12

                                     BY-LAWS

                                       OF

                         MANCHESTER EQUIPMENT CO., INC.

                            As Amended March 12, 1999

                               ARTICLE I - OFFICES
                               -------------------

              The principal office of the Corporation  shall be in the County of
Suffolk,  State of New York. The Corporation may also have offices at such other
places  within  or  without  the State of New York as the Board may from time to
time determine or the business of the Corporation may require.


                            ARTICLE II - SHAREHOLDERS
                            -------------------------

               1. PLACE OF MEETING.  Meetings of shareholders may be held at the
Corporation's office in the State of New York or elsewhere within or without the
State of New York as the Board of Directors from time to time may determine.

               2. ANNUAL  MEETING.  The annual meeting of  shareholders  for the
election of  directors  and for the  transaction  of such other  business as may
properly  come before the meeting shall be held on such date and at such time as
shall be  designated  by the Board of Directors and stated in the notice of such
meeting.

               3.  PROPOSED  BUSINESS  AT ANNUAL  MEETING.  No  business  may be
transacted at any annual  meeting of  shareholders,  other than business that is
either (a) specified in the notice of meeting (or any supplement  thereto) given
by or at the  direction  of the  Board  of  Directors  (or any  duly  authorized
committee thereof),  which shall include shareholder  proposals contained in the
Corporation's  proxy  statement  made  in  accordance  with  Rule  14a-8  of the
Securities  and Exchange Act of 1934, as amended (the  "Exchange  Act"),  or any
successor  thereto,  or (b) otherwise properly brought before the annual meeting
by or at the  direction  of the  Board  of  Directors  (or any  duly  authorized
committee thereof).

               4. SPECIAL MEETINGS.  Special Meetings of the  Shareholders,  for
any purpose or purposes, may be called at any time by resolution of the Board of
Directors or by the  President,  and shall be called by the  President or by the
Secretary  upon the  written  request of the holders of record of the issued and
outstanding  shares  entitled to cast at least thirty percent (30%) of the total
number of votes  entitled to be cast by  shareholders  at such meeting,  at such
times and at such place either within or without the State of New York as may be
stated in the call or in the waiver of notice  thereof.  Business  transacted at
any special meeting shall be limited to the purposes stated in the notice.

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               5. NOTICE OF MEETING.  Notice of the time,  place, and purpose of
every meeting of shareholders, and if a special meeting, at whose direction such
meeting is being called,  shall be personally  delivered to each  shareholder of
record  entitled to vote at such meeting or  delivered by first class mail,  not
less than ten (10) days nor more than sixty (60) days before the meeting,  or by
third class mail, not less than  twenty-four  (24) days nor more than sixty (60)
days before the meeting, at the address of such shareholder as it appears on the
records of the  Corporation,  or at such other  address as shall be furnished by
shareholder in writing to the Corporation for such purpose.  Such further notice
shall be given as may be required by law or by these By-laws. Any meeting may be
held without notice if all  shareholders  entitled to vote are present in person
or by proxy or if notice is waived in writing,  either before,  at, or after the
meeting,  by those not present.  The attendance of any shareholder at a meeting,
in person or by proxy, without protesting prior to the conclusion of the meeting
lack of  notice of such  meeting,  shall  constitute  a waiver of notice by such
shareholder.

               6. ORGANIZATION OF MEETINGS.  Meetings of the shareholders  shall
be presided  over by the Chairman of the Board,  if there be one, or if there is
no Chairman or he is not present, by the President,  or if he is not present, by
a chairman to be chosen at the meeting. The Secretary of the Corporation,  or in
his absence, an Assistant  Secretary,  shall act as Secretary of the meeting, if
present.

               7.  QUORUM.  Except  as  otherwise  provided  by  law  or in  the
Certificate of Incorporation of the Corporation, at all meetings of shareholders
the holders of record of a majority of the issued and outstanding  shares of the
Corporation  entitled  to vote at such  meeting,  present in person or by proxy,
shall  constitute a quorum for the transaction of business.  In the absence of a
quorum,  a majority in interest of those present or represented  may adjourn the
meeting by resolution to a date fixed  therein,  and no further  notice  thereof
shall be required, except as may be required by the provisions of Section 605(b)
of the Business Corporation Law. At any such adjourned meeting at which a quorum
may be present,  any business may be transacted which might have been transacted
at the meeting as originally  called, but only those shareholders who would have
been entitled to vote at the meeting as  originally  called shall be entitled to
vote at such adjourned meeting.

               8. VOTING.  At each meeting of shareholders,  except as otherwise
provided by statute,  every holder of record of stock  entitled to vote shall be
entitled to cast the number of votes to which shares of such class or series are
entitled as set forth in the Certificate of  Incorporation or any Certificate of
Amendment  with respect to any preferred  stock,  in person or by proxy for each
share of such stock  standing  in his name on the  records  of the  Corporation.
Elections of directors  shall be  determined by a plurality of the votes cast at
such meeting and,  except as otherwise  provided by statute,  the Certificate of
Incorporation,  or these  By-laws,  all other  action shall be  determined  by a
majority of the votes cast at such meeting.

                    At all elections of directors, the voting shall be by ballot
or in such other  manner as may be  determined  by the  shareholders  present in
person or by proxy entitled to vote at such election.  With respect to any other
matter presented to the shareholders for their  consideration at a meeting,  any
shareholder entitled to vote may, on any question, demand a vote by ballot.
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                    A complete list of the  shareholders  as of the record date,
certified  by the  Secretary  or  Transfer  Agent of the  Corporation,  shall be
produced at any meeting of shareholders upon the request of any shareholder made
at or prior to such meeting.
                             
               9. ACTION BY CONSENT.  Any action  required  or  permitted  to be
taken at any meeting of shareholders  may be taken without a meeting,  if, prior
to such action, a written consent or consents thereto setting forth such action,
is signed  by the  holders  of  record  of all of the stock of the  Corporation,
issued and outstanding and entitled to vote.

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


                        ARTICLE III - BOARD OF DIRECTORS
                        --------------------------------

               1.   GENERAL POWERS.  The property,  affairs and business of the
Corporation  shall be managed by the Board of Directors.

               2. NUMBER.  The number of directors of the  Corporation  shall be
fixed in the manner provided in the Certificate of Incorporation.

               3.  QUALIFICATIONS;   TERM  OF  OFFICE.  Directors  need  not  be
shareholders.  Directors  shall be elected to hold office  until the next annual
election of  directors  and shall hold office until their  successors  have been
elected and shall have qualified.

               4.  NOMINATION  OF  DIRECTORS.  Only persons who are nominated in
accordance  with the  following  procedures  shall be eligible  for  election as
directors  of the  Corporation,  except  as may  otherwise  be  provided  in any
Certificate of Amendment of the Corporation with respect to the right of holders
of certain  specified  classes of preferred stock of the Corporation to nominate
and elect a specified number of directors in certain circumstances.  Nominations
of persons  for  election  to the Board of  Directors  may be made at any annual
meeting of  shareholders,  or at any special meeting of shareholders  called for
that purpose,  (a) by or at the  direction of the Board (or any duly  authorized
committee  thereof)  or (b)  by any  shareholder  of  the  Corporation  who is a
shareholder  of record on the  record  date for  determination  of  shareholders
entitled to vote at such meeting.

               5.  CHAIRMAN  OF THE BOARD.  The Board of  Directors  may elect a
Chairman of the Board from among its members to serve at its pleasure, who shall
preside at all meetings of the Board of Directors  and  shareholders  shall have
such other  duties as from time to time may be  assigned  to him by the Board of
Directors.

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<PAGE>



               6. VACANCIES.  Any vacancy on the Board of Directors that results
from an increase in the number of directors  and any other  vacancy on the Board
may be filled by vote of the shareholders or by the Board provided that a quorum
is then in office and present, or by a majority of the Directors then in office,
if less than a quorum is then in  office,  or by a sole  remaining  director.  A
director elected to fill a newly created  directorship or other vacancy,  unless
elected  by the  shareholders,  shall  hold  office  until the next  meeting  of
shareholders  at which the  election of  directors  is in the regular  course of
business,  and until his  successor  has been  elected  and  qualified.  Where a
vacancy is created as a result of the  resignation  of a director from the Board
of  Directors,  which  resignation  is not effective  until a future date,  such
director shall not have the power to vote to fill such vacancy.

               7.  PLACE OF  MEETING.  The  Board of  Directors  shall  hold its
meetings  at such  places  within  or  without  the  State of New York as it may
decide.

               8. REGULAR  MEETINGS;  NOTICE.  Regular  meetings of the Board of
Directors shall be held at such time and place as may be fixed from time to time
by the Board of Directors.  Notice need not be given of regular  meetings of the
Board.

               9. SPECIAL  MEETINGS.  Special meetings of the Board of Directors
may  be  held  at  any  time upon the call of two directors, the Chairman of the
Board, if one be elected, or the President,  by oral, facsimile,  telegraphic or
written notice,  duly served on or sent or mailed to each director not less than
two (2) days before such  meeting.  A meeting of the Board may be held,  without
notice,  immediately  after the annual meeting of shareholders at the same place
at which such  meeting  was held.  Notice of a meeting  need not be given to any
director who submits a signed waiver of notice whether before,  at, or after the
meeting or who attends the meeting,  without  protesting prior thereto or at its
commencement, the lack of notice.

              10. QUORUM;  ADJOURNMENTS.  Except as otherwise provided by law or
in the  Certificate  of  Incorporation  of the  Corporation,  a majority  of the
members of the Board of Directors  then  holding  office shall be present at any
meeting of directors to constitute a quorum for the  transaction of any business
or any  specified  item of business and the vote of a majority of the members of
the Board of Directors present at a meeting,  at which a quorum is present shall
be necessary for the  transaction  of any business or specified item of business
at any  meeting  of  directors.  In the  absence  of a  quorum  of the  Board of
Directors,  a majority of the members  present may adjourn the meeting from time
to time  until a quorum be had.  Notice of the time and place of such  adjourned
meeting shall be given to all the directors.

              11.  REMOVAL.  The directors of the Corporation may be removed for
cause by action of the Board of Directors or by vote of the  shareholders at the
Annual Meeting of Shareholders or at any special meeting of Shareholders  called
by the Board of Directors  or by the  Chairman of the Board or by the  President
for this purpose. No director may be removed without cause.

              12. COMPENSATION.  The Board of Directors may determine, from time
to time,  the amount of  compensation  which shall be paid to its  members.  The
Board of  Directors  shall also have the power,  in its  discretion,  to allow a
fixed sum and expenses for attendance at each regular or special  meeting of the
Board,  or any  committee of the Board;  the Board of Directors  shall also have
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<PAGE>

power, in its discretion, to provide for any pay to directors rendering services
to the  Corporation,  not  ordinarily  rendered by directors,  as such,  special
compensation  appropriate  to the value of such  services,  as determined by the
Board from time to time. Nothing herein contained shall be construed to preclude
any director from serving the  Corporation  in any other capacity as an officer,
agent or otherwise, and receiving compensation therefor.


              13.  ACTION BY CONSENT.  Any action  required or  permitted  to be
taken by the Board of Directors or any committee  thereof may be taken without a
meeting if all members of the Board of Directors or committee consent in writing
to the due adoption of a resolution  authorizing the action. The resolutions and
the  written  consents  thereto  by the  members  of the Board of  Directors  or
committee  thereof  shall be filed with the  minutes of the  proceedings  of the
Board of Directors or such committee.

     14. ACTION BY TELEPHONE COMMUNICATION. Any one or more members of the Board
of Directors or any committee  thereof may participate in a meeting of the Board
of  Directors or such  committee  by means of a conference  telephone or similar
communications  equipment,  allowing all persons participating in the meeting to
hear  each  other  at the same  time,  and  participation  by such  means  shall
constitute presence in person at such meeting.

                      ARTICLE IV - INTERESTED TRANSACTIONS
                      ------------------------------------

               1.   CONTRACTS  OR   TRANSACTIONS.   (a)  No  contract  or  other
transaction between the Corporation and one or more of its directors, or between
the Corporation and any other corporation,  firm, association or other entity in
which  one or  more  of its  directors  are  directors  or  officers,  or have a
substantial financial interest, shall be either void or voidable for this reason
alone or by reason that such director or directors are present at the meeting of
the  Board,  or  of  a  committee  thereof,  which  approves  such  contract  or
transaction,  or that the votes of such  director or  directors  are counted for
such purposes:

                           (i) If  the  material  facts  as to  such  director's
                           interest in such  contract or  transaction  and as to
                           any common  directorship,  officership  or  financial
                           interest are  disclosed in good faith or known to the
                           Board  or  committee,  and  the  Board  or  committee
                           approves  such  contract  or  transaction  by a  vote
                           sufficient for such purpose without counting the vote
                           or votes of such interested director or directors or,
                           if the  votes  of  the  disinterested  directors  are
                           insufficient  to constitute  an act of the Board,  by
                           unanimous vote of disinterested directors; or

                           (ii) If the  material  facts  as to  such  director's
                           interest in such  contract or  transaction  and as to
                           any common  directorship,  officership  or  financial
                           interest are  disclosed in good faith or known to the
                           shareholders  entitled  to  vote  thereto,  and  such
                           contract  or  transaction  is approved by vote of the
                           shareholders.
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<PAGE>

                    (b) If such good faith  disclosure of the material  facts as
to the director's  interest in the contract or transaction  and as to any common
directorship,  officership  or  financial  interest is made to the  directors or
shareholders,  or known to the Board or  committee or  shareholders  entitled to
vote thereon,  the contract or transaction may not be avoided by the Corporation
for the  reason set forth in Section  1(a) of this  Article  IV. If there was no
such  disclosure or  knowledge,  or if the vote of such  interested  director or
directors was necessary for approval of a contract or  transaction  at a meeting
of the Board or committee at which it was approved,  the  Corporation  may avoid
the  contract  or  transaction   unless  the  parties  thereto  shall  establish
affirmatively that the contract or transaction was fair and reasonable as to the
Corporation  at the  time it was  approved  by the  Board  or  committee  or the
shareholders.

                             ARTICLE V - COMMITTEES
                             ----------------------

               1.  HOW  CONSTITUTED  AND  THE  POWERS  THEREOF.   The  Board  of
Directors,  by the  vote  of the  entire  Board,  may  designate  three  or more
directors to constitute  one or more  executive or other  committees,  who shall
serve during the pleasure of the Board of Directors.  The Board of Directors 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.
Except as otherwise  provided by law, by the Certificate of Incorporation of the
Corporation,  by these  By-laws,  or by resolution  adopted by a majority of the
same Board of Directors,  and excepting the powers enumerated in Section 712 (1)
- (5) of the Business  Corporation  Law, the  committees  shall  possess and may
exercise  such powers as shall be  conferred  or  authorized  by the  resolution
appointing them.

               2. QUORUM AND MANNER OF ACTING.  A majority of the members of any
such committee shall  constitute a quorum for the transaction of any business or
any specified item of business, and the vote of a majority of the members of the
committee  present at a meeting at which a quorum is present  shall be necessary
for the  transaction  of any business or any  specified  item of business at any
meeting of such committee.

               3. MEETINGS.  A majority of any such committee shall fix the time
and  place of its  meetings,  unless  the  Board of  Directors  shall  otherwise
provide.  Each committee  shall keep regular  minutes of its meetings and report
the same to the Board of  Directors  when  requested.  Notice of each  committee
meeting  shall be sent to each  committee  member  by mail at least two (2) days
before the  meeting is to be held,  or, if given by the  Chairman,  may be given
personally  or by  telegraph or telephone at least one (1) day before the day on
which the  meeting is to be held.  Notice of a meeting  need not be given to any
committee  member who submits a signed waiver of notice whether  before,  at, or
after the meeting or who attends the meeting,  without  protesting prior thereto
or at its commencement, the lack of notice.

                4.  REMOVAL.  The Board  shall have the power,  at any time,  to
change the  membership  of any  committee,  to fill  vacancies in it, or to
dissolve it.
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<PAGE>
                              ARTICLE VI - OFFICERS
                              ---------------------

               1. OFFICERS;  NUMBERS.  The officers of the Corporation  shall be
the  President,  one or more  Vice  Presidents  (if the  Board of  Directors  so
determines),  a  Treasurer  (if the  Board of  Directors  so  determines)  and a
Secretary.  The Board of  Directors  may from time to time  appoint  one or more
Assistant  Secretaries  and Assistant  Treasurers,  and such other  officers and
agents as it shall deem necessary,  and may define their powers and duties.  The
same  person may hold any two or more  offices  except  those of  President  and
Secretary.

               2. SALARIES.  The Board of Directors  shall from time to time fix
the salary of the  President,  as well as the salaries of other  officers of the
Corporation.


               3. ELECTION,  TERM OF OFFICE AND QUALIFICATIONS.  All officers of
the  Corporation  shall be  elected  or  appointed  annually  (unless  otherwise
specified at the time of  election)  by the Board of Directors  and each officer
shall hold office until the meeting of the Board of Directors following the next
annual  meeting of  shareholders  and until his  successor  shall have been duly
chosen and shall  have  qualified,  or until he shall  resign or shall have been
removed in the manner hereinafter provided.

               4.  VACANCIES.  If any  vacancy  shall occur in any office of the
Corporation,  such vacancy shall be filled by the Board of  Directors,  and such
successor  officer shall hold office for the unexpired  term in respect of which
such vacancy occurred.

               5.   REMOVAL.  Any  officer of the  Corporation  may be  removed,
with or without cause,  by the Board of Directors.

               6.  PRESIDENT.  The President shall be the chief executive of the
Corporation  and,  subject to the control of the Board of Directors,  shall have
general  direction  of its  business,  affairs and property and over its several
officers.  He shall be entitled to preside at all  meetings of the  shareholders
and  directors  in the  absence of the  Chairman  of the Board or if there is no
Chairman of the Board.  He shall appoint and  discharge  employees and agents of
the Corporation  (other than officers elected by the Board of Directors) and fix
their  compensation;  and shall see that all orders and resolutions of the Board
of  Directors  are carried into effect.  The  President  shall have the power to
execute,  in the name and on behalf of the  Corporation,  all authorized  deeds,
bonds,  mortgages and other  contracts,  agreements and  instruments,  except in
cases in which the  signing  and  execution  thereof  shall have been  expressly
delegated to some other officer or agent of the Corporation;  and in general, he
shall perform all duties incident to the office of a president of a corporation,
and such other  duties as from time to time may be  assigned to him by the Board
of Directors.

               7. VICE PRESIDENTS.  The Vice President or Vice Presidents of the
Corporation,  under the direction of the  President,  shall have such powers and
perform such duties as the Board of Directors or President may from time to time
prescribe,  and shall  perform such other duties as may be  prescribed  in these
By-laws.  In each case of the absence or inability of the  President to act, the
Vice Presidents, in the order of seniority,  shall have the powers and discharge
the duties of the President.
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<PAGE>
               8.  TREASURER.   The  Treasurer,   under  the  direction  of  the
President,   shall  have  charge  of  the  funds,   securities,   receipts   and
disbursements of the Corporation. He shall deposit all moneys and other valuable
effects in the name and to the credit of the  Corporation in such banks or trust
companies or with such other  depositories  as the Board of  Directors  may from
time to time  designate.  He shall  supervise and have charge of keeping correct
books of account of all the Corporation's business and transactions. If required
by the  Board of  Directors,  he shall  give a bond in such sum as the  Board of
Directors may designate, conditioned upon the faithful performance of the duties
of his office and the restoration to the  Corporation,  at the expiration of his
term of office,  or upon his death,  resignation or removal from office,  of all
books,  papers,  vouchers,  money  or other  property  of  whatever  kind in his
possession belonging to the Corporation.  He shall render to the President,  the
Board of  Directors  and any  committee  or  committees,  if any, at its regular
meetings,  or when the Board of Directors so requires,  an account of all of the
Treasurer's transactions and of the financial condition of the Corporation.  The
Treasurer  shall also have such other  powers and perform  such other  duties as
pertain to his office,  or as the Board of Directors or the  President  may from
time to time prescribe.

               9.  ASSISTANT  TREASURER.  In the  absence or  disability  of the
Treasurer,  the Assistant  Treasurers,  in the order  designated by the Board of
Directors, shall perform the duties of the Treasurer, and, when so acting, shall
have all the powers of, and be subject to all restrictions  upon, the Treasurer.
They shall also  perform  such other duties as from time to time may be assigned
to them by the Board of Directors or the President.

              10.  SECRETARY.  The  Secretary  shall  attend all meetings of the
shareholders of the  Corporation  and of its Board of Directors,  shall keep the
minutes of all such  meetings  in a book or books kept by him for that  purpose,
and shall give, or cause to be given, notice of all meetings of the shareholders
and of the Board of  Directors.  He shall keep in safe  custody  the seal of the
Corporation, and, when authorized by the Board of Directors, he shall affix such
seal to any  instrument  requiring it. When the seal is so affixed,  it shall be
attested  by the  signature  of the  Secretary  or  Assistant  Secretary  or the
Treasurer  or an  Assistant  Treasurer  who  may  affix  the  seal  to any  such
instrument in the event of the absence or disability  of the  Secretary.  In the
absence of a Transfer Agent or a Registrar,  the Secretary  shall have charge of
the stock  certificate  books, and the Secretary shall have charge of such other
books and papers as the Board of Directors  may direct.  He shall also have such
other powers and perform  such other duties as pertain to his office,  or as the
Board of Directors or the President may from time to time prescribe.

     11. ASSISTANT  SECRETARIES.  In the absence or disability of the Secretary,
the Assistant  Secretaries,  in the order  designated by the Board of Directors,
shall perform the duties of the Secretary,  and, when so acting,  shall have all
the powers of, and be subject to all the restrictions upon, the Secretary.  They
shall also  perform  such other  duties as from time to time may be  assigned to
them by the Board of Directors or the President.

     12.  DUTIES  OF  OFFICERS  MAY BE  DELEGATED.  In  case of the  absence  or
disability of any officer of the  Corporation,  or for any other reason that the
Board may deem  sufficient,  the Board may  delegate,  for the time  being,  the
powers or duties,  or any of them, of such officer to any other officers,  or to
any other director.
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<PAGE>
                       ARTICLE VII - DRAFTS, CHECKS, ETC.
                       ----------------------------------

             All checks,  drafts or other orders for the payment of money out of
the funds of the  Corporation  and all notes or other  evidences of indebtedness
issued  in the  name of the  Corporation  shall be  signed  by such  officer  or
officers,  agent or agents,  or person or persons to whom the Board of Directors
shall have delegated the power, but under such conditions and restrictions as in
said  resolutions  may be imposed.  The signature of any officer upon any of the
foregoing  instruments  may be a facsimile  whenever  authorized by the Board of
Directors.

                    ARTICLE VIII - SHARES AND THEIR TRANSFER
                    ----------------------------------------

               1. ISSUES OF CERTIFICATES OF STOCK.  The Board of Directors shall
provide  for  the  issue  and  transfer  of the  certificates  of  stock  of the
Corporation and prescribe the form of such  certificates.  Every owner of shares
of the Corporation  shall be entitled to a certificate of stock,  which shall be
under the seal of the  Corporation  (which seal may be a facsimile,  engraved or
printed),  specifying  the number of shares owned by him, and which  certificate
shall be signed by the President or a Vice President,  or by the Chairman of the
Board of  Directors,  and by the  Secretary  or an  Assistant  Secretary  or the
Treasurer  or  an  Assistant  Treasurer  of  the  Corporation.  Where  any  such
certificate is  countersigned  by a transfer agent other than the Corporation or
its employee,  or registered by a registrar  other than the  Corporation  or its
employee,  or where the  shares  are listed on a  registered  national  security
exchange,  the signature of any officer or officers upon the certificates may be
facsimiles.  In case any officer or  officers  who shall have  signed,  or whose
facsimile   signatures  shall  have  been  used  on,  any  such  certificate  or
certificates  shall cease to be such  officer or  officers  of the  Corporation,
whether because of death,  resignation or otherwise,  before such certificate or
certificates  shall have been delivered by the Corporation,  such certificate or
certificates  may  nevertheless  be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or signatures  shall have been used thereon had not ceased to be such officer or
officers of the Corporation.

               2. TRANSFER AGENTS AND  REGISTRARS.  The Board of Directors shall
have  power to appoint a  Transfer  Agent  and/or  Registrar  of its  stock;  to
prescribe their respective duties; and to require the  countersignature  of such
Transfer  Agent  and/or  Registrar  upon stock  certificates.  The duties of the
Transfer Agent and Registrar may be combined.

               3. TRANSFER OF SHARES. Subject to any restrictions on transfer of
shares of stock of the Corporation of any class, series or designation contained
in the  Certificate  of  Incorporation,  the shares of stock of the  Corporation
shall be  transferred  only  upon the  books of the  Corporation  by the  holder
thereof in person or by such person's attorney,  upon surrender for cancellation
of certificates  for the same number of shares,  with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed, with such proof of
the  authenticity  of  the  signature  as the  Corporation  or  its  agents  may
reasonably require.
                                       9
<PAGE>

               4. ADDRESSES OF SHAREHOLDERS. Every shareholder shall furnish the
Transfer Agent, or in the absence of a Transfer Agent, the Registrar,  or in the
absence of a Transfer Agent and a Registrar,  the Secretary,  with an address at
or to which  notices  of  meetings  and all other  notices  may be served him or
mailed to him,  and in default  thereof,  notices may be addressed to him at the
office of the Corporation.

               5.  RECORD  DATE.  The  Board  of  Directors  may set a date  not
exceeding  sixty  (60) days and not less than ten (10) days prior to the date of
any  meetings of  shareholders  nor more than sixty (60) days prior to any other
action as the time as of which shareholders entitled to notice of and to vote at
such meeting or whose consent or dissent is required or may be expressed for any
purpose, as the case may be, shall be determined,  and all persons who were then
holders of record of such shares and no others shall be entitled to notice of or
to vote at such meeting or to express their consent or dissent,  as the case may
be.

                    The Board of  Directors  shall also have power to fix a date
not  exceeding  sixty (60) days  preceding the date fixed for the payment of any
dividend or the making of any  distribution or for the allotment of any evidence
of right or  interest,  or the date when any change,  conversion  or exchange of
capital stock shall go into effect,  or for any other purpose,  as a record time
for the determination of the shareholders entitled to receive any such dividend,
distribution,  right or  interest,  or to exercise  the rights in respect of any
such change,  conversion or exchange of capital stock,  or to participate in any
such other action,  and in such case only  shareholders of record at the time so
fixed  shall be  entitled  to  receive  such  dividend,  distribution,  right or
interest, or to exercise such rights, or to participate in such other action.

               6. LOST AND  DESTROYED  CERTIFICATES.  The Board of Directors may
direct a new  certificate or  certificates of stock to be issued in the place of
any certificate or certificates theretofore issued and alleged to have been lost
or destroyed;  but the Board of Directors when  authorizing  such issue of a new
certificate  or  certificates,  may in its  discretion  require the owner of the
shares  represented  by the  certificate  so  lost  or  destroyed  or his  legal
representative to furnish proof by affidavit or otherwise to the satisfaction of
the Board of  Directors  of the  ownership  of the  shares  represented  by such
certificate  alleged to have been lost or destroyed  and the facts which tend to
prove its loss or  destruction.  The Board of  Directors  may also  require such
person to  execute  and  deliver  to the  Corporation  a bond,  with or  without
sureties,  in such sum as the Board of Directors  may direct,  indemnifying  the
Corporation,  its Transfer Agents and Registrars, if any, against any claim that
may be made  against  them,  or any of  them,  by  reason  of the  issue of such
certificate.  The Board of Directors,  however,  may in its discretion refuse to
issue any such new certificate, except pursuant to court order.
                                       10
<PAGE>

                                ARTICLE IX - SEAL
                                -----------------
             The corporate seal of the Corporation shall be circular in form and
shall  contain the name of the  Corporation,  the year of its  creation  and the
words  "Corporate Seal New York",  or words of similar import.  Said seal may be
used by causing it or a facsimile  thereof to be  impressed or affixed or in any
manner  reproduced,  and  said  seal  may be  altered  from  time to time at the
discretion of the Board of Directors.

                            ARTICLE X - MISCELLANEOUS
                            -------------------------

              1.  EXAMINATION OF BOOKS AND RECORDS.  There shall be kept at such
office of the Corporation as the Board of Directors shall  determine,  within or
without the State of New York,  correct  books and records of account of all its
business and transactions, minutes of the proceedings of its shareholders, Board
of  Directors  and  committees,  and the stock  book,  containing  the names and
addresses of the  shareholders,  the number of shares held by them and the class
or series thereof, respectively, and the dates when they respectively became the
owners  of  record  thereof,  and in  which  the  transfer  of  stock  shall  be
registered,  and such other books and records as the Board of Directors may from
time to time  determine.  The Board of Directors may determine from time to time
whether,  and to what  extent,  and at what  times and  places  and  under  what
conditions and regulations, the accounts and books of the Corporation, or any of
them,  shall be open to the inspection of the  shareholders,  and no shareholder
shall  have  any  right  to  inspect  any  account  or book or  document  of the
Corporation,  except as  provided  by the  statutes  of the State of New York or
authorized by the Board of Directors.

              2. VOTING OF STOCK IN OTHER CORPORATIONS.  Any shares in any other
corporations,  which  may from time to time be held by the  Corporation,  may be
represented  and voted on at any of the  shareholders'  meetings  thereof by the
President  or one of the  Vice  Presidents  of the  Corporation,  or by proxy or
proxies  appointed  by  the  President  or one of  the  Vice  Presidents  of the
Corporation.  The Board of Directors,  however, may, by resolution,  appoint any
other person or persons to vote such shares,  in which case such other person or
persons shall be entitled to vote such shares upon the production of a certified
copy of such resolution.

              3. FISCAL YEAR.  The fiscal year of the  Corporation  shall end on
July 31st in each year  unless  otherwise  fixed by  resolution  of the Board of
Directors.

                             ARTICLE XI - AMENDMENTS
                             -----------------------

              1. BY SHAREHOLDERS. The vote of the holders of at least a majority
of the shares that are issued and  outstanding  and  entitled to vote,  shall be
necessary  at any meeting of  shareholders  to amend or repeal the By-laws or to
adopt new By-laws.

              2. BY  DIRECTORS.  The Board of Directors  shall have the power to
alter,  amend or repeal any of these  By-laws by the vote of at least a majority
of the entire Board at any meeting of the Board of Directors,  provided that any
By-law adopted by the Board may be amended or repealed by the shareholders.

              3. NOTICE.  Any  proposal to amend or repeal  these  By-laws or to
adopt new  By-laws  shall be stated in the notice of the meeting of the Board of
Directors or shareholders,  or in the waiver of notice thereof,  as the case may
be,  unless  all of the  directors  or the  holders  of all of the shares of the
Corporation,  issued and  outstanding  and entitled to vote, are present at such
meeting.
                                       11