BY-LAWS OF

                          AMERICAN METALS SERVICE, INC.

                            (a Delaware corporation)


                                    ARTICLE I
                                   -----------

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

     SECTION 1.  ANNUAL  MEETING.  The annual  meeting  of the  stockholders  of
AMERICAN METALS SERVICE,  INC. (the "Corporation") 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 may be fixed by the Board
of Directors  (the  "Board") or if no date and time are so fixed,  on the second
Tuesday, in May of each year, if not a legal holiday, and if a holiday,  then on
the next succeeding day not a legal holiday, at the office of the Corporation or
at such other place and at such hour as shall be designated by the Board, or, if
no such time be fixed, then at 10:00 o'clock in the forenoon.

     SECTION 2. SPECIAL MEETINGS.  Special meetings of the stockholders,  unless
otherwise  prescribed  by statute,  may be called at any time by the Board or by
the holder or holders on the date of the call of not less than 25% of the issued
and  outstanding  shares  of  capital  stock  entitled  to vote at such  special
meeting.

     SECTION 3. NOTICE OF MEETINGS.  Notice of the place,  date and hour of each
annual and  special  meeting of the  stockholders  and the  purpose or  purposes
thereof shall be given personally or by mail in a postage prepaid envelope,  not
less  than ten or more than 60 days  before  the date of such  meeting,  to each
stockholder  entitled  to vote at such  meeting,  and,  if  mailed,  it shall be
directed  to such  stockholder  at his  address  as it  appears on the record of
stockholders, unless he shall have filed with the Secretary of the Corporation a
written  request that notices to him be mailed to some other  address.  Any such
notice for any meeting other than the annual  meeting shall  indicate that it is
being  issued  at  the  direction  of  the  Board.  Notice  of  any  meeting  of
stockholders  shall not be  required  to be given to any  stockholder  who shall
attend such meeting in person or by proxy and shall not, prior to the conclusion
of such meeting, protest the lack of notice thereof, or who shall, either before
or after the meeting,  submit a signed waiver of notice,  in person or by proxy.
Unless the Board shall fix a new record date for an adjourned meeting, notice of
such  adjourned  meeting  need not be given if the time and  place to which  the
meeting  shall  be  adjourned  were  announced  at  the  meeting  at  which  the
adjournment is taken.

     SECTION 4. QUORUM. At all meetings of the stockholders,  the holders of the
majority  of the  shares of the  capital  stock of the  Corporation  issued  and
outstanding  and  entitled  to vote  shall be  present  in person or by proxy to
constitute a quorum for the transaction of business. In the absence of a quorum,
the holders of a majority of the shares of the capital  stock  present in person
or by proxy and entitled to vote may adjourn the meeting  from time to time.  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.
The  stockholders  present at a duly organized  meeting may continue to transact
business   until   adjournment,   notwithstanding   the   withdrawal  of  enough
stockholders to leave less than a quorum.

<PAGE>

     SECTION 5. ORGANIZATION. At each meeting of the stockholders,  the Chairman
of the Board,  or, if none or in the  Chairman's  absence,  the Chief  Executive
Officer,  or, if none or in the absence of the Chief Executive Officer, the Vice
Chairman of the Board, or, if none or in the absence of the Vice Chairman of the
Board,  the  President,  or,  if none or in the  President's  absence  any  Vice
President of the Corporation, shall act as chairman of the meeting or, if no one
of the foregoing  officers is present, a chairman shall be chosen at the meeting
by the stockholders  entitled to vote who are present in person or by proxy. The
Secretary,  or in his absence or  inability to act, the person whom the chairman
of the meeting shall appoint secretary of the meeting, shall act as secretary of
the meeting and keep the minutes thereof.

     SECTION 6. ORDER OF BUSINESS.  The order of business at all meetings of the
stockholders shall be as determined by the chairman of the meeting.

     SECTION  7.  VOTING.  Except  as  otherwise  provided  by  statute  or  the
Certificate  of  Incorporation,  each holder of record of shares of stock of the
Corporation  having  voting  power  shall be  entitled  at each  meeting  of the
stockholders  to one vote for every share of such stock  standing in his name on
the record of stockholders of the Corporation:

          (a)  on the date  fixed  pursuant  to the  provisions  of Section 5 of
               Article  V  of  these   By-laws  as  the  record   date  for  the
               determination of the stockholders who shall be entitled to notice
               of and to vote at such meeting; or

          (b)  if such  record  date  shall not have been so fixed,  then at the
               close  of  business  on the day next  preceding  the day on which
               notice thereof shall be given.

     Each  stockholder  entitled  to vote at any  meeting  of  stockholders  may
authorize  another  person or persons  to act for him by a proxy  signed by such
stockholder  or his  attorney-in-fact.  Any such proxy shall be delivered to the
secretary  of such  meeting at or prior to the time  designated  in the order of
business for so delivering such proxies. Except as otherwise required by statute
or by the Certificate of Incorporation, any corporate action to be taken by vote
of the stockholders  shall require the vote of a majority of the votes cast at a
meeting of the holders of the capital stock of the Corporation  entitled to vote
thereon.  Unless  required  by statute,  or  determined  by the  chairman of the
meeting to be advisable,  the vote on any question  need not be by ballot.  On a
vote by ballot,  each ballot shall be signed by the stockholder voting or by his
proxy, if there be such proxy, and shall state the number of shares voted.

     SECTION 8. LIST OF  STOCKHOLDERS.  A list of  stockholders as of the record
date, certified by the Secretary of the Corporation or by the transfer agent for
the Corporation,  shall be produced at any meeting of the stockholders  upon the
request of any stockholder made at or prior to such meeting.

<PAGE>

     SECTION  9.  INSPECTORS.  The Board  may,  in  advance  of any  meeting  of
stockholders,  appoint  one or more  inspectors  to act at such  meeting  or any
adjournment  thereof.  If the inspectors  shall not be so appointed or if any of
them shall fail to appear or act,  the  chairman  of the meeting  shall  appoint
inspectors.  Each  inspector,  before entering upon the discharge of his duties,
shall take and sign an oath  faithfully  to execute the duties of  inspector  at
such meeting with strict  impartiality and according to the best of his ability.
The inspectors  shall determine the number of shares  outstanding and the voting
power of each, the number of shares represented at the meeting, the existence of
a quorum, the validity and effect of proxies,  and shall receive votes,  ballots
or  consents,  hear and  determine  all  challenges  and  questions  arising  in
connection  with the right to vote,  count and  tabulate  all votes,  ballots or
consents,  determine  the result,  and do such acts as are proper to conduct the
election or vote with fairness to all  stockholders.  On request of the chairman
of the meeting or any stockholder entitled to vote thereat, the inspectors shall
make a report in writing of any challenge,  request or matter determined by them
and shall  execute a  certificate  of any fact  found by them.  No  director  or
candidate for the office of director shall act as an inspector of an election of
directors. Inspectors need not be stockholders.

     SECTION 10. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Any action required
or permitted to be taken at any annual or special meeting of stockholders of the
Corporation  may be taken without a meeting,  without prior notice and without a
vote,  if a consent in  writing,  setting  forth the  action so taken,  shall be
signed by the  holders of  outstanding  stock  having not less than the  minimum
number of votes that would be  necessary  to  authorize or take such action at a
meeting at which all shares  entitled to vote  thereon  were  present and voted.
Prompt  notice of the taking of the corporate  action  without a meeting by less
than unanimous written consent shall be given to those stockholders, if any, who
have not consented in writing.

                                   ARTICLE II
                                   ----------
                               Board of Directors
                               -------------------

     SECTION 1.  GENERAL  POWERS.  The  business,  property  and  affairs of the
Corporation  shall be managed by or under the direction of the Board.  The Board
may exercise all such  authority and powers of the  Corporation  and do all such
lawful acts and things as are not by statute or the Certificate of Incorporation
directed or required to be exercised or done by the stockholders.

     SECTION 2.  NUMBER,  INCREASE OR DECREASE  THERETO AND TERM OF OFFICE.  The
Board shall  consist of one or more  directors as may be fixed from time to time
by action of the Board,  which number may be increased and decreased as provided
in this  Section 2 of this  Article II, one of whom may be selected by the Board
to be its Chairman. Directors need not be stockholders.

<PAGE>

     The Board, by the vote of a majority of the entire Board,  may increase the
number of directors and may elect directors to fill the vacancies created by any
such increase in the number of directors until their successors are duly elected
and  qualified.  The Board,  by the vote of a majority of the entire Board,  may
decrease the number of  directors,  but any such  decrease  shall not affect the
term of  office  of any  director.  Vacancies  occurring  by  reason of any such
increase  or  decrease  shall be filled in  accordance  with  Section 13 of this
Article II.

     SECTION 3. PLACE OF  MEETING.  Meetings  of the Board  shall be held at the
principal  office of the Corporation in the State of New Jersey or at such other
place,  within  or  without  such  state,  as the  Board  may from  time to time
determine or as shall be specified in the notice of any such meeting.

     SECTION  4.  ANNUAL  MEETING.  The  Board  shall  meet for the  purpose  of
organization, the election of officers and the transaction of other business, as
soon as practicable after each annual meeting of the  stockholders,  on the same
day and at the same place where such  annual  meeting  shall be held.  Notice of
such  meeting  need not be given.  Such meeting may be held at any other time or
place  (within or without the State of  Delaware)  which shall be specified in a
notice thereof given as hereinafter provided in Section 7 of this Article II.

     SECTION 5. REGULAR MEETING.  Regular meetings of the Board shall be held at
such times and places as the Board shall from time to time fix. If any day fixed
for a regular meeting shall be a legal holiday at the place where the meeting is
to be held,  then the meeting which would otherwise be held on that day shall be
held at the same hour on the next  succeeding  business  day.  Notice of regular
meetings of the Board need not be given except as otherwise  required by statute
or these By-laws.

     SECTION 6. SPECIAL MEETINGS. Special meetings of the Board may be called by
the Chairman of the Board,  the Chief Executive  Officer or by a majority of the
entire Board.

     SECTION 7. NOTICE OF MEETINGS.  Notice of each special meeting of the Board
(and of each regular  meeting for which notice shall be required) shall be given
by the  Secretary  as  hereinafter  provided in this  Section 7, in which notice
shall be stated the time and place of the meeting.  Except as otherwise required
by these  By-laws,  such  notice need not state the  purposes  of such  meeting.
Notice of each such meeting shall be mailed,  postage prepaid, to each director,
addressed to him at his  residence  or usual place of  business,  by first class
mail,  at least two days before the day on which such meeting is to be held,  or
shall be sent  addressed  to him at such place by  facsimile  telegraph,  telex,
cable or wireless,  or be delivered to him personally or by telephone,  at least
24 hours before the time at which such  meeting is to be held. A written  waiver
of notice,  signed by the director  entitled to notice,  whether before or after
the time stated therein shall be deemed equivalent to notice. Notice of any such
meeting need not be given to, any director who shall, either before or after the
meeting,  submit a signed  waiver of notice or who  shall  attend  such  meeting
without protesting, prior to or at its commencement, the lack of notice to him.

     SECTION 8. QUORUM AND MANNER OF ACTING.  Except as hereinafter  provided, a
majority  of the  entire  Board  shall be  present  in  person  or by means of a
conference  telephone  or  similar  communications  equipment  which  allows all

<PAGE>

persons  participating in the meeting to hear each other at the same time at any
meeting  of the Board in order to  constitute  a quorum for the  transaction  of
business at such meeting;  and,  except as otherwise  required by statute or the
Certificate of Incorporation,  the act of a majority of the directors present at
any meeting at which a quorum is present  shall be the act of the Board.  In the
absence of a quorum at any  meeting of the Board,  a majority  of the  directors
present  thereat may adjourn such  meeting to another time and place.  Notice of
the time and place of any such adjourned meeting shall be given to the directors
who were not present at the time of the  adjournment  and,  unless such time and
place were announced at the meeting at which the  adjournment  was taken, to the
other  directors.  At any  adjourned  meeting at which a quorum is present,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  called.  The directors  shall act only as a Board and the individual
directors shall have no power as such.

     SECTION 9. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by the Board at a meeting may be taken without a meeting if all members of
the Board consent in writing to the adoption of the resolutions authorizing such
action.  The  resolutions and written  consents  thereto shall be filed with the
minutes of the Board.

     SECTION 10. TELEPHONIC PARTICIPATION.  One or more members of the Board may
participate  in  a  meeting  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.  Participation  by such means shall constitute
presence in person at the meeting.

     SECTION 11. ORGANIZATION. At each meeting of the Board, the Chairman or, in
his absence,  the Vice Chairman or, in his absence,  the Chief Executive officer
or, in his absence, the President or, in his absence, another director chosen by
a majority  of the  directors  present  shall act as chairman of the meeting and
preside thereat.  The Secretary (or, in his absence,  any person who shall be an
Assistant Secretary,  if any of them shall be present at such meeting, or in the
absence of an  Assistant  Secretary,  such person as shall be  appointed  by the
Chairman) shall act as secretary of the meeting and keep the minutes thereof.

     SECTION 12. RESIGNATIONS. Any director of the Corporation may resign at any
time by  giving  written  notice  of his  resignation  to the  Board,  the Chief
Executive  Officer,  the President or the Secretary.  Any such resignation shall
take effect at the time  specified  therein or, if the time when it shall become
effective shall not be specified  therein,  immediately  upon its receipt,  and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

     SECTION 13. VACANCIES.  Vacancies and newly created directorships resulting
from any  increase  in the  authorized  number of  directors  may be filled by a
majority of the directors then in office,  although less than a quorum,  or by a
sole  remaining  director.  If there are no directors in office,  then a special
meeting of stockholders  for the election of directors may be called and held in
the manner  provided by  statute.  If, at the time of filling any vacancy or any
newly created  directorship,  the directors then in office shall constitute less
than a majority of the whole Board (as constituted immediately prior-to any such


<PAGE>

increase),  the Court of Chancery may, upon  application  of any  stockholder or
stockholders  holding at least ten percent of the total  number of the shares at
the time  outstanding  having  the right to vote for such  directors,  summarily
order  an  election  to be held to fill  any such  vacancies  or  newly  created
directorships,  or to replace  the  directors  chosen by the  directors  then in
office,  in the manner  provided by statute.  When one or more  directors  shall
resign from the Board,  effective at a future date, a majority of the  directors
then in office,  including those who have so resigned,  shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when such resignation
or resignations  shall become effective,  and each director so chosen shall hold
office until their successors shall be elected and qualified.

     SECTION  14.  REMOVAL OF  DIRECTORS.  Except as  otherwise  provided in the
Certificate of Incorporation  or in these By-laws,  any director may be removed,
either  with or  without  cause,  at any time,  by the  affirmative  vote of the
holders of record of a majority of the issued and outstanding  stock entitled to
vote for the election of directors of the Corporation given at a special meeting
of the  stockholders  called and held for the  purpose;  and the  vacancy in the
Board caused by such removal may be filled by such stockholders at such meeting,
or, if the  stockholders  shall fail to fill such  vacancy,  as in these By-laws
provided.

     SECTION  15.  COMPENSATION.  The  Board  shall  have  authority  to fix the
compensation,  including fees and  reimbursement  of expenses,  of directors for
services to the Corporation in any capacity.

                                  ARTICLE III
                                  -----------
                         Executive and Other Committees
                         ------------------------------

     SECTION 1. COMMITTEES. The Board may, by resolution passed by a majority of
the whole Board, designate one or more committees,  each committee to consist of
two or more of the directors of the Corporation.  The Board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee.  Any such committee,  to
the extent provided in the resolution  shall have and may exercise the powers of
the Board in the management of the business and affairs of the Corporation,  and
may authorize the seal of the  Corporation to be affixed to all papers which may
require it; provided,  however,  that in the absence or  disqualification of any
member of such committee or committees, 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 to act
at the  meeting in the place of any such  absent or  disqualified  member.  Each
committee  shall keep written  minutes of its  proceedings and shall report such
minutes to the Board when  required.  All such  proceedings  shall be subject to
revision or alteration by the Board; provided, however, that third parties shall
not be prejudiced by such revision or alteration.

     SECTION 2.  GENERAL.  A majority of any  committee may determine its action
and fix the time and place of its  meetings,  unless the Board  shall  otherwise
provide.  Notice of such meeting  shall be given to each member of the committee
in the manner  provided  for in Article II,  Section 7. The Board shall have any
power at any time to fill  vacancies  in, to  change  the  membership  of, or to
dissolve any such committee. Nothing herein shall be deemed to prevent the Board
from appointing one or more committees consisting in whole or in part of persons
who  are not  directors  of the  Corporation;  provided,  however,  that no such
committee shall have or may exercise any authority of the Board.

<PAGE>

     SECTION 3. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by any committee at a meeting may be taken without a meeting if all of the
members of the committee  consent in writing to the adoption of the  resolutions
authorizing  such action.  The resolutions and written consents thereto shall be
filed with the minutes of the committee.

     SECTION 4. TELEPHONE PARTICIPATION.  One or more members of a committee may
participate  in  a  meeting  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.  Participation  by such means shall constitute
presence in person at the meeting.

                                   ARTICLE IV
                                  ------------
                                    Officers
                                    --------

     SECTION 1. NUMBER AND QUALIFICATIONS. The officers of the Corporation shall
include a Chairman of the Board,  who shall be chosen from among the  directors,
and a President  and a Secretary,  and may include a Vice Chairman of the Board,
who shall be chosen from among the  directors,  and one or more  Executive  Vice
Presidents,  one or more Vice  Presidents,  a Chief Executive  Officer,  a Chief
Financial  Officer and a  Treasurer.  Any two or more offices may be held by the
same  person,  except  that no  person  shall  hold at one time the  offices  of
President and  Secretary;  provided that when all of the issued and  outstanding
stock of the Corporation is held by one person,  such person may hold all or any
combination of offices.  Such officers shall be elected from time to time by the
Board,  each to hold office  until the meeting of the Board  following  the next
annual meeting of the stockholders,  or until his successor shall have been duly
elected  and shall have  qualified  or until his  death,  or until he shall have
resigned,  or have been removed, as hereinafter  provided in these By-laws.  The
Chairman  of the Board or the  President  shall have the power to  appoint  such
other  officers  (including  one or more  Assistant  Treasurers  and one or more
Assistant Secretaries) and such agents, as may be necessary or desirable for the
business of the  Corporation.  Such other  officers  and agents  shall have such
duties and shall hold their  offices for such terms as may be  prescribed by the
Board or by the appointing authority.

     SECTION 2.  RESIGNATIONS.  Any officer of the Corporation may resign at any
time by giving written notice of his  resignation to the Board,  the Chairman of
the Board,  the Chief  Executive  Officer,  the Vice Chairman of the Board,  the
President or the Secretary.  Any such resignation  shall take effect at the time
specified  therein or, if the time when it shall become  effective  shall not be
specified therein, immediately upon its receipt; and, unless otherwise specified
therein,  the acceptance of such  resignation  shall not be necessary to make it
effective.

     SECTION 3. REMOVAL. Any officer or agent of the corporation may be removed,
either with or without  cause,  at any time,  by the Board at any meeting of the
Board or,  except in the case of an officer or agent elected or appointed by the
Board, by the Chairman of the Board or the President.

     SECTION 4. VACANCIES.  A vacancy in any office, whether arising from death,
resignation, removal or any other cause, may be filled for the unexpired portion
of the term of the office  which shall be vacant,  in the manner  prescribed  in
these By-laws for the regular election or appointment to such office.

<PAGE>

     SECTION 5. CHIEF EXECUTIVE OFFICER. The Board of Directors may from time to
time, by a majority vote of the whole Board of Directors,  designate  either the
Chairman of the Board or the  President  as the Chief  Executive  Officer of the
Corporation.   The  Chief  Executive  Officer  shall  have  general  and  active
supervision over the business and affairs of the Corporation,  subject, however,
to the control of the Board. He shall see that all orders and resolutions of the
Board are carried into effect.  He may sign, with the Chief  Financial  Officer,
the Treasurer, or the Secretary or Assistant Secretary, certificates of stock of
the  Corporation.  He  may  sign,  execute  and  deliver  in  the  name  of  the
Corporation,  all  deeds,  mortgages,  bonds,  contracts  or  other  instruments
authorized  by the  Board,  except in cases  where  the  signing,  execution  or
delivery  thereof shall be expressly  delegated by the Board or by these By-laws
to some other officer or agent of the  Corporation or where any of them shall be
required by law or otherwise to be signed, executed or delivered.

     SECTION 6.  CHAIRMAN OF THE BOARD.  The Chairman of the Board shall preside
at all meetings of the  stockholders  and of the Board,  at which he is present,
and shall  perform such other duties as from time to time may be  prescribed  by
the Board of Directors.

     SECTION 7. THE PRESIDENT.  The President may sign, with the Chief Financial
Officer,  the Treasurer or the Secretary or an Assistant  Treasurer or Assistant
Secretary,  certificates of stock of the  Corporation  and in general,  he shall
perform all duties  incident to the office of President and such other duties as
from time to time may be assigned to him by the Board.

     SECTION 8. VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board shall
perform  such  duties  as from  time to time may be  prescribed  by the Board of
Directors or the Chairman of the Board.

     SECTION 9. THE VICE  PRESIDENTS.  Each  Executive  Vice  President and each
other Vice  President  shall have such  powers and  perform  such  duties as the
Board,  the  Chief  Executive  Officer  or the  President  may from time to time
prescribe  and shall  perform  such  other  duties as may be  prescribed  by the
By-laws. Any Executive Vice President or other Vice President may sign, with the
Chief  Financial  Officer or the  Treasurer  or the  Assistant  Treasurer or the
Secretary or an Assistant  Secretary,  certificates of stock of the Corporation.
At the request of the Chief  Executive  Officer or the President,  or in case of
either  officer's  disability or other  inability to act, the Board of Directors
may, by a majority vote of the entire Board,  designate any one of the Executive
Vice  Presidents  or other Vice  Presidents  to perform  the duties of the Chief
Executive  Officer or the President for such time and subject to such conditions
and limitations as the Board may determine.

     SECTION 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall:

          (a)  have charge and custody of, and be responsible for, all the funds
               and securities of the Corporation;

          (b)  keep full and accurate  accounts of receipts and disbursements in
               books belonging to the Corporation;

<PAGE>

          (c)  deposit  all  moneys  and other  valuables  to the  credit of the
               Corporation  in such  depositories  as may be  designated  by the
               Board or pursuant to its direction;

          (d)  receive,  and give  receipts  for,  moneys due and payable to the
               Corporation from any source whatsoever;

          (e)  disburse  the  funds  of  the   Corporation   and  supervise  the
               investments of its funds, taking proper vouchers therefor;

          (f)  render to the Board,  whenever the Board may require,  an account
               of the financial condition of the corporation;

          (g)  have active control of and shall be  responsible  for all matters
               pertaining   to  the   accounts  of  the   Corporation   and  its
               subsidiaries,  including:  the supervision of the auditing of all
               payrolls and vouchers of the Corporation and its subsidiaries and
               the  direction  of  the  manner  of  certifying   the  same;  the
               supervision of the manner of keeping all vouchers for payments by
               the  Corporation  and its  subsidiaries,  and all other documents
               relating  to  such   payments;   the   receiving,   auditing  and
               consolidation  of all operating  and financial  statements of the
               Corporation, its various departments, divisions and subsidiaries;
               the  supervision of the books of account of the  Corporation  and
               its subsidiaries,  their arrangement and classification;  and the
               supervision  of  the  account  and  auditing   practices  of  the
               Corporation and its subsidiaries; and

          (h)  shall  perform  such  other  duties  as from  time to time may be
               assigned to him by the Chief Executive Officer or the Board.


     SECTION  11.  TREASURER.  The  Treasurer  shall in general  have all duties
incident to the position of  Treasurer  and such other duties as may be assigned
by the Board or the President.

     SECTION 12.   SECRETARY. The Secretary shall:

          (a)  keep or cause to be kept in one or more  books  provided  for the
               purpose,  the  minutes  of all  meetings  of the Board and of the
               stockholders, and, if requested, of the committees of the Board;

          (b)  see  that all  notices  are duly  given  in  accordance  with the
               provisions of the By-laws and as required by law;

          (c)  be custodian of the seal of the  Corporation and affix and attest
               the  seal  to all  documents  to be  executed  on  behalf  of the
               Corporation under its seal;

<PAGE>

          (d)  see that the books, reports,  statements,  certificates and other
               documents  and  records  required by law to be kept and filed are
               properly kept and filed; and

          (e)  in  general,  perform  all  duties  incident  to  the  office  of
               Secretary  and  such  other  duties  as from  time to time may be
               assigned to him by the Board.


     SECTION 13.  ASSISTANT  OFFICERS.  Any  assistant  officer  shall have such
powers and duties of the officer such assistant  officer assists as such officer
or the Board shall from time to time prescribe.

     SECTION 14.  OFFICERS' BONDS OR OTHER  SECURITY.  If required by the Board,
any  officer  of the  Corporation  shall give a bond or other  security  for the
faithful  performance  of his  duties,  in such  amount and with such  surety or
sureties as the Board may require.

     SECTION  15.  COMPENSATION.   The  compensation  of  the  officers  of  the
Corporation for their services as such officers shall be fixed from time to time
by the Board; provided,  however, that the Board may delegate to the Chairman of
the Board,  the Chief  Executive  Officer or the  President the power to fix the
compensation  of  officers  and  agents  appointed  by him.  An  officer  of the
Corporation shall not be prevented from receiving  compensation by reason of the
fact that he is also a director  of the  Corporation,  but any such  officer who
shall also be a director (except in the event that there is only one director of
the Corporation)  shall not have any vote in the  determination of the amount of
compensation paid to him.

                                   ARTICLE V
                                   ---------
                                  Shares, Etc.
                                  ------------

     SECTION 1. STOCK CERTIFICATES. Each owner of stock of the Corporation shall
be  entitled  to have a  certificate,  in such form as shall be  approved by the
Board, certifying the number of shares of stock of the Corporation owned by him.
The certificates representing shares of stock shall be signed in the name of the
Corporation by the Chairman or the Vice Chairman of the Board,  or the President
or any Executive Vice  President,  Senior Vice President or other Vice President
and by the Treasurer or the Assistant Treasurer or the Secretary or an Assistant
Secretary  and  sealed  with the seal of the  Corporation  (which  seal may be a
facsimile,  engraved or printed). In case any officer who shall have signed such
certificates shall have ceased to be such officer before such certificates shall
be issued,  they may  nevertheless  be issued by the  Corporation  with the same
effect as if such officer were still in office at the date of their issue.

     SECTION 2. BOOKS OF ACCOUNT AND RECORD OF STOCKHOLDERS. There shall be kept
correct  and  complete  books and  records of account  of all the  business  and
transactions  of the  Corporation.  The stock  record  books and the blank stock
certificate  books  shall be kept by the  Secretary  or by any other  officer or
agent designated by the Board of Directors.

<PAGE>

     SECTION  3.  TRANSFERS  OF  SHARES.  Transfers  of  shares  of stock of the
Corporation  shall be made on the stock  records  of the  Corporation  only upon
authorization  by the registered  holder thereof,  or by his attorney  thereunto
authorized  by power of attorney  duly  executed and filed with the Secretary or
with a transfer agent or transfer clerk,  and on surrender of the certificate or
certificates for such shares properly endorsed or accompanied by a duly executed
stock transfer  power and the payment of all taxes thereon.  The person in whose
name  shares  of  stock  shall  stand  on  the  record  of  stockholders  of the
Corporation  shall be deemed the owner  thereof for all  purposes as regards the
Corporation.  Whenever  any  transfers  of shares  shall be made for  collateral
security and not  absolutely  and written  notice  thereof shall be given to the
Secretary or to such transfer agent or transfer clerk, such fact shall be stated
in the entry of the transfer.

     SECTION  4.  REGULATIONS.  The  Board may make  such  additional  rules and
regulations,  not  inconsistent  with these  By-laws,  as it may deem  expedient
concerning the issue,  transfer and  registration of certificates  for shares of
stock of the Corporation.  It may appoint,  or authorize any officer or officers
to appoint,  one or more transfer  agents or one or more transfer clerks and one
or more registrars and may require all  certificates for shares of stock to bear
the signature or signatures of any of them.

     SECTION 5. FIXING OF RECORD DATE. The Board may fix, in advance, a date not
more  than  sixty  nor less than ten days  before  the date  then  fixed for the
holding of any meeting of the  stockholders  or before the last day on which the
consent or dissent of the  stockholders  may be  effectively  expressed  for any
purpose without a meeting, as the time as of which the stockholders  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 stockholders of record of voting stock at such time, and no
others, shall be entitled to notice of and to vote at such meeting or to express
their consent or dissent,  as the case may be. The Board may fix, in advance,  a
date not more than sixty nor less than ten days preceding the date fixed for the
payment of any dividend or the making of any  distribution  or the  allotment of
rights to subscribe for  securities of the  Corporation,  or for the delivery of
evidence  of  rights  or  evidences  of  interest  arising  out of  any  change,
conversion or exchange of capital stock or other securities,  as the record date
for the determination of the stockholders entitled to receive any such dividend,
distribution,  allotment,  rights  or  interests,  and in  such  case  only  the
stockholders  of record at the time so fixed shall be  entitled to receive  such
dividend, distribution, allotment, rights or interests.

     SECTION 6. LOST,  DESTROYED  OR  MUTILATED  CERTIFICATE.  The holder of any
certificate  representing  shares of stock of the Corporation  shall immediately
notify  the  Corporation  of  any  loss,   destruction  or  mutilation  of  such
certificate,  and the  Corporation  may issue a new  certificate of stock in the
place of any certificate  theretofore issued by it which the owner thereof shall
allege to have been lost or  destroyed or which shall have been  mutilated,  and
the Board may, in its discretion, require such owner or his legal representative
to give to the Corporation a bond in such sum, limited or unlimited, and in such
form and with such surety or sureties  as the Board in its  absolute  discretion
shall determine, to indemnify the Corporation against any claim that may be made
against  it  on  account  of  the  alleged  loss  or  destruction  of  any  such
certificate,  or the issuance of such new  certificate.  Anything  herein to the
contrary notwithstanding,  the Board, in its absolute discretion,  may refuse to
issue any such new certificate,  except pursuant to legal  proceedings under the
laws of the State of Delaware.

<PAGE>

                                   ARTICLE VI
                                   ----------
                 Contracts, Checks, Drafts, Bank Accounts, Etc.
                 ----------------------------------------------

     SECTION 1. EXECUTION OF CONTRACTS. Except as otherwise required by statute,
the  Certificate  of  Incorporation  or these  By-laws,  any  contract  or other
instrument  may be  executed  and  delivered  in the name and on  behalf  of the
Corporation by such officer or officers (including any assistant officer) of the
Corporation  as the Board may from time to time direct.  Such  authority  may be
general or confined to specific  instances  as the Board may  determine.  Unless
authorized by the Board or expressly  permitted by these By-laws,  no officer or
agent or employee  shall have any power or authority to bind the  Corporation by
any contract or engagement  or to pledge its credit or to render it  pecuniarily
liable  for any  purpose  or to any  amount,  except in the  ordinary  course of
business and within the scope of his authority as set forth in these By-laws.

     SECTION 2. LOANS. Unless the Board shall otherwise determine,  the Chairman
of the Board, the Chief Executive  Officer,  the Vice Chairman of the Board, the
President,  the Chief  Financial  Officer or any  Executive  Vice  President may
effect loans and advances at any time for the Corporation  from any bank,  trust
company or other institution,  or from any firm, corporation or individual,  and
for such loans and  advances  may make,  execute and deliver  promissory  notes,
bonds or other certificates or evidences of indebtedness of the Corporation, but
no officer or officers  shall  mortgage,  pledge,  hypothecate  or transfer  any
securities or other property of the  Corporation  other than in connection  with
the purchase of chattels for use in the  Corporation's  operations,  except when
authorized by the Board.

     SECTION 3. CHECKS,  DRAFTS, ETC. All checks,  drafts,  bills of exchange or
other orders for the payment of money out of the funds of the  Corporation,  and
all notes or other evidence of indebtedness of the Corporation,  shall be signed
in the name and on behalf of the  Corporation by such persons and in such manner
as shall from time to time be authorized by the Board.

     SECTION 4. DEPOSITS.  All funds of the Corporation  not otherwise  employed
shall be deposited  from time to time to the credit of the  Corporation  in such
banks,  trust companies or other depositories as the Board may from time to time
designate or as may be designated by any officer or officers of the  Corporation
to whom such  power of  designation  may from time to time be  delegated  by the
Board.  For the  purpose of deposit and for the  purpose of  collection  for the
account of the Corporation,  checks,  drafts and other orders for the payment of
money  which  are  payable  to the  order of the  Corporation  may be  endorsed,
assigned and delivered by any officer or agent of the Corporation.

     SECTION 5.  GENERAL AND SPECIAL BANK  ACCOUNTS.  The Board may from time to
time authorize the opening and keeping of general and special bank accounts with
such banks,  trust companies or other depositories as the Board may designate or
as may be designated by any officer or officers of the  Corporation to whom such
power of designation may from time to time be delegated by the Board.  The Board
may make such special rules and regulations  with respect to such bank accounts,
not inconsistent with the provisions of these By-laws, as it may deem expedient.

<PAGE>

                                  ARTICLE VII
                                  -----------
                                    Offices
                                    -------

     SECTION 1.  REGISTERED  OFFICE.  The registered  office of the  Corporation
shall be as specified in the Certificate of Incorporation.

     SECTION 2. OTHER OFFICES. The Corporation may also have such offices,  both
within  or  without  the State of  Delaware,  as the Board may from time to time
determine or the business of the Corporation may require.


                                  ARTICLE VIII
                                  ------------
                                  Fiscal Year
                                  -----------

     The fiscal year of the Corporation  shall be fixed, and shall be subject to
change,  by the Board.  Unless  otherwise fixed by the Board, the fiscal year of
the Corporation shall end on August 31 of each calendar year.


                                   ARTICLE IX
                                   ----------
                                      Seal
                                      ----

     The seal of the Corporation  shall be circular in form, shall bear the name
of the  Corporation  and shall include the words and numbers  "Corporate  Seal",
"Delaware" and the year of incorporation.

<PAGE>

                                   ARTICLE X
                                   ---------
                                Indemnification
                                ---------------

     Any person  made or  threatened  to be made a party to or  involved  in any
action,  suit or  proceeding,  whether  civil  or  criminal,  administrative  or
investigative  (hereinafter,  "Proceeding")  by reason of the fact that he,  his
testator  or  intestate,  is or  was a  director,  officer  or  employee  of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation or of a partnership,
joint  venture,  trust or other  enterprise,  including  service with respect to
employee  benefit  plans,   shall  be  indemnified  and  held  harmless  by  the
Corporation to the fullest extent  authorized by the General  Corporation Law of
the State of Delaware as the same exists or may hereafter be amended (but in the
case of any such amendment,  only to the extent that such amendment  permits the
Corporation to provide  broader  indemnification  rights than said law permitted
the  Corporation to provide prior to such amendment)  against all expense,  loss
and liability (including, without limitation,  judgments, fines, amounts paid in
settlement and reasonable  expenses,  including  attorneys' fees),  actually and
necessarily  incurred or suffered by him in connection with the defense of or as
a result of such  Proceeding,  or in  connection  with any appeal  therein.  The
Corporation  shall have the power to purchase  and  maintain  insurance  for the
indemnification  of such  directors,  officers and  employees to the full extent
permitted  under the laws of the State of Delaware  from time to time in effect.
Such right of indemnification  shall not be deemed exclusive of any other rights
of indemnification to which such director,  officer or employee may be entitled.
The right to indemnification  conferred in this By-Law shall be a contract right
and shall include the right to be paid by the Corporation the expenses  incurred
in defending any such Proceeding in advance of its final disposition;  provided,
however,  that if the General Corporation Law of the State of Delaware requires,
the  payment of such  expenses  incurred  by a director or officer in his or her
capacity  as a  director  or  officer  (and not in any other  capacity  in which
services  was or is  rendered  by such  person  while  a  director  or  officer,
including,  without limitation,  service to an employee benefit plan) in advance
of the final  disposition  of a Proceeding,  shall be made only upon delivery to
the  Corporation  of an undertaking by or on behalf of such director or officer,
to repay all amounts so advanced if it shall  ultimately be determined that such
director  or officer is not  entitled  to be  indemnified  under this  By-Law or
otherwise.


                                   ARTICLE XI
                                   ----------
                                   Amendment
                                   ---------

     The By-laws may be amended, repealed or altered by vote of the holders of a
majority of the shares of stock at the time  entitled to vote in the election of
directors, except as otherwise provided in the Certificate of Incorporation. The
By-laws  may also be amended,  repealed or altered by the Board,  but any By-law
adopted by the Board may be  amended,  repealed  or altered by the  stockholders
entitled to vote thereon as herein provided.