  the  Board  of  Directors  shall  designate
otherwise.

         The Clerk  shall  have such other  duties  and  powers as are  commonly
incident to the office of a corporate clerk, and such other duties and powers as
may be prescribed from time to time by the Board of Directors or the President.

         If no Secretary  is elected,  the Clerk shall also have and perform all
of the duties and powers of the  Secretary,  and, in his  absence  from any such
meeting,  a  temporary  Clerk shall be chosen who shall  record the  proceedings
thereof.

         Each Assistant  Clerk (who shall each be residents of the  Commonwealth
of  Massachusetts)  shall have such duties and powers as shall from time to time
be designated by the Board of Directors or the Clerk,  and shall be  responsible
to and shall report to the Clerk. In the absence or disability of the Clerk, the
Assistant Clerk or, if there be more than one, the Assistant  Clerks in order of
their seniority or as otherwise  designated by the Clerk,  shall have the powers
and perform the duties of the Clerk.
<PAGE>

                                  ARTICLE XVIII

                                    Secretary

         If a  Secretary  is  elected,  he  shall  keep  a  true  record  of the
proceedings of all meetings of the Board of Directors and of any meetings of any
committees of the Board, and, in his absence from any such meeting,  a temporary
Secretary  shall be  chosen  who  shall  record  the  proceedings  thereof.  The
Secretary  shall have such  duties and powers as are  commonly  incident  to the
office of a  corporate  secretary,  and such  other  duties and powers as may be
prescribed from time to time by the Board of Directors or by the President.

                                   ARTICLE XIX

                            Resignations and Removals

         Any  director  or  officer  may  resign at any time by  delivering  his
resignation  in writing to the President,  the Clerk or the  Secretary,  or to a
meeting of the Board of Directors. The stockholders may, by the affirmative vote
of a majority in interest of the stock  issued and  outstanding  and entitled to
vote at the election of directors,  remove any director or directors from office
only for cause,  provided  that the  directors of any class that is elected by a
particular  class of stockholders may be so removed only by the affirmative vote
of a majority in interest  of the stock of such  class.  The Board of  Directors
may, by vote of a majority of the directors then in office,  remove any director
from office  with cause,  or remove any  officer  from  office,  with or without
cause.  The Board of  Directors  may, at any time,  by vote of a majority of the
directors present and voting, terminate or modify the authority of any agent. No
director or officer resigning and (except where a right to receive  compensation
for a definite future period shall be expressly  provided in a written agreement
with the  Corporation  duly  approved by the Board of  Directors) no director or
officer  removed  shall have any right to any  compensation  as such director or
officer for any period  following his  resignation  or removal,  or any right to
damages on account of such removal, whether his compensation be by the month, or
by the year, or otherwise. Any director or officer may be removed for cause only
after reasonable notice and opportunity to be heard before the body proposing to
remove him.

                                    ARTICLE XX

                                    Vacancies

         Any vacancy or vacancies  in the Board of Directors  shall be filled in
accordance with the procedure set forth in Paragraph C of Article VIII.

         If the office of any member of a  Committee  of the Board of  Directors
becomes  vacant,  the Board of Directors  may elect a successor or successors by
the affirmative vote of a majority of the directors then in office.

         The Board of  Directors  shall have and may  exercise  all its  powers,
notwithstanding  the  existence of one or more  vacancies  in its fixed  number,
provided that this be at least two directors then in office.
<PAGE>

                                   ARTICLE XXI

                                  Capital Stock

         The authorized  amount of the capital stock and the par value,  if any,
of the shares  shall be as fixed in the Articles of  Organization.  At all times
when there are two or more classes of stock,  the several classes of stock shall
conform to the  description  and  terms,  and have the  respective  preferences,
voting powers,  restrictions  and  qualifications,  set forth in the Articles of
Organization.

                                  ARTICLE XXII

                              Certificate of Stock

         Each  stockholder  shall be  entitled to a  certificate  of the capital
stock of the  Corporation  owned by him, in such form as shall, in conformity to
law, be prescribed from time to time by the Board of Directors. Such certificate
shall be signed by the President or a Vice President and by either the Treasurer
or an Assistant  Treasurer,  and may, but need not be, sealed with the corporate
seal,  but when any such  certificate  is  signed  by a  transfer  agent or by a
registrar other than a director,  officer,  or employee of the Corporation,  the
signature  of the  President  or a Vice  President  and of the  Treasurer  or an
Assistant  Treasurer of the  Corporation,  or either or both such signatures and
such  seal upon such  certificate,  may be  facsimile.  If any  officer  who has
signed,  or whose facsimile  signature has been placed on, any such  certificate
shall have ceased to be such  officer  before such  certificate  is issued,  the
certificate may be issued by the Corporation  with the same effect as if he were
such officer at the time of issue.

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

                                  ARTICLE XXIII

                           Transfer of Shares of Stock

         Subject  to the  restrictions,  if any,  stated  or noted on the  stock
certificates, shares of stock may be transferred on the books of the Corporation
only by surrender to the  Corporation or its transfer  agent, of the certificate
therefor,  properly endorsed or accompanied by a written  assignment or power of
attorney  properly  executed,  with all requisite stock transfer stamps affixed,
and with such proof of the  authenticity  and  effectiveness of the signature as
the Corporation or its transfer agent shall reasonably require. Except as may be
otherwise required by law, the Articles of Organization,  or these By-Laws,  the
Corporation  shall  have the right to treat the person  registered  on the stock
transfer  books as the  owner of any  shares of the  Corporation's  stock as the
owner in fact thereof for all purposes,  including the payment of dividends, the
right to vote with respect thereto and otherwise,  and accordingly  shall not be
bound to recognize any attempted  transfer,  pledge or other disposition thereof
or any  equitable or other claim with respect  thereto,  whether or not it shall
have  actual  or other  notice  thereof,  until  such  shares  shall  have  been
transferred on the  Corporation's  books in accordance  with these  By-Laws.  It
shall be the duty of each  stockholder  to notify  the  Corporation  of his post
office address.

                                  ARTICLE XXIV

               Transfer Agents and Registrars; Further Regulations

         The Board of Directors may appoint one or more banks,  trust  companies
or corporations  doing a corporate  trust  business,  in good standing under the
laws of the  United  States or any state  therein,  to act as the  Corporation's
transfer agent and/or  registrar for shares of the capital stock,  and the Board
may make such other and further  regulations,  not inconsistent  with applicable
law, as it may deem expedient concerning the issue, transfer and registration of
capital stock and stock certificates of the Corporation.

                                   ARTICLE XXV

                              Loss of Certificates

         In the case of the alleged loss,  destruction,  or wrongful taking of a
certificate  of stock,  a duplicate  certificate  may be issued in place thereof
upon  receipt by the  Corporation  of such  evidence of loss and such  indemnity
bond, with or without surety,  as shall be satisfactory to the President and the
Treasurer,  or otherwise upon such terms as the Board of Directors may prescribe
consistent with law.
<PAGE>

                                  ARTICLE XXVI

                                   Record Date

         The directors  may fix in advance a time,  which shall not be more than
sixty days  before the date of any meeting of  stockholders  or the date for the
payment of any dividend or the making of any distribution to the stockholders or
the last day on which the consent or dissent of stockholders  may be effectively
expressed for any purpose,  as the record date for determining the  stockholders
having the right to notice of, and to vote at, such meeting and any  adjournment
thereof, or the right to receive such dividend or distribution,  or the right to
give such consent or dissent,  and in such case only  stockholders  of record on
such record date shall have such right, notwithstanding any transfer of stock on
the books of the  Corporation  after the record date;  or,  without  fixing such
record date,  the directors  may, for any of such  purposes,  close the transfer
books  for all or any  part of  such  period,  provided  that if a  dividend  is
declared,  the stock transfer  books shall not be closed and the  Corporation or
the transfer  agent,  if there be one,  shall take a record of all  stockholders
entitled to the dividend  without actually closing the books for transfer of the
stock.

                                  ARTICLE XXVII

                                      Seal

         The seal of the Corporation  shall,  subject to alteration by the Board
of   Directors,   consist   of  a   flat-faced   circular   die  with  the  word
"Massachusetts",  together  with  the  name of the  Corporation  and the year of
incorporation, cut or engraved thereon. An impression of the seal impressed upon
the original copy of these By-Laws shall be deemed  conclusively  to be the seal
adopted by the Board of Directors.

                                 ARTICLE XXVIII

                               Execution of Papers

         Except as the Board of Directors may  generally or in particular  cases
otherwise  authorize  or  direct,  all  deeds,  leases,  transfers,   contracts,
proposals,  bonds, notes, checks, drafts and other obligations made, accepted or
endorsed  by the  Corporation  shall be  signed  or  endorsed  on  behalf of the
Corporation  by  its  President  or by  one of  its  Vice  Presidents  or by its
Treasurer.

                                  ARTICLE XXIX

                                   Fiscal Year

         Except as from time to time  provided  by the Board of  Directors,  the
fiscal year of the Corporation shall end on December 31 of each year.
<PAGE>

                                   ARTICLE XXX

                    Indemnification of Directors and Officers

         Each director and each officer elected by the  stockholders  (including
persons  elected by directors to fill  vacancies in the Board of Directors or in
any  such  offices),  and  each  former  director  or  officer,  and the  heirs,
executors,  administrators  and assigns of each of them, shall be indemnified by
the Corporation against all costs and expenses, including fees and disbursements
of  counsel  and  the  cost  of  settlements  (other  than  amounts  paid to the
Corporation  itself)  reasonably  incurred by or imposed upon him in  connection
with or arising out of any action,  suit or  proceeding,  civil or criminal,  in
which he may be  involved  by reason of his being or having been an officer or a
director  of the  Corporation,  or by reason of any action  alleged to have been
taken or  omitted by him as a director  or an officer of the  Corporation.  Such
indemnification shall include payment by the Corporation of expenses incurred in
defending  a civil or  criminal  action or  proceeding  in  advance of the final
disposition of such action or proceeding,  upon the Corporation's receipt of the
undertaking of the person indemnified to repay such payment if such person shall
be adjudicated not entitled to such indemnification under this Article XXX.

         Officers  elected  by the  Directors  but  who are  not  directors  and
employees and other agents of the  Corporation  (including  persons who serve at
its request as  directors or officers of another  organization  in which it owns
shares or of which it is a creditor) and each such former officer,  employee and
agent, and the heirs, executors, administrators and assigns of each of them, may
be indemnified by the Corporation to whatever extent  authorized by the Board of
Directors.

         No  indemnification  shall be provided to any person,  or to his heirs,
executor,  administrator  or assigns,  with respect to any matter as to which he
shall have been finally  adjudicated  in any action,  suit or proceeding  not to
have acted in good  faith in the  reasonable  belief  that his action was in the
best interests of the Corporation.

         The  foregoing  indemnification  shall  not be  exclusive  of any other
rights of  indemnification  for which any such  director,  officer,  employee or
agent may be entitled.

         If and as authorized by the Board of Directors  the  Corporation  shall
purchase  and  maintain  insurance  on behalf of any person  who is a  Director,
officer, employee or other agent of the Corporation, or is or was serving at the
request of the  Corporation as a Director,  officer,  employee or other agent of
another  organization  in which  it owns  shares  or of which it is a  creditor,
against any liability  incurred by such person in such capacity,  or arising out
of his  status as such,  whether  or not the  Corporation  would  have  power to
indemnify said person against such liability.
<PAGE>

                                  ARTICLE XXXI

                       Contracts and Dealings with Certain

                           Other Corporations or Firms

         No contract or other transaction  between the Corporation and any other
person,  firm or  corporation  shall,  in the  absence  of fraud,  in any way be
affected or  invalidated,  nor shall any director be subject to  surcharge  with
respect to any such contract or transaction  by the fact that such director,  or
any firm of which a  director  is a  member,  or any  corporation  of which  any
director  is a  shareholder,  officer  or  director,  is a party  to,  or may be
pecuniarily or otherwise  interested in, such contract or transaction,  provided
that  the  fact  that he  individually,  or  such  firm  or  corporation,  is so
interested  shall be disclosed  to the Board of  Directors  at their  meeting at
which,  or prior to the directors  executing  their  written  consents by which,
action to  authorize,  ratify or approve such contract or  transaction  shall be
taken. Any director of the Corporation may vote upon or give his written consent
to any contract or other transaction  between the Corporation and any subsidiary
or affiliated  corporation without regard to the fact that he is also a director
or officer of such subsidiary or affiliated corporation.

                                  ARTICLE XXXII

                       Voting Stock in Other Corporations

         Unless otherwise  ordered by the Board of Directors,  the President or,
in case of his absence or failure to act,  the  Treasurer  shall have full power
and authority on behalf of the  Corporation  to attend and to act and to vote at
any meetings of stockholders  of any  corporation in which this  Corporation may
hold stock,  and at any such meeting  shall possess and may exercise any and all
rights and powers  incident  to the  ownership  of such stock and which,  as the
owner thereof,  the  Corporation  might have possessed and exercised if present.
The Board of Directors, by resolution from time to time, or, in absence thereof,
the  President,  may  confer  like  powers  upon any other  person or persons as
attorneys and proxies of the Corporation.

                                 ARTICLE XXXIII

                                Corporate Records

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

                                  ARTICLE XXXIV

                                   Amendments

         These  By-Laws  may be  altered,  amended  or  repealed,  by  vote of a
majority of all stock issued,  outstanding and entitled to vote at any annual or
special meeting of the stockholders called for the purpose,  the notice of which
shall specify the subject matter of the proposed alteration, amendment or repeal
or the  articles  to be  affected  thereby;  or without a meeting  by  unanimous
written  consent  of  the  holders  of all  stock  of  the  Corporation  issued,
outstanding and entitled to vote. These By-Laws may also be altered,  amended or
repealed  by vote or action of a majority of the  Directors.  Not later than the
time of giving notice of the meeting of stockholders  next following the making,
amending or repealing by the Directors of any By-Law, notice thereof stating the
substance of such changes shall be given to all stockholders entitled to vote on
amending  the By-Laws.  Any By-Law  adopted by the  Directors  may be amended or
repealed by the stockholders.

                                  ARTICLE XXXV

                           Massachusetts Chapter 110D

         Until such time as this Article  shall be repealed or the By-Laws shall
be amended to provide  otherwise,  in each case in accordance with Article XXXIV
of the By-Laws, the provisions of Chapter ll0D of the Massachusetts General Laws
shall not apply to "control share  acquisitions"  of the Corporation  within the
meaning of said Chapter 110D.