AMERICAN STANDARD COMPANIES INC.










                                 AMENDED BY-LAWS

                         As Adopted on January 4, 1995,
                         as Amended on December 5, 1996,
              as Amended on March 24, 1997 (effective May 1, 1997),
                         and as Amended on March 5, 1998



<PAGE>


                        AMERICAN STANDARD COMPANIES INC.

                                 AMENDED BY-LAWS

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                           
                                                                           

                                    ARTICLE I
                                  STOCKHOLDERS
<S>                                                                      <C>
                                                                           PAGE
                                                                           ----

Section 1.1.   Annual Meetings..............................................  1
Section 1.2.   Special Meetings.............................................  1
Section 1.3.   Notice of Meetings; Waiver...................................  1
Section 1.4.   Quorum.......................................................  2
Section 1.5.   Voting.......................................................  2
Section 1.6.   Voting by Ballot.............................................  3
Section 1.7.   Adjournment..................................................  3
Section 1.8.   Proxies......................................................  3
Section 1.9.   Organization; Procedure......................................  4
Section 1.10.  Stockholder Proposals and Nominations
                    of Directors. . . ................... . . . . . . . . . . 4
Section 1.11.  Inspectors of Elections . . ...................... . . . . .   5
Section 1.12.  Opening and Closing of Polls. .................... . . . . .   6
Section 1.13.  Consent of Stockholders in
                    Lieu of Meeting.........................................  6


                                   ARTICLE II

                              BOARD OF DIRECTORS............................. 7

Section 2.1.   General Powers. . . . . . .. . . . . . . . . . . . . . . . .   7
Section 2.2.   Number and Term of Office....................................  7
Section 2.3.   Election of Directors........................................  7
Section 2.4.   Annual and Regular Meetings..................................  8
Section 2.5.   Special Meetings; Notice.....................................  8
Section 2.6.   Quorum; Voting................................................ 9
Section 2.7.   Adjournment................................................... 9
Section 2.8.   Action Without a Meeting...................................... 9
Section 2.9.   Organization.................................................. 9
Section 2.10.  Regulations; Manner of Acting................................  9
Section 2.11.  Action by Telephonic Communications..........................  9
Section 2.12.  Resignations................................................. 10
Section 2.13.  Removal of Directors......................................... 10
Section 2.14.  Vacancies and Newly Created
                             Directorships.................................. 10
Section 2.15.  Compensation................................................. 10
Section 2.16.  Reliance on Accounts and Reports, etc........................ 11
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                   ARTICLE III
<S>                                                                        <C>
                      EXECUTIVE COMMITTEE AND OTHER COMMITTEES.............. 11

Section 3.1.   How Constituted.............................................. 11
Section 3.2.   Powers....................................................... 11
Section 3.3.   Proceedings.................................................. 12
Section 3.4.   Quorum and Manner of Acting.................................. 12
Section 3.5.   Action by Telephonic Communications.......................... 13
Section 3.6.   Absent or Disqualified Members............................... 13
Section 3.7.   Resignations................................................. 13
Section 3.8.   Removal...................................................... 13
Section 3.9.   Vacancies.................................................... 13


                                   ARTICLE IV

                                OFFICERS.................................... 14

Section 4.1.   Number....................................................... 14
Section 4.2.   Election..................................................... 14
Section 4.3.   Salaries..................................................... 14
Section 4.4.   Removal and Resignation; Vacancies........................... 14
Section 4.5.   Authority and Duties of Officers............................. 14
Section 4.6.   The President................................................ 15
Section 4.7.   Vice Presidents.............................................. 15
Section 4.8.   The Secretary................................................ 15
Section 4.9.   The Treasurer................................................ 16
Section 4.10.  Additional Officers.......................................... 17
Section 4.11.  Security..................................................... 18


                                    ARTICLE V

                               CAPITAL STOCK................................ 18

Section 5.1.   Certificates of Stock, Uncertificated
                             Shares......................................... 18
Section 5.2.   Signatures; Facsimile........................................ 18
Section 5.3.   Lost, Stolen or Destroyed Certificates....................... 19
Section 5.4.   Transfer of Stock............................................ 19
Section 5.5.   Record Date . . . . . . . . . . . . . . ....................  19
Section 5.6.   Registered Stockholders...................................... 20
Section 5.7.   Transfer Agent and Registrar................................. 21


                                   ARTICLE VI

                               INDEMNIFICATION.............................. 21

Section 6.1.   Nature of Indemnity.......................................... 21
Section 6.2.   Successful Defense........................................... 22

Section 6.3.   Determination That Indemnification
                             is Proper...................................... 22
Section 6.4.   Advance Payment of Expenses.................................. 23
Section 6.5.   Procedure for Indemnification of
                             Directors and Officers......................... 23
Section 6.6.   Survival; Preservation of Other Rights....................... 24
Section 6.7.   Insurance.................................................... 24
Section 6.8.   Severability................................................. 24
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                   ARTICLE VII
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                               OFFICES...................................... 25

Section 7.1.   Registered Office............................................ 25
Section 7.2.   Other Offices................................................ 25


                                  ARTICLE VIII

                               GENERAL PROVISIONS........................... 25

Section 8.1.   Dividends.................................................... 25
Section 8.2.   Reserves..................................................... 26
Section 8.3.   Execution of Instruments..................................... 26
Section 8.4.   Corporate Indebtedness....................................... 26
Section 8.5.   Deposits..................................................... 27
Section 8.6.   Checks....................................................... 27
Section 8.7.   Sale, Transfer, etc. of Securities........................... 27
Section 8.8.   Voting as Stockholder........................................ 27
Section 8.9.   Fiscal Year.................................................. 27
Section 8.10.  Seal......................................................... 27
Section 8.11.  Books and Records; Inspection................................ 28


                                   ARTICLE IX

                              AMENDMENT OF AMENDED BY-LAWS.................. 28

Section 9.1.   Amendment.................................................... 28

                                    ARTICLE X

                              CONSTRUCTION.................................. 28

Section 10.1.  Construction................................................. 28
</TABLE>


<PAGE>

                        AMERICAN STANDARD COMPANIES INC.

                                 AMENDED BY-LAWS
                         As adopted on January 4, 1995,
                         as amended on December 5, 1996,
              as amended on March 24, 1997 (effective May 1, 1997),
                         and as amended on March 5, 1998

                                    ARTICLE I

                                  STOCKHOLDERS

     Section 1.1. Annual Meetings. The annual meeting of the
stockholders  of the  Corporation  for the  election  of  Directors  and for the
transaction  of such other  business  as properly  may come before such  meeting
shall be held at such place, either within or without the State of Delaware, and
at 10:00 a.m.  (local  time) on the first  Thursday in May (or, if such day is a
legal holiday,  then on the next succeeding business day), or at such other date
and  hour,  as may be fixed  from  time to time by  resolution  of the  Board of
Directors  and set forth in the  notice  or  waiver  of  notice of the  meeting.
[Sections 211(a), (b).]<F1>

     Section 1.2. Special Meetings.  Special meetings of the stockholders may be
called at any time by the (i) Chief  Executive  Officer  or (ii) by the Board of
Directors  pursuant to a resolution adopted by a majority of the total number of
authorized Directors. Special meetings of the stockholders shall be held at such
places,  within or without the State of  Delaware,  as shall be specified in the
respective notices or waivers of notice thereof. [Section 211(d).]

     Section 1.3. Notice of Meetings; Waiver. The Secretary, Acting Secretary or
any Assistant  Secretary shall cause written notice of the place,  date and hour
of each meeting of the stockholders,  and, in the case of a special meeting, the
purpose or purposes for which such meeting is called,  to be given personally or
by mail,  not less than ten nor more than sixty days  prior to the  meeting,  to
each  stockholder of record entitled to vote at such meeting.  If such notice is
mailed, it shall be deemed to have been given to a stockholder when deposited in
the United States mail,  postage  prepaid,  directed to the  stockholder  at his
address as it appears on the record of stockholders of the  Corporation,  or, if
he shall have filed with the  Secretary or Acting or Assistant  Secretary of the
Corporation  a written  request  that  notices  to him be  mailed to some  other
address,  then directed to him at such other address.  Such further notice shall
be given as may be required by law.
<PAGE>

     No notice of any meeting of  stockholders  need be given to any stockholder
who  submits a signed  waiver of notice,  whether  before or after the  meeting.
Neither  the  business to be  transacted  at, nor the purpose of, any regular or
special  meeting of the  stockholders  need be specified in a written  waiver of
notice.  The attendance of any  stockholder at a meeting of  stockholders  shall
constitute  a waiver of  notice of such  meeting,  except  when the  stockholder
attends a meeting for the express purpose of objecting,  at the beginning of the
meeting,  to the  transaction  of any business on the ground that the meeting is
not lawfully called or convened. [Sections 222, 229.]

     Section 1.4. Quorum. Except as otherwise required by law or by the Restated
Certificate of Incorporation,  the presence in person or by proxy of the holders
of  record  of a  majority  of the  shares  entitled  to  vote at a  meeting  of
stockholders  shall  constitute a quorum for the transaction of business at such
meeting. [Section 216.]

     Section 1.5. Voting.  If, pursuant to Section 5.5 of these Amended By-Laws,
a record date has been fixed,  every holder of record of shares entitled to vote
at a  meeting  of  stockholders  shall be  entitled  to one vote for each  share
outstanding in his name on the books of the Corporation at the close of business
on such record date,  provided,  however,  that the  certificate  of designation
pertaining to any series of the Corporation's  preferred stock may provide for a
greater  number of votes per share of such  series.  If no record  date has been
fixed,  then every  holder of record of shares  entitled to vote at a meeting of
stockholders  shall be entitled to one vote  (subject to the same proviso as set
forth in the immediately preceding sentence) for each share of stock standing in
his name on the books of the  Corporation  at the close of  business  on the day
next preceding the day on which notice of the meeting is given, or, if notice is
waived,  at the close of business on the day next preceding the day on which the
meeting  is  held.  Except  as  otherwise  required  by  law,  by  the  Restated
Certificate of Incorporation or by these Amended By-Laws, the vote of a majority
of the shares represented in person or by proxy at any meeting at which a quorum
is present  shall be  sufficient  for the  transaction  of any  business at such
meeting. [Sections 212(a), 216.]
<PAGE>

     Section 1.6. Voting by Ballot. No vote of the stockholders need be taken by
written  ballot  unless  otherwise  required by law.  Any vote which need not be
taken by ballot may be conducted in any manner approved by the meeting.

     Section 1.7. Adjournment.  If a quorum is not present at any meeting of the
stockholders,  the  stockholders  present  in person or by proxy  shall have the
power to adjourn any such  meeting  from time to time until a quorum is present.
Notice of any adjourned  meeting of the stockholders of the Corporation need not
be given if the place,  date and hour  thereof are  announced  at the meeting at
which the adjournment is taken,  provided,  however,  that if the adjournment is
for more than thirty days, or if after the adjournment a new record date for the
adjourned  meeting is fixed pursuant to Section 5.5 of these Amended By-Laws,  a
notice of the adjourned  meeting,  conforming to the requirements of Section 1.3
hereof,  shall be given to each  stockholder of record  entitled to vote at such
meeting. At any adjourned meeting at which a quorum is present, any business may
be  transacted  that  might have been  transacted  on the  original  date of the
meeting. [Section 222(c).]

     Section 1.8.  Proxies.  Any stockholder  entitled to vote at any meeting of
the  stockholders  or to express  consent to or dissent  from  corporate  action
without a meeting may  authorize  another  person or persons to vote at any such
meeting and express such consent or dissent for him by proxy. A stockholder  may
authorize  a valid  proxy by  executing  a  written  instrument  signed  by such
stockholder, or by causing his or her signature to be affixed to such writing by
any reasonable means including,  but not limited to, by facsimile signature,  or
by  transmitting or authorizing  the  transmission  of a telegram,  cablegram or
other means of electronic transmission to the person designated as the holder of
the proxy, a proxy  solicitation  firm or a like authorized agent. No such proxy
shall be voted or acted upon after the  expiration  of three years from the date
of such proxy, unless such proxy provides for a longer period. Every proxy shall
be revocable at the pleasure of the  stockholder  executing  it, except in those
cases  where  applicable  law  provides  that a proxy  shall be  irrevocable.  A
stockholder  may revoke any proxy  which is not  irrevocable  by  attending  the
meeting and voting in person or by filing an instrument in writing  revoking the
<PAGE>

proxy or by filing  another duly  executed  proxy  bearing a later date with the
Secretary.  Proxies by telegram, cablegram or other electronic transmission must
either  set  forth  or be  submitted  with  information  from  which  it  can be
determined that the telegram,  cablegram or other  electronic  transmission  was
authorized by the stockholder.  Any copy,  facsimile  telecommunication or other
reliable  reproduction  of a writing or  transmission  created  pursuant to this
section  may be  substituted  or  used  in  lieu  of  the  original  writing  or
transmission  for any  and all  purposes  for  which  the  original  writing  or
transmission could be used, provided that such copy, facsimile telecommunication
or other  reproduction  shall be a complete  reproduction of the entire original
writing or transmission. [Sections 212(b), (c), (d), (e).]

     Section 1.9. Organization;  Procedure. At every meeting of stockholders the
presiding  officer  shall be the  President  or, in the event of his  absence or
disability,  any Vice  President or a presiding  officer chosen by a majority of
the  stockholders  present  in  person  or by  proxy.  The  Secretary  or Acting
Secretary,  or in  the  event  of  his  absence  or  disability,  the  Assistant
Secretary,  if any, or if there be no Assistant Secretary, in the absence of the
Secretary or Acting Secretary,  an appointee of the presiding officer, shall act
as  Secretary of the  meeting.  The order of business  and all other  matters of
procedure at every meeting of  stockholders  may be determined by such presiding
officer.
<PAGE>

     Section  1.10.   Stockholder   Proposals  and   Nominations  of  Directors.
Nominations  for  election to the Board of  Directors  of the  Corporation  at a
meeting of the stockholders may be made by the Board of Directors,  or on behalf
of the Board of Directors by a  Nominating  Committee  appointed by the Board of
Directors,  or (subject to compliance with the remainder of this section) by any
stockholder of the Corporation entitled to vote for the election of Directors at
such  meeting.  Any  nominations,  other  than those made by or on behalf of the
Board of Directors  or any such  Nominating  Committee,  and any proposal by any
stockholder  to  transact  any  corporate  business  at  an  annual  or  special
stockholders meeting, shall be made by written notice, mailed by certified mail,
to the Secretary of the  Corporation  and (i) in the case of an annual  meeting,
received  no  later  than 50 days  prior  to the  date  of the  annual  meeting;
provided,  however,  that if less than 50 days'  advance  notice of a meeting of
stockholders  is given to the  stockholders,  such  advance  notice of  proposed
business or nomination by such stockholder  shall have been made or delivered to
the Secretary or Acting Secretary of the Corporation not later than the close of
business on the seventh day following  the day on which the written  notice of a
meeting was mailed,  and (ii) in the case of a special meeting of  stockholders,
received not later than the close of business on the tenth day following the day
on which  written  notice  of the  date of the  meeting  was  mailed  or  public
disclosure  of the  date  of the  meeting  was  made,  whichever  occurs  first.
Notwithstanding the foregoing,  the inclusion of stockholder  proposals in proxy
materials  prepared by the Corporation shall be governed by Rule 14a-8 under the
Securities  Exchange  Act of 1934,  as  amended.  The form of written  notice of
Director nominations by a stockholder or stockholders shall set forth as to each
proposed  nominee who is not an incumbent  Director (i) the name, age,  business
address  and,  if known,  residence  address of each  nominee  proposed  in such
notice, (ii) the principal occupation or employment of each such nominee,  (iii)
the number of shares of stock of the Corporation which are beneficially owned by
each such nominee and the nominating stockholder, and (iv) any other information
concerning  the  nominee  that must be  disclosed  regarding  nominees  in proxy
solicitations  pursuant to Section 14(a) of the Securities Exchange Act of 1934,
as amended, and the rules under such section.
<PAGE>

     The  Chairman  of the Board,  or in his  absence  the  President,  any Vice
President  or the  Secretary  or Acting  Secretary,  may, if the facts  warrant,
determine  and declare to the meeting of  stockholders  that a  nomination  or a
proposal  made by a stockholder  was not made in  accordance  with the foregoing
procedure and that the defective nomination or proposal shall be disregarded.

     Section  1.11.  Inspectors  of  Elections.  Preceding  any  meeting  of the
stockholders, the Board of Directors shall appoint one or more persons to act as
Inspectors of Elections, and may designate one or more alternate inspectors.  In
the event no inspector or alternate is able to act, the person  presiding at the
meeting  shall  appoint  one or  more  inspectors  to act at the  meeting.  Each
inspector,  before  entering  upon the  discharge of the duties of an inspector,
shall take and sign an oath  faithfully to execute the duties of inspector  with
strict  impartiality  and  according  to the  best  of his or her  ability.  The
inspector shall:

          (a) ascertain the number of shares outstanding and the voting power of
     each;

         (b) determine the shares  represented  at a meeting and the validity of
proxies and ballots;

         (c)  count all votes and ballots;

         (d)  determine  and  retain  for a  reasonable  period a record  of the
disposition of any challenges made to any determination by the inspectors; and

         (e)  certify  his  or  her   determination  of  the  number  of  shares
represented at the meeting, and his or her count of all votes and ballots.

     The  inspector may appoint or retain other persons or entities to assist in
the performance of the duties of inspector.
<PAGE>

     When  determining  the shares  represented  and the validity of proxies and
ballots,  the inspector  shall be limited to an examination of the proxies,  any
envelopes submitted with those proxies,  any information  provided in accordance
with Section 1.8 of these  Amended  By-Laws,  ballots and the regular  books and
records  of  the   Corporation.   The  inspector  may  consider  other  reliable
information for the limited purpose of reconciling proxies and ballots submitted
by or on behalf of banks,  brokers or their  nominees or a similar  person which
represent  more  votes than the  holder of a proxy is  authorized  by the record
owner  to cast or more  votes  than the  stockholder  holds  of  record.  If the
inspector considers other reliable  information as outlined in this section, the
inspector,  at the  time  of his or her  certification  pursuant  to (e) of this
section shall specify the precise information considered,  the person or persons
from whom the information was obtained,  when this information was obtained, the
means by which the information  was obtained,  and the basis for the inspector's
belief that such information is accurate and reliable.  [Sections  231(a),  (b),
(d).]

     Section  1.12.  Opening  and  Closing  of Polls.  The date and time for the
opening  and the  closing  of the  polls for each  matter to be voted  upon at a
meeting of stockholders shall be announced at the meeting.  The inspector of the
election shall be prohibited  from  accepting any ballots,  proxies or votes nor
any  revocations  thereof or  changes  thereto  after the  closing of the polls,
unless the Court of Chancery upon  application by a stockholder  shall determine
otherwise. [Section 231(c).]

     Section  1.13.  Consent  of  Stockholders  in Lieu of  Meeting.  Any action
required or permitted to be taken by the stockholders of the Corporation must be
effected at a duly called annual or special  meeting of the  stockholders of the
Corporation, and the ability of stockholders to consent in writing to the taking
of any action is hereby specifically denied.
<PAGE>



                                   ARTICLE II

                               BOARD OF DIRECTORS

     Section 2.1. General Powers. Except as may otherwise be provided by law, by
the Restated  Certificate  of  Incorporation  or by these Amended  By-Laws,  the
business  and  affairs  of  the  Corporation   shall  be  managed  by  or  under
thedirection of the Board of Directors which may exercise all such powers of the
Corporation. [Section 141(a).]

     Section  2.2.   Number  and  Term  of  Office.   The  number  of  Directors
constituting  the entire Board of Directors  shall be nine (9), which number may
be modified from time to time by resolution of the Board of Directors, but in no
event  shall the number of  Directors  be less than  three (3) or  greater  than
twenty-one  (21). Each Director  (whenever  elected) shall hold office until his
successor  has been duly  elected and  qualified,  or until his  earlier  death,
resignation or removal.  If the number of Directors is changed,  any increase or
decrease  shall be  apportioned  among the classes so as to maintain or attain a
number of Directors in each class as nearly equal as reasonably possible, but no
decrease  in the  number of  Directors  may  shorten  the term of any  incumbent
Director.

     Section 2.3.  Election of Directors.  The members of the Board of Directors
elected by the holders of the Common  Stock of the  Corporation  were divided at
the annual meeting of stockholders  held in 1995 into three classes,  designated
Classes I, II and III, which shall be as nearly equal in number as possible.  At
the annual meeting of stockholders in 1995, Directors of Class I were elected to
hold office for a term expiring at the annual  meeting of  stockholders  held in
1996,  Directors of Class II were elected to hold office for a term  expiring at
the annual meeting of stockholders  held in 1997 and Directors of Class III were
elected to hold office for a term expiring at the annual meeting of stockholders
held in 1998. At each succeeding  annual meeting of stockholders  following such
initial  classification  and election,  the  respective  successors of Directors
whose  terms are  expiring  shall be elected  for terms  expiring  at the annual
<PAGE>

meeting of stockholders held in the third succeeding year. If the annual meeting
of stockholders for the election of Directors is not held on the date designated
therefor, the Directors shall cause the meeting to be held as soon thereafter as
convenient.  At each meeting of the  stockholders for the election of Directors,
provided a quorum is present,  the Directors  shall be elected by a plurality of
the votes validly cast in such election.  Not-withstanding  the  foregoing,  the
election,  term,  removal and filling of  vacancies  with  respect to  Directors
elected  separately  by the holders of one or more series of Preferred  Stock of
the Corporation shall not be governed by this Article II, but rather shall be as
provided for in the resolutions  adopted by the Board of Directors  creating and
establishing  such series of Preferred Stock.  [Sections  141(d),  211(b),  (c),
216.]

     Section 2.4. Annual and Regular  Meetings.  The annual meeting of the Board
of Directors  for the purpose of electing  officers and for the  transaction  of
such other  business  as may come  before the  meeting  shall be held as soon as
possible following  adjournment of the annual meeting of the stockholders at the
place of such annual meeting of the stockholders.  Notice of such annual meeting
of the Board of Directors need not be given. The Board of Directors from time to
time may by resolution  provide for the holding of regular  meetings and fix the
place  (which may be within or without the State of  Delaware)  and the date and
hour of such meetings.  Notice of regular meetings need not be given,  provided,
however, that if the Board of Directors shall fix or change the time or place of
any regular meeting,  notice of such action shall be mailed promptly, or sent by
facsimile  transmission  or telegram,  to each  Director who shall not have been
present at the meeting at which such action was taken,  addressed  to him at his
usual place of business, or shall be delivered to him personally. Notice of such
action need not be given to any Director who attends the first  regular  meeting
after such action is taken without  protesting  the lack of notice to him, prior
to or at the  commencement  of such  meeting,  or to any  Director who submits a
signed waiver of notice, whether before or after such meeting. [Section 141(g).]

     Section 2.5.  Special  Meetings;  Notice.  Special meetings of the Board of
Directors shall be held whenever called by the President or, in the event of his
absence or  disability,  by any Vice  President  or by the  Secretary  or Acting
Secretary,  at such place  (within or without the State of  Delaware),  date and
hour as may be specified in the respective  notices or waivers of notice of such
meetings.  Special meetings of the Board of Directors may be called on 24 hours'
notice,  if  notice  is  given  to each  Director  personally  or by  telephone,
telegram, facsimile or other electronic means of transmission,  or on five days'
notice,  if notice is mailed  to each  Director,  addressed  to him at his usual
place  of  business.  Notice  of any  special  meeting  need not be given to any
Director who attends such meeting without  protesting the lack of notice to him,
prior to or at the commencement of such meeting,  or to any Director who submits
a signed  waiver of  notice,  whether  before  or after  such  meeting,  and any
business may be transacted thereat. [Sections 141(g), 229.]

     Section 2.6. Quorum; Voting. At all meetings of the Board of Directors, the
presence  of a  majority  of the  total  authorized  number of  Directors  shall
constitute  a quorum  for the  transaction  of  business.  Except  as  otherwise
required by law, the Restated  Certificate  of  Incorporation  or these  Amended
By-Laws, the vote of a majority of the Directors present at any meeting at which
a quorum  is  present  shall  be the act of the  Board  of  Directors.  [Section
141(b).]

     Section 2.7. Adjournment.  A majority of the Directors present,  whether or
not a quorum is present,  may adjourn any meeting of the Board of  Directors  to
another time or place.  No notice need be given of any adjourned  meeting unless
the time and place of the  adjourned  meeting are not  announced  at the time of
adjournment,  in which case notice conforming to the requirements of Section 2.5
shall be given to each Director.
<PAGE>

     Section 2.8. Action Without a Meeting.  Any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a meeting
if all members of the Board of Directors  consent  thereto in writing,  and such
writing or writings  are filed with the minutes of  proceedings  of the Board of
Directors. [Section 141(f).]

     Section  2.9.  Organization.  Meetings of the Board of  Directors  shall be
presided  over by the Chairman of the Board or, in his absence or if such office
is vacant,  by the  President,  or in their absence by a chairman  chosen at the
meeting.  The  Secretary  or  Acting  Secretary  shall act as  secretary  of the
meeting,  but in his absence the  chairman of the meeting may appoint any person
to act as secretary of the meeting.

     Section 2.10. Regulations;  Manner of Acting. To the extent consistent with
applicable  law, the Restated  Certificate  of  Incorporation  and these Amended
By-Laws,  the Board of Directors  may adopt such rules and  regulations  for the
conduct of  meetings of the Board of  Directors  and for the  management  of the
property,  affairs and business of the Corporation as the Board of Directors may
deem  appropriate.  The Directors shall act only as a Board,  and the individual
Directors shall have no power as such.

     Section 2.11. Action by Telephonic Communications. Members of
the Board of Directors may participate in a meeting of the Board of Directors by
means of conference  telephone or similar  communications  equipment by means of
which  all  persons  participating  in the  meeting  can hear  each  other,  and
participation in a meeting pursuant to this provision shall constitute  presence
in person at such meeting. [Section 141(i).]

     Section  2.12.  Resignations.  Any  Director  may  resign  at any  time  by
delivering a written  notice of  resignation,  signed by such  Director,  to the
President  or the  Secretary or Acting  Secretary.  Unless  otherwise  specified
therein, such resignation shall take effect upon delivery. [Section 141(b).]
<PAGE>

     Section  2.13.  Removal  of  Directors.  A Director  may be removed  for or
without  cause,  upon the  affirmative  vote of the holders of a majority of the
outstanding  shares  of stock of the  Corporation  then  entitled  to vote at an
election of Directors,  cast at a special meeting of stockholders called for the
purpose or at an annual meeting. Any vacancy in the Board of Directors caused by
any such removal may be filled at any such meeting by the stockholders  entitled
to vote  for the  election  of the  Director  so  removed.  Notwithstanding  the
foregoing,  the election, term, removal and filling of vacancies with respect to
Directors  elected  separately by the holders of one or more series of Preferred
Stock of the  Corporation  shall not be governed by this  Article II, but rather
shall be as provided for, either in the Restated Certificate of Incorporation or
in the Preferred Stock Certificate of Designation creating and establishing such
series of Preferred Stock. [Section 141(k).]

     Section 2.14. Vacancies and Newly Created  Directorships.  If any vacancies
shall occur in the Board of Directors, by reason of death, resignation,  removal
(and the stockholders  shall not have filled such vacancy as provided in Section
2.13 above) or  otherwise,  or if the  authorized  number of Directors  shall be
increased,  the  Directors  then in  office  shall  continue  to act,  and  such
vacancies or newly created directorships, as the case may be, may be filled by a
majority of Directors  then in office,  although less than a quorum.  A Director
elected by the  Directors  pursuant to this  Section 2.14 to fill a vacancy or a
newly  created  directorship  shall hold  office  until his  successor  has been
elected  and  qualified  or until his  earlier  death,  resignation  or removal.
[Section 223.]

     Section 2.15.  Compensation.  The amount, if any, which each Director shall
be entitled to receive as  compensation  for his services as such shall be fixed
from time to time by resolution of the Board of Directors. [Section 141(h).]


     Section  2.16.  Reliance on Accounts  and  Reports,  etc. A Director,  or a
member of any  Committee  designated  by the Board of  Directors  shall,  in the
performance of his duties,  be fully protected in relying in good faith upon the
records of the Corporation and upon information, opinions, reports or statements
presented to the Corporation by any of the Corporation's  officers or employees,
or Committees designated by the Board of Directors, or by any other person as to
the  matters  the member  reasonably  believes  are within  such other  person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation. [Section 141(e).]
<PAGE>


                                   ARTICLE III

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

     Section 3.1. How  Constituted.  The Board of Directors  may, by  resolution
adopted by a majority  of the whole  Board,  designate  one or more  Committees,
including an Executive Committee,  each such Committee to consist of such number
of  Directors as from time to time may be fixed by the Board of  Directors.  The
Board of Directors may designate one or more  Directors as alternate  members of
any such Committee, who may replace any absent or disqualified member or members
at any meeting of such Committee. Thereafter, members (and alternate members, if
any) of each such Committee may be designated at the annual meeting of the Board
of Directors.  Any such Committee may be abolished or re-designated from time to
time by the Board of Directors.  Each member (and each alternate  member) of any
such  Committee  (whether  designated  at an  annual  meeting  of the  Board  of
Directors  or to fill a  vacancy  or  otherwise)  shall  hold  office  until his
successor  shall have been  designated or until he shall cease to be a Director,
or until his earlier death, resignation or removal. [Section 141(c).]

     Section 3.2. Powers. During the intervals between the meetings of the Board
of Directors,  the  Executive  Committee,  except as otherwise  provided in this
section,  shall have and may exercise all the powers and  authority of the Board
of  Directors in the  management  of the  property,  affairs and business of the
Corporation,  including  the power to declare  dividends  and to  authorize  the
issuance of stock.  Each such other Committee,  except as otherwise  provided in
this section,  shall have and may exercise such powers of the Board of Directors
as may be provided  by  resolution  or  resolutions  of the Board of  Directors.
Neither the  Executive  Committee  nor any such other  Committee  shall have the
power or authority:
<PAGE>

                  (a) to amend the Restated Certificate of Incorporation (except
         that a Committee  may, to the extent  authorized  in the  resolution or
         resolutions  providing  for the issuance of shares of stock  adopted by
         the Board of  Directors  as provided in Section  151(a) of the Delaware
         General   Corporation   Law,  fix  the  designations  and  any  of  the
         preferences or rights of such shares relating to dividends, redemption,
         dissolution,  any  distribution  of  assets of the  Corporation  or the
         conversion  into,  or the  exchange of such  shares for,  shares of any
         other  class or  classes  or any other  series of the same or any other
         class or  classes  of stock of the  Corporation  or fix the  number  of
         shares of any series of stock or authorize  the increase or decrease of
         the shares of any series),

                  (b)      to adopt an agreement of merger or consolidation,

                  (c) to  recommend  to the  stockholders  the  sale,  lease  or
         exchange of all or substantially all of the Corporation's  property and
         assets,

                  (d) to recommend to the  stockholders  a dissolution  of the
               Corporation or a revocation of a dissolution, or

                  (e) to amend the Amended By-Laws of the Corporation.

     The Executive  Committee  shall have,  and any such other  Committee may be
granted  by  the  Board  of  Directors,  power  to  authorize  the  seal  of the
Corporation  to be affixed to any or all papers  which may require it.  [Section
141(c).]

     Section  3.3.  Proceedings.  Each such  Committee  may fix its own rules of
procedure  and may meet at such place (within or without the State of Delaware),
at such time and upon such notice,  if any, as it shall  determine  from time to
time. Each such Committee shall keep minutes of its proceedings and shall report
such  proceedings  to the  Board of  Directors  at the  meeting  of the Board of
Directors next following any such proceedings.
<PAGE>

     Section  3.4.  Quorum  and  Manner of  Acting.  Except as may be  otherwise
provided in the  resolution  creating  such  Committee,  at all  meetings of any
Committee the presence of members (or alternate members) constituting a majority
of the total  authorized  membership of such Committee shall constitute a quorum
for the transaction of business.  The act of the majority of the members present
at any meeting at which a quorum is present shall be the act of such  Committee.
Any  action  required  or  permitted  to be  taken  at any  meeting  of any such
Committee may be taken without a meeting, if all members of such Committee shall
consent to such  action in writing and such  writing or writings  are filed with
the  minutes  of the  proceedings  of the  Committee.  The  members  of any such
Committee  shall act only as a  Committee,  and the  individual  members of such
Committee shall have no power as such. [Section 141(c), (f).]

     Section 3.5. Action by Telephonic Communications.  Members of any Committee
designated  by the Board of  Directors  may  participate  in a  meeting  of such
Committee by means of conference telephone or similar  communications  equipment
by means of which all persons  participating in the meeting can hear each other,
and  participation  in a meeting  pursuant to this  provision  shall  constitute
presence in person at such meeting. [Section 141(i).]

     Section  3.6.   Absent  or   Disqualified   Members.   In  the  absence  or
disqualification  of a member of any  Committee,  the member or members  thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or  disqualified
member. [Section 141(c).]

     Section 3.7.  Resignations.  Any member (and any  alternate  member) of any
Committee may resign at any time by delivering a written notice of  resignation,
signed by such  member,  to the  Chairman  or the  President.  Unless  otherwise
specified therein, such resignation shall take effect upon delivery.
<PAGE>

     Section  3.8.  Removal.  Any  member  (and  any  alternate  member)  of any
Committee may be removed at any time, either for or without cause, by resolution
adopted by a majority of the whole Board of Directors.

     Section 3.9.  Vacancies.  If any vacancy shall occur in any  Committee,  by
reason of  disqualification,  death,  resignation,  removal  or  otherwise,  the
remaining  members (and any alternate  members)  shall  continue to act, and any
such vacancy may be filled by the Board of Directors.


                                   ARTICLE IV

                                    OFFICERS

     Section 4.1. Number. The officers of the Corporation shall be chosen by the
Board of Directors  and shall be a  President,  one or more Vice  Presidents,  a
Secretary, a Controller, a General Auditor and a Treasurer, and it may, if it so
determines,  elect a Chairman of the Board of Directors  from among its members.
The Board of Directors  also may elect a Vice Chairman and one or more Acting or
Assistant  Secretaries,  Assistant  Controllers and Assistant Treasurers in such
numbers as the Board of Directors  may  determine.  Any number of offices may be
held by the same  person,  except  that  neither  the  Chairman  of the Board of
Directors nor the President shall also hold the office of Secretary. No officer,
other than the Chairman or Vice Chairman, need be a Director of the Corporation.
[Section 142(a), (b).]

     Section  4.2.  Election.  Unless  otherwise  determined  by  the  Board  of
Directors,  the  officers  of the  Corporation  shall be elected by the Board of
Directors at the annual meeting of the Board of Directors,  and shall be elected
to hold  office  until  the  next  succeeding  annual  meeting  of the  Board of
Directors. In the event of the failure to elect officers at such annual meeting,
officers  may be  elected  at any  regular  or  special  meeting of the Board of
Directors.  Each officer  shall hold office until his successor has been elected
and  qualified,  or until his earlier death,  resignation  or removal.  [Section
142(b).]
<PAGE>

     Section  4.3.  Salaries.  The  salaries of all  officers  and agents of the
Corporation shall be fixed by the Board of Directors.

     Section 4.4. Removal and Resignation; Vacancies. Any officer may be removed
for or without  cause at any time by the Board of  Directors.  Any  officer  may
resign at any time by delivering a written notice of resignation, signed by such
officer,  to the Board of Directors or the  President or the Secretary or Acting
Secretary.  Unless otherwise  specified  therein,  such  resignation  shall take
effect upon delivery. Any vacancy occurring in any office of the Corporation, by
death,  resignation,  removal  or  otherwise,  shall be  filled  by the Board of
Directors. [Section 142(b), (e).]

     Section  4.5.  Authority  and  Duties  of  Officers.  The  officers  of the
Corporation shall have such authority and shall exercise such powers and perform
such duties as may be specified  in these  Amended  By-Laws,  except that in any
event each officer shall  exercise such powers and perform such duties as may be
required by law. [Section 142(a).]

     Section 4.6. The President.  The President shall preside at all meetings of
the  stockholders  and  Directors  at which he is present in the  absence of the
Chairman or Vice Chairman,  shall be the chief  executive  officer and the chief
operating officer of the Corporation, shall have general control and supervision
of the policies and operations of the  Corporation and shall see that all orders
and  resolutions  of the Board of Directors  are carried  into effect.  He shall
manage and  administer  the  Corporation's  business  and affairs and shall also
perform all duties and exercise all powers usually pertaining to the office of a
chief executive officer and a chief operating officer of a corporation. He shall
have the  authority  to sign,  in the name  and on  behalf  of the  Corporation,
checks,  orders,  contracts,  leases,  notes,  drafts  and other  documents  and
instruments  in connection  with the business of the  Corporation,  and together
with the  Secretary or an Acting or  Assistant  Secretary,  conveyances  of real
estate and other  documents and instruments to which the seal of the Corporation
is affixed.  He shall have the authority to cause the  employment or appointment
of such  employees and agents of the  Corporation as the conduct of the business
of the  Corporation  may require,  to fix their  compensation,  and to remove or
suspend any employee or agent elected or appointed by the President or the Board
of Directors.  The President shall perform such other duties and have such other
powers  as the  Board  of  Directors  or the  Chairman  may  from  time  to time
prescribe.
<PAGE>

     Section 4.7. Vice Presidents. Each Vice President shall perform such duties
and  exercise  such  powers as may be  assigned  to him from time to time by the
President. In the absence of the President, the duties of the President shall be
performed  and his powers may be  exercised  by such Vice  President as shall be
designated by the President,  or failing such designation,  such duties shall be
performed  and such powers may be exercised by each Vice  President in the order
of their  earliest  election to that  office,  subject in any case to review and
superseding action by the President.

     Section 4.8. The Secretary.  The Secretary shall have the following  powers
and duties:

                  (a) He shall  keep or  cause  to be kept a  record  of all the
         proceedings  of the  meetings of the  stockholders  and of the Board of
         Directors in books provided for that purpose.

                  (b) He shall cause all notices to be duly given in  accordance
         with the provisions of these Amended By-Laws and as required by law.

                  (c) Whenever any  Committee  shall be appointed  pursuant to a
         resolution of the Board of  Directors,  he shall furnish a copy of such
         resolution to the members of such Committee.

                  (d) He shall be the  custodian  of the records and of the seal
         of the Corporation  and cause such seal (or a facsimile  thereof) to be
         affixed  to all  certificates  representing  shares of the  Corporation
         prior to the issuance  thereof and to all  instruments the execution of
         which on behalf of the Corporation  under its seal shall have been duly
         authorized  in  accordance  with  these  Amended  By-Laws,  and when so
         affixed he may attest the same.
<PAGE>

                  (e) He shall  properly  maintain and file all books,  reports,
         statements,  certificates  and all other documents and records required
         by law, the Restated  Certificate  of  Incorporation  or these  Amended
         By-Laws.

                  (f) He shall have charge of the stock books and ledgers of the
         Corporation  and shall cause the stock and transfer books to be kept in
         such manner as to show at any time the number of shares of stock of the
         Corporation of each class issued and  outstanding,  the names (arranged
         alphabetically or chronologically)  and the addresses of the holders of
         record of such shares, the number of shares held by each holder and the
         date as of which each became such holder of record.

                  (g)  He  shall  sign  (unless  the  Treasurer,   an  Assistant
         Treasurer  or  Acting  or  Assistant   Secretary   shall  have  signed)
         certificates  representing  shares of the  Corporation  the issuance of
         which shall have been authorized by the Board of Directors.

                  (h) He shall perform,  in general,  all duties incident to the
         office of Secretary  and such other duties as may be specified in these
         Amended  By-Laws or as may be  assigned to him from time to time by the
         Board of Directors, or the President.

     Section 4.9. The Treasurer.  The Treasurer shall have the following  powers
and duties:

                  (a)  He  shall  have  charge  and  supervision   over  and  be
         responsible for the moneys,  securities,  receipts and disbursements of
         the  Corporation,  and shall keep or cause to be kept full and accurate
         records of all receipts of the Corporation.

                  (b) He shall  cause the moneys and other  valuable  effects of
         the  Corporation  to be  deposited in the name and to the credit of the
         Corporation  in such banks or trust  companies  or with such bankers or
         other  depositaries as shall be selected in accordance with Section 8.5
         of these Amended By-Laws.
<PAGE>

                  (c)  He  shall  cause  the  moneys  of the  Corporation  to be
         disbursed  by checks or drafts  (signed as  provided  in Section 8.6 of
         these  Amended  By-Laws)  upon  the  authorized   depositaries  of  the
         Corporation and cause to be taken and preserved proper vouchers for all
         moneys disbursed.

                  (d)  He  shall  render  to  the  Board  of  Directors  or  the
         President,  whenever requested,  a statement of the financial condition
         of the Corporation and of all his transactions as Treasurer, and render
         a full financial report at the annual meeting of the  stockholders,  if
         called upon to do so.

                  (e) He shall be  empowered  from time to time to require  from
         all officers or agents of the Corporation  reports or statements giving
         such information as he may desire with respect to any and all financial
         transactions of the Corporation.

                  (f)  He  may  sign  (unless  an  Assistant  Treasurer  or  the
         Secretary  or an Acting  or  Assistant  Secretary  shall  have  signed)
         certificates  representing  stock of the  Corporation  the  issuance of
         which shall have been authorized by the Board of Directors.

                  (g) He shall perform,  in general,  all duties incident to the
         office of treasurer  and such other duties as may be specified in these
         Amended  By-Laws or as may be  assigned to him from time to time by the
         Board of Directors, or the President.

     Section 4.10. Additional Officers.  The Board of Directors may appoint such
other  officers and agents as it may deem  appropriate,  and such other officers
and agents and the  officers  specified  in  Section  4.1 hereof not  covered in
Sections  4.6  through  4.9 hereof  shall hold their  offices for such terms and
shall exercise such powers and perform such duties as generally pertain to their
respective  offices,  as well as such powers and duties as from time to time may
be authorized  or  prescribed by the Board of Directors.  The Board of Directors
from time to time may  delegate  to any  officer  or agent the power to  appoint
subordinate  officers or agents and to prescribe their respective rights,  terms
of office, authorities and duties. Any such officer or agent may remove any such
subordinate  officer or agent  appointed by him, for or without cause.  [Section
142(a), (b).]
<PAGE>

     Section  4.11.  Security.  The Board of Directors  may require any officer,
agent or  employee  of the  Corporation  to provide  security  for the  faithful
performance  of his  duties,  in such  amount  and of such  character  as may be
determined from time to time by the Board of Directors. [Section 142(c).]


                                    ARTICLE V

                                  CAPITAL STOCK

     Section 5.1.  Certificates of Stock,  Uncertificated  Shares. The shares of
the Corporation shall be represented by certificates, provided that the Board of
Directors may provide by resolution  or  resolutions  that some or all of any or
all  classes  or series of the stock of the  Corporation,  or rights  associated
therewith shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until each certificate is surrendered to the
Corporation.  Notwithstanding  the adoption of such a resolution by the Board of
Directors,  every holder of stock in the Corporation represented by certificates
and upon request every holder of uncertificated shares shall be entitled to have
a  certificate  signed by, or in the name of the  Corporation,  by the Chairman,
President or a Vice President,  and by the Treasurer or an Assistant  Treasurer,
or the Secretary or an Acting or Assistant Secretary, representing the number of
shares registered in certificate form. Such certificate shall be in such form as
the Board of Directors may determine,  to the extent  consistent with applicable
law,  the Restated  Certificate  of  Incorporation  and these  Amended  By-Laws.
[Section 158.]
<PAGE>

     Section  5.2.  Signatures;   Facsimile.  All  of  such  signatures  on  the
certificate may be a facsimile,  engraved or printed, to the extent permitted by
law. In case any officer,  transfer agent or registrar who has signed,  or whose
facsimile  signature has been placed upon a certificate  shall have ceased to be
such officer,  transfer agent or registrar before such certificate is issued, it
may be  issued  by the  Corporation  with the  same  effect  as if he were  such
officer, transfer agent or registrar at the date of issue. [Section 158.]

     Section 5.3. Lost, Stolen or Destroyed Certificates. The Board of Directors
may  direct  that a new  certificate  be  issued  in  place  of any  certificate
theretofore  issued by the  Corporation  alleged  to have been  lost,  stolen or
destroyed,  upon delivery to the Board of Directors of an affidavit of the owner
or owners of such  certificate,  setting  forth  such  allegation.  The Board of
Directors may require the owner of such lost,  stolen or destroyed  certificate,
or his  legal  representative,  to give the  Corporation  a bond  sufficient  to
indemnify  it against  any claim  that may be made  against it on account of the
alleged loss,  theft or destruction  of any such  certificate or the issuance of
any such new certificate. [Section 167.]

     Section 5.4.  Transfer of Stock.  Upon surrender to the  Corporation or the
transfer agent of the Corporation of a certificate for shares,  duly endorsed or
accompanied  by appropriate  evidence of succession,  assignment or authority to
transfer,  the Corporation  shall issue a new certificate to the person entitled
thereto,  cancel the old certificate and record the transaction  upon its books.
Within a  reasonable  time  after the  transfer  of  uncertificated  stock,  the
Corporation  shall  send  to the  registered  owner  thereof  a  written  notice
containing the  information  required to be set forth or stated on  certificates
pursuant to Sections 151, 156,  202(a) or 218(a) of the General  Corporation Law
of the State of Delaware.  Subject to the provisions of the Restated Certificate
of Incorporation and these Amended By-Laws, the Board of Directors may prescribe
such additional rules and regulations as it may deem appropriate relating to the
issue, transfer and registration of shares of the Corporation. [Section 151(f).]
<PAGE>

     Section 5.5. Record Date. In order to determine the  stockholders  entitled
to  notice  of or to vote at any  meeting  of  stockholders  or any  adjournment
thereof, or entitled 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 may fix, in advance, a record date, which record
date shall not precede the date on which the  resolution  fixing the record date
is adopted by the Board of Directors, and which shall not be more than sixty nor
less  than  ten  days  before  the  date of such  meeting.  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.

     In order that the  Corporation  may  determine  the  stockholders  entitled
pursuant  to these  Amended  By-Laws to consent to  corporate  action in writing
without a meeting,  the Board of Directors  may fix a record date,  which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors,  and which date shall not be more than ten
days after the date upon which the resolution  fixing the record date is adopted
by the  Board of  Directors.  If no record  date has been  fixed by the Board of
Directors,  the record date for determining  stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of  Directors  is  required  by law,  shall be the first  date on which a signed
written  consent  setting  forth the  action  taken or  proposed  to be taken is
delivered to the  Corporation by delivery to its registered  office in the State
of Delaware,  its  principal  place of  business,  or an officer or agent of the
Corporation  having  custody of the book in which  proceedings  of  meetings  of
stockholders are recorded.  Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail,  return receipt  requested.
If no record date has been fixed by the Board of  Directors  and prior action by
the Board of  Directors  is  required by law,  the record  date for  determining
stockholders  entitled  to consent  to  corporate  action in  writing  without a
meeting  shall be at the  close of  business  on the day on which  the  Board of
Directors adopts the resolution taking such prior action.
<PAGE>

     In order that the  Corporation may determine the  stockholders  entitled to
receive payment of any dividend or other distribution or allotment of any rights
of the  stockholders  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 a record  date,  which  record  date  shall not
precede  the date upon which the  resolution  fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed,  the record date for determining  stockholders  for any
such purpose  shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. [Section 213.]

     Section  5.6.  Registered  Stockholders.   Prior  to  due  surrender  of  a
certificate  for  registration  of  transfer,  the  Corporation  may  treat  the
registered  owner as the person  exclusively  entitled to receive  dividends and
other  distributions,  to vote, to receive  notice and otherwise to exercise all
the  rights  and  powers  of  the  owner  of  the  shares  represented  by  such
certificate,  and the Corporation  shall not be bound to recognize any equitable
or legal claim to or  interest  in such shares on the part of any other  person,
whether or not the  Corporation  shall have  notice of such claim or  interests.
Whenever any transfer of shares shall be made for collateral  security,  and not
absolutely,  it shall be so  expressed in the entry of the transfer if, when the
certificates  are presented to the  Corporation  for transfer or  uncertificated
shares are  requested to be  transferred,  both the  transferor  and  transferee
request the Corporation to do so. [Section 159.]

     Section 5.7.  Transfer  Agent and  Registrar.  The Board of  Directors  may
appoint one or more transfer agents and one or more registrars,  and may require
all certificates  representing shares to bear the signature of any such transfer
agents or registrars.
<PAGE>


                                   ARTICLE VI

                                INDEMNIFICATIO <F2>

     Section 6.1.  Nature of  Indemnity.  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,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative,  by reason of the fact that he is or
was or has agreed to become a Director or officer of the  Corporation,  or is or
was  serving  or has  agreed to serve at the  request  of the  Corporation  as a
director or officer of another corporation, partnership, joint venture, trust or
other  enterprise,  or by reason of any  action  alleged  to have been  taken or
omitted in such capacity,  and may indemnify any person who was or is a party or
is threatened to be made a party to such an action, suit or proceeding by reason
of the fact that he is or was or has  agreed to become an  employee  or agent of
the  Corporation,  or is or was serving or has agreed to serve at the request of
the  Corporation  as an employee or agent 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 or on his  behalf  in  connection  with  such  action,  suit or
proceeding and any appeal  therefrom,  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; except that in the case of
an action or suit by or in the right of the Corporation to procure a judgment in
its favor (1) such  indemnification  shall be  limited  to  expenses  (including
attorneys' fees) actually and reasonably  incurred by such person in the defense
or settlement of such action or suit, and (2) 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
Delaware 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 Delaware Court of
Chancery or such other court shall deem proper.
<PAGE>

     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 manner  which 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. Successful  Defense.  To the extent that a Director,  officer,
employee  or agent of the  Corporation  has been  successful  on the  merits  or
otherwise in defense of any action,  suit or  proceeding  referred to in Section
6.1  hereof 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.

     Section   6.3.   Determination   That   Indemnification   is  Proper.   Any
indemnification  of a Director or officer of the  Corporation  under Section 6.1
hereof  (unless  ordered by a court) shall be made by the  Corporation  unless a
determination  is made that  indemnification  of the  Director or officer is not
proper in the  circumstances  because he has not met the applicable  standard of
conduct set forth in Section 6.1 hereof.  Any  indemnification of an employee or
agent of the  Corporation  under Section 6.1 hereof (unless  ordered by a court)
may be made by the Corporation upon a determination that  indemnification of the
employee  or  agent  is  proper  in the  circumstances  because  he has  met the
applicable  standard  of  conduct  set forth in  Section  6.1  hereof.  Any such
determination  shall be made (1) by a majority vote of the Directors who are not
parties to such action,  suit or proceeding,  even though less than a quorum, or
(2) if  there  are no  such  Directors,  or if  such  Directors  so  direct,  by
independent legal counsel in a written opinion, or (3) by the stockholders.
<PAGE>

     Section 6.4. Advance Payment of Expenses.  Expenses  (including  attorneys'
fees)  incurred  by a  Director  or officer in  defending  any civil,  criminal,
administrative or investigative  action, suit or proceeding shall be paid by the
Corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon  receipt of an  undertaking  by or on behalf of the Director or
officer 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.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the Board of Directors
deems  appropriate.  The Board of  Directors  may  authorize  the  Corporation's
counsel to represent  such Director,  officer,  employee or agent in any action,
suit or  proceeding,  whether or not the  Corporation is a party to such action,
suit or proceeding.

     Section 6.5. Procedure for  Indemnification of Directors and Officers.  Any
indemnification  of a Director or officer of the Corporation  under Sections 6.1
and 6.2,  or advance of costs,  charges  and  expenses  to a Director or officer
under  Section 6.4 of this  Article,  shall be made  promptly,  and in any event
within 30 days,  upon the  written  request of the  Director  or  officer.  If a
determination  by the  Corporation  that the  Director or officer is entitled to
indemnification  pursuant to this Article is required, and the Corporation fails
to respond within sixty days to a written request for indemnity, the Corporation
shall be deemed to have  approved  such  request.  If the  Corporation  denies a
written  request for indemnity or advancement of expenses,  in whole or in part,
or if payment in full  pursuant to such request is not made within 30 days,  the
right to  indemnification  or  advances  as  granted  by this  Article  shall be
enforceable  by the Director or officer in any court of competent  jurisdiction.
Such  person's  costs and  expenses  incurred in  connection  with  successfully
establishing  his  right to  indemnification,  in whole or in part,  in any such
action shall also be  indemnified by the  Corporation.  It shall be a defense to
any such action (other than an action brought to enforce a claim for the advance
of costs,  charges and  expenses  under  Section 6.4 of this  Article  where the
required  undertaking,  if any, has been received by the  Corporation)  that the
claimant  has not met the  standard  of conduct set forth in Section 6.1 of this
Article,  but the burden of proving  such defense  shall be on the  Corporation.
Neither the failure of the  Corporation  (including its Board of Directors,  its
independent  legal counsel,  and its  stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper  in the  circumstances  because  he has met the  applicable  standard  of
conduct  set forth in Section 6.1 of this  Article,  nor the fact that there has
been  an  actual  determination  by the  Corporation  (including  its  Board  of
Directors,  its  independent  legal  counsel,  and its  stockholders)  that  the
claimant has not met such applicable standard of conduct,  shall be a defense to
the action or create a presumption  that the claimant has not met the applicable
standard of conduct.
<PAGE>

     Section  6.6.  Survival;   Preservation  of  Other  Rights.  The  foregoing
indemnification  provisions  shall  be  deemed  to  be a  contract  between  the
Corporation  and each  Director,  officer,  employee and agent who serves in any
such  capacity  at any  time  while  these  provisions  as well as the  relevant
provisions  of the  General  Corporation  Law of the  State of  Delaware  are in
effect. Any repeal or modification of these indemnification provisions shall not
affect any right or obligation  then existing with respect to any state of facts
then or  previously  existing or any action,  suit or  proceeding  previously or
thereafter  brought or threatened  based in whole or in part upon any such state
of facts. Such a "contract right" may not be modified  retroactively without the
consent of such Director, officer, employee or agent.

     The  indemnification  provided  by this  Article  VI  shall  not be  deemed
exclusive of any other rights to which those  indemnified  may be entitled under
any by-law,  agreement,  vote of  stockholders  or  disinterested  Directors  or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a Director,  officer,  employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

     Section  6.7.  Insurance.  The  Corporation  shall  purchase  and  maintain
insurance  on  behalf  of any  person  who is or was or has  agreed  to become a
Director or officer of the  Corporation,  or is or was serving at the request of
the  Corporation as a director or officer of another  corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
him and incurred by him or on his behalf in any such capacity, or arising out of
his  status as such,  whether  or not the  Corporation  would  have the power to
indemnify  him against such  liability  under the  provisions  of this  Article,
provided  that  such   insurance  is  available  on  acceptable   terms,   which
determination  shall  be made by a vote of a  majority  of the  entire  Board of
Directors.
<PAGE>

     Section 6.8.  Severability.  If this Article VI or any portion hereof shall
be  invalidated on any ground by any court of competent  jurisdiction,  then the
Corporation  shall  nevertheless  indemnify  each  Director  or officer  and may
indemnify  each employee or agent of the  Corporation  as to costs,  charges and
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  with  respect to any  action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative,  including  an action by or in the
right of the  Corporation,  to the fullest  extent  permitted by any  applicable
portion of this Article that shall not have been  invalidated and to the fullest
extent permitted by applicable law.


                                   ARTICLE VII

                                     OFFICES

     Section 7.1. Registered Office. The registered office of the Corporation in
the State of Delaware shall be located at Corporation Trust Center,  1209 Orange
Street in the City of Wilmington, County of New Castle.

     Section 7.2. Other Offices.  The Corporation may maintain offices or places
of business at such other  locations  within or without the State of Delaware as
the Board of Directors may from time to time determine or as the business of the
Corporation may require.

<PAGE>

                                  ARTICLE VIII

                               GENERAL PROVISIONS

     Section 8.1. Dividends. Subject to any applicable provisions of law and the
Restated  Certificate  of  Incorporation,  dividends  upon  the  shares  of  the
Corporation  may be declared by the Board of Directors at any regular or special
meeting of the Board of  Directors  and any such  dividend  may be paid in cash,
property,  shares of the  Corporation's  capital  stock or rights to acquire the
same.

     A member of the Board of Directors, or a member of any Committee designated
by the Board of Directors shall be fully protected in relying in good faith upon
the records of the Corporation and upon such information,  opinions,  reports or
statements presented to the Corporation by any of its officers or employees,  or
Committees of the Board of  Directors,  or by any other person as to matters the
Director  reasonably  believes are within such other  person's  professional  or
expert competence and who has been selected with reasonable care by or on behalf
of the Corporation, as to the value and amount of the assets, liabilities and/or
net profits of the  Corporation,  or any other facts  pertinent to the existence
and amount of surplus or other  funds from which  dividends  might  properly  be
declared and paid. [Sections 172, 173.]

     Section  8.2.  Reserves.  There  may be set  aside  out of any funds of the
Corporation  available for dividends  such sum or sums as the Board of Directors
from time to time,  in its absolute  discretion,  thinks  proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining  any property of the  Corporation  or for such other  purpose as the
Board of Directors shall think conducive to the interest of the Corporation, and
the Board of Directors may similarly modify or abolish any such reserve.

     Section 8.3. Execution of Instruments.  The President,  any Vice President,
the  Secretary or Acting  Secretary or the Treasurer may enter into any contract
or  execute  and  deliver  any  instrument  in the  name  and on  behalf  of the
Corporation.  The Board of Directors or the  President  may  authorize any other
officer  or  agent to enter  into  any  contract  or  execute  and  deliver  any
instrument in the name and on behalf of the Corporation.  Any such authorization
may be general or limited to specific contracts or instruments.
<PAGE>

     Section 8.4. Corporate Indebtedness.  No loan shall be contracted on behalf
of the Corporation, and no evidence of indebtedness shall be issued in its name,
unless  authorized  by the  Board  of  Directors  or the  President  or any Vice
President.  Such authorization may be general or confined to specific instances.
Loans so  authorized  may be effected at any time for the  Corporation  from any
bank,  trust  company or other  institution,  or from any firm,  corporation  or
individual.  All bonds, debentures,  notes and other obligations or evidences of
indebtedness  of the Corporation  issued for such loans shall be made,  executed
and delivered as the Board of Directors or the  President or any Vice  President
shall  authorize.  When so authorized by the Board of Directors or the President
or any Vice  President,  any part of or all the properties,  including  contract
rights, assets, business or good will of the Corporation,  whether then owned or
thereafter  acquired,  may be mortgaged,  pledged,  hypothecated  or conveyed or
assigned in trust as security for the payment of such bonds,  debentures,  notes
and other  obligations or evidences of indebtedness of the  Corporation,  and of
the interest thereon,  by instruments  executed and delivered in the name of the
Corporation.


     Section 8.5.  Deposits.  Any funds of the Corporation may be deposited from
time to time in such banks,  trust  companies  or other  depositaries  as may be
determined  by the Board of Directors or the  President,  or by such officers or
agents as may be  authorized  by the Board of Directors or the  President or any
Vice President to make such determination.

     Section  8.6.  Checks.  All  checks or  demands  for money and notes of the
Corporation  shall be signed by such officer or officers or such agent or agents
of the  Corporation,  and in such  manner,  as the  Board  of  Directors  or the
President or any Vice President from time to time may determine.
<PAGE>

     Section 8.7. Sale, Transfer,  etc. of Securities.  To the extent authorized
by the Board of Directors or by the President, any Vice President, the Secretary
or Acting  Secretary or the  Treasurer or any other  officers  designated by the
Board of Directors or the President may sell, transfer,  endorse, and assign any
shares of stock,  bonds or other  securities owned by or held in the name of the
Corporation,  and may make,  execute and deliver in the name of the Corporation,
under its corporate seal, any instruments  that may be appropriate to effect any
such sale, transfer, endorsement or assignment.

     Section  8.8.  Voting  as  Stockholder.   Unless  otherwise  determined  by
resolution of the Board of Directors, the President or any Vice President or the
Secretary or Acting  Secretary  shall have full power and authority on behalf of
the  Corporation  to attend any meeting of  stockholders  of any  corporation in
which the  Corporation  may hold stock,  and to act, vote (or execute proxies to
vote) and exercise in person or by proxy all other rights, powers and privileges
incident to the ownership of such stock.  Such officers  acting on behalf of the
Corporation  shall  have full power and  authority  to  execute  any  instrument
expressing consent to or dissent from any action of any such corporation without
a meeting.  The Board of Directors  may by  resolution  from time to time confer
such power and authority upon any other person or persons.

     Section 8.9. Fiscal Year. The fiscal year of the Corporation shall commence
on the first day of  January  of each year and shall  terminate  in each case on
December 31.

     Section 8.10.  Seal. The seal of the Corporation  shall be circular in form
and shall contain the name of the Corporation, the year of its incorporation and
the words  "Corporate  Seal"  and  "Delaware".  The form of such  seal  shall be
subject to alteration by the Board of Directors. The seal may be used by causing
it or a facsimile thereof to be impressed, affixed or reproduced, or may be used
in any other lawful manner.

     Section 8.11. Books and Records; Inspection. Except to the extent otherwise
required by law, the books and records of the Corporation  shall be kept at such
place or places  within or without the State of  Delaware  as may be  determined
from time to time by the Board of Directors.
<PAGE>


                                   ARTICLE IX

                          AMENDMENT OF AMENDED BY-LAWS

     Section 9.1.  Amendment.  These Amended By-Laws may be amended,  altered or
repealed

                  (a) by  resolution  adopted  by a  majority  of the  Board  of
         Directors  at any  special or  regular  meeting of the Board if, in the
         case of such special meeting only, notice of such amendment, alteration
         or  repeal  is  contained  in the  notice  or  waiver of notice of such
         meeting; or

                  (b) at any regular or special meeting of the stockholders upon
         the affirmative  vote of a majority of the combined voting power of the
         then outstanding stock of the Corporation entitled to vote generally in
         the  election of  Directors,  provided,  however,  that any  amendment,
         alteration or repeal of Article I, sections 1.2, 1.10 or 1.13,  Article
         VI or this Section 9.1 as it pertains to Directors and officers,  shall
         require  the  affirmative  vote of not less  than  65% of the  combined
         voting power of the then outstanding stock of the Corporation  entitled
         to vote  generally  in the election of  Directors.  In the case of such
         special meeting only,  notice of such  amendment,  alteration or repeal
         must be  contained  in the notice or waiver of notice of such  meeting.
         [Section 109(a).]


                                    ARTICLE X

                                  CONSTRUCTION

     Section  10.1.  Construction.  In the  event of any  conflict  between  the
provisions  of these  Amended  By-Laws  as in  effect  from time to time and the
provisions of the Restated Certificate of Incorporation of the Corporation as in
effect  from  time to time,  the  provisions  of such  Restated  Certificate  of
Incorporation shall be controlling.
<PAGE>
Footnotes:
--------
<F1> 1. Citations are to the General  Corporation  Law of the State of Delaware
        as in effect on December  20, 1994 (the  "GCL"),  and are  inserted for
        reference only, and do not constitute a part of the Amended By-Laws.
<F2> 2. Section 145.