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                                   EXHIBIT 3.1
                                                     As Amended November 9, 1999

                                     BY-LAWS

                                       of

                       INTERMAGNETICS GENERAL CORPORATION



                                    ARTICLE I

                                  Shareholders

         Section 1.01. Annual Meeting. The annual meeting of the shareholders of
the corporation shall be held on such date, at such time and at such place
within or without the State of New York as may be designated by the board of
directors, for the purpose of electing directors and for the transaction of such
other business as may be properly brought before the meeting.

         Section 1.02. Special Meetings. Special meetings of the shareholders of
the corporation may be called at any time by the board of directors, or by
written instrument signed by a majority of the board of directors. At a special
meeting of the shareholders only such business shall be transacted as is related
to the purpose or purposes set forth in the notice of meeting.

         Section 1.03. Place of Meeting. Each meeting of shareholders shall be
held at such place, within or without the State of New York, as may be fixed by
the board of directors or, if no place is so fixed, at the principal office of
the corporation in the State of New York.

         Section 1.04. Notice. Written notice of a meeting of shareholders shall
be given, personally or by mail, to each shareholder entitled to vote at the
meeting not less than ten nor more than sixty days before the date of the
meeting in the case of annual meetings and not less than thirty nor more than
sixty days before the date of the meeting in the case of special meetings. Such
notice shall state the place, date and hour of the meeting and shall indicate
that such notice is being issued by or at the direction of the person or persons
calling the meeting and shall state the purpose or purposes for which the
meeting is called. If at any meeting action is proposed to be taken which would,
if taken, entitle shareholders fulfilling the requirements of section 623 of the
Business Corporation Law of the State of New York to receive payment for their
shares, the notice of such meeting shall include a statement of that purpose and
to that effect and shall be accompanied by a copy of such Section 623 or an
outline of its material terms. If mailed, a notice of meeting is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholder at such shareholder's address as it appears on the record of
shareholders, or, if the shareholder shall have filed with the Secretary a
written request that notices to such shareholder be mailed to some other
address, then directed to such shareholder at such other address. When a meeting
is adjourned to another time or place, it shall not be necessary to give any
notice of the adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken, and at
the adjourned meeting any business may be transacted that might have been
transacted at the meeting as originally called. If, however, after the
adjournment the board of directors fixes a new record date for the adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder of
record on the new record date entitled to notice hereunder.


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         If any by-laws regulating an impending election of directors is
adopted, amended or repealed by the board of directors, the by-law so adopted,
amended or repealed, together with a concise statement of the changes made,
shall be set forth in the notice of the next meeting of shareholders held for
the purpose of electing directors.

         Section 1.05. Quorum. At any meeting of shareholders, the presence in
person or by proxy of the holders of one-third of the shares entitled to vote at
such meeting shall constitute a quorum for the transaction of any business,
provided, however, when a specified item of business is required to be voted on
by the holders of a class or series of the corporation's shares, voting as a
class, the holders of a majority of the shares of such class or series shall
constitute a quorum for the transaction of such specified item of business. When
a quorum is once present to organize a meeting, it is not broken by the
subsequent withdrawal of any shareholder.

         If a quorum shall not be present in person or by proxy at any meeting
of shareholders, the holders of a majority of the shares represented may adjourn
the meeting without notice other than announcement at the meeting despite the
absence of a quorum, until the required amount of stock shall be represented at
the meeting, when such action may be taken as was contemplated by the notice of
the meeting.

         Section 1.06. Organization. The Chairman or, in the Chairman's absence,
the Chief Executive Officer (CEO) or, in the CEO's absence, the President, or in
the President's absence, a Vice President, shall call every meeting of the
shareholders to order, and shall act as chairman of the meeting. In the absence
of the Chairman, the CEO, the President and all Vice Presidents, the holders of
a majority of the shares present in person or represented by proxy and entitled
to vote at such meeting shall elect a chairman.

         The Secretary of the corporation shall act as Secretary of all meetings
of the shareholders and keep the minutes; in the absence of the Secretary, the
chairman of the meeting may appoint any person to act as Secretary of the
meeting.

         Section 1.07. Voting. In all elections of directors each shareholder
shall be entitled to as many votes as shall equal the number of votes which he
would be entitled to cast in the election of directors with respect to such
shareholder's shares multiplied by the number directors to be elected, and such
shareholder may cast all of such votes for a single director or may distribute
them among the number of directors to be voted for, or any two or more of them,
as such shareholder may see fit, which right when exercised shall be termed
cumulative voting. With respect to any other matter submitted to a vote of
shareholders, every shareholder shall be entitled to one vote for every share
standing in such shareholder's name. A list of shareholders as of the record
date, certified by the Secretary or an Assistant Secretary responsible for its
preparation or by a transfer agent, shall be produced at any meeting of
shareholders upon the request thereat or prior thereto of any shareholder.

         The board of directors may prescribe a date not more than sixty nor
less than ten days prior to the date of a meeting of shareholders for the
purpose of determining the shareholders entitled to notice of or to vote at such
meeting or any adjournment thereof. If no record date is fixed, the record date
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if no notice is given, the day
on which the meeting is held. When a determination of shareholders of record
entitled to notice of or to vote at any meeting of shareholders has been made,
such determination shall apply to any adjournment thereof, unless the board of
directors fixes a new record date for the adjourned meeting.


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         Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for such shareholder by proxy. Every proxy must be signed by the
shareholder or the shareholder's attorney-in-fact. No proxy shall be valid after
the expiration of eleven months from the date thereof unless otherwise provided
in the proxy. Every proxy shall be revocable at the pleasure of the shareholder
executing it, except as otherwise provided by law.

         Except as otherwise provided by law or by the certificate of
incorporation, all elections of directors shall be decided by a plurality of the
votes cast and all other corporate action shall be decided by a majority of the
votes cast at a meeting of shareholders by the holders of shares entitled to
vote thereon.

         Treasury shares and shares held by another domestic or foreign
corporation of any type or kind, if a majority of the shares entitled to vote in
the election of directors of such other corporation is held by the corporation,
shall not be shares entitled to vote or to be counted in determining the total
number of outstanding shares.

         Section 1.08. Inspectors. The board of directors in advance of every
meeting of shareholders may appoint one or more inspectors to act at such
meeting or any adjournment thereof. If inspectors are not so appointed, the
person presiding at a shareholders' meeting may, and, on the request of any
shareholder entitled to vote thereat, shall, appoint one or more inspectors. In
case any person appointed fails to appear or act, the vacancy may be filled by
appointment made by the board in advance of the meeting or at the meeting by the
person presiding thereat.

         Each inspector appointed to act at any meeting of the shareholders
before entering upon the discharge of the inspector's duties shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors so
appointed shall determine the number of shares outstanding and the voting power
of each, the shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all shareholders. On request of the person presiding at the meeting
or any shareholder entitled to vote thereat, the inspectors shall make a report
in writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them. Any report or certificate made by them
shall be prima facie evidence of the facts stated and of the vote as certified
by them.

         Section 1.09. Consent of Shareholders in Lieu of Meeting. Any action by
vote required or permitted to be taken by the shareholders may be taken without
a meeting on written consent, setting forth the action so taken, signed by the
holders of all outstanding shares entitled to vote thereon. This section shall
not be construed to alter or modify the provisions of any section of these
by-laws or any provision in the certificate of incorporation not inconsistent
with the Business Corporation Law of the State of New York under which the
written consent of the holders of less than all outstanding shares is sufficient
for corporate action.



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         Section 1.10. Determination of Shareholders of Record for Certain
Purposes. For the purposes of determining the shareholders entitled to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action (other than the
determination of the shareholders entitled to notice of and to vote at a meeting
of the shareholders), the board of directors may fix, in advance, a date as the
record date for any such determination of shareholders and such date shall not
be more than sixty days prior to such action. If no record date is fixed, the
record date shall be the close of business on the day on which the resolution of
the board relating thereto is adopted. For the purpose of determining that all
shareholders entitled to vote thereon have consented to any action without a
meeting, if no record date is fixed by the board of directors and no resolution
has been adopted by the board relating thereto, such shareholders shall be
determined as of the date or time as of which such consent shall be expressed to
be effective.

         Section 1.11. Waivers of Notice. Whenever under the provisions of these
by-laws the shareholders are authorized to take any action after notice to them
or the board of directors or a committee is authorized to take any action after
notice to its members, such action may be taken without notice if at any time
before or after such action be completed the shareholders, directors or
committee members submit a signed waiver of notice. The attendance of any
shareholder at a meeting, in person or by proxy, without protesting prior to the
conclusion thereof the lack of notice of such meeting shall constitute a waiver
of notice by such shareholder. The attendance of a director or committee member
at a meeting without protesting prior thereto or at its commencement the lack of
notice to such director or committee member shall constitute a waiver of notice
by such person.

                                   Article II

                               Board of Directors

         Section 2.01. Number and Term of Office. The business of the
corporation shall be managed under the direction of a board of directors, none
of the members of which need be shareholders of the corporation, but each of
whom shall be at least eighteen years of age. The number of directors
constituting the board of directors shall be fixed from time to time by
resolution adopted by a majority of the entire board (i.e. the total number of
directors which the corporation would have if there were no vacancies) provided,
however, the number of directors constituting the board of directors shall not
be less than three. Except as otherwise provided by law, the board of directors
shall be divided into two classes, which shall be as nearly equal in number as
possible. Directors of each class shall serve for a term of two years. Except as
hereinafter otherwise provided for filling vacancies, the directors shall be
elected at the annual meeting of shareholders and shall hold office until the
expiration of the term for which they were elected, and until their successors
had been elected and qualified. Any increase or decrease in the number of
directors shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible.

         Section 2.02. Removal, Vacancies and Additional Directors. Any director
or directors may be removed only for cause and only by vote of the shareholders.
No director may be removed if the votes cast against his removal would be
sufficient to elect him if voted cumulatively at an election at which the same
total number of votes were cast and the entire class of directors of which he is
a member were then being elected. Newly created directorships resulting from an
increase in the number of directors and vacancies occurring in the board of
directors for any reason except the removal of directors without cause may be
filled by a vote of a majority of the directors then in office, although less
than a quorum exists. A director elected to fill a newly created directorship
shall hold office until the expiration of the term of the class to which such
director has been appointed. A director elected to fill a vacancy shall be
elected to hold office for the unexpired term of such director's predecessor.



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         Section 2.03. Qualification and Election.

                  (a) All directors of the corporation shall be natural persons
of full age, but need not be residents of New York or shareholders in the
corporation. Except in the case of vacancies, directors shall be elected by the
shareholders. If directors of more than one class are to be elected, each class
of directors to be elected at the meeting shall be nominated and elected
separately.

                  (b) Nominations for election of directors may be made by any
shareholder entitled to vote for the election of directors, if written notice
(the "Notice") of such shareholder's intent to nominate a director at the
meeting is given by the shareholder and received by the Secretary of the
corporation in the manner and within the time specified in this section 2.03.
The notice shall be delivered to the Secretary of the corporation not less than
14 days nor more than 50 days prior to any meeting of the shareholders called
for the election of directors; provided, however, that if less than 21 days'
notice of the meeting is given to shareholders, the Notice shall be delivered to
the Secretary of the corporation not later than the earlier of the seventh day
following the day on which notice of the meeting was first mailed to
shareholders or the fourth day prior to the meeting. In lieu of delivery to the
Secretary of the corporation, the Notice may be mailed to the Secretary of the
corporation by certified mail, return receipt requested, but shall be deemed to
have been given only upon actual receipt by the Secretary of the corporation.

                  (c)  The Notice shall be in writing and shall contain or be
                       accompanied by:

                           (1)  the name and address of such shareholder;

                           (2) a representation that the shareholder is a holder
                  of record of the corporation's voting stock and intends to
                  appear in person or by proxy at the meeting to nominate the
                  person or persons specified in the Notice;

                           (3) such information regarding each nominee as would
                  have been required to be included in a proxy statement filed
                  pursuant to Regulation 14A of the rules and regulations
                  established by the Securities and Exchange Commission under
                  the Securities Exchange Act of 1934 (or pursuant to any
                  successor act or regulation) had proxies been solicited with
                  respect to such nominee by the management or board of
                  directors of the corporation;

                           (4) a description of all arrangements or
                  understandings among the shareholder and each nominee and any
                  other person or persons (naming such person or persons)
                  pursuant to which such nomination or nominations are to be
                  made by the shareholder; and

                           (5)  the consent of each nominee to serve as director
                  of the corporation if so elected.



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                  (d) Unless a judge or judges of election shall have been
appointed pursuant to these by-laws, the chairman of the meeting may, if the
facts warrant, determine and declare to the meeting that any nomination made at
the meeting was not made in accordance with the foregoing procedures and, in
such event, the nomination shall be disregarded. Any decision by the chairman of
the meeting shall be conclusive and binding upon all shareholders of the
corporation for any purpose.

                  (e) The above procedures shall not apply to nominations with
respect to which proxies shall have been solicited pursuant to a proxy statement
filed pursuant to Regulation 14A of the rules and regulations adopted by the
Securities and Exchange Commission under the Securities Exchange Act of 1934, or
pursuant to any successor act or regulation.

         Section 2.04. Place of Meeting. Except as provided in these by-laws,
the board of directors may hold its meetings, regular or special, in such place
or places within or without the State of New York as the board from time to time
shall determine.

         Section 2.05. Regular Meetings. Unless otherwise provided by the board
of directors, a regular meeting of the board shall immediately follow each
annual meeting of shareholders of the corporation. No notice shall be required
for a regular meeting of the board of directors if the time, date and place of
such meetings are fixed by the board of directors.

         Section 2.06. Special Meetings. Special meetings of the board of
directors shall be held whenever called by direction of the Chairman, the CEO,
the President or by one-third of the directors then in office.

         The Secretary shall give or cause to be given oral or written notice of
the time and place of holding each special meeting to each director at least 24
hours before the meeting at the address which each such director has designated
to the Secretary of the corporation as the address to which notices intended for
such director shall be mailed. Unless otherwise indicated in the notice thereof,
any and all business may be transacted at any regular or special meeting. Any
business may be transacted by the board of directors at a meeting at which every
member of the board of directors is present, although held without notice.

         Section 2.07. Quorum. Subject to the provision of section 2.02 and
2.09, and except as otherwise expressly required by law, the presence of a
majority of the directors in office shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting of the board of directors at which a quorum is present shall be the
act of the board of directors. A majority of the directors present, whether or
not a quorum is present, may adjourn a meeting from time to time without notice
other than by announcement at the meeting. At any adjourned meeting at which a
quorum is present, any business may be transacted that might have been
transacted at the meeting as originally called.

         Section 2.08. Organization. The Chairman or, in the Chairman's absence,
the CEO, shall call every meeting of the board of directors to order and shall
act as chairman of the meeting. In the event of the absence of the Chairman or
in the event of the CEO's absence, a chairman shall be elected from the
directors present.

         The Secretary of the corporation shall act as Secretary of all meetings
of the directors and keep the minutes; in the absence of the Secretary, the
chairman of the meeting may appoint any person to act as Secretary of the
meeting.

         At all meetings of the board of directors business shall be transacted
in such order as from time to time the board may determine.



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         Except as otherwise required by law, at any regular or special meeting
of the board of directors, the vote of a majority of the directors present at
the time of the vote, if a quorum is present at such time, shall be the act of
the board.

         Section 2.09. Committees. The board of directors may by resolution
adopted by a majority of the entire board designate from among its members
committees, each consisting of three or more directors, and each of which, to
the extent provided in the resolution, shall have all the authority of the
entire board, except that no such committee shall have authority as to the
following matters:

                      (1)  The submission to shareholders of any action that
needs shareholders' approval under the Business Corporation Law of the State of
New York.

                      (2)  The filling of vacancies in the board of directors or
in any committee.

                      (3)  The fixing of compensation of the directors for
serving on the board or on any committee.

                      (4)  The amendment or repeal of the by-laws, or the
adoption of new by-laws.

                      (5)  The amendment or repeal of any resolution of the
board of which by its terms shall not be so amendable or repealable.

         Section 2.10. Compensation of Directors. Each director shall be paid
such reasonable fee, if any, for such director's service as such to the
corporation as may be fixed from time to time by resolution of the board of
directors. Such fee for directors may be on such basis as the board of directors
shall deem appropriate and may include expenses for attendance at meetings of
the board or committees thereof. Directors serving the corporation in any other
capacity may be compensated separately for such services.

         Section 2.11. Consent of Directors or Committee in Lieu of Meeting. Any
action required or permitted to be taken by the board of directors or any
committee thereof may be taken without a meeting if all members of the board or
committee consent in writing to the adoption of a resolution authorizing the
action. The resolutions and the written consents thereto shall be filed with the
minutes of the proceedings of the board or committee.

         Section 2.12. Conference Telephone Meetings. Any one or more members of
the board of directors or any committee thereof may participate in a meeting of
the board or committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at such meeting.

                                   ARTICLE III

                                    Officers

         Section 3.01. Titles and Appointment. The officers of the Corporation
shall be a Chairman, CEO, a President, one or more Vice Presidents, a Secretary,
a Treasurer and such additional officers as the board of directors may appoint
pursuant to Section 3.08. All officers shall be elected or appointed by the
board of directors and shall hold office at the pleasure of the board. The
officers may, but need not, be directors. The same person may hold any two or
more offices, except that the same person shall not be both President and
Secretary at the same time.



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         The board of directors may require any officer to give security for the
faithful performance of such officer's duties and may remove any officer with or
without cause. The election or appointment of an officer shall not of itself
create any contract rights and such officer's removal without cause shall be
without prejudice to such officer's contract rights, if any.

         In addition to the powers and duties of the officers of the corporation
set forth in these by-laws the officers, agents and employees of the corporation
shall have such powers and perform such duties in the management of the
corporation as the board of directors may prescribe.

         Section 3.02. Powers and Duties of the Chairman. The board of directors
shall, from time to time, elect a Chairman from among the then existing
directors by a vote of the majority of the directors. The Chairman may, but need
not, be the CEO of the corporation. The Chairman shall preside at all meetings
of shareholders and at all meetings of the board of directors, propose
committees to the board of directors for board of director approval, and perform
such other duties as may from time to time be assigned to such person by these
by-laws or the board of directors.

         Section 3.03. Powers and Duties of the CEO. The Chief Executive Officer
of the corporation, subject to the control of the board of directors, shall have
general charge and control of all of its business and affairs and shall have all
powers and shall perform all duties incident to the office of the CEO. In the
absence of the Chairman, the CEO shall preside at all meetings of the
shareholders and at all meetings of the board of directors. The CEO shall
perform such other duties as may from time to time be assigned to such person by
these by-laws or the board of directors.

         Section 3.04. Powers and Duties of the President. The President shall
act as the chief operating officer of the corporation (or any division thereof
if so appointed by the board of directors) and, subject to the control of the
board of directors and the CEO, shall have general charge and control of all its
operations and shall have all powers and shall perform all duties incident to
the office of President. In the absence of the Chairman and the CEO, the
President shall preside at all meetings of the shareholders and shall have such
other powers and perform such other duties as may from time to time be assigned
to such person by these by-laws, the CEO or the board of directors.

         Section 3.05. Powers and Duties of the Vice President. Each Vice
President shall have all powers and shall perform all duties incident to the
office of Vice President and shall have such other powers and perform such other
duties as may from time to time be assigned to such person by these by-laws or
by the board of directors, the CEO or the President.

         Section 3.06. Powers and Duties of the Secretary. The Secretary shall
maintain the minutes of all meetings of the board of directors and the minutes
of all meetings of the shareholders, shall attend to the giving or serving of
notices of the corporations, shall have custody of the corporate seal of the
corporation and shall affix the same to such documents and other papers as the
board of directors, the CEO or the President shall authorize and direct, shall
have charge of the stock certificate book, transfer books and stock ledgers and
such other books and papers as the board of directors, the CEO or the President
shall direct, all of which shall at all reasonable times be open to the
examination of any director, upon application, at the office of the corporation
during business hours, and shall have all powers and shall perform all duties
incident to the office of Secretary and shall also have such other powers and
shall perform such other duties as may from time to time be assigned to such
person by these by-laws or the board of directors, the CEO or the President.



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         Section 3.07. Powers and Duties of the Treasurer. The Treasurer shall
receive, have custody of, and when proper shall pay out, disburse or otherwise
dispose of, all funds and securities of the corporation which may come into the
Treasurer's hands. In the name and on behalf of the corporation, the Treasurer
may endorse checks, notes and other instruments for collection and shall deposit
the same to the credit of the corporation in such bank or banks or depository or
depositories as the board of directors may designate. The Treasurer shall sign
all receipts and vouchers for payments made to the corporation, shall enter or
cause to be entered regularly, in the books of the corporation kept for the
purpose, full and accurate accounts of all moneys received or paid or otherwise
disposed of by such person and whenever required by the board of directors, the
CEO or the President shall render statements of such accounts, and shall have
all powers and shall perform all duties incident to the office of Treasurer and
shall also have such other powers and shall perform such other duties as may
from time to time be assigned to such person by these by-laws or by the board of
directors, the CEO or the President.

         Section 3.08. Additional Officers. The board of directors from time to
time may appoint such other officers (who may, but need not, be directors),
including but not limited to Assistant Vice Presidents, Assistant Secretaries,
Assistant Treasurers, a Controller and Assistant Controller, as the board may
deem advisable and the officers so appointed shall have such powers and perform
such duties as may be assigned to them by the board of directors, the CEO or the
President.

         In the absence of the Secretary or the Treasurer, upon the direction of
the board of directors, the CEO or the President, any Assistant Secretary and
any Assistant Treasurer, respectively, shall have all the powers and may perform
all the duties assigned to the Secretary or the Treasurer.

         Section 3.09. Voting Upon Shares, etc. Unless otherwise ordered by the
board of directors, the CEO, the President, any Vice President or the Secretary
shall have full power and authority in the name and on behalf of the corporation
in person or by proxy to attend and to act and vote at any meeting of security
holders or of any corporation the securities of which the corporation may hold
and at any such meeting shall possess and may exercise, in person or by proxy,
any and all rights, powers and privileges incident to the ownership of such
securities. The board of directors may from time to time, by resolution, confer
like powers upon any other person or persons.

         Section 3.10. Compensation of Officers. The officers of the corporation
shall be entitled to receive such compensation for their services as the board
of directors from time to time may determine.

                                   ARTICLE IV

                    Waiver of Claims; Discharge of Duty; and
                 Indemnification of Indemnified Representatives.

         Section 4.01. Indemnification of Indemnified Representatives. (a) The
corporation shall indemnify an indemnified representative against any liability
incurred in connection with any proceeding in which such representative may be
involved as a party or otherwise by reason of the fact that such person is or
was serving as an indemnified representative, including without limitation
liabilities resulting from any actual or alleged breach or neglect of duty,
error, misstatement or misleading statement, negligence, or act giving rise to
strict or products liability, provided that no indemnification may be made to or
on behalf of any director or officer if a judgment or other final adjudication
adverse to the director or officer establishes that such person's acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that the director or
officer personally gained in fact a financial profit or other advantage to which
the director or officer was not legally entitled. If an indemnified
representative is entitled to indemnification in respect of a portion, but not
all, of any liabilities to which such person may be subject, the corporation
shall indemnify such indemnified representative to the maximum extent for such
portion of any liabilities.



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                  (b)  For the purposes of this Article:

                           (i) "indemnified representative" means any director
                  or officer of the corporation and any other person designated
                  as an indemnified representative by the board of directors of
                  the corporation (which may include, but need not be limited
                  to, any person serving at the request of the corporation as a
                  director, officer, fiduciary or trustee of another
                  corporation, partnership, joint venture, trust, employee
                  benefit plan or other entity or enterprise);

                           (ii) "liability" includes, without limitation, any
                  judgment, fine, penalty, punitive damages, excise tax assessed
                  with respect to an employee benefit plan, amount paid in
                  settlement, cost or expense of any nature (including attorneys
                  fees); and

                           (iii) "proceeding" means any threatened, pending or
                  completed action, suit, appeal or other proceeding, whether
                  civil, criminal, administrative or investigative, whether
                  formal or informal, and whether brought by or in the right of
                  the corporation, by a class of its security holders or
                  otherwise.

         Section 4.02. Advancement of Expenses. The corporation shall pay the
expenses (including attorneys' fees) incurred by an indemnified representative
in advance of the final disposition of a proceeding described in Section
4.01(b)(iii) upon receipt of an undertaking by or on behalf of the indemnified
representative to repay such amount if it shall ultimately be determined
pursuant to Section 4.05 or otherwise that such person is not entitled to be
indemnified by the corporation pursuant to this Article. The financial ability
of an indemnified representative to repay an advance shall not be a prerequisite
to the making of such advance.

         Section 4.03. Proceedings Initiated by Indemnified Representative.
Notwithstanding any other provision of this Article, the corporation shall not
indemnify an indemnified representative for any liability incurred in a
proceeding initiated by such person (which shall not be deemed to include
affirmative defenses) unless the proceeding, or the request for indemnification,
is authorized, either before or after commencement of the proceeding, by the
affirmative vote of a majority of the directors in office.

         Section 4.04. Securing Indemnification Obligations. To further effect,
satisfy or secure the indemnification obligations provided in this Article or
otherwise, the corporation may maintain insurance, obtain a letter of credit,
act as self-insurer, create a reserve, trust, escrow, cash collateral or other
fund or account, enter into indemnification agreements, pledge or grant a
security interest in any assets or properties of the corporation, or use any
other mechanism or arrangement whatsoever in such amounts, at such costs, and
upon such other terms and conditions as the board of directors shall in is sole
discretion deem appropriate.



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         Section 4.05. Arbitration. The right to indemnification or advancement
of expenses as provided under this Article and any dispute related thereto shall
(except with respect to indemnification for liabilities arising under the
Securities Act of 1933 which the corporation has undertaken to submit to a court
for adjudication) be enforceable only by arbitration in the metropolitan area in
which the corporation's executive offices are located, in accordance with the
commercial arbitration rules then in effect of the American Arbitration
Association, before a panel of three arbitrators, one of whom shall be selected
by the corporation, the second of whom shall be selected by the indemnified
representative and the third of whom shall be selected by the other two
arbitrators. In the absence of the American Arbitration Association or if for
any reason arbitration under the arbitration rules of the American Arbitration
Association cannot be initiated, the necessary arbitrator or arbitrators shall
be selected by the presiding judge of the court of general jurisdiction in the
metropolitan area in which the corporation's executive offices are located. Each
arbitrator selected as provided herein is required to be or have been a director
or executive officer of a corporation whose shares of common stock were listed
during at least one year of such service on the New York Stock Exchange or the
American Stock Exchange or quoted on the National Association of Securities
Dealers Automated Quotations System. The corporation shall reimburse an
indemnified representative for the expenses (including attorneys' fees) incurred
in successfully prosecuting or defending such arbitration. Any award entered by
the arbitrators shall be final and binding and judgment may be entered thereon
by any party in accordance with applicable law in any court of competent
jurisdiction. This arbitration provision shall be specifically enforceable.

         Section 4.06. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnification provided for in this
Article or otherwise is applicable but for any reason is held to be unavailable,
the corporation shall contribute to the liabilities to which the indemnified
representative may be subject in such proportion as appropriate to reflect the
intent of this Article or otherwise.

         Section 4.07. Scope of Article. The rights granted by any provision of
this Article to an indemnified representative shall not be exclusive of any
other rights to which such indemnified representative may be entitled under any
statute, provision of the certificate of incorporation, agreement, vote of
shareholders or directors or otherwise, shall continue as to a person who has
ceased to be an indemnified representative in respect of matters arising while
such person served as an indemnified representative and shall inure to the
benefit of the heirs, executors, administrators and personal representatives of
such indemnified representative.

         Section 4.08. Reliance on Provisions. Each person who shall act as an
indemnified representative of the corporation shall be deemed to be doing so in
reliance upon rights of indemnification provided by this Article.

         Section 4.09. Amendment or Repeal. All rights to indemnification under
this Article shall be deemed a contract between the corporation and each
indemnified representative, pursuant to which the corporation and each
indemnified representative intend to be legally bound. Any repeal, amendment or
modification hereof shall be prospective only and shall not affect any rights or
obligations then existing.



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                                    ARTICLE V

                                     Shares

         Section 5.01. Certificates for Shares. Certificates for shares of the
corporation shall be in such form, not inconsistent with law and with the
certificate of incorporation, as the board of directors shall approve. All
certificates shall be signed by the CEO, the President or a Vice President and
by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer, and may be sealed with the seal of the corporation or a facsimile
thereof. The signatures of the officers upon a certificate may be facsimiles if
the certificate is countersigned by a transfer agent or registered by a
registrar other than the corporation or one of its employees.

         In case any officer who has signed or whose facsimile signature has
been placed upon a certificate for shares of the corporation shall have ceased
to be such officer of the corporation before the certificate is issued by the
corporation, the certificate may nevertheless be issued by the corporation with
the same effect as if he were such officer at the date of its issue.

         Section 5.02. Transfer of Shares. Shares of the corporation shall be
transferred on the books of the corporation by the holder thereof, in person or
by such person's attorney thereunto duly authorized in writing, upon surrender
and cancellation of certificates for the number of shares to be transferred,
except as provided in the succeeding section.

         Section 5.03. Lost, Stolen or Destroyed Certificates. No certificate
for shares of stock of the corporation shall be issued in place of any
certificate alleged to have been lost, stolen or destroyed, except upon
production of such evidence of the loss, theft or destruction, and upon such
indemnification of the corporation and its agents to such extent and in such
manner as the board of directors may from time to time prescribe.

         Section 5.04. Regulations. The board of directors shall have power and
authority to make such other rules and regulations not inconsistent with the
certificate of incorporation or with these by-laws as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
the corporation.

                                   ARTICLE VI

                            Miscellaneous Provisions

         Section 6.01. Corporate Seal. The board of directors shall provide a
suitable seal, containing the name of the corporation, and the Secretary shall
have custody thereof.

         Section 6.02. Fiscal Year. The fiscal year of the corporation shall be
such fiscal year as the board of directors from time to time by resolution shall
determine.

         Section 6.03. Contracts. Except as otherwise provided in these by-laws
or by law or as otherwise directed by the board of directors, the CEO, the
President or any Vice President shall be authorized to execute and deliver, in
the name and on behalf of the corporation, all agreements, bonds, contracts,
deeds, mortgages and other instruments, either for the corporation's own account
or in a fiduciary or other capacity, and the seal of the corporation, if
appropriated, shall be affixed thereto by any such officer or the Secretary or
an Assistant Secretary. The board of directors, the CEO, the President or any
Vice President designated by the board of directors, the CEO, or the President
may authorize any other officer, employee or agent to execute and deliver, in
the name and on behalf of the corporation, agreements, bonds, contracts, deeds,
mortgages, and other instruments, either for the corporation's own account or in
a fiduciary or other capacity, and, if appropriate, to affix the seal of the
corporation thereto. The grant of such authority by the board or any such
officer may be general or confined to specific instances.



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         Section 6.04. Checks, Notes, etc. All checks, drafts, bills of
exchange, acceptances, notes or other obligations or orders for the payment of
money shall be signed and, if required by the board of directors, countersigned
by such officers of the corporation and/or other persons as the board of
directors from time to time shall designate.

         Checks, drafts, bills of exchange, acceptances, notes, obligations and
orders for the payment of money made payable to the corporation may be endorsed
for deposit to the credit of the corporation with a duly authorized depository
by the Treasurer and/or such other officers or persons as the board of directors
from time to time may designate.

         Section 6.05. Loans. No loans and no renewals of any loans shall be
contracted on behalf of the corporation except as authorized by the board of
directors. When authorized, any officer or agent of the corporation may obtain
loans and advances for the corporation from any bank, trust company or other
institution or from any firm, corporation or individual, and for such loans and
advances may make, execute and deliver promissory notes, bonds or other
evidences of indebtedness of the corporation. When authorized to do so by the
board of directors, the CEO, President or any officer or agent of the
corporation may pledge, hypothecate or transfer, as security for the payment of
any and all loans, advances, indebtedness and liabilities of the corporation,
any and all stocks, securities and other personal property at any time held by
the corporation, and to that end may endorse, assign and deliver the same. Such
authority may be general or confined to specific instances.

                                   ARTICLE VII

                           Amendments and Severability

         Section 7.01. Amendments. These by-laws may be amended by the board of
directors of the corporation, provided that these by-laws or any amendments so
adopted by the board may be amended or repealed by the vote of the shareholders
of the corporation entitled to vote thereon.

         Section 7.02. Severability. Any provision of these bylaws which is
adjudicated to be invalid or unenforceable in any jurisdiction or under any
circumstance shall be ineffective to the extent of such invalidity or
unenforceability and shall be deemed reformed to the maximum extent authorized
to conform to the applicable law of such jurisdiction. Any such adjudication
shall not invalidate or render unenforceable such provision in any other
jurisdiction or under any other circumstances.



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