<PAGE>
 
                                                                    EXHIBIT 3.14

                                    BY-LAWS

                                      OF

                             RADNOR DELAWARE, INC.


                              ARTICLE 1  OFFICES
     
     SECTION 1.1  The Corporation shall have and maintain in the State of 
Delaware a registered office which may, but need not be, the same as its place
of business.

                            ARTICLE 2  STOCKHOLDERS

     SECTION 2.1  All meetings of the stockholders shall be held at such place
within the State of Delaware, and at such date and time as may be designated by
the Board of Directors and as shall be specified in the notice of the meeting or
in a duly executed waiver of notice thereof.

     SECTION 2.2  An annual meeting of the stockholders, for the election of
directors and for the transaction of such other business as may properly be
brought before the meeting, shall be held at such place within the State of
Delaware and at such, date and time as the Board of Directors may designate and
as shall be specified in the notice of the meeting or in a duly executed waiver
of notice thereof.

     SECTION 2.3  Special meetings of the stockholders, for any purpose or
purposes, may be called by the Board of Directors or the President and shall be
called by the President or the Secretary at the request in writing of a majority
of the members of the Board of Directors then in office. Such request shall
state the purpose or purposes
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of the proposed meeting. Business transacted at all special meetings shall be
confined to the objects stated in the notice thereof.

     SECTION 2.4  Written notice of any annual or special meeting of
stockholders shall be mailed to each stockholder entitled to vote thereat at his
address as it appears on the records of the Corporation, not fewer than ten nor
more than sixty days before the date of such meeting. Such notice shall be
deemed to be given when deposited in the United States mail, postage prepaid,
directed to each stockholder at his address as it last appears on the records of
the Corporation. Such notice shall state the place within the State of Delaware
and the date and hour of the meeting, and, in the case of a special meeting,
shall state the purpose or purposes for which the meeting is called.

     SECTION 2.5  At any meeting of the stockholders, the holders of a majority
of all of the issued and outstanding shares of stock entitled to vote at the
meeting, present in person or by proxy, shall constitute a quorum for all
purposes, except to the extent that the presence of a larger number of
stockholders may be required by law, by the Certificate of Incorporation of the
Corporation or by these By-laws. If a quorum shall fail to be present or
represented at any meeting, the chairman of the meeting or the holders of a
majority of the shares of the stock entitled to vote who are present, in person
or by proxy, may adjourn the meeting to another place, date or time. When a
meeting is so adjourned, written notice need not be given of the adjourned
meeting if the place, date and time thereof are announced at the meeting at
which the adjournment is taken; provided, however, that if the date of any 
adjourned meeting is more than thirty days after the date for which the meeting
was

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originally noticed, or if a new record date is fixed for the adjourned meeting,
written notice of the place, date, and time of the adjourned meeting shall be
given in conformity herewith. At any adjourned meeting, any business may be
transacted that might have been transacted at the original meeting.

     SECTION 2.6  At any meeting of the stockholders, every stockholder entitled
to vote may vote in person or by proxy authorized by an instrument in writing or
any complete and reliable copy, facsimile telecommunication or other
reproduction of the writing executed by such stockholder or by an authorized
officer, director, employee or agent of such stockholder, to the extent
permitted by law, and submitted to the Secretary at or before such meeting, but
no proxy shall be voted or acted upon after three years from its date, unless
the proxy provides for a longer period.  Each stockholder shall have one vote
for each share of stock entitled to vote that is registered in his name on the
record date for the meeting, except as otherwise provided herein or required by
law.  All elections of directors by the stockholders shall be by written ballot
and shall be determined by a plurality of the votes cast.  All other voting need
not be by written ballot, except upon demand therefor by the Board of Directors
or the officer of the Corporation presiding at the meeting of stockholders where
the vote is to be taken.  When a quorum exists at any meeting, the vote of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one for which, by express provision of law or of the Certificate of
Incorporation of the Corporation or of these By-laws, a different vote is
required.

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     SECTION 2.7    The Board of Directors shall appoint either one or three
inspectors of election, in advance of any meeting of stockholders, to act at
such meeting of the stockholders or any adjournment thereof. Inspectors of
election need not be stock holders, and no person who is a candidate for
corporate office shall act as an inspector of election. If three inspectors of
election are appointed, such inspectors of election shall act by majority vote.
Each inspector of election shall sign an oath faithfully to execute the duties
of inspector with strict impartiality and to the best of the inspector's
ability and shall do all acts as are necessary and proper to conduct the
election or vote and all such other acts as may be prescribed by law with
fairness to all stockholders. Such inspectors of election shall make a written
report of any matter determined by them and shall execute a certificate as to
any fact found by them.

     SECTION 2.8    The chairman of any meeting of the stockholders shall
determine the order of business and the procedure to be followed at such
meeting, including such regulation of the manner of voting and the conduct of
discussion as he shall deem to be fair and equitable.

     SECTION 2.9    The stockholders may participate in any meeting by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear one another, and such
participation shall constitute presence in person at such meeting; provided that
a quorum of stockholders is physically present in the State of Delaware.

     SECTION 2.10   Unless otherwise required by the Certificate of
Incorporation of the Corporation, any action required or permitted to be taken
at any meeting of the stockholders may be taken without a meeting, without prior
notice and without a vote, 

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if a written consent setting forth the action so taken shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of any corporate action without a meeting by less than unanimous written
consent shall be given in conformity herewith to those stockholders who have not
consented thereto in writing.

                         ARTICLE 3  BOARD OF DIRECTORS

     SECTION 3.1  The business and affairs of the Corporation shall be managed
by or under the direction of a Board of Directors. In addition to the powers
expressly conferred upon the Board of Directors by these By-laws, the Board of
Directors may exercise all powers of the Corporation and perform all lawful acts
as are not required to be exercised or performed by the stockholders pursuant to
law, the Certificate of Incorporation of the Corporation or these By-laws.

     SECTION 3.2  Directors shall be natural persons who need not be
stockholders of the Corporation. The specific number of directors shall be
designated from time to time exclusively by the Board of Directors. In the
absence of any such designation, the Board of Directors shall be composed of one
(1) director. Each director shall be elected for a term of one year and until
his successor is duly elected and qualified, subject, however, to such
director's prior death, resignation, retirement, disqualification or removal
from office. Whenever the authorized number of directors is increased between
annual meetings of the stockholders, a majority of the directors then in office
shall have the power to elect such new directors who shall serve until the next
annual

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meeting of stockholders and until their successors are duly elected and
qualified. Any decrease in the authorized number of directors shall not become
effective until the expiration of the term of the directors then in office
unless, at the time of such decrease, there shall be vacancies on the Board of
Directors that are being eliminated by such decrease.

     SECTION 3.3  Any vacancy on the Board of Directors occurring by reason of
death, resignation, disqualification, removal or other cause may be filled by a
majority of the directors then in office, although less than a quorum, and each
director elected to fill a vacancy shall serve for the unexpired term of his
predecessor and until his successor is duly elected and qualified.

     SECTION 3.4  The organizational meeting of each newly elected Board of
Directors may be held immediately following the stockholders' meeting at which
such directors were duly elected without the necessity of notice to such
directors or at such time, and at such place within the State of Delaware, as
may be fixed by notice or a duly executed waiver of notice thereof.

     SECTION 3.5  Regular meetings of the Board of Directors shall be held
without call or notice at such time, and at such place within the State of
Delaware, as shall from time to time be fixed by the Board of Directors.

     SECTION 3.6  Special meetings of the Board of Directors may be called by
the Chairman of the Board, by the President or by the Secretary upon his own
initiative or upon the written request of a majority of directors then in
office. Notice of the place, within the State of Delaware, and the time and date
of each such special meeting shall be given to each director by whom it is not
waived by mailing written

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notice to each director not less than two days before the meeting or by giving
notice in person or by telephone, telegram or facsimile transmission not less
than twenty-four hours before the meeting. Notice of special meetings of the
Board of Directors need not state the purpose thereof, except as otherwise
expressly provided by law, by the Certificate of Incorporation of the
Corporation, or by these By-laws. Any and all business may be transacted at a
special meeting, unless otherwise indicated in the notice thereof or provided by
law, by the Certificate of Incorporation of the Corporation or by these By-laws.

     SECTION 3.7  Members of the Board of Directors or any committee thereof may
participate in any meeting of the Board of Directors or such committee, as the
case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
one another, and such participation shall constitute presence in person at such
meeting; provided that a quorum of directors is physically present in the State
of Delaware.

     SECTION 3.8  At any meeting of the Board of Directors, the presence of a
majority of the total number of directors shall constitute a quorum for the
transaction of business, and the vote of a majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors, unless otherwise provided by law, by the Certificate of Incorporation
of the Corporation or by these By-laws.  If a quorum shall not be present at any
meeting of the Board of Directors, a majority of the directors present may
adjourn the meeting to any place, date or time, without notice other than
announcement at the meeting, until a quorum shall be present.

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     SECTION 3.9   Unless otherwise provided by law, by the Certificate of
Incorporation of the Corporation 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 of
Directors or such committee, as the case may be, consent thereto in writing and
such consent is filed with the minutes of proceedings of the Board of Directors
or committee thereof.

     SECTION 3.10  Directors, in addition to expenses of attendance, shall be
allowed such compensation for their services as directors, including, without
limitation, their services as members of committees of the Board of Directors,
as may be fixed from time to time by the Board of Directors; provided, that
nothing contained in these By-laws shall be construed to preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor.

     SECTION 3.11  A member of the Board of Directors or of any committee
thereof shall, in the performance of his duties, be fully protected in relying
in good faith upon the books of account or reports made to the Corporation by
any of its officers, or by an independent certified public accountant, or by an
appraiser selected with reasonable care by the Board of Directors or by any
committee thereof, or in relying in good faith upon other records of the
Corporation.

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                             ARTICLE 4  COMMITTEES

     SECTION 4.1  The Board of Directors, by a vote of a majority of the whole
Board of Directors, may from time to time designate committees of the Board of
Directors, with such lawfully delegable powers and duties as it thereby confers,
to serve at the pleasure of the Board of Directors and shall, for those
committees and any others provided for herein, elect a director or directors to
serve as a member or members and designate, if it desires, one or more directors
as alternate members who may replace any absent or disqualified member at any
meeting of the committee.  In the absence or disqualification of any member of
any committee and any alternate member in his place, the member or members of
the committee 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.  The Board of Directors may, from time to time, suspend,
alter, continue or terminate any committee or the powers and functions thereof.

     SECTION 4.2  The Board of Directors may appoint committees consisting of
officers or other persons, with chairmanships, vice chairmanships and
secretaryships and such duties and powers as the Board of Directors may from
time to time designate and prescribe.  The Board of Directors may from time to
time suspend, alter, continue or terminate any of such committees or the powers
and functions thereof.

     SECTION 4.3  One-third of the members of any committee shall constitute a
quorum unless the committee shall consist of one or two members, in which case
one 

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member shall constitute a quorum. All matters properly brought before any 
committee shall be determined by a majority vote of the members present.

     SECTION 4.4  Any action that may be taken by a committee at a meeting may
be taken without a meeting if all members thereof consent thereto in writing and
such writing is filed with the minutes of the proceedings of such committee.

     SECTION 4.5  Each committee may determine the procedural rules for meeting
and conducting its business and shall act in accordance therewith, except as
otherwise provided by law, by the Certificate of Incorporation of the
Corporation or by these By-laws.  Adequate provision shall be made for notice to
all members of any committee of all meetings of that committee.

                              ARTICLE 5  OFFICERS

     SECTION 5.1  The officers of the Corporation shall consist of a Chairman of
the Board, a President, one or more Vice Presidents, a Secretary and a
Treasurer. Officers shall be appointed from time to time by the Board of
Directors.  No officer except the Chairman of the Board need be a member of the
Board of Directors.  Any number of offices may be held by the same person.

     SECTION 5.2  The Board of Directors may appoint such other officers,
including assistant officers, and agents as it shall deem necessary, who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board of Directors.

     SECTION 5.3  Each officer shall hold office until his successor is duly
elected and qualified or until his earlier death, resignation, retirement or
removal.  Any officer 

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appointed by the Board of Directors may be removed at any time by the Board of
Directors without prejudice to his contract rights. If the office of any officer
becomes vacant for any reason, such vacancy shall be filled by the Board of
Directors. Any officer appointed to fill such a vacancy shall hold office until
his successor is duly elected and qualified or until his earlier death,
resignation, retirement or removal.

     SECTION 5.4  The Board of Directors may from time to time delegate the
powers or duties of any officer to any other officers or agents, notwithstanding
any provision of these By-laws.

     SECTION 5.5  The Chairman of the Board shall be a director of the 
Corporation. The Chairman of the Board shall preside at all meetings of the
stockholders and of the Board of Directors and shall perform such duties and
have such powers as may from time to time be assigned to him by the Board of
Directors.

     SECTION 5.6  The President shall be the chief executive officer of the
Corporation and, subject to the provisions of these By-laws and to the
direction of the Board of Directors, he shall have responsibility for the
general management and control of the business and affairs of the Corporation.
Unless otherwise directed by the Board of Directors from time to time, the
President shall have the power to vote and otherwise act on behalf of the
Corporation, in person or by proxy, at any meeting of stockholders of or with
respect to any action of stockholders of any other corporation in which the
Corporation may hold securities and otherwise to exercise any and all rights and
powers which the Corporation may possess by reason of its ownership of
securities in such other corporation.  The President shall perform the duties
and exercise the powers of the Chairman of the Board in the absence or
disability of the 

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Chairman.

     SECTION 5.7  Each Vice President shall have such powers and perform such
duties as may be delegated to him by the Board of Directors or by the President.
In the absence or disability of the Chairman of the Board and the President, any
Vice President who is also a director of the Corporation may preside at meetings
of the stockholders and the Board of Directors to the extent and in the manner
authorized by a resolution of the Board of Directors.

     SECTION 5.8  The Secretary shall attend all meetings of the Board of
Directors and of the stockholders and shall record all votes and the minutes of
all proceedings at such meetings in a book to be kept for that purpose and shall
perform such other duties as the Board of Directors may from time to time
prescribe. The Secretary shall perform the preceding duties for any committee of
the Board of Directors upon the request of the Board of Directors or such
committee. The Secretary shall give or cause to be given notice of all meetings
of the stockholders and the Board of Directors. The Secretary shall have charge
of the seal of the Corporation, and, where required, shall have the authority to
affix such seal to any instrument. In the absence or disability of the
Secretary, any Assistant Secretary shall perform the duties and exercise the
powers of the Secretary.

     SECTION 5.9  The Treasurer shall have the custody of the Corporation's
funds and securities and shall deposit all monies and other valuable effects in
the name and to the credit of the Corporation, in such depositories as may be
designated by the Board of Directors. The Treasurer shall make such
disbursements of the Corporation's funds as are authorized by the Board of
Directors or by the President, taking proper

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vouchers for such disbursements, and shall render to the Board of Directors an
account of all such transactions and of the financial condition of the
Corporation, at such times as the Board of Directors may require. The Treasurer
shall also perform such other duties as the Board of Directors may from time to
time prescribe. In the absence or disability of the Treasurer, any Assistant
Treasurer shall perform the duties and exercise the powers of the Treasurer.

                          ARTICLE 6  INDEMNIFICATION

     SECTION 6.1  Subject to Section 6.3 hereof, the Corporation shall indemnify
any person who was or is a party or has threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer or employee of the Corporation, or is or was serving at the request of
the Corporation as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a 

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manner that he reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     SECTION 6.2  Subject to Section 6.3 hereof, the Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer or employee of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, or employee of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation; except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

     SECTION 6.3  Any indemnification under this Article 6 (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer or employee
is proper in 

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the circumstances because he has met the applicable standard of conduct set
forth in Section 6.1 or Section 6.2 of this Article 6, as the case may be. Such
determination shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who are not parties to such action, suit or
proceeding, (ii) if such a quorum is not attainable, or, even if attainable, if
a majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion or (iii) by the stockholders. To
the extent, however, that a director, officer or employee of the Corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding described above, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith, without the necessity of
authorization in the specific case.

     SECTION 6.4  For purposes of any determination under Section 6.3 of this
Article 6, a person shall be deemed to have acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Corporation, or, with respect to any criminal action or proceeding, to have had
no reasonable cause to believe his conduct was unlawful, if his action is based
on the records or books of account of the Corporation or another enterprise
(provided that such records or books of account have in each case been prepared
by persons whom the person relying thereon reasonably believes to be
professionally or expertly competent to prepare such records or books of
account), or on information supplied to him by the officers of the Corporation
or another enterprise in the course of their duties, or on the advice of legal
counsel for the Corporation or another enterprise or on information or records

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given or reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected with
reasonable care by the Corporation or another enterprise. The term "another
enterprise" as used in this Section 6.4 shall mean any other corporation or any
partnership, joint venture, trust or other entity of which such person is or was
serving at the request of the Corporation as a director, officer or employee.
The provisions of this Section 6.4 shall not be deemed to be exclusive or to
limit in any way the circumstances in which a person may be deemed to have met
the applicable standard of conduct set forth in Section 6.1 or 6.2 of this
Article 6, as the case may be.

     SECTION 6.5  Notwithstanding any contrary determination in the specific
case under Section 6.3 of this Article 6, and notwithstanding the absence of any
determination thereunder, any director, officer or employee may apply to any
court of competent jurisdiction in the State of Delaware for indemnification to
the extent otherwise permissible under Sections 6.1 and 6.2 of this Article 6.
The basis of such indemnification by a court shall be a determination by such
court that indemnification of the director, officer or employee is proper in the
circumstances because he has met the applicable standards of conduct set forth
in Section 6.1 or 6.2 of this Article 6, as the case may be. Notice of any
application for indemnification pursuant to this Section 6.5 shall be given to
the Corporation promptly upon the filing of such application.

     SECTION 6.6  Expenses incurred in defending or investigating a threatened
or pending action, suit or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding as authorized by the
Board of Directors upon receipt of an undertaking by or on behalf of the
director, officer or

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employee to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation as authorized in this Article
6.

     SECTION 6.7  The indemnification and advancement of expenses provided by,
or granted pursuant to, the other sections of this Article 6 shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, contract,
vote of stockholders or disinterested directors or pursuant to the direction
(howsoever embodied) of any court of competent jurisdiction or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office, it being the policy of the Corporation that indemnification
of, and advancement of expenses to, the persons specified in Sections 6.1 and
6.2 of this Article 6 shall be made to the fullest extent permitted by law. To
this end, the provisions of this Article 6 shall be deemed to have been amended
for the benefit of such persons effective immediately upon any modification of
the General Corporation Law of the State of Delaware which expands or enlarges
the power or obligation of corporations organized under such law to indemnify,
or advance expenses to, such persons. The provisions of this Article 6 shall not
be deemed to preclude the indemnification of, or advancement of expenses to, any
person who is not specified in Section 6.1 or 6.2 of this Article 6 but whom the
Corporation has the power or obligation to indemnify, or to advance expenses
for, under the provisions of the General Corporation Law of the State of
Delaware or otherwise. The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article 6 shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer or employee

                                      -17-
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and shall inure to the benefit of the heirs, executors and administrators of
such person.

     SECTION 6.8  The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer or employee of the Corporation,
or is or was serving at the request of the Corporation as a director, officer or
employee of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power or the obligation to indemnify him against such
liability under the provisions of this Article 6.

     SECTION 6.9  For purposes of this Article 6, references to the
"Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had the power and authority to indemnify its directors, officers and
employees, so that any person who is or was a director, officer or employee of
such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article 6 with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

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                               ARTICLE 7  STOCK

     SECTION 7.1  The certificates representing shares of stock of the
Corporation shall be numbered and shall be entered in the books of the
Corporation as they are issued. Each stockholder shall be entitled to a
certificate exhibiting such stockholder's name and the number of shares held by
such stockholder, which certificate shall be signed by the Chairman of the Board
or the President or any Vice President, and by the Treasurer or the Secretary or
any Assistant Secretary. Any or all of the signatures on such certificate may
be a facsimile. 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, such certificate may be issued by the Corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue.

     SECTION 7.2  Transfers of stock shall be made only upon the transfer books
of the Corporation maintained in an office of the Corporation or by transfer
agents designated to transfer shares of the stock of the Corporation, and only
by the person named in the certificate or by his attorney, lawfully constituted
in writing, and upon surrender of the certificate therefor.

     SECTION 7.3  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 of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors 

                                      -19-
<PAGE>
 
may fix, in advance, a record date, which shall not be more than sixty nor less
than ten 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.

     SECTION 7.4  The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, save as expressly provided by the
laws of the State of Delaware.

     SECTION 7.5  The Board of Directors may authorize the issuance of a new
certificate representing shares of stock in place of any certificate previously
issued by the Corporation and alleged to have been lost, stolen or destroyed,
pursuant to such regulations as the Board of Directors may establish concerning
proof or advertisement of such alleged loss, theft or destruction and concerning
the giving of a satisfactory bond or bonds sufficient to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate.

     SECTION 7.6  The issue, transfer, conversion and registration of
certificates of stock of the Corporation shall be governed by such other
regulations as the Board of Directors may from time to time establish.

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                        ARTICLE 8  PURPOSES AND POWERS

     SECTION 1.   The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware; provided that the Corporation's
activities shall be confined to the maintenance and management of its intangible
investments and the collection and distribution of the income from such
investments or from tangible property physically located outside Delaware, all
as defined in, and in such manner to qualify for exemption from income taxation
under, Section 1902(b)(8) of Title 30 of the Delaware Code, or under the
corresponding provision of any subsequent law; provided further that the
Corporation shall be empowered to conduct such other activities as permitted by
said Section 1902(b)(8) or the corresponding provision of any subsequent law in
such manner to qualify for exemption from income taxation under said Section
1902(b)(8) or the corresponding provision of any subsequent law. For purposes of
this Section "intangible investments" shall include, without limitation,
investments in stocks, bonds, notes and other debt obligations (including debt
obligations of affiliated corporations), patents, patent applications,
trademarks, trade names and similar types of intangible assets.

                               ARTICLE 9  NOTICES

     SECTION 9.1  Whenever notice is required to be given to any director, 
committee member, officer, stockholder, employee or agent, whether pursuant to
law, the Certificate of Incorporation of the Corporation or these By-laws, it
shall not be construed to mean personal notice, but such notice may be given, in
the case of stockholders, in writing, by depositing the same in the mail,
postage prepaid, or by

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<PAGE>
 
overnight carrier addressed to such stockholder at his last known address as the
same appears on the books of the Corporation, and, in the case of directors,
committee members, officers, employees and agents, by telephone, or by mail,
postage prepaid, or by prepaid telegram at his last known address as the same
appears on the books of the Corporation. All notices shall be deemed to be given
when mailed, telegraphed or telephoned.

     SECTION 9.2   Whenever notice is required to be given to any stockholder,
director, committee member, officer, employee or agent, whether pursuant to law,
the Certificate of Incorporation of the Corporation or these By-laws, a written
waiver thereof, signed by the person entitled to notice, whether before or after
the time stated therein, shall be deemed equivalent to notice.  Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
as otherwise provided by law.  Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders, directors, or
members of a committee of directors need be specified in any written waiver of
notice unless so required by the Certificate of Incorporation of the Corporation
or by these By-laws.

                           ARTICLE 10  MISCELLANEOUS

     SECTION 10.1  Any officer of the Corporation shall, if required by the
Board of Directors, give the Corporation a bond for the faithful performance of
the duties of his office, and for the restoration to the Corporation of all
corporate books, papers, vouchers, money and property of whatever kind in his
possession or under his control. Such bond shall be for a sum and with such
surety or sureties as the Board of 

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Directors may require.

     SECTION 10.2  The corporate seal shall be in the charge of the Secretary
and shall have inscribed thereon the name of the Corporation and the words
"Incorporated 1996 Delaware."  If and when so directed by the Board of Directors
or a committee thereof, the Secretary may have duplicates of such seal made and
deposited for use with other officers of the Corporation.  It shall not be
necessary to the validity of any instrument executed by any authorized officer
or officers of the Corporation that the execution of such instrument be
evidenced by the corporate seal.

     SECTION 10.3  The fiscal year of the Corporation shall be as determined by
the Board of Directors.

     SECTION 10.4  All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers as the Board of Directors may from
time to time designate.

     SECTION 10.5  The Board of Directors shall determine from time to time
whether, when and under what conditions and regulations, the books and records
of the Corporation (except such as may by statute be specifically open to
inspection) shall be open to the inspection of the stockholders, and the
stockholders' rights in this respect are and shall be restricted and limited
accordingly.

     SECTION 10.6  Facsimile signatures of any officer of the Corporation may
be used at such time and in such manner as authorized by the Board of Directors
or a committee thereof.

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                             ARTICLE 11  AMENDMENT

     SECTION 11.1  These By-laws may be amended, suspended or repealed and new
By-laws may be adopted in a manner consistent with law: (a) if authorized by the
Certificate of Incorporation of the Corporation, by the affirmative vote of a
majority of the Directors then in office, at any meeting of the Board of
Directors, or (b) by the affirmative vote of the stockholders at any
stockholders' meeting called and maintained in accordance with Article 2 of
these By-laws; provided, however, that a brief description of such proposed
amendment, suspension or repeal and/or adoption of new By-laws is contained in
the notice of such meeting of the Board of Directors or of such annual or
special stockholders' meeting.


Adopted as of January 12, 1998

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