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                          AMENDED AND RESTATED BY-LAWS

                                       of

                         AMERICAN BIO MEDICA CORPORATION

                                   ARTICLE I

                                 THE CORPORATION


         Section 1. Name. The legal name of this corporation (hereinafter called
the "Corporation") is AMERICAN BIO MEDICA CORPORATION.

         Section 2. Offices. The Corporation shall have its principal office in
the State of New York. The Corporation may also have offices at such other
places within and without the United States as the Board of Directors may from
time to time appoint or the business of the Corporation may require.

         Section 3. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, New York". One or more duplicate dies for impressing such seal may be kept
and used.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

         Section 1. Place of Meetings. All meetings of the shareholders shall be
held at the principal office of the Corporation in the State of New York or at
such place, within or without the State of New York, as may be determined by the
Board of Directors and as may be designated in the notice of that meeting.

         Section 2. Annual Meeting. The annual meeting of the shareholders of
the Corporation for the election of directors and the transaction of such other
business as may properly come before the meeting shall be held in June of each
year, or at such other time as is fixed in the notice of the meeting. If for any
reason any annual meeting shall not be held at the time herein specified, the
same may be held at any time thereafter upon notice, as herein provided, or the
business thereof may be transacted at any special meeting called for the
purpose.

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         Section 3. Special Meetings. Special meetings of the shareholders may
be called by the President whenever he deems it necessary or advisable. A
special meeting of the shareholders shall be called by the President whenever so
directed in writing by a majority of the entire Board of Directors or whenever
the holder of one-third (1/3) of the number of shares of the capital stock of
the Corporation entitled to vote at such meeting shall, in writing, request the
same.

         Section 4. Notice of Meetings; Waiver. Notice of the date, time and
place of the annual and of each special meeting of the shareholders shall be
given to each shareholder entitled to vote in person, electronically, by mail,
or by prepaid telegram. This notice shall be given not less than ten (10) and
not more than sixty (60) days before the date of each meeting. If mailed or
telegraphed, it should be directed to shareholder at the address last shown on
the books of the Corporation. No publication of the notice of meeting shall be
required. A shareholder may waive the notice of meeting by attendance, either in
person or by proxy, at the meeting, by electronic transmission, or by so stating
in writing, either before or after the meeting. Attendance at a meeting for the
express purpose of objecting that the meeting was not lawfully called or
convened shall not, however, constitute a waiver of notice. Except where
otherwise required by law, notice need not be given of any adjourned meeting of
the shareholders. Notice of the annual meeting and each special meeting of the
shareholders shall indicate that it is being issued by or at the direction of
the person or persons calling the meeting, and shall state the name and capacity
of each such person. Notice of each special meeting shall also state the purpose
or purposes for which it has been called. Neither the business to be transacted
at nor the purpose of the annual or any special meeting of the shareholders need
be specified in any written waiver of notice.

         Section 5. Record Date for Shareholders. For the purpose of determining
the shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or other distribution or the 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 may fix, in advance, a record date, which shall not be more than sixty
(60) days nor less than ten (10) days before the date of such meeting, nor more
then sixty (60) days prior to any other action. If no record date is fixed: (1)
the record date for determining shareholders entitled to notice of or to vote at
a meeting of shareholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if no notice is given, the day
on which the meeting is held; (2) the record date for determining shareholders
for any purpose other than that specified in subparagraph (1) shall be at the
close of business on the day on which the Board of Directors adopts a resolution
relating thereto. A determination of shareholders of record entitled to notice
of or to vote at any meeting of shareholders 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.

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         Section 6. Proxy Representation. Every shareholder entitled to vote may
authorize another person or persons to act for him by proxy in all matters in
which a shareholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy shall be voted or acted upon not later than
eleven months from its date unless such proxy provides for a longer period.
Every proxy shall be revocable at the pleasure of the shareholder executing it,
except as otherwise provided in Section 609 of the New York Business Corporation
Law or similar law.

         Section 7. Presiding Officer.

                (a) Meetings of the shareholders shall be presided over by the
Chairman of the Board of Directors, or, if he or she is not present, by the
Chief Executive Officer, or if he or she is not present, by the President, or if
he or she is not present, by a Vice-President, or if neither the Chairman of the
Board of Directors nor the Chief Executive Officer nor the President nor a
Vice-President is present, by a chairman to be chosen by a majority of the
shareholders entitled to vote at the meeting who are present in person or by
proxy. The Secretary of the Corporation, or, in her or his absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present, the Chairman of the Board of Directors
shall choose any person present to act as secretary of the meeting.

                (b) The chairman of the meeting shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts and things as are necessary or desirable for proper conduct of the meeting,
including, without limitation, the establishment of procedures for the
maintenance of order and safety, limitations of the time allotted to questions,
or comments on the affairs of the corporation taken up by any one shareholder,
restriction or entry to such meeting after the time prescribed for the
commencement thereof and the openings and closing of the voting pools.

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         Section 8. Voting at Shareholder's Meetings. Each share of stock shall
entitle the holder thereof to one vote in person or by proxy for each share of
stock having voting rights registered in his or her name on the books of the
Corporation. A shareholder may vote his or her shares through a proxy appointed
by a written instrument signed by the shareholder or by a duly authorized
attorney-in-fact and delivered to the secretary of the meeting. No proxy shall
be valid after eleven (11) months from the date of its execution unless a longer
period is expressly provided. In the election of directors, a plurality of the
votes cast shall elect. Any other action shall be authorized by a majority of
the votes cast except where the New York Business Corporation Law prescribes a
different percentage of votes or a different exercise of voting power. In the
election of directors, and for any other action, voting need not be by ballot.

         Section 9. Quorum and Adjournment. Except for a special election of
directors pursuant to Section 603 of the New York Business Corporation Law, the
presence, in person or by proxy, of the holders of a majority of the shares of
the stock of the Corporation outstanding and entitled to vote thereat shall be
requisite and shall constitute a quorum at any meeting of the shareholders. When
a quorum is once present to organize a meeting, it shall not be broken by the
subsequent withdrawal of any shareholders. If at any meeting of shareholders
there shall be less than a quorum so present, the shareholders present in person
or by proxy and entitled to vote thereat, may adjourn the meeting from time to
time until a quorum shall be present, but no business shall be transacted at any
such adjourned meeting except such as might have been lawfully transacted had
the meeting not adjourned.

         Section 10. List of Shareholders.

         (a) A complete list of the shareholders of the Corporation entitled to
vote at the ensuing meeting shall be prepared by the Secretary, or other officer
of the Corporation having charge of the Stock Transfer Books. This list shall be
certified by the officer of the Corporation responsible for its preparation or
by a transfer agent. This list shall be available at the meeting and shall be
open to inspection by any shareholder at any time during the meeting.

         (b) The original Stocks Transfer Books shall be prima facie evidence as
to who are the shareholders entitled to examine the list or to vote at any
meeting of the shareholders.

         (c) Failure to comply with the requirements of this section shall not
affect the validity of any action taken at any meetings of the shareholders.

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         Section 11. Inspectors of Election. The Board of Directors, in advance
of any meeting shall appoint one or more inspectors of election to act at the
meeting or any adjournment thereof. Inspectors may, but need not, be officers or
employees of the Corporation. If an inspector or inspectors are not appointed,
the person presiding at the meeting may, and at the request of any shareholder
entitled to vote thereat shall, appoint one or more inspectors. In case any
person who may be appointed as an inspector fails to appear or act, the vacancy
may be filled by appointment made by the Board of Directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors shall
determine the number of shares of stock outstanding and the voting power of
each, the shares of stock represented at the meeting, the existence of a quorum,
the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all shareholders. On request of the person presiding at
the meeting or any shareholder entitled to vote thereat, the inspector or
inspectors shall make a report in writing of any challenge, questions or matter
determined by him or them and execute a certificate of any fact found by him or
them. Any report or certificate made by the inspector or inspectors shall be
prima facie evidence of the facts stated and of the vote as certified by them.

         Section 12. Action of the Shareholders Without Meetings. Any action
which may be taken at any annual or special meeting of the shareholders may be
taken without a meeting or written consent, setting forth the action so taken,
signed by the holders of all outstanding shares entitled to vote thereon.
Written consent thus given by the holders of all outstanding shares entitled to
vote shall have the same effect as a unanimous vote of the shareholders.

                                   ARTICLE III

                                    DIRECTORS

         Section 1. Number of Directors. The number of directors shall be at
least three (3). The number of directors may be fixed from time to time by
action of a majority of the entire Board of Directors or of the shareholders at
an annual or special meeting, or, if the number of directors is not so fixed,
the number shall be three or shall be equal to the number of shareholders,
whichever is less. No decrease in the number of directors shall shorten the term
of any incumbent director.

         Section 2. Election and Term. The initial Board of Directors shall be
elected by the incorporator and each initial director so elected shall hold
office until the first annual meeting of shareholders and his successor has been
elected and qualified. Thereafter, each director who is elected at an annual
meeting of shareholders, and each director who is elected in the interim to fill
a vacancy or a newly created directorship, shall hold office until the next
annual meeting of shareholders and until his successor has been elected and
qualified.

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         Section 3. Filling Vacancies, Resignation, and Removal. Any director
may tender his resignation at any time. Any director or the entire Board of
Directors may be removed, with or without cause, by vote of the shareholders. In
the interim between annual meetings of shareholders or special meetings of
shareholders called for the election of directors or for the removal of one or
more directors and for the filling of any vacancy in that connection, newly
created directorships and any vacancies in the Board of Directors, including
unfilled vacancies resulting from the resignation or removal of directors for
cause or without cause, may be filled by the vote of a majority of the remaining
directors then in office, although less than a quorum, or by the sole remaining
director.

         Section 4. Qualifications and Powers. Each director shall be at least
eighteen years of age. A director need not be a shareholder, a citizen of the
United States or a resident of the State of New York. The business of the
Corporation shall be managed by the Board of Directors, subject to the
provisions of the Certificate of Incorporation. In addition to the powers and
authorities by these By-laws expressly conferred upon it, the Board may exercise
all such powers of the Corporations 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 exclusively by the shareholders.

         Section 5. Meetings. Meetings of the Board of Directors may be held
either within or without the State of New York. Meetings of the Board of
Directors shall be held at those times and places as are fixed from time to time
by resolution of the Board of Directors. Special meetings may be held at any
time upon call of the Chairman of the Board, the Chief Executive Officer, the
President, a Vice-President, or a majority of directors, upon written, notice
deposited in the U.S. mail or sent via facsimile. A meeting of the Board of
Directors may be held without notice immediately following the annual meeting of
the shareholders. Notice need not be given of regular meetings of the Board of
Directors if the times and places are fixed by resolution of the Board of
Directors, nor need notice be given of adjourned meetings. Regular meetings may
be held at any time without notice if all the directors are present or if,
before the meeting, those not present waive such notice in writing. Notice of a
meeting of the Board of Directors need not state the purpose of, nor the
business to be transacted at, any meeting.

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         Section 6. Quorum of Directors and Action by the Board. A majority of
the entire Board of Directors shall constitute a quorum except that when the
entire Board consists of one director, then one director shall constitute a
quorum, and except that when a vacancy or vacancies prevents such majority, a
majority of the directors in office shall constitute a quorum, provided that
such majority shall constitute at least one-third of the entire Board. A
majority of the directors present, whether or not they constitute a quorum, may
adjourn a meeting to another time and place. Except as herein otherwise
provided, and except as otherwise provided by the New York Business Corporation
Law, the vote of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board.

         Section 7. Telephonic Meetings. Any member or members of the Board of
Directors, or of any committee designated by the Board, may participate in a
meeting of the Board, or any such committee, as the case may be, by means of
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time, and
participation in a meeting by such means shall constitute presence in person at
such meeting.

         Section 8. Action Without a Meeting. 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 or proceedings of the Board or committee.

         Section 9. Compensation of Directors. By resolution of the Board of
Directors, the directors may be paid their expenses, if any, for attendance at
each regular or special meeting of the Board or of any committee designated by
the Board and may be paid a fixed sum for attendance at such meeting, or a
stated salary as director, or both. Nothing herein contained shall be construed
to preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor; provided however that directors who are also
salaried officers shall not receive fees or salaries as directors.

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         Section 10. Indemnification

         (a) Any person who was, is, or is threatened to be made a party to any
action or proceeding, whether civil or criminal (including an action by or in
the right of this Corporation or any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise which any director or
officer of this Corporation served in any capacity at the request of this
Corporation), by reason of the fact that he, his testator or intestate, is or
was a director or officer of this Corporation, or served such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity, shall be indemnified by this Corporation against all judgments,
fines, amounts paid in settlement and reasonable expenses, including attorneys'
fees actually and necessarily incurred in connection with the defense or appeal
of any such action or proceeding, and against any other amounts, expenses and
fees similarly incurred; provided that no indemnification shall be made to or on
behalf of any director or officer where indemnification is prohibited by
applicable law. This right of indemnification shall include the right of a
director or officer to receive payment from this Corporation for expenses
incurred in defending or appealing any such action or proceeding in advance of
its final disposition; provided that the payment of expenses in advance of the
final disposition of an action or proceeding shall be made only upon delivery to
this Corporation of an undertaking by or on behalf of the director or officer to
repay all amounts so advanced if it should be determined ultimately that the
director or officer is not entitled to be indemnified. The preceding right of
indemnification shall be a contract right enforceable by the director or officer
with respect to any claim, cause of action, action or proceeding accruing or
arising while this by-law shall be in effect.

         (b) Any indemnification provided for by this Section shall be
authorized in any manner provided by applicable law or, in the absence of such
law:

                  (i) by the Board of Directors acting by a quorum of Directors
who are not parties to such action or proceeding, upon a finding that there has
been no judgment or other final adjudication adverse to the Director or officer
which establishes that his acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled, or

                  (ii) if a quorum under clause (i) is not obtainable,

                       (1) by the Board upon the opinion in writing of
         independent legal counsel that indemnification is proper in the
         circumstances because there has been no such judgment or other final
         adjudication adverse to the director or officer, or

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                       (2) by the shareholders upon a finding that there has
         been no such judgment or other final adjudication adverse to the
         director or officer.

         (c) If a claim of indemnification is not paid in full by the
Corporation within ninety days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall also be entitled to recover the expenses of
prosecuting such claim.

         (d) The rights conferred on any person under this Section shall not be
exclusive of any other right which may exist under any statute, provision of the
Certificate of Incorporation, by-law, agreement, vote of stockholders or
disinterested directors, or otherwise.

         (e) Subject to the laws of New York, the Corporation may maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the Corporation against any expense, liability or loss of the
general nature contemplated by this section, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the laws of New York.

         (f) It is the intent of the Corporation to indemnify its officers and
directors to the fullest extent authorized by the laws of New York as they now
exist or may hereafter be amended. If any portion of this Section shall for any
reason be held invalid or unenforceable by judicial decision or legislative
amendment, the valid and enforceable provisions of this Section will continue to
be given effect and shall be construed so as to provide the broadest
indemnification permitted by law.

                                   ARTICLE IV

                                   COMMITTEES

         Section 1. In General. The Board of Directors, by a resolution or
resolutions adopted by a majority of the entire Board, may designate from among
its members an executive committee and other committees each consisting of one
or more directors. Each committee shall have all the authority of the Board of
Directors, except for: (1) submission to shareholders of any action that needs
shareholders' approval, (2) the filing of vacancies in the Board of Directors,
(3) the fixing of compensation of the directors for serving on the board or any
committee, (4) the amendment or repeal of these By-Laws, or the adoption of new
by-laws, and (5) the amendment or repeal of any resolution of the Board of
Directors which by its terms shall not be amendable or repealable.

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         Section 2. Executive Committee. Except as otherwise limited by the
Board of Directors or by these By-laws, the Executive Committee, if so
designated by the Board of Directors, shall have and may exercise, when the
Board is not in session, all the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and shall have the
power to authorize the seal of the Corporation to be affixed to all papers which
may require it. The Board shall have the power at any time to change the
membership of the Executive Committee, to fill vacancies in it, or to dissolve
it. The Executive Committee may make rules for the conduct of its business and
may appoint such assistance as it shall from time to time deem necessary. A
majority of the members of the Executive Committee, if more than a single
member, shall constitute a quorum.

                                   ARTICLE V

                                    OFFICERS

         Section 1. Number. The officers of the Corporation shall be a Chief
Executive Officer, a President, one or more Vice-Presidents, a Treasurer, and a
Secretary. In addition, there may be such subordinate officers as the Board of
Directors may deem necessary. Any person may hold two or more offices.

         Section 2. Term of Office. The principal officers shall be chosen
annually by the Board of Directors at the first meeting of the Board of
Directors following the shareholders' annual meeting, or as soon as is
conveniently possible. Subordinate officers may be elected from time to time.
Each officer shall serve until his or her successor shall have been chosen and
qualified.

         Section 3. Removal. Any officer may be removed from office with or
without cause, at any time by the vote of the Board of Directors. Such removal
shall not prejudice the contract rights, if any, of the person so removed.

         Section 4. Vacancies. Any vacancy in any office from any cause may be
filled for the unexpired portion of the term by the Board of Directors.

         Section 5. Duties.

         (a) Chief Executive Officer. The Chief Executive Officer shall have
general active management of the business of the corporation, and in the absence
of the Chairman of the Board, shall preside at all meetings of the shareholders
and the Board of Directors; and shall see that all orders and resolutions of the
Board of Directors are carried into effect.

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         (b) President. The President, in the absence of the Chairman of the
Board, shall preside at all meetings of the shareholders and at all meeting of
the Board of Directors. She or he shall have general supervision of the affairs
of the Corporation, shall sign or countersign all certificates, contracts, or
other instruments of the Corporation as authorized by the Board of Directors,
shall make reports to the Board of Directors and shareholders, and shall perform
any and all other duties as are incident to her or his office or are properly
required of him or her by the Board of Directors.

         (c) Vice-President. The Vice-Presidents, in the order designated by the
Board of Directors, shall exercise the functions of the President during the
absence or disability of the President. Each Vice-President shall have any other
duties as are assigned from time to time by the Board of Directors.

         (d) Secretary and Treasurer. The Secretary and the Treasurer shall
perform those duties as are incident to their offices, or are properly required
of them by the Board of Directors, or are assigned to them by the Certificate of
Incorporation or these By-Laws.

         (e) Delegation. In case of the absence or disability of any officer of
the Corporation and of or person authorized to act in his or her place during
such period of absence or disability, the Board of Directors may from time to
time delegate the powers and duties of such officer to any other officer or to
any other director or to any other person whom it may select.

                                   ARTICLE VI

                             CERTIFICATES OF SHARES

         Section 1. Form. The interest of each shareholder of the Corporation
shall be evidenced by certificates for shares of stock, certifying the number of
shares represented thereby and in such form not inconsistent with the
Certificate of Incorporation of the Corporation as the Board of Directors may
from time to time prescribe. Such shares shall be approved by the Board of
Directors, and shall be signed by the President or a Vice-President and by the
Secretary or the Treasurer and shall bear the seal of the Corporation and shall
not be valid unless signed and sealed. Certificates countersigned by a duly
appointed transfer agent and/or registered by a duly appointed registrar shall
be deemed to be so signed and sealed whether the signatures be manual or

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facsimile signatures and whether the seal be a facsimile seal or any other form
of seal. All certificates shall be consecutively numbered and the name of the
person owning the shares represented thereby, his residence, with the number of
such shares and the date of issue, shall be entered on the Corporation's books.
All certificates surrendered shall be cancelled and no new certificates issued
until the former certificates for the same number of shares shall have been
surrendered and cancelled, except as provided for herein.

         In case any officer or officers who shall have signed or whose
facsimile signature or signatures shall have been affixed to any such
certificate or certificates, shall cease to be such officer or officers of the
Corporation before such certificate or certificates shall have been delivered by
the Corporation, may nevertheless be adopted by the Corporation, and may be
issued and delivered as though the person or persons who signed such
certificates, or whose facsimile signature or signatures shall have been affixed
thereto, had not ceased to be such officer or officers of the Corporation.

         Any restriction on the transfer or registration of transfer of any
shares of stock of any class or series shall be noted conspicuously on the
certificate representing such shares.

         Section 2. Subscription for Shares. Unless the subscription agreement
provides otherwise, subscriptions for shares, whether made before or after the
formation of the Corporation, shall be paid in full at such time, or in such
installments and at such times, as shall be determined by the Board of
Directors. All calls for payments on subscriptions shall be uniform as to all
shares of the same class or of the same series.

         Section 3. Addresses of Shareholders. Every shareholder shall furnish
the Corporation with an address to which notices of meetings and all other
notices may be served upon or mailed to him, and in default thereof notices may
be addressed to him at his last known post office address.

         Section 4. Stolen, Lost, Destroyed Certificates. No certificate for
shares of stock in the Corporation shall be issued in place of any certificate
alleged to have been lost, destroyed, or stolen except on production of
evidence, satisfactory to the Board of Directors, of that loss, destruction or
theft, and, if the Board of Directors so requires, upon the furnishing of an
indemnity bond in such amount (but not to exceed twice the value of the shares
represented by the certificate) and with such terms and surety as the Board of
Directors in its discretion may require.

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         Section 5. Transfers of Shares. Upon compliance with all provisions
restricting the transferability of shares, if any, transfer of stock shall be
made only upon the books of the Corporation by the holder in person or by his
attorney thereunto authorized by power of attorney duly filed with the Secretary
of the Corporation or with a transfer agent or registrar, if any, upon the
surrender and cancellation of the certificates or certificates for such shares
properly endorsed and the payment of all taxes due thereon. The Board of
Directors may appoint one or more suitable banks and/or trust companies as
transfer agents and/or registrars of transfers, for facilitating transfers of
any class or series of stock of the Corporation by the holders thereof under
such regulations as the Board of Directors may from time to time prescribe. Upon
such appointment being made all certificates of stock of such class or series
thereafter issued shall be countersigned by one of such transfer agents and/or
registrars of transfers, and shall not be valid unless so countersigned.

                                  ARTICLE VII

                              DIVIDENDS AND FINANCE

         Section 1. Dividends. Unless otherwise specified in the Certificate or
Incorporation, the Board of Directors shall have the power to declare and pay
dividends or to make other distributions.

         Section 2. Fiscal Year. The fiscal year of the Corporation shall end on
the last day of December in each year and shall begin on the next succeeding
day, or shall be for such other period as the Board of Directors may designate.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

         Section 1. Books and Records. Subject to the New York Business
Corporation Law, the Corporation may keep its books and accounts outside the
State of New York.

         Section 2. Amendments of By-Laws. The By-Laws may be adopted, amended
or repealed by a majority of the shareholders entitled to vote in the election
of any directors. By-Laws may also be adopted, amended or repealed by a majority
of the Board of Directors. Any By-Laws adopted by the Board of Directors of the
Corporation may be amended or repealed by the shareholders entitled to vote, as
specified herein.



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