<PAGE>


                                                     EXHIBIT 3(b)


                     KOLLMORGEN CORPORATION
                      AMENDED AND RESTATED
                             BY-LAWS

                            ARTICLE I
                     Meeting of Shareholders

                Section l.  Annual Meetings.  The annual meeting of
shareholders for the election of directors and for the transaction of such
other business as may properly come before the meeting (as defined in
Section 4 herein) shall be held at the principal office of the
Corporation, or at such other place within or without the State of New
York as shall be designated by the Board of Directors, on the second
Wednesday in May of each year at 10 o'clock in the forenoon of that day. 
If the day so designated falls on a legal holiday, the meeting shall be
held on the first secular day thereafter.  If the election of directors
shall not be held as prescribed above, such election will be held at a
special meeting of shareholders called in accordance with the provisions
of these By-Laws or in the manner provided by law.  

                Section 2.  Special Meetings.  Special meetings of the
shareholders may be called at any time by the Chairman of the Board of
Directors or the Chief Executive Officer or by resolution of the Board of
Directors, and shall be called by the Secretary or any other officer when
directed by the Chairman of the Board of Directors or the chief executive
officer or requested in writing by shareholders representing not less than
one-half of the outstanding shares of stock of the Corporation entitled to
vote at such meeting, stating the purposes of the meeting so requested. 
No business other than that specified in the notice of the meeting shall
be presented to any such special meeting, unless otherwise prescribed by
law.  

                Special meetings may also be called and held in such cases and
in such manner as may be specifically provided by law.  

                Section 3.  Notice.  (a)  Notice of every meeting of
shareholders shall be in writing, shall state the place, date and hour of
the meeting and, unless it is the annual meeting, shall indicate that it
is being issued by or at the direction of the person or persons calling
the meeting.  Additionally, notice of a special meeting shall also state
the purpose or purposes for which the meeting is called.  A copy of such
notice shall be served personally or by mail upon each shareholder of
record entitled to vote at such meeting, not less than ten (10) or more
than fifty (50) days before such meeting.  If mailed, such notice shall be
directed to each shareholder at his address as it appears on the stock
book of the Corporation, unless he shall have filed with the Secretary a
written request that notices intended for him be mailed to some other
address, in which case it shall be mailed to the place designated in such
request.  

                                    -1-<PAGE>



                (b) Notice of the time or place of any adjourned meeting need
not be given if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken.  At the
adjourned meeting any business may be transacted that might have been
transacted on the original date of the meeting.  

                (c) Notice of any meeting shall be deemed to have been given to
any shareholder who submits a signed waiver of notice, in person or by
proxy, whether before or after the meeting.  

                Section 4.  Notice of Shareholder Business and Nomination of
Directors.  (a)  At annual or special meetings of the shareholders, only
such business shall be conducted as shall have been brought before the
meetings (i) pursuant to the Corporation's notice of meeting, (ii) by or
at the direction of the Board of Directors, or (iii) by any shareholder of
the Corporation who is a shareholder of record at the time of giving of
notice provided for in this Section 4, who shall be entitled to vote at
such meeting, and who complies with the notice procedures set forth in
this Section 4.  

                (b) Only persons who are nominated in accordance with the
procedures set forth in these By-Laws shall be eligible to serve as
directors. Nominations of persons for election to the Board of Directors
may be made at a meeting of shareholders (i) by or at the direction of the
Board of Directors, or (ii) by any other shareholder of the Corporation
who is a shareholder of record at the time of giving of notice provided
for this Section 4, who shall be entitled to vote for the election of
directors at the meeting, and who complies with the notice procedures set
forth in this Section 4.  

                (c)     A shareholder must give timely, written notice to the
Secretary of the Corporation to nominate directors at an annual or special
meeting or to propose business to be brought before an annual or special
meeting.  To be timely, a shareholder's notice must be received at the
principal executive offices of the Corporation not more than 120 days nor
less than 90 days before the meeting.  Such shareholder's notice shall set
forth (i) with respect to each matter, if any, that the shareholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting and the reasons for conducting
such business at the meeting, (ii) with respect to each person, if any,
whom the shareholder proposes to nominate for election as a director, all
information relating to such person (including such person's written
consent to being named in the proxy statement as a nominee and to serving
as a director) that is required under the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder, (iii)
the name and address, as they appear on the Corporation's records, of the
shareholder proposing such business or nominating such persons (as the
case may be), and the name and address of the beneficial owner, if any, on
whose behalf the proposal or nomination is made, (iv) the class and number
of shares of capital stock of the Corporation that are owned beneficially
and of record by such shareholder of record and by the beneficial owner,
if any, on whose behalf the proposal or nomination is made, and (v) any 
                                    -2-<PAGE>



material interest or relationship that such shareholder of record and/or
the beneficial owner, if any, on whose behalf the proposal or nomination
is made may respectively have in such business or with such nominee.  At
the request of the Board of Directors, any person nominated for election
as a director shall furnish to the Secretary of the Corporation the
information required to be set forth in a shareholder's notice of
nomination which pertains to the nominee.  

                (d) No business shall be conducted, and no person shall be
nominated to serve as a director, at an annual or special meeting of
shareholders, except in accordance with the procedures set forth in this
Section 4.  The chairman of the meeting (as appointed by the Chairman of
the Board) shall, if the facts warrant, determine that business was not
properly brought before the meeting, or that a nomination was not made, in
accordance with the procedures prescribed by these By-Laws and, if he
shall so determine, he shall so declare to the meeting, and any such
business not properly brought before the meeting shall not be transacted
and any defective nomination shall be disregarded.  A shareholder shall
also comply with all applicable requirements of the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated
thereunder with respect to the matters set forth in this Section 4.  

                Section 5.  Quorum.  At all meetings of shareholders the
presence in person or by proxy of the holders of a majority of the votes
entitled to vote thereat shall be necessary to constitute a quorum except
where otherwise provided by the Certificate of Incorporation, by these By-
Laws or by law.  

                Section 6.  Adjournment in Absence of Quorum.  Any meeting
duly called and noticed, at which shareholders constituting a quorum shall
not be present in person or by proxy, may be adjourned by a vote of the
holders of a majority of the votes present.  

                Section 7.  Voting.  At all meetings of the shareholders, a
quorum being present, all matters, except as otherwise provided by the
Certificate of Incorporation or by law, shall be decided by a majority of
the votes cast by the shareholders present in person or by proxy and
entitled to vote.  

                Section 8.  Proxies.  Every shareholder entitled to vote at
any meeting of shareholders may vote by proxy.  Every proxy must be
executed in writing by the shareholder or his duly authorized attorney. 
No proxy shall be valid after the expiration of eleven months from the
date of its execution, unless the shareholder shall have specified therein
its duration.  Every proxy shall be revocable at the pleasure of the
person executing it or his personal representatives or assigns except as
otherwise provided by law.  

                           ARTICLE II
                            Directors

                Section 1.  Qualifications and General Powers.  The business
and affairs of the Corporation, except as otherwise herein provided, shall
                                    -3-<PAGE>



 be managed under the direction of its Board of Directors.  Directors
shall be shareholders.  All directors shall be of full age.  

                The Board of Directors shall in all cases act as a Board,
regularly convened, and in the transaction of business the act of a
majority present at a meeting at which a quorum is present shall be the
act of the Board of Directors, except as otherwise provided by the
Certificate of Incorporation, by these By-Laws or by law.  At all meetings
of the Board  of Directors each director shall have one vote. 

                The Board of Directors may adopt such rules and regulations for
the conduct of its meetings, meetings of committees, if any, and the
management of the Corporation as it may deem proper.  Such rules and
regulations may not be inconsistent with the Certificate of Incorporation,
these By-Laws or law.  

                The Board of Directors may elect from among its members a
Chairman of the Board.  The Chairman of the Board shall act as chairman
of, and preside at, all meetings of shareholders and the Board of
Directors.  In the Chairman's absence, any director (or in the case of
meetings of shareholders, any director or officer) appointed by resolution
of the Board shall preside at meetings of shareholders and of the Board. 
The Chairman of the Board shall inform himself as to the progress of the
Corporation's management in meeting goals established by the Board and
shall be generally responsible for organizing and leading the Board in
performing its role as set forth in the By-Laws.  He shall be a member
ex-officio of all committees of the Board.  The Chairman shall perform
such other duties and have such additional powers as the Board may, from
time to time, confer on him by resolution of the Board.  The Chairman of
the Board shall not, solely by reason of his title and position, be deemed
to be an officer of the Corporation.  

                Section 2.  Number, Election and Term of Office of Directors. 
The Board of Directors shall consist of not less than three (3) nor more
than fifteen (15) directors, as the Board may from time to time determine. 
Any action by the Board to increase or decrease the number of directors
shall require the affirmative vote of a majority of the entire Board.  No
decrease in the number of directors shall have the effect of shortening
the term of any incumbent director.  

                The directors shall be divided into two (2) classes, each class
to consist of not less than four (4) nor more than five (5) directors. 
All classes shall be as nearly equal in number as possible.  At each
annual meeting of shareholders, directors shall be elected for a term of
two years to replace those directors whose terms shall then expire.  

                Any newly-created directorships or any decrease in directorships
shall be so apportioned among the classes of directors as to make all
classes as nearly equal in number as possible.  

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                If the number of directors is increased by the Board of
Directors and any newly-created directorships are filled by the Board,
there shall be no classification of the additional directors until the
next annual meeting of shareholders.  

                Except as may otherwise be required by the Certificate of
Incorporation or by law, directors shall be elected by a plurality of the
votes cast by the holders of shares entitled to vote in the election.  

                Each director shall continue in office until his term shall have
expired and until his successor shall have been elected and qualified or
until his prior death, removal or resignation.  

                Section 3.  Resignation.   Any director may resign at any
time by giving written notice to the chief executive officer or to the
Secretary.  Such resignation shall take effect at the time specified
therein.  Unless otherwise specified therein, the acceptance of a
resignation shall not be necessary to make it effective.  

                Section 4.  Vacancies.  Vacancies on the Board of Directors,
whether caused by death, resignation, or otherwise, may be filled by the
affirmative vote of the majority of the remaining directors or by the
remaining director if there be only one.  Each successor director shall
hold office for the unexpired portion of the term of his predecessor, and
until the election and qualification of his successor.  

                Section 5.  Regular Meetings.  The Board of Directors shall
meet for the purpose of organization, election of officers and the
transaction of such other business as may be deemed necessary, as soon as
practicable after the adjournment of the annual meeting of shareholders. 
Other regular meetings of the Board of Directors shall be held at such
times as may be fixed from time to time by resolution of the Board. 
Notice of regular meetings need not be given.  

                Section 6.  Special Meetings.  Special meetings of the Board
of Directors may be held whenever called by the Chairman of the Board or
by any two directors.  Notice of the time and place of such special
meeting shall be mailed to each director, addressed to him at his
residence or regular place of business, or communicated to him at such
place by telegraph, cable or telex, or delivered to him personally, or by
telephone not later than two days prior to the date fixed for the meeting. 


                Section 7.  Waiver of Notice.   Notice of any meeting shall
be deemed to have been given to any director who submits a signed waiver
of notice whether before or after the meeting.  At any meeting at which
all of the directors are present, although such meeting is held without
notice, any business may be transacted which might have been transacted if
the meeting had been duly called.  

                                    -5-<PAGE>



                Section 8.  Quorum and Voting By The Directors.  If all of
the directors consent in writing to the adoption of a resolution
authorizing any action required or permitted to be taken by the Board of
Directors, such action may be taken without a meeting of the Board of
Directors.  

                At all meetings of the Board of Directors the presence of at
least one-third of the entire Board shall be necessary to constitute a
quorum.  If at any meeting a quorum shall not be present, a majority of
those directors present may adjourn the same until a quorum is present. 
Notice of the time and place of any adjourned meeting need not be given
other than by announcement at the meeting at which the adjournment is
taken.  

                The participation by any director in a meeting of the Board of
Directors 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, shall constitute presence in person at such
meeting for all purposes.  

                Section 9.  Place of Meetings.  Meetings of the Board of
Directors shall be held at such place or places within or without the
State of New York as may be fixed by the Board, any executive committee,
or designated in the notice of meeting.  

                Section 10. Committees.  At the organization meeting of the
Board in each year, the Board of Directors, by resolution adopted by a
majority of the entire Board, shall appoint from its members an Executive
Committee, a Personnel and Compensation Committee, a Retirement Plans
Committee and an Audit Committee.  At the organization meeting or at any
other meeting of the Board of Directors, the Board may appoint, by
resolution adopted by a majority of the entire Board, such other
committees as it may deem advisable for the management of the
Corporation's affairs.  Each such committee shall consist of three or more
directors.  The Board may designate one or more directors as alternate
members of any committee, who may replace any absent member or members at
any meeting of such committee.  The committees shall be comprised of such
members of the Board as the Board deems appropriate, provided that the
membership of the Executive Committee shall include the Chairman of the
Board, and the Personnel and Compensation Committee shall be comprised of
directors who are not employees of the Corporation.  The Executive
Committee shall have and may exercise all the powers of the Board of
Directors in the direction of the management of the Corporation between
meetings of the Board, except as otherwise provided by the Certificate of
Incorporation, by these By-Laws or by law.  The Personnel and Compensation
Committee generally shall be responsible for reviewing all of the
Corporation's compensation policies and practices company-wide, and
specifically for (i) reviewing and recommending to the Board of Directors
the total compensation programs and benefit plans (including base salaries
and long- and short-term incentive plans) applicable to the Corporation's
key decision makers, other than retirement plans; and (ii) administering
the Corporation's stock option plans.  In addition, this Committee reviews
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and makes recommendations on the policies and programs for the development
of management personnel throughout the Corporation.  The Retirement Plans
Committee shall be responsible for reviewing and advising the Board and
recommending action with respect to management's selection of trustees
under the Corporation's retirement trusts, reviewing and recommending to
the Board action with respect to management's selection of managers of the
Retirement Plan Administration Committee and Retirement Plan Investment
Committee, reviewing and advising the Board and recommending action with
respect to activities of the named fiduciaries of the Corporation's
retirement plans and of trustees of the Corporation's retirement trust
and, where appropriate, recommending termination of their appointments and
reviewing and advising the Board and recommending action with respect to
establishment and amendment of retirement plans and trusts.  The Audit
Committee shall be responsible for overseeing and reviewing the internal
and external audit of the Corporation's books and accounts, for reviewing
the audited financial statements of the Corporation, for reviewing the
Corporation's internal control procedures, and for reviewing and approving
the independence of the Corporation's public accountants.  The Personnel
and Compensation, Retirement Plans and Audit Committees shall report to
the Board of Directors from time to time, or whenever called upon to do
so, and shall have such powers as may be reasonably necessary in order to
carry out their duties.  Each other committee appointed by the Board shall
have such powers and shall perform such duties as are specified in the
resolutions designating it or in subsequent resolutions adopted by a
majority of the entire Board, except as otherwise provided by the
Certificate of Incorporation, by these By-Laws or by law.  Each committee
shall serve at the pleasure of the Board.  All committees shall make their
own rules of procedures, subject to such rules as may be made by the Board
of Directors, shall keep regular minutes of the transactions at their
meetings, and shall report the same to the Board of Directors at its next
meeting.  

                Section 11. Compensation.  In consideration for his services
as a director, each member of the Board, as well as each honorary or
emeritus director, who is not a regular employee of the Corporation shall
be paid (a) an annual fee of $24,000 payable quarterly at the beginning of
each calendar quarter, (b) an attendance fee of $800 for each meeting of
the Board of Directors which he attends, and for each meeting of any
committee of the Board of which he is a member and which he attends, (c)
$800 for each day which he attends at the Corporation's annual planning
meeting, and (d) $800 for each day he participates in any special
assignment requested by the Corporation.  All directors shall be
reimbursed for their reasonable out-of-pocket expenses incurred in
connection with their attendance at aforementioned meetings of the Board
of Directors or otherwise in connection with performance of their duties
as directors upon submission of appropriate expense vouchers.  

                Nothing herein contained shall be construed to preclude any
director from serving the Corporation in any capacity other than as a
director and receiving compensation therefor.  

                                    -7-<PAGE>



                Section 12. Director Emeritus.  The Board of Directors may,
from time to time, appoint any former director of the Corporation who
shall have retired from the Board for reasons of age, health or similar
reason, as Director Emeritus of the Corporation.  A Director Emeritus
shall be entitled to attend such meetings of the directors and be
compensated therefor as the Board may determine.  

                           ARTICLE III
                            Officers

                Section 1.  Elected and Other Officers.  The elected officers
of the Corporation shall be a President, one or more Vice Presidents, a
Treasurer, a Secretary and a Controller.  All of such officers shall be
elected by the Board of Directors at its regular meeting following the
annual meeting of the shareholders.  Except as otherwise provided by the
Certificate of Incorporation or by these By-Laws, such officers shall hold
office until the regular meeting of the Board of Directors held after the
next annual meeting of the shareholders and until their respective
successors have been elected and qualified.  

                The Board of Directors may elect or appoint one or more
Assistant Secretaries and such additional officers, and the Board of
Directors and the chief executive officer may appoint such agents, as may
be deemed necessary for the conduct of business of the Corporation.  Each
of such additional officers and agents shall have such duties and powers,
and shall hold office for such period as the Board of Directors or the
chief executive officer, as the case may be, may determine.  

                The same person may hold two or more offices, whether elective
or appointive, except that the President may not hold the office of
Secretary.  

                Section 2.  Resignation and Removal.  Subject to the
provisions of any contract of employment, any officer may resign at any
time by giving written notice to the Chairman of the Board of Directors or
to the Secretary, and such resignation shall take effect at the time and
in the manner specified therein.  Any officer may be removed, with or
without cause, and his successor may be elected, at any meeting of the
Board of Directors, by a majority vote of the entire Board.  

                Section 3.  Vacancies.  A vacancy in any office, however
caused, may be filled for the unexpired term of office at any meeting of
the Board of Directors.  

                Section 4.  Compensation.   The compensation of all elected
officers of the Corporation shall be fixed by the Personnel and
Compensation Committee of the Board of Directors.  The compensation of
officers and agents of the Corporation appointed by the Board of Directors
or by the chief executive officer shall be fixed by the body or person
appointing them.  

                                    -8-<PAGE>



                Section 5.  Powers and Duties.  The officers of the
Corporation shall respectively have such powers and perform such duties in
the management of the property and affairs of the Corporation as may be
provided in these By-Laws or, to the extent not so provided, by the Board
of Directors.  

                Section 6.  President.  The President shall be the chief
executive officer of the Corporation and shall have the authority and
exercise all of the powers appertaining to a chief executive officer of a
Corporation, except where otherwise provided by law.  In the absence or
inability of the President to act, the authority vested in the President
shall be exercised during such absence or inability by the Executive
Committee of the Board, unless otherwise determined by the Board of
Directors.  

                The President shall have general authority to execute and
deliver contracts, deeds, mortgages, bonds and ocher instruments in the
name and on behalf of the Corporation.  

                Section 7.  Vice Presidents.  The several Vice Presidents
shall have authority to execute and deliver contracts, deeds, mortgages,
bonds and other instruments in the name and on behalf of the Corporation
and shall perform such duties and have such powers as may be assigned to
them from time to time by the Board of Directors or the chief executive
officer.  

                Section 8.  Treasurer.  The Treasurer shall have the care and
custody of all the funds of the Corporation, and shall have active control
of and shall be responsible for all matters pertaining to the accounts of
the Corporation and its subsidiaries.  He shall deposit the funds of the
Corporation in such banks or other depositories as the Board of Directors,
or any officer or officers, or any officer and agent jointly, duly
authorized by the Board of Directors, shall, from time to time, direct or
approve.  He shall keep a full and accurate account of all moneys received
and paid on account of the Corporation, and shall render a statement of
his accounts whenever the Board of Directors shall require.  He shall
supervise the auditing of all payrolls and vouchers of the Corporation and
its subsidiaries and shall direct the manner of certifying the same; shall
supervise the manner of keeping all vouchers for payment by the
Corporation and its subsidiaries and all other documents relating to such
payments; shall receive, audit and consolidate all operating and financial
statements of the Corporation, its various departments, divisions and
subsidiaries; shall have supervision of the books of account of the
Corporation and its subsidiaries, their arrangement and classification,
and shall supervise the accounting and auditing practices of the
Corporation and its subsidiaries.  He shall perform all other necessary
acts and duties in connection with the administration of the financial
affairs of the Corporation, and shall generally perform all the duties
usually appertaining to the office of treasurer of a Corporation.  When
required by the Board of Directors, he shall give bonds for the faithful
discharge of his duties in such sums and with such sureties as the Board
                                    -9-<PAGE>



of Directors shall approve.  In the absence of the Treasurer, such person
as shall be designated by the Board of Directors shall perform his duties. 

                Section 9.  Secretary.  The Secretary shall attend all
meetings of the Board of Directors and the shareholders and shall record
all votes and the minutes of all proceedings in a book to be kept for that
purpose and shall, when requested, perform like duties for all committees
of the Board of Directors.  He shall attend to the giving of notice of all
meetings of the shareholders, and special meetings of the Board of
Directors and committees thereof; he shall have custody of the corporate
seal and, when authorized by the Board of Directors, shall have authority
to affix the same to any instrument and, when so affixed, it shall be
attested by his signature or by the signature of the Treasurer or an
Assistant Secretary or an Assistant Treasurer.  He shall keep and account
for all books, documents, papers and records of the Corporation, except
those for which some other officer or agent is properly accountable.  He
shall have authority to sign stock certificates, and shall generally
perform all the duties appertaining to the office of secretary of a
Corporation.  In the absence of the Secretary, such person as shall be
designated by the Board of Directors shall perform his duties.  

                Section 10. Controller.  The Controller shall be responsible
for planning and directing the functions of corporate accounting, internal
auditing, taxes and financial planning and control.  He shall also
establish policies with respect to accounting matters and exercise policy
direction over the conduct of accounting throughout the Corporation, and
shall perform such other duties as may be assigned to him by the chief
financial officer or the Board of Directors.  

                Section 11. Absence or Inability to Act.  Except as otherwise
provided in these By-Laws, in the case of the absence or inability of any
officer of the Corporation to act and of any person herein authorized to
act in his place, the Board of Directors may delegate the powers or duties
of such officer to any other officer or to any other person.  

                Section 12. Security.  The Board of Directors may require any
officer to give security for the faithful performance of his duties.  Such
security may be in the form of a bond in such sum, with such surety or
sureties, and in such form as the Board may approve.  

                           ARTICLE IV
                              Stock

                Section 1.  Certificates of Stock.  Certificates for shares
of stock of the Corporation shall be in the form adopted by the Board of
Directors, and shall be issued within each class and series, if any, in
numerical order.  Each shareholder shall be entitled to a certificate,
signed by the Chairman of the Board of Directors or the President or a
Vice President and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, showing the number, class and series,
if any, of shares owned by him, the date of their issue and the par value
                                    -10-<PAGE>



thereof, and bearing the corporate seal impressed or reproduced thereon. 
Where such certificate is countersigned by a transfer agent or registered
by a registrar other than the Corporation itself or its employee, the
signature of any of the above-named officers an such certificate may be
facsimile.  

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

                Section 2.  Transfer of Shares.  The Board of Directors may
appoint one or more transfer agents and one or more registrars for any and
all classes of stock and may require all stock certificates to bear the
signatures of any such transfer agent and any such registrar.  Transfers
of shares of stock shall be made only on the transfer books of the
Corporation by the holder thereof or by his attorney thereunto duly
authorized, and on the surrender of the certificate or certificates
representing such shares properly endorsed.  Such transfer books shall be
kept at the main business office of the Corporation or at the office of
any transfer agent.  Each certificate so surrendered shall be marked
"Canceled," and the date of cancellation shall be duly noted thereon.  

                Section 3.  Lost or Destroyed Certificates.  The Corporation
may issue a new certificate for shares in place of any certificate
theretofore issued and alleged to have been lost or destroyed, upon such
proof of such loss or destruction as the Board of Directors may require. 
The Board may also require, as a condition for the issuance of such new
certificate, that a bond, in such form and amount as it shall deem
sufficient, be given to the Corporation and/or to the transfer agent and
registrar of the stock represented by such certificate.  

                Section 4.  Closing of Transfer Books or Taking Records of
the Shareholders.  The Board of Directors may prescribe a date not
exceeding fifty (50) days prior to the date of any meeting of
shareholders, or prior to the date on which the consent or dissent of
shareholders may be expressed for any purpose without a meeting, or prior
to the date of the payment of any dividend or the allotment of any right,
after which no transfer of stock on the books of the Corporation may be
made.  

                In lieu of prohibiting the transfer of stock, the Board may fix,
in advance, a date prior to the date of any meeting of shareholders, or
prior to the date on which the consent or dissent of shareholders may be
expressed for any purpose without a meeting, or prior to the date of the
payment of any dividend or the allotment of any right, as the date as of
which shareholders entitled to notice of and to vote at such a meeting, or
whose consent or dissent is required or may be expressed, or who may be
entitled to such dividend or right, as the case may be, shall be
determined.  Such date shall not be more than fifty (50) days nor less
than ten (10) days prior to the date of such meeting, nor more than fifty
(50) days prior to any other action. 

                                    -11-<PAGE>



                Section 5.  Registered Shareholders.  Except as may be
otherwise provided by law, the Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of
shares and to vote as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any
other person.  

                            ARTICLE V
                      Dividends and Finance

                Section 1.  Dividends.  Except as may otherwise be provided
by the Certificate of Incorporation or by law, dividends shall be paid as
and when declared by the Board of Directors out of funds legally available
therefor.  

                Section 2.  Deposits.  The moneys of the Corporation shall be
deposited in the name of the Corporation in such depositories as the Board
of Directors may designate.  

                Section 3.  Checks, Drafts, etc.  All checks, notes, drafts,
acceptances or other demands or orders for the payment of money or
evidences of indebtedness of the Corporation shall be signed by such
officer or officers or person or persons as the Board of Directors may
from time to time determine.  All endorsements for deposit shall be made
by the Treasurer, or in his name, or by any executive officer.  

                           ARTICLE VI
                  Indemnification and Insurance

                Section l.  Indemnification.  Except to the extent expressly
prohibited by the New York Business Corporation Law, the Corporation shall
indemnify each person made or threatened to be made a party to any action
or proceeding, whether civil or criminal, by reason of the fact that such
person or such person's testator or intestate is or was a director or
officer of the Corporation, or serves or served at the request of the
Corporation any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity, against
judgments, fines (including excise taxes assessed on a person with respect
to an employee benefit plan), penalties, amounts paid in settlement and
reasonable expenses, including attorneys' fees, actually and necessarily
incurred in connection with such action or proceeding, or any appeal
therein, provided that no such indemnification shall be made if a judgment
or other final adjudication adverse to such person establishes that his
conduct did not meet the then applicable statutory standards, and provided
further that no such indemnification shall be required with respect to any
settlement or other non-adjudicated disposition of any threatened or
pending action or proceeding unless the Corporation has given its prior
consent to such settlement or other disposition, which consent shall not
be unreasonably withheld.  

                The Corporation shall advance or promptly reimburse upon request
any person entitled to indemnification hereunder for all expenses,
                                    -12-<PAGE>



including attorneys' fees, reasonably incurred in defending any action or
proceeding in advance of the final disposition thereof upon receipt of an
undertaking by or on behalf of such person to repay such amount if such
person is ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so advanced or
reimbursed exceed the amount to which such person is entitled, provided,
however, that such person shall cooperate in good faith with any request
by the Corporation that common counsel be utilized by the parties to an
action or proceeding who are similarly situated unless to do so would be
inappropriate due to actual or potential differing interests between or
among such parties.  

                The right to indemnification and advancement of expenses under
this By-Law is intended to be retroactive and shall be available with
respect to any action or proceeding which relates to events prior to the
effective date of this By-Law.  

                The Corporation is authorized to enter into agreements with any
of its directors or officers extending rights to indemnification and
advancement of expenses to such person to the fullest extent permitted by
applicable law, but the failure to enter into any such agreement shall not
affect or limit the rights of such person pursuant to this By-Law, it
being expressly recognized hereby that all directors and officers of the
Corporation, by serving as such after the adoption hereof, are acting in
reliance hereon and that the Corporation is estopped to contend otherwise. 


                In case of any provision in this By-Law shall be determined at
any time to be unenforceable in any respect, the other provisions shall
not in any way be affected or impaired thereby, and the affected provision
shall be given the fullest possible enforcement in the circumstances, it
being the intention of the Corporation to afford indemnification and
advancement of expenses to its directors and officers, acting in such
capacities or in the other capacities mentioned herein, to the fullest
extent permitted by law.  

                No amendment or repeal of this By-Law shall apply to or have any
effect on the indemnification of, or advancement of expenses to, any
director and officer of the Corporation for or with respect to acts or
omissions of such director or officer occurring prior to such amendment or
appeal.  

                The foregoing shall not be exclusive of any other rights to
which any director or officer may be entitled as a matter of law and shall
not affect any rights to indemnification to which corporate personnel
other than directors or officers may be entitled by contract or otherwise. 


                Section 2.  Insurance.   To the extent permitted by law, the
Corporation shall purchase and maintain insurance:  

                                    -13-<PAGE>



                To indemnify the Corporation for any obligation which it incurs
as a result of the indemnification of directors and officers; 

                To indemnify directors and officers in instances in which they
may be indemnified by the Corporation; and 

                To indemnify director and officers in instances in which they
may not otherwise be indemnified by the Corporation, provided that the
contract of insurance covering such directors and officers provides, in a
manner acceptable to the Superintendent of Insurance of the State of New
York, for a retention amount and for co-insurance.  

                           ARTICLE VII
                          Miscellaneous

                Section 1.  Offices.  The principal office of the Corporation
in the State of New York shall be located at c/o C T Corporation System,
277 Park Avenue, New York, New York 10017.  The Corporation shall also
have such offices within or without the State of New York as the Board of
Directors may from time to time appoint or as the business of the
Corporation may require.  

                Section 2.  Seal.  The corporate seal of the Corporation
shall consist of two concentric circles, between which shall be the name
of the Corporation, and in the center shall be inscribed the year of its
incorporation and the words:  "Corporate Seal, New York."  

                Section 3.  Fiscal Year.  The fiscal year of the Corporation
shall be the calendar year.  

                          ARTICLE VIII
                           Amendments

                Section 1.  Amendments by Shareholders.  The By-Laws may be
altered, modified, amended or repealed, and new By-Laws may he adopted, by
the shareholders at any annual or special meeting.  

                Section 2.  Amendments by Directors.  The Board of Directors
shall have power to alter, modify, amend or repeal the By-Laws, or to
adopt new By-Laws, at any regular or special meeting of the Board;
provided, however, that if any By-Law regulating an impending election of
directors is adopted, amended or repealed by the Board, there shall be set
forth in the notice of the next meeting of shareholders for the election
of directors, the By-Law so adopted, amended or repealed, together with a
concise statement of the changes made.  


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