<PAGE> 1

                                      Exhibit 3


                                       BY-LAWS
                                         OF
                                LINDBERG CORPORATION

                        [As amended through October 22, 1999]


                                      ARTICLE I

                                       Offices
                                       -------

                    Section 1.  The registered office of the corporation in
          Delaware shall  be  in the  City  of Wilmington,  County  of  New
          Castle.

                    Section 2.   The corporation may  also have offices  at
          such other places both within and  without the State of  Delaware
          as the board of directors may from time to time determine or  the
          business of the corporation may require.

                                     ARTICLE II

                              Meetings of Stockholders
                              ------------------------

                    Section 1.   All meetings of  the stockholders for  the
          election of directors shall be held in the City of Chicago, State
          of Illinois, at such place as may  be fixed from time to time  by
          the board of directors, or at  such other place either within  or
          without the State of Delaware as shall be designated from time to
          time by the board  of directors and stated  in the notice of  the
          meeting.  Meetings of stockholders for  any other purpose may  be
          held at  such time  and place,  within or  without the  State  of
          Delaware, as shall be stated in the notice of the meeting or in a
          duly executed waiver of notice thereof.

                    Section 2.   Annual meetings of  stockholders shall  be
          held at 9:00 A.M. on the last Friday in April of each year if not
          a legal holiday, or if a legal holiday, then on the next  secular
          day following,  or  at such  other  date  and time  as  shall  be
          designated from time to time by the board of directors and stated
          in  the  notice  of  the  meeting.    At  each  annual   meeting,
          stockholders shall elect by such vote  as is required by  Article
          Tenth of the corporation's  certificate of incorporation a  board
          of directors, and transact such other business as may properly be
          brought before the meeting.  Elections  of directors need not  be
          by written ballot.

                    Section 3.  For business properly to be brought  before
          any meeting  of stockholders  by a  stockholder, the  stockholder
          must have given timely notice thereof  in proper written form  to
          the secretary of the corporation,  which notice is not  withdrawn
          by such stockholders at or prior to such meeting.  To be  timely,
          a stockholder's notice to the  secretary of the corporation  must
          be delivered to or mailed and received at the principal executive
          offices of the corporation not less than 60 days nor more than 90
          days prior to the anniversary  date of the immediately  preceding
          annual meeting of  stockholders; provided, however,  that in  the
          event that the annual  meeting is called for  a date that is  not
          within 30 days before or after  such anniversary date, notice  by
          the stockholder in  order to be  timely must be  so received  not
          later
<PAGE> 2
          than the close  of business on the  10th day following  the
          day on which such  notice of the date  of the annual meeting  was
          mailed or  such  public disclosure  of  the date  of  the  annual
          meeting was  made,  whichever occurs  first.   To  be  in  proper
          written form, a  stockholder's notice to  the secretary must  set
          forth in writing as  to each matter  the stockholder proposes  to
          bring before  the  meeting:   (i)  a  brief  description  of  the
          business desired to be brought before the meeting and the reasons
          for conducting such business  at the meeting;  (ii) the name  and
          address, as  they  appear  on the  corporation's  books,  of  the
          stockholder proposing such  business; (iii) the  class or  series
          and the number of the shares of capital stock of the  corporation
          which are owned  by the stockholder,  beneficially or of  record;
          (iv) a description of all arrangements or understandings  between
          such stockholder and any other person or persons (including their
          names) in connection with the proposal  of such business by  such
          stockholder and any material interest of the stockholder in  such
          business; and (v) a representation that such stockholder  intends
          to appear in person  or by proxy at  the annual meeting to  bring
          such business before the  meeting.  The  chairman of the  meeting
          shall have the sole authority  to determine whether business  was
          properly brought  before  the  meeting  in  accordance  with  the
          provisions of this Section 3 of  Article II and, if the  chairman
          of the meeting should determine that any such business was not so
          properly brought, he or she shall so declare to the meeting,  and
          any such business not properly  brought before the meeting  shall
          not be transacted.

                    Section 4.     Written  notice  of the  annual  meeting
          stating the place, date and hour of the meeting shall be given to
          each stockholder entitled to vote at  such meeting not less  than
          ten nor more than 60 days (or in the case a vote of  stockholders
          on a merger or consolidation is one of the stated purposes of the
          annual meeting, not less than 20 or more than 60 days) before the
          date of the meeting.

                    Section 5.   The officer who  has charge  of the  stock
          ledger of the corporation shall prepare, or cause to be prepared,
          at least  ten  days  before  every  meeting  of  stockholders,  a
          complete list  of  the  stockholders  entitled  to  vote  at  the
          meeting, arranged in alphabetical  order and showing the  address
          of each stockholder and  the number of  shares registered in  the
          name of  each  stockholder.   Such  list  shall be  open  to  the
          examination of any  stockholder, for any  purpose germane to  the
          meeting, during ordinary business hours, for a period of at least
          ten days prior to the meeting, either at a place within the  city
          where the meeting is to be  held, which place shall be  specified
          in the notice  of the meeting,  or, if not  so specified, at  the
          place where the meeting is  to be held.   The list shall also  be
          produced and kept at the time and place of the meeting during the
          whole time thereof, and may be  inspected by any stockholder  who
          is present.

                    Section 6.  Special  meetings of the stockholders,  for
          any purpose or purposes,  unless otherwise prescribed by  statute
          or by  the certificate  of incorporation,  may be  called by  the
          chairman of the board or the president and shall be called by the
          president or secretary at the request in writing of a majority of
          the board of directors.  Such request shall state the purpose  or
          purposes of the proposed meeting.

                    Section 7.  Written notice of a special meeting stating
          the place,  date and  hour  of the  meeting  and the  purpose  or
          purposes for which the meeting is called, shall be given not less
          than ten or  more than 60  days (or in  the case of  a merger  or
          consolidation, not less than 20 or more than 60 days) before  the
          date of the meeting, to each stockholder entitled to vote at such
          meeting.

                    Section 8.  Business transacted at any special  meeting
          of stockholders shall be  limited to the  purposes stated in  the
          notice.

                    Section 9.  The holders of a majority of the shares  of
          stock issued  and  outstanding  and  entitled  to  vote  thereat,
          present in person  or represented  by proxy,  shall constitute  a
          quorum at all meetings of the stockholders for the transaction of
          business except  as  otherwise  provided by  statute  or  by  the
          certificate of incorporation.   Abstentions shall  be counted  as
          present in  person  or  represented  by  proxy  for
<PAGE> 3
          purposes  of
          determining the existence of a quorum.  If, however, such  quorum
          shall not  be  present  or represented  at  any  meeting  of  the
          stockholders, the stockholders entitled to vote thereat,  present
          in person or represented  by proxy, shall  have power to  adjourn
          the  meeting  from  time  to  time,  without  notice  other  than
          announcement at the meeting, until a  quorum shall be present  or
          represented.  At such adjourned meeting  at which a quorum  shall
          be present or  represented any business  may be transacted  which
          might have been transacted at the meeting as originally notified.
          If the adjournment  is for more  than 30 days,  or if after  the
          adjournment a new record date is fixed for the adjourned meeting,
          a notice  of  the  adjourned  meeting  shall  be  given  to  each
          stockholder of record entitled to vote at the meeting.

                    Section 10.  When a quorum  is present at any  meeting,
          the vote of the holders of a majority of the stock having  voting
          power present in person or represented by proxy shall decide  any
          question brought before such meeting (other than the election  of
          directors, which shall be determined by a plurality vote), unless
          the question is one upon which, by express provision of  statute,
          these by-laws or of the certificate of incorporation, a different
          vote is  required, in  which case  such express  provision  shall
          govern and control  the decision of  such question.   Abstentions
          shall not be included in calculating the number of votes cast on,
          in favor of, or in opposition to any questions.

                    Section  11.     Unless  otherwise   provided  in   the
          certificate of incorporation or  these by-laws, each  stockholder
          shall at every  meeting of the  stockholders be  entitled to  one
          vote in person or  by proxy for each  share of the capital  stock
          having voting power held by such stockholder, but no proxy  shall
          be voted or acted upon after eleven months from its date,  unless
          the proxy expressly provides for a longer period.

                                     ARTICLE III

                                      Directors
                                      ---------

                    Section  1.    The  number  of  directors  which  shall
          constitute the whole  board of directors  shall be  a maximum  of
          seven.  The number of directors may be changed from time to time,
          as provided by Article Tenth of the corporation's certificate  of
          incorporation.   Directorships,  the  terms of  which  expire  as
          provided in said Article  Tenth, shall be  filled at each  annual
          meeting of the stockholders, except as  provided in Section 2  of
          this Article III,  and each  director elected  shall hold  office
          until his successor is elected and qualified or until his earlier
          resignation or removal.  Directors need not be stockholders.

                    Section 2.   Any vacancies  occurring in  the board  of
          directors  and  newly-created  directorships  resulting  from  an
          increase in the authorized number of directors may be filled by a
          majority of the remaining directors though less than a quorum  of
          the board of  directors, and any  director so  chosen shall  hold
          office until the  next election  of the  class for  which he  was
          chosen and until his successor is duly elected and qualified.

                    Section 3.  Nominations for any election of a  director
          may be made by the board  of directors, a committee appointed  by
          the board of directors,  or by any  stockholder entitled to  vote
          generally in  the election  of directors  who complies  with  the
          procedures set  forth in  this Section  3 of  Article III.    All
          nominations by  stockholders  must  be made  pursuant  to  timely
          notice  in  proper   written  form  to   the  secretary  of   the
          corporation.   To  be  timely,  a  stockholder's  notice  to  the
          secretary of the corporation must be  delivered to or mailed  and
          received at the  principal executive offices  of the  corporation
          (i) in the case of an annual  meeting, not less than 60 days  nor
          more  than  90  days  prior  to  the  anniversary  date  of   the
          immediately preceding annual  meeting of stockholders;  provided,
          however, that in the event that the annual meeting is called  for
          a  date  that  is  not  within  30  days  before  or  after  such
          anniversary date, notice by the stockholder in order to be timely
          must be so received not later  than the close of business on  the
          10th day following the  day on which such  notice of the date  of
          the annual meeting was  mailed or such  public
<PAGE> 4
          disclosure of  the
          date of the annual meeting was made, whichever occurs first,  and
          (ii) in the case of a special meeting of stockholders called  for
          the purpose of electing  directors, not later  than the close  of
          business on the 10th day following the day on which notice of the
          date of the special  meeting was mailed  or public disclosure  of
          the date of the special meeting was made, whichever occurs first.
          To be in  proper written form,  such stockholder's notice  shall
          set forth in writing (a) as  to each person whom the  stockholder
          proposes to nominate  for election or  reelection as a  director,
          all information relating to  such person that  is required to  be
          disclosed in solicitations of proxies for election of  directors,
          or is otherwise required, in each case pursuant to Regulation 14A
          under the Securities Exchange Act of 1934, as amended, including,
          without limitation, such person's written consent to being  named
          in the proxy statement as a nominee and to serving as a  director
          if elected; and (b) as to  the stockholder giving the notice  (i)
          the name and address, as they appear on the corporation's  books,
          of such  stockholder, (ii)  the class  or  series and  number  of
          shares of capital  stock of the  corporation which  are owned  by
          such stockholder, beneficially  or of  record, as  of the  record
          date for the meeting, (iii) a description of all arrangements  or
          understandings between such stockholder and each proposed nominee
          and any other person or persons (including their names)  pursuant
          to which the nomination(s)  are to be  made by such  stockholder,
          (iv) a representation that such stockholder intends to appear  in
          person or by proxy at the  meeting to nominate the persons  named
          in its  notice and  (v) any  other information  relating to  such
          stockholder  that   would  be   required  to   be  disclosed   in
          solicitations  of  proxies  for  election  of  directors,  or  is
          otherwise required, in each case pursuant to Regulation 14A under
          the Securities Exchange Act of 1934, as amended.  At the  request
          of the board of directors, any  person nominated by the board  of
          directors, or a  committee appointed by  the board of  directors,
          for election as a director shall furnish to the secretary of  the
          corporation the  information  required  to  be  set  forth  in  a
          stockholder's notice of nomination which pertains to the nominee.
          The chairman  of  the  meeting  shall,  if  the  facts  warrant,
          determine and declare to  the meeting that  a nomination was  not
          made in accordance with the procedures prescribed by this Section
          3 of Article III, and the defective nomination shall thereupon be
          disregarded.

                    Section 4.   The business of  the corporation shall  be
          managed by its board  of directors, which  may exercise all  such
          powers of the corporation and do all such lawful acts and  things
          as are not by statute or  by the certificate of incorporation  or
          by these by-laws  directed or required  to be  exercised or  done
          only by the stockholders.


                            Meetings of the Board of Directors
                            ----------------------------------

                    Section 5.  The board  of directors of the  corporation
          may hold meetings,  both regular  and special,  either within  or
          without the State of Delaware.

                    Section 6.   The first  meeting of  each newly  elected
          board of directors shall be held  without other notice than  this
          by-laws, immediately after, and at the same place as, the  annual
          meeting of stockholders, provided a quorum shall be present.   In
          the event of  the failure to  hold the first  meeting of a  newly
          elected board at such time and place, the meeting may be held  at
          such time and place  as shall be specified  in a notice given  as
          hereinafter  provided  for  special  meetings  of  the  board  of
          directors, or as shall be specified in a written waiver signed by
          all of the directors.

                    Section 7.  Regular meetings of the board of  directors
          may be held  without notice  at such time  and at  such place  as
          shall from time to time be determined by the board.

                    Section 8.  Special meetings of the board may be called
          by the chairman of the board or the president on two days' notice
          to each director, either  personally or by  mail or by  telegram;
          special meetings shall be called by the president or secretary in
          like manner and  on like  notice at  the written  request of  two
          directors.
<PAGE> 5
                    Section 9.  At all meetings of the board a majority  of
          the total number of directors  then constituting the whole  board
          shall constitute a quorum for the transaction of business and the
          vote of a  majority of the  directors present at  any meeting  at
          which there  is  a  quorum shall  be  the  act of  the  board  of
          directors, except as  may be otherwise  specifically provided  by
          statute or  by the  certificate of  incorporation.   If a  quorum
          shall not be present at any meeting of the board of directors,  a
          majority of the directors present thereat may adjourn the meeting
          from time to time, without notice other than announcement at  the
          meeting, until a quorum shall be present.

                    Section  10.    Unless  otherwise  restricted  by   the
          certificate  of  incorporation  or  these  by-laws,  any   action
          required or permitted to be taken at any meeting of the board  of
          directors or  of any  committee thereof  may be  taken without  a
          meeting, if all members  of the board or  committee, as the  case
          may be, consent thereto in writing,  and the writing or  writings
          are filed  with  the  minutes of  proceedings  of  the  board  or
          committee; and any  member of the  board of directors  or of  any
          committee thereof may participate in a  meeting of such board  or
          committee  by   means   of  conference   telephone   or   similar
          communications  equipment   by  means   of  which   all   persons
          participating  in   the  meeting   can  hear   each  other,   and
          participation in such meeting shall constitute present in  person
          at such meeting.


                               Committees of Directors
                               -----------------------

                    Section 11.    The  board of  directors  may  have  any
          executive   committee,   an   audit   committee,   an   executive
          compensation  committee,  a   finance  committee,  a   nominating
          committee, an incentive stock option committee, a directors stock
          option committee, and such other committees as they may designate
          by resolution  passed by  a majority  of  the whole  board,  each
          committee to  consist of  one or  more of  the directors  of  the
          corporation.  The board  may designate one  or more directors  as
          alternate members of any committee, who may replace any absent or
          disqualified member at any  meeting of the  committee.  Any  such
          committee, to the extent provided in the resolution of the  board
          of directors,  when the  board of  directors is  not in  session,
          shall have and may exercise the powers of the board of  directors
          in the management of the business and affairs of the  corporation
          and may authorize the  seal of the corporation  to be affixed  to
          all papers which may require it;  provided, however, that in  the
          absence or disqualification  of any member  of such committee  or
          committees or  alternate members  designated  by the  board,  the
          member  or  members  thereof  present  at  any  meeting  and  not
          disqualified from voting, whether or not he or they constitute  a
          quorum, may unanimously  appoint another member  of the board  of
          directors to act at the meeting  in the place of any such  absent
          or disqualified member.  Notwithstanding the foregoing provisions
          of this Section 10 of this  Article III, no such committee  shall
          have  the  power  or  authority  in  reference  to  amending  the
          certificate of incorporation, adopting an agreement of merger  or
          consolidation, recommending to the  stockholders the sale,  lease
          or exchange  of all  or substantially  all of  the  corporation's
          property  and  assets,   recommending  to   the  stockholders   a
          dissolution  of   the  corporation   or  a   revocation  of   the
          dissolution, or  amending the  by-laws of  the corporation;  and,
          unless  the  resolution  or  the  certificate  of   incorporation
          expressly so provide, no such committee  shall have the power  or
          authority to declare a dividend or  to authorize the issuance  of
          stock.   Such committee  or committees  shall have  such name  or
          names as  may  be determined  from  time to  time  by  resolution
          adopted by the board of directors.

                    Section 12.   Each  committee  shall have  a  chairman,
          appointed by the  board of directors,  who shall  preside at  all
          meetings of such  committee.  Each  committee shall keep  regular
          minutes of  its meetings  and report  the same  to the  board  of
          directors when required.

                              Compensation of Directors
                              -------------------------

                    Section  13.    Unless  otherwise  restricted  by   the
          certificate of  incorporation  or  these by-laws,  the  board  of
          directors  shall  have  authority  to  fix  the  compensation  of
          directors.  The directors may be
<PAGE> 6
          paid their expenses, if any,  of
          attendance at each meeting of the  board of directors and may  be
          paid a fixed sum for attendance  at each meeting of the board  of
          directors or a stated salary as director.  No such payment  shall
          preclude any director from serving  the corporation in any  other
          capacity and receiving compensation therefor.  Members of special
          or standing  committees  may  be allowed  like  compensation  for
          attending committee meetings, and the chairmen of such committees
          may be  paid  an  additional fixed  sum  for  their  services  as
          chairmen.

                                     ARTICLE IV

                                       Notices
                                       -------

                    Section 1.  Notices to directors and stockholders shall
          be in writing and delivered personally or mailed to the directors
          or stockholders at their addresses appearing on the books of  the
          corporation.  Notice by mail shall  be deemed to be given at  the
          time when the same shall be mailed.  Notice to directors may also
          be given by telegram or by electronic facsimile transmission  and
          shall be  deemed to  be given  at  the time  of delivery  to  the
          telegraph  company  or  at  the  time  of  electronic   facsimile
          transmission.

                    Section 2.  Whenever any notice is required to be given
          by statute or by  the certificate of  incorporation or these  by-
          laws, a waiver thereof in writing signed by the person or persons
          entitled to said notice, whether before or after the time  stated
          therein, shall be deemed equivalent thereto.

                                      ARTICLE V

                                      Officers
                                      --------

                    Section 1.    The  officers of  the  corporation  shall
          include a chairman of  the board, a president,  one or more  vice
          presidents (the number and  designation thereof to be  determined
          by  the  board  of  directors),  a  secretary,  a  treasurer,   a
          controller and such  assistant secretaries, assistant  treasurers
          or other officers as may be elected or appointed by the board  of
          directors.   Any two  or more  offices may  be held  by the  same
          person.

                    Section 2.  The board of directors at its first meeting
          after each annual meeting of stockholders shall elect a  chairman
          of the board  and president from  among the  directors and  shall
          elect one or more vice presidents,  a secretary, a treasurer  and
          such assistant  officers  or  other officers  as  it  shall  deem
          advisable.

                    Section 3.   The board of  directors may  from time  to
          time appoint  such other  officers and  agents as  it shall  deem
          advisable, who shall hold their offices for such terms and  shall
          perform such duties as from time to time may be prescribed by the
          board of directors or the president.

                    Section 4.    The  salaries  of  all  officers  of  the
          corporation shall be fixed by the board of directors.

                    Section 5.  Each officer of the corporation shall  hold
          office until his successor is chosen  and qualified or until  his
          earlier death, resignation or removal.   Any officers elected  or
          appointed by the board of directors may be removed at any time by
          the affirmative vote of  a majority of the  board of directors.
          Election or  appointment as  an officer  or  agent shall  not  of
          itself create  contract rights.   Any  vacancy occurring  in  any
          office  of  the  corporation  may  be  filled  by  the  board  of
          directors.
<PAGE> 7
                                Chairman of the Board
                                ---------------------

                    Section 6.  The chairman of the board shall preside  at
          all meetings of the stockholders and the board of directors.   He
          may sign  certificates  for shares  of  the corporation  and  any
          deeds, mortgages, bonds,  contracts, or  other instruments  which
          the board of directors has authorized to be executed, whether  or
          not under the seal of the corporation, except in cases where  the
          signing and execution thereof shall be expressly delegated by the
          board of directors or by these  by-laws to some other officer  or
          agent of the corporation, and he shall perform such other  duties
          and have such other powers as from time to time may be prescribed
          by the board of directors.

                                      President
                                      ---------

                    Section 7.  The president shall be the chief  executive
          officer of  the corporation.   Subject  to the  direction of  the
          board of directors, he shall  have general and active  management
          responsibility for the  business of the  corporation and  general
          supervision of the  other officers, agents  and employees of  the
          corporation and shall see that all orders and resolutions of  the
          board of directors are  carried into effect.   In the absence  of
          the chairman of the  board, or in the  event of his inability  to
          act, he shall preside at all meetings of the stockholders and  of
          the board of directors.  He  may sign certificates for shares  of
          the corporation, and any  deeds, mortgages, bonds, contracts,  or
          other  instruments,  whether  or  not  under  the  seal  of   the
          corporation, except  in cases  where  the signing  and  execution
          thereof shall be expressly delegated by the board of directors or
          by  these  by-laws  to  some  other  officer  or  agent  of   the
          corporation, and shall  perform such other  duties and have  such
          other powers as from time to time may be prescribed by the  board
          of directors.

                                   Vice Presidents
                                   ---------------

                    Section 8.  In the absence of the president, or in  the
          event of his inability to act, the vice president (or if there be
          more  than  one,  the  executive  vice  presidents,  senior  vice
          presidents or the vice presidents in the order designated, or  in
          the absence of  any designation then  in the order  named in  the
          most recent  resolution  providing  for the  annual  election  of
          officers) shall perform the duties of  the president and when  so
          acting shall have all  the powers of, and  be subject to all  the
          restrictions upon,  the president.    The vice  presidents  shall
          perform such other duties and have such other powers as from time
          to time  may be  prescribed  by the  board  of directors  or  the
          president.

                                      Secretary
                                      ---------

                    Section 9.  The secretary shall:  (a) keep the  minutes
          of the stockholders' and the board of directors' meetings in  one
          or more books provided for that purpose; (b) see that all notices
          are duly given in accordance with the provisions of these by-laws
          or as required by law; (c) be custodian of the corporate  records
          and of the seal of the corporation  and see that the seal of  the
          corporation or a  facsimile thereof is  affixed to, and  attested
          to, all certificates for  shares prior to  the issue thereof  and
          that the seal of the corporation is affixed to, and attested  to,
          all  documents,  the  execution  of   which  on  behalf  of   the
          corporation under its seal is duly authorized in accordance  with
          the provisions of these by-laws; (d)  keep or cause to be kept  a
          register of the mailing address  of each stockholder which  shall
          be furnished  to  the secretary  or  any transfer  agent  of  the
          corporation by such stockholder; (e)  sign, with the chairman  of
          the board, the  president or a  vice president, certificates  for
          shares of the  corporation, the issue  of which  shall have  been
          authorized by  resolution of  the board  of directors;  (f)  have
          general charge of  the stock transfer  books of the  corporation;
          and (g) in general perform all  duties incident to the office  of
          the secretary and such other duties  as from time to time may  be
          prescribed by the board of directors or the president.
<PAGE> 8
                                      Treasurer
                                      ---------

                    Section 10.    The  treasurer  shall  have  charge  and
          custody of and be responsible for all funds and securities of the
          corporation,  the  receipt  and  disbursement,  subject  to   the
          direction of  the  board of  directors,  of all  moneys  due  and
          payable to  or  by  the corporation  and  to  deposit  funds  and
          securities of the corporation in  such banks, trust companies  or
          other depositaries as shall be selected in accordance with  these
          by-laws; and (b) in  general perform all  the duties incident  to
          the office of  treasurer and such  other duties as  from time  to
          time may be prescribed by the  board of directors, the  president
          or the chief  financial officer.   If  required by  the board  of
          directors, the  treasurer  shall give  a  bond for  the  faithful
          discharge of  his duties  in such  sum and  with such  surety  or
          sureties as the board of directors shall determine.

                   Assistant Treasurers and Assistant Secretaries
                   ----------------------------------------------

                    Section 11.   The  assistant secretaries  as  thereunto
          authorized by the board of directors  may sign with the  chairman
          of the board, the president or a vice president certificates  for
          shares of the  corporation, the issue  of which  shall have  been
          authorized by  a  resolution of  the  board of  directors.    The
          assistant  treasurers  shall,  if   required  by  the  board   of
          directors, give bonds for the faithful discharge of their  duties
          in such sums  and with such  sureties as the  board of  directors
          shall  determine.    The  assistant  secretaries  and   assistant
          treasurers in general shall perform such  duties as from time  to
          time may  be  prescribed  by  the  secretary  or  the  treasurer,
          respectively, or by the board of directors or the president.

                                     Controller
                                     ----------

                    Section  12.     The  controller  shall:     (a)   have
          responsibility to record the  transactions of the corporation  in
          the books of account of the  corporation; (b) report the  results
          of operations  and  financial  condition of  the  corporation  to
          stockholders, directors,  and officers  of the  corporation;  (c)
          maintain  proper  internal  controls  over  the  assets  of   the
          corporation, and (d) in general perform such other duties as from
          time to time may be prescribed by the chief financial officer, by
          the board of directors, or by the president.

                                     ARTICLE VI

                 Contracts, Loans, Checks, Deposits and Investments
                 --------------------------------------------------

                    Section 1.   The board of  directors may authorize  any
          officer or officers, agent or agents, to enter into any  contract
          or execute  and deliver  any instrument  in the  name of  and  on
          behalf of the corporation, and such  authority may be general  or
          confined to specific instances.

                    Section 2.  No loans shall  be contracted on behalf  of
          the corporation and no evidence  of indebtedness shall be  issued
          in its name  unless authorized by  a resolution of  the board  of
          directors.  Such authority may be general or confined to specific
          instances.

                    Section 3.  All checks, drafts or other orders for  the
          payment of money, notes or other evidences of indebtedness issued
          in the name of the corporation shall be signed by such officer or
          officers, agent or agents of the corporation, and in such manner,
          as shall from  time to time  be determined by  resolution of  the
          board of directors.

                    Section 4.  All funds of the corporation not  otherwise
          employed shall be deposited  from time to time  to the credit  of
          the  corporation  in  such   banks,  trust  companies  or   other
          depositaries as the board of directors may authorize.
<PAGE> 9

                                     ARTICLE VII

                     Certificates for Shares and Their Transfer
                     ------------------------------------------

                    Section 1.   Each holder  of stock  in the  corporation
          shall be entitled to  have a certificate in  such form as may  be
          determined by the board of directors, signed by or in the name of
          the corporation by the chairman of the board, the president or  a
          vice president and by the secretary or an assistant secretary, or
          the treasurer or an assistant  treasurer of the corporation,  and
          sealed  with  the  seal  or  a  facsimile  of  the  seal  of  the
          corporation.  All certificates for shares shall be  consecutively
          numbered or otherwise identified.  The name of the person to  who
          the shares represented thereby are issued, and with the number of
          shares and date  of issue, shall  be entered on  the book of  the
          corporation.

                    Section 2.  Upon surrender to any transfer agent of the
          corporation of a certificate for shares of the corporation,  duly
          endorsed  or  accompanied  by  proper  evidence  of   succession,
          assignment or authority to transfer, the corporation shall  issue
          a new certificate to the person  entitled thereto and cancel  the
          old certificate and record  the transaction on  the books of  the
          corporation.  The person in whose name shares stand on the  books
          of the  corporation shall  be deemed  the owner  thereof for  all
          purposes as regards the corporation.

                    Section 3.  The board of  directors may appoint one  or
          more transfer agents and registrars of transfers, and may require
          all stock certificates to be countersigned by such transfer agent
          and registered by such registrar.   The board of directors  shall
          have  authority  to  make   or  approve  rules  and   regulations
          concerning the issue, transfer  and registration of  certificates
          for shares.

                    Section 4.   In  case any  officer, transfer  agent  or
          registrar who has  signed or whose  facsimile signature has  been
          placed upon a certificate shall have  ceased to be such  officer,
          transfer agent or registrar before such certificate is issued, it
          may be issued by the corporation with the same effect as if  such
          officer, transfer agent or registrar were still authorized at the
          date of issue.

                    Section 5.   The board of  directors may authorize  the
          issuance of a new certificate in lieu of a certificate alleged by
          the holder  thereof  to  have  been  stolen,  lost  mutilated  or
          destroyed,  upon  compliance  by   such  holder,  or  his   legal
          representatives, with such requirements as the board of directors
          may impose  or authorize.   Such  authorization by  the board  of
          directors may be general or confined to specific instances.


                                    ARTICLE VIII

                                 Fixing Record Date
                                 ------------------

                    In  order  that  the  corporation  may  determine   the
          stockholders entitled to notice of or  to vote at any meeting  of
          stockholders or any adjournment thereof, or to express consent to
          corporate action in  writing without  a meeting,  or entitled  to
          receive  payment  of  any  dividend  or  other  distribution   or
          allotment of any rights,  or entitled to  exercise any rights  in
          respect to any change, conversion or exchange of stock or for the
          purpose of any other  lawful action, the  board of directors  may
          fix, in advance,  a record date,  which shall be  given not  less
          than ten nor more than sixty days (or in the case of a merger  or
          consolidation, not  less than  twenty or  more than  sixty  days)
          before the date of such meeting,  nor more than sixty days  prior
          to any other action.  A  determination of stockholders of  record
          entitled to notice  of or to  vote at a  meeting of  stockholders
          shall apply to any adjournment of the meeting; provided, however,
          that the board  of directors may  fix a new  record date for  the
          adjourned meeting.
<PAGE> 10

                                     ARTICLE IX

                                      Dividends
                                      ---------

                    The board of directors may from time to time,  declare,
          and the corporation may pay, dividends on its outstanding  shares
          in the manner and upon the  terms and conditions provided by  law
          and its certificate of incorporation.


                                      ARTICLE X

                                 General Provisions
                                 ------------------

                                        Seal
                                        ----

                    Section 1.   The  corporate seal  shall have  inscribed
          thereon the name of the corporation, the year of its organization
          and the words "Corporate Seal, Delaware."   The seal may be  used
          by causing it or a facsimile  thereof to be impressed or  affixed
          or reproduced or otherwise.

                                     Fiscal Year
                                     -----------

                    Section 2.   The fiscal year  of the corporation  shall
          begin on the first  day of January  in each year  and end on  the
          thirty-first day of December in each year.


                                     ARTICLE XI

                                     Amendments
                                     ----------

                    Section 1.  Subject to the provisions of Article  Tenth
          of the corporation's certificate of incorporation, these  by-laws
          may be  altered,  amended or  repealed  and new  by-laws  may  be
          adopted at  any meeting  of  the board  of  directors or  at  any
          meeting of stockholders, held pursuant to notice duly given.


                                     ARTICLE XII

                                 Emergency Directors
                                 -------------------

                    Section 1.  The board of directors, by resolution,  may
          provide for  emergency directors  and  appoint or  designate  the
          manner in which emergency directors shall be determined.  To  the
          extent provided in said resolution and as provided by Section 110
          of  the  Delaware   General  Corporation   Law,  such   emergency
          directors, together with any remaining directors able to  perform
          their duties, shall have and may exercise the powers of the board
          of directors in the management of the business and affairs of the
          corporation, and shall thereby be deemed to constitute the  board
          of directors of the  corporation, during any interval  commencing
          when the board of directors shall be unable to function by reason
          of vacancies due  to death, incapacity,  or catastrophe or  other
          similar emergency conditions, as  a result of  which a quorum  of
          the board of  directors or  a standing  committee thereof  cannot
          readily be  convened  for  action.    Such  emergency  directors,
          including any remaining directors  able to perform their  duties,
          shall, during  the  term  they  are  authorized  to  function  as
          provided  herein,  have  the  power  to  appoint  such  temporary
          officers to  fill existing  vacancies  as the  circumstances  may
          require, to remove officers as the circumstances may require,  to
          authorize the seal of the corporation to be affixed to all papers
          which may require it,  and to take any  and all other actions  as
          may be required and permitted  in conformity with the  provisions
          of Section  110 of  the Delaware  General Corporation  Law.   The
          emergency directors shall consist of any available members of the
          board of directors and any other  persons in such order as  named
          by the board of directors on any list as
<PAGE> 11
          it may compile from time
          to time for purposes of appointing such emergency directors.   If
          the board of directors shall have failed to compile any list  for
          purposes  of  appointing   emergency  directors,  the   emergency
          directors shall consist  of (in  the order  specified below)  any
          available members of the board of directors, the chairman of  the
          board,  the  president,   the  vice  presidents   (in  order   of
          seniority), the  secretary, the  treasurer, the  controller,  the
          assistant secretaries (in order of seniority), and the  assistant
          treasurers (in  order  of seniority)  of  the corporation.    The
          chairman of the emergency directors shall be the highest  ranking
          available person on any list compiled  by the board of  directors
          for purposes of  appointing the emergency  directors, or, if  the
          board of directors shall  have failed to  compile any such  list,
          the highest  ranking  available person  of  the following:    the
          chairman, the most senior member of  the board of directors,  the
          president, the  most senior  vice president,  the secretary,  the
          treasurer, the controller, the  most senior assistant  secretary,
          and the most senior assistant treasurer.

                    Section 2.    The  emergency directors  shall  meet  as
          promptly as possible  after the  occurrence of  the event  herein
          described which  would activate  their  appointment and  at  such
          subsequent time or  times as it  may designate until  a board  of
          directors  has  been  duly   elected  by  the  stockholders   and
          qualified.  A meeting of the emergency directors may be called by
          any emergency director,  notice of  which meeting  need be  given
          only to such emergency  directors as it is  feasible to reach  at
          the time.  Such emergency directors shall make their own rules of
          procedure except to the  extent otherwise provided by  resolution
          of the board of directors.  The emergency directors in attendance
          at the meeting shall constitute a quorum.

                    Section  3.    During  such  times  as  the   emergency
          directors  shall  be  required   to  function  pursuant  to   the
          provisions hereof, in the absence of the chief executive officer,
          the chairman of said emergency  directors shall function as,  and
          have  the  powers  of,  the   chief  executive  officer  of   the
          corporation and shall preside at all meetings of the stockholders
          and the emergency directors.   The chief executive officer  shall
          have and  exercise, subject  to the  direction of  the  emergency
          directors, general charge and  supervision over the business  and
          affairs of the corporation.

                    Section 4.   To the  extent not  inconsistent with  the
          provisions of this  Article XII or  Section 110  of the  Delaware
          General Corporation  Law, all  other provisions  of these  bylaws
          shall remain in effect during the interval in which the emergency
          directors  shall  be  required   to  function  pursuant  to   the
          provisions hereof.


                                    ARTICLE XIII

                                   Indemnification
                                   ---------------

                    Section 1.  The right  to indemnification conferred  by
          Article Eighth of the corporation's certificate of  incorporation
          shall include  the  right  to be  paid  by  the  corporation  the
          expenses (including attorneys'  fees) incurred  in defending  any
          such proceeding in  advance of its  final disposition;  provided,
          however, that if the  Delaware General Corporation Law  requires,
          an advancement  of  expenses incurred  by  an indemnitee  in  his
          capacity as a director or officer (and not in any other  capacity
          in  which  service  was  or  is  rendered  by  such   indemnitee,
          including, without  limitation, service  to an  employee  benefit
          plan) shall be made only upon  delivery to the corporation of  an
          undertaking, by or  on behalf of  such indemnitee,  to repay  all
          amounts so advanced  if it  shall ultimately  be determined  that
          such indemnitee  is  not  entitled to  be  indemnified  for  such
          expenses under Article Eighth of the corporation's certificate of
          incorporation or  otherwise.   This  Article  XIII shall  not  be
          amended in a manner which diminishes the rights conferred  hereby
          upon any  then  current or  former  director or  officer  of  the
          corporation.