BY-LAWS

                                    OF

                     ARROW AUTOMOTIVE INDUSTRIES, INC.

                     (AS AMENDED THROUGH JUNE 6, 1997)

                               ARTICLE FIRST

                               STOCKHOLDERS

     SECTION 1.     ANNUAL MEETING.  The annual meeting of stockholders
shall be held on the second Thursday of November in each year (or if that
be a legal holiday in the place where the meeting is to be held, on the
next succeeding full business day) at the hour fixed by the Directors or
the President and stated in the notice of the meeting.  The purposes for
which the annual meeting is to be held, in addition to those prescribed by
law, by the Articles of Organization or by these By-Laws, may be specified
by the Directors or the President.  If no annual meeting is held in
accordance with the foregoing provisions, a special meeting may be held in
lieu thereof, and any action taken at such meeting shall have the same
effect as if taken at the annual meeting.
     SECTION 2.     SPECIAL MEETINGS.  Special meetings of the stockholders
may be called by the President, or by the Directors, and shall be called by
the Clerk, or in case of the death, absence, incapacity or refusal of the
Clerk, by any other officer, upon written application of one or more
stockholders who are entitled to vote at the meeting and who hold at least
one-tenth part in interest of the capital stock entitled to vote at the
meeting, stating the time, place and purposes of the meeting.  No call of a
special meeting of the stockholders shall be required if such notice of the
meeting shall have been waived either in writing (including a telegram) by
every stockholder entitled to notice thereof, or by his attorney thereunto
authorized.
     SECTION 3.  PLACE OF MEETINGS.  All meetings of stockholders shall be
held at the principal office of the corporation unless a different place
(within the United States) is fixed by the Directors or the President and
stated in the notice of the meeting.
     SECTION 4.  NOTICES.  Notice of all meetings of stockholders shall be
given as follows, to wit: - A written notice, stating the place, day and
hour thereof, shall be given by the Clerk or an Assistant Clerk (or the
person or persons calling the meeting), at least ten days before the
meeting, to each stockholder entitled to vote thereat and to each
stockholder who, by law, the Articles of Organization, or these By-laws, is
entitled to such notice, by leaving such notice with him or at his
residence or usual place of business, or by mailing it, postage prepaid,
and addressed to such stockholder at his address as it appears upon the
books of the corporation.  Notices of all meetings of stockholders shall
state the purposes for which the meetings are called.  No notice need be
given to any stockholder if a written waiver of notice, executed before or
after the meeting by the stockholder or his attorney thereunto authorized
is filed with the records of the meeting.
     SECTION 5.  QUORUM.  At any meeting of stockholders a quorum for the
transaction of business shall consist of one or more individuals appearing
in person and/or as proxies and owning and/or representing a majority of
the shares of the corporation then outstanding and entitled to vote,
provided that less than such quorum shall have the power to adjourn the
meeting from time to time.
     SECTION 6.  VOTING AND PROXIES.  Each stockholder shall have one vote
for each share of stock entitled to vote and a proportionate vote for any
fractional share entitled to vote, held by him of record according to the
records of the corporation, unless otherwise provided by the Articles of
Organization.  Stockholders may vote either in person or by written proxy
dated not more than six months before the meeting named therein.  Proxies
shall be filed with the Clerk before being voted at any meeting or any
adjournment thereof.  Except as otherwise limited therein, proxies shall
entitle the persons named therein to vote at the meeting specified herein
and at any adjourned session of such meeting but shall not be valid after
final adjournment of the meeting.  A proxy with respect to stock held in
the name of two or more persons shall be valid if executed by one of them
unless at or prior to exercise of the proxy the corporation receives a
specific written notice to the contrary from any one of them.  A proxy
purporting to be executed by or on behalf of a stockholder shall be deemed
valid unless challenged at or prior to its exercise.
     SECTION 7.  ACTION AT MEETING.  When a quorum is present, the action
of the stockholders on any matter properly brought before such meeting
shall be decided by the holders of a majority of the stock present or
represented and entitled to vote and voting on such matter, except where a
different vote is required by law, the Articles of Organization or these
By-laws.  Any election by stockholders shall be determined by a plurality
of the votes cast by the stockholders entitled to vote at the election.  No
ballot shall be required for such election unless requested by a
stockholder present or represented at the meeting and entitled to vote in
the election.
     SECTION 8.  SPECIAL ACTION.   Any action to be taken by stockholders
may be taken without a meeting if all stockholders entitled to vote on the
matter consent to the action by a writing filed with the records of the
meetings of stockholders.  Such consent shall be treated for all purposes
as a vote at a meeting.
     SECTION 9.  RECORD DATE.  The Directors may fix in advance a time
which shall be not more than sixty days prior to (a) the date of any
meeting of stockholders;(b) the date for the payment of any dividend or the
making of any distribution to stockholders, or (c) the last day on which
the consent or dissent of stockholders may be effectively expressed for any
purpose, as the record date for determining the stockholders having the
right to notice of and to vote at such meeting and any adjournment thereof,
the right to receive such dividend or distribution, or the right to give
such consent or dissent.  In such case only stockholders of record on such
record date shall have such right, notwithstanding any transfer of stock on
the books of the corporation after the record date.  Without fixing such
record date the Directors may for any of such purposes close the transfer
books for all or any part of such period.
                              ARTICLE SECOND
                                 DIRECTORS
     SECTION 1.  POWERS.  The Board of Directors, subject to any action at
any time taken by such stockholders as then have the right to vote, shall
have the entire charge, control and management of the corporation, its
property and business and may exercise all or any of its powers.
     SECTION 2.  ELECTION, VACANCIES, NUMBER AND TENURE.  The Board of
Directors shall consist of not less than three nor more than ten (10)
Directors, the exact number of Directors to be determined from time to time
by resolution adopted by affirmative vote of a majority of the whole Board
of Directors, and such exact number shall be ten (10) until otherwise
determined by resolution adopted by affirmative vote of a majority of the
whole Board of  Directors.  Notwithstanding the foregoing, in case of any
vacancy in the Board of Directors, the Board may act by its then members
without regard to number.  As used herein, the term "whole Board" means the
total number of Directors which the Corporation would have if there were no
vacancies.  The Board of Directors shall divide the Directors into three
classes and, when the number of Directors is changed, shall determine the
class or classes to which the increased or decreased number of Directors
shall be apportioned; provided, that no decrease in the number of Directors
shall affect the term of any Director then in office.  Notwithstanding the
foregoing, and except as otherwise required by law, whenever the holders of
any one or more series of Preferred Stock shall have the right, voting
separately as a class, to elect one or more Directors of the Corporation,
the terms of the Director or Directors elected by such holders shall expire
at the next succeeding annual meeting of stockholders.   The term of office
of Directors elected at the 1983 Special Meeting of Stockholders in lieu of
Annual Meeting shall be as follows:  the term of office of Directors of the
first class shall expire at the first annual meeting of stockholders after
their election; the term of office of Directors of the second class shall
expire at the second annual meeting of stockholders after their election;
and the term of office of Directors of the third class shall expire at the
third annual meeting of stockholders after their election; and as to
Directors of each class, when their respective successors are elected and
qualified.  At each annual meeting of stockholders subsequent to such
Special Meeting of Stockholders in lieu of Annual Meeting, Directors
elected to succeed those whose terms are expiring shall be elected for a
term of office to expire at the third succeeding annual meeting of
stockholders and when their respective successors are elected and
qualified.
     Vacancies in the Board of Directors, however caused, and newly created
directorships shall be filled solely by a majority vote of the Directors
then in office, whether or not a quorum, which majority must include at
least 60% of the Non-Acquiring Directors, and any Director so chosen shall
hold office for a term expiring at the annual meeting of stockholders at
which the term of the class to which the Director has been chosen expires
and when the Director's successor is elected and qualified.
     THIS BY-LAW MAY ONLY BE AMENDED, ALTERED, CHANGED OR REPEALED (A) AT A
MEETING OF THE CORPORATION'S STOCKHOLDERS CALLED AT LEAST IN PART FOR THAT
PURPOSE BY THE AFFIRMATIVE VOTE OF AT LEAST A MAJORITY OF THE SHARES OF
EACH CLASS REPRESENTED IN PERSON OR BY PROXY AT SUCH MEETING AND ENTITLED
TO VOTE THEREON, WHICH MAJORITY MUST INCLUDE AT LEAST 60% OF ALL SHARES OF
EACH CLASS HELD BY NON-ACQUIRING STOCKHOLDERS (AS DEFINED BELOW) PRESENT IN
PERSON OR BY PROXY AT SUCH MEETING AND ENTITLED TO VOTE OR (B) AT A MEETING
OF THE BOARD OF DIRECTORS CALLED AT LEAST IN PART FOR THAT PURPOSE, BY THE
AFFIRMATIVE VOTE OF AT LEAST 60% OF THE NON-ACQUIRING DIRECTORS (AS DEFINED
BELOW) THEN IN OFFICE.  IF SO AMENDED BY THE DIRECTORS, THIS BY-LAW MAY BE
FURTHER AMENDED OR REPEALED BY THE STOCKHOLDERS IN THE MANNER DESCRIBED
ABOVE.
     A corporation, person or other entity which after the end of the
Company's 1983 fiscal year (June 25, 1983) for the first time became or
becomes the beneficial owner, directly or indirectly, of 5% or more of this
corporation's outstanding voting securities (taken together as a single
class) is referred to in this by-law as an "Acquiring Entity".  For
purposes of this by-law, any stockholder who is not an Acquiring Entity
shall be known as a "Non-Acquiring Stockholder" and any member of the Board
of directors who is unaffiliated, directly or indirectly, with an Acquiring
Entity, shall be known as a "Non-Acquiring Director."
     FOR PURPOSES OF THIS BY-LAW, ANY CORPORATION, PERSON OR ENTITY WILL BE
DEEMED TO BE BENEFICIAL OWNER OF ANY VOTING SECURITIES OF THIS CORPORATION:
     (a)  which it owns directly, whether or not of record, or
     (B)  WHICH IT HAS THE RIGHT TO ACQUIRE PURSUANT TO ANY
     agreement or arrangement or understanding or upon exercise of
          conversion rights, exchange rights, warrants or options or
          otherwise, or
     (C)  WHICH ARE BENEFICIALLY OWNED, DIRECTLY OR INDIRECTLY (INCLUDING
          SHARES DEEMED TO BE OWNED THROUGH APPLICATION OF CLAUSE (B)
          ABOVE), BY ANY "AFFILIATE" OR "ASSOCIATE" AS THOSE TERMS ARE
          DEFINED IN RULE 12B-2 OF THE GENERAL RULES AND REGULATIONS UNDER
          THE SECURITIES EXCHANGE ACT OF 1934 AS IN EFFECT ON NOVEMBER 9,
          1983, OR
     (d)  which are beneficially owned, directly or indirectly (including
          shares deemed owned through application of clause (b) above), by
          any other corporation, person or entity with which it or any of
          its "affiliates" or "associates" has any agreement or arrangement
          or understanding for the purpose of acquiring, holding, voting or
          disposing of voting securities of this corporation.
     FOR THE PURPOSES ONLY OF DETERMINING WHETHER A CORPORATION, PERSON OR
OTHER ENTITY OWNS BENEFICIALLY, DIRECTLY OR INDIRECTLY, 5% OR MORE OF THE
OUTSTANDING VOTING SECURITIES OF THIS CORPORATION, THE OUTSTANDING VOTING
SECURITIES OF THIS CORPORATION WILL BE DEEMED TO INCLUDE ANY VOTING
SECURITIES THAT MAY BE ISSUABLE PURSUANT TO ANY AGREEMENT, ARRANGEMENT OR
UNDERSTANDING OR UPON EXERCISE OF CONVERSION RIGHTS, EXCHANGE RIGHTS,
WARRANTS, OPTIONS OR OTHERWISE WHICH ARE DEEMED TO BE BENEFICIALLY OWNED BY
SUCH CORPORATION, PERSON OR OTHER ENTITY PURSUANT TO THE FOREGOING
PROVISIONS OF THIS BY-LAW.
     A majority of the Non-Acquiring Directors of this corporation shall
have the power and duty to determine, on the basis of information known to
them after reasonable inquiry, all facts necessary to determine compliance
with this by-law, including without limitation (a) whether a person is an
Acquiring Entity, (b) the number of shares of voting stock beneficially
owned by any person, (c) whether a person is an affiliate of another, and
(d) all other issues of fact needed to be determined hereunder; and the
good faith determination of a majority of the Non-Acquiring Directors on
such matters shall be conclusive and binding.
     SECTION 3.  Intentionally omitted
     SECTION 4.  Intentionally omitted
     SECTION 5.  RESIGNATION.  Any Director may resign by delivering his
written resignation to the corporation at its principal office or upon
receipt unless it is specified to be effective at some other time or upon
the happening of some other event.
     SECTION 6.  REMOVAL.  A Director may be removed with or without cause.
Such removal may be effected either (a) at any annual or special meeting of
the stockholders by the affirmative vote of a majority of the shares
present, which majority must include at least 60% of the voting securities
of each class held by the Non-Acquiring Stockholders (as defined below)
present in person or by proxy at such meeting and entitled to vote in the
election of Directors, or (b) at any annual or special meeting of the Board
of Directors by a vote of at least 60% of the Non-Acquiring Directors (as
defined below) then in office.  A Director may be removed for cause only
after he has received a copy of the charges against him, delivered to him
personally or by mail at his address appearing upon the records of the
corporation at least 30 days prior to the adoption of the resolution for
his removal, and an opportunity to be heard on such charges before the body
proposing to remove him.
     THIS BY-LAW MAY ONLY BE AMENDED, ALTERED, CHANGED OR REPEALED (A) AT A
MEETING OF THE CORPORATION'S STOCKHOLDERS CALLED AT LEAST IN PART FOR THAT
PURPOSE BY THE AFFIRMATIVE VOTE OF AT LEAST A MAJORITY OF THE SHARES OF
EACH CLASS REPRESENTED IN PERSON OR BY PROXY AT SUCH MEETING AND ENTITLED
TO VOTE THEREON, WHICH MAJORITY MUST INCLUDE AT LEAST 60% OF ALL SHARES OF
EACH CLASS HELD BY NON-ACQUIRING STOCKHOLDERS PRESENT IN PERSON OR BY PROXY
AT SUCH MEETING AND ENTITLED TO VOTE OR (B) AT A MEETING OF THE BOARD OF
DIRECTORS CALLED AT LEAST IN PART FOR THAT PURPOSE, BY THE AFFIRMATIVE VOTE
OF AT LEAST 60% OF THE NON-ACQUIRING DIRECTORS THEN IN OFFICE.  IF SO
AMENDED BY THE DIRECTORS, THIS BY-LAW MAY BE FURTHER AMENDED OR REPEALED BY
THE STOCKHOLDERS IN THE MANNER DESCRIBED ABOVE.
     A corporation, person or other entity which after the end of the
Company's 1983 fiscal year (June 25, 1983) for the first time became or
becomes the beneficial owner, directly or indirectly, of 5% or more of this
corporation's outstanding voting securities (taken together as a single
class) is referred to in this by-law as an "Acquiring Entity".  For
purposes of this by-law, any stockholder who is not an Acquiring Entity
shall be known as a "Non-Acquiring Stockholder" and any member of the Board
of Directors who is unaffiliated, directly or indirectly, with an Acquiring
Entity shall be known as a "Non-Acquiring Director."
     FOR THE PURPOSES OF THIS BY-LAW, ANY CORPORATION, PERSON OR ENTITY
WILL BE DEEMED TO BE BENEFICIAL OWNER OF ANY VOTING SECURITIES OF THIS
CORPORATION:
     (a)  which it owns directly, whether or not of record, or
     (B)  WHICH IT HAS THE RIGHT TO ACQUIRE PURSUANT TO ANY AGREEMENT OR
          ARRANGEMENT OR UNDERSTANDING OR UPON ANY EXERCISE OF CONVERSION
          RIGHTS, EXCHANGE RIGHTS, WARRANTS OR OPTIONS OR OTHERWISE, OR
     (c)  which are beneficially owned, directly or indirectly (including
          shares deemed to be owned through application of clause (b)
          above), by any "affiliate" or "associate" as those terms are
          defined in Rule 12b-2 of the General Rules and Regulations under
          the Securities Exchange Act of 1934 as in effect on November 9,
          1983, or
     (D)  WHICH ARE BENEFICIALLY OWNED, DIRECTLY OR INDIRECTLY (INCLUDING
          SHARES DEEMED OWNED THROUGH APPLICATION OF CLAUSE (B) ABOVE), BY
          ANY OTHER CORPORATION, PERSON OR ENTITY WHICH IT OR ANY OF ITS
          "AFFILIATES" OR "ASSOCIATES" HAS ANY AGREEMENT OR ARRANGEMENT OR
          UNDERSTANDING FOR THE PURPOSE OF ACQUIRING, HOLDING, VOTING OR
          DISPOSING OF VOTING SECURITIES OF THIS CORPORATION.
     For the purposes only of determining whether a corporation, person or
other entity owns beneficially, directly or indirectly, 5% or more of the
outstanding voting securities of this corporation, the outstanding voting
securities of this corporation will be deemed to include any voting
securities that may be issuable pursuant to any agreement, arrangement or
understanding or upon exercise of conversion rights, exchange rights,
warrants, options or otherwise which are deemed to be beneficially owned by
such corporation, person or other entity pursuant to the foregoing
provisions of this by-law.
     A MAJORITY OF THE NON-ACQUIRING DIRECTORS OF THIS CORPORATION SHALL
HAVE THE POWER AND DUTY TO DETERMINE, ON THE BASIS OF INFORMATION KNOWN TO
THEM AFTER REASONABLE INQUIRY, ALL FACTS NECESSARY TO DETERMINE COMPLIANCE
WITH THIS BY-LAW, INCLUDING WITHOUT LIMITATION (A) WHETHER A PERSON IS AN
ACQUIRING ENTITY, (B) THE NUMBER OF SHARES OF VOTING STOCK BENEFICIALLY
OWNED BY ANY PERSON, (C) WHETHER A PERSON IS AN AFFILIATE OF ANOTHER, AND
(D) ALL OTHER ISSUES OF FACT NEEDED TO BE DETERMINED HEREUNDER; AND THE
GOOD FAITH DETERMINATION OF A MAJORITY OF THE NON-ACQUIRING DIRECTORS ON
SUCH MATTES SHALL BE CONCLUSIVE AND BINDING.
     SECTION 7.  ANNUAL MEETING.  Immediately after each annual meeting of
stockholders, or the special meeting held in lieu thereof, and at the place
thereof, if a quorum of the Directors elected at such meeting were present
thereat, there shall be a meeting of the Directors without notice; but if
such a quorum of the Directors elected thereat were not present at such
meeting, or if present do not proceed immediately thereafter to hold a
meeting of the Directors, the annual meeting of the Directors shall be
called in the manner hereinafter provided with respect to the call of
special meetings of Directors.
     SECTION 8.  REGULAR MEETINGS.  Regular meetings of the Directors may
be held at such times and places as shall from time to time be fixed by
resolution of the Board and no notice need by given of regular meetings
held at times and places so fixed, PROVIDED, HOWEVER, that any resolution
relating to the holding of regular meetings shall remain in force only
until the next annual meeting of stockholders, or the special meeting held
in lieu thereof, and that if at any meeting of Directors at which a
resolution is adopted fixing the times or place or places for any regular
meetings any Director is absent, no meeting shall be held pursuant to such
resolution until either each such absent Director has in writing or by
telegram approved the resolution or seven days have elapsed after a copy of
the resolution certified by the Clerk has been mailed, postage prepaid,
addressed to each such absent Director at his last known home or business
address.
     SECTION 9.  SPECIAL MEETINGS.  Special meetings of the Directors may
be called by the President or by the Treasurer or by any two Directors and
shall be held at the place designated in the call thereof.
     SECTION 10.  NOTICES.  Notices of any special meeting of the Directors
shall be given by the Clerk to each Director, by mailing to him, postage
prepaid, and addressed to him at his address as registered on the books of
the corporation, or if not so registered at his last known home or business
address, a written notice of such meeting at least four days before the
meeting or by delivering such notice to him at least forty-eight hours
before the meeting or by sending to him at least forty-eight hours before
the meeting, by prepaid telegram addressed to him at such address, notice
of such meeting.  If the Clerk refuses or neglects for more than twenty-
four hours after receipt of the call to give notice of such special
meeting, or if the office of Clerk is vacant or the Clerk is absent from
the Commonwealth of Massachusetts, or incapacitated, such notice may be
given by the officer or one of the Directors calling the meeting.  Notice
need not be given to any Director if a written waiver of notice, executed
by him before or after the meeting, is filed with the records of the
meeting, or if any director who attends the meeting without protesting
prior thereto or at its commencement the lack of notice to him.  A notice
or waiver of notice of a Directors' meeting need not specify the purposes
of the meeting.
     SECTION 11.  QUORUM.  At any meeting of the Directors a majority of
the number of Directors required to constitute a full Board, as fixed in or
determined pursuant to these By-laws as then in effect, shall constitute a
quorum for the transaction of business; provided always that any number of
Directors (whether one or more and whether or not constituting a quorum)
present at any meeting or at any adjourned meeting may make any reasonable
adjourned thereof.
     SECTION 12.  ACTION AT MEETING.  At any meeting of the Directors at
which a quorum is present, the action of the Directors on any matter
brought before the meeting shall be decided by the vote of a majority of
those present and voting, unless a different vote is required by law, the
Articles of Organization, or these By-laws.
     SECTION 13.  SPECIAL ACTION.  Any action by the Directors may be taken
without a meeting if a written consent thereto is signed by all the
directors and filed with the records of the Directors' meetings.  Such
consent shall be treated as a vote of the Directors for all purposes.
     SECTION 14.  COMMITTEES.  The Directors may, by vote of a majority of
the number of Directors required to constitute a full Board as fixed in or
determined pursuant to these By-laws as then in effect, elect from their
number an executive or other committees and may by like vote delegate
thereto some or all of their powers except those which by law, the Articles
of Organization or these By-laws they are prohibited from delegating.
Except as the Directors may otherwise determine, any such committee may
make rules for the conduct of its business, but unless otherwise provided
by the Directors or in such rules, its business shall be conducted as
nearly as may be in the same manner as is provided by these By-laws for the
Directors.
                               ARTICLE THIRD
                                 OFFICERS
     SECTION 1.  ENUMERATION.  The officers of the corporation shall be a
President, a Treasurer, a Clerk, and such Vice Presidents, Assistant
Treasurers, Assistant Clerks, and other officers as may from time to time
be determined by the Directors.
     SECTION 2.  ELECTION.  The President, Treasurer and Clerk shall be
elected annually by the Directors at their first meeting following the
annual meeting of stockholders, or the special meeting held in lieu
thereof.  Other officers may be chosen by the Directors at such meeting or
at any other meeting.
     SECTION 3.  QUALIFICATION.  The President may, but need not be, a
Director.  No officer need be a stockholder.  Any two or more offices may
be held by the same person, provided that the President and Clerk shall not
be the same person.  The Clerk shall be a resident of Massachusetts unless
the corporation has a resident agent appointed for the purpose of service
of process.  Any officer may be required by the Directors to give bond for
the faithful performance of his duties to the corporation in such amount
and with such sureties as the Directors may determine.
     SECTION 4.  TENURE.  Except as otherwise provided by law, by the
Articles of Organization or by these By-laws, the President, Treasurer and
Clerk shall hold office until the first meeting of the Directors following
the annual meeting of stockholders, or the special meeting held in lieu
thereof, and thereafter until his successor is chosen and qualified.  Other
officers shall hold office until the first meeting of the Directors
following the annual meeting of stockholders, or the special meeting held
in lieu thereof, unless a shorter term is specified in the vote choosing or
appointing them.  Any officer may resign by delivering his written
resignation to the corporation at its principal office or to the President
or Clerk, and such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some
other event.
     SECTION 5.  REMOVAL.  The Directors may remove any officer with or
without cause by a vote of a majority of the entire number of Directors
then in office, provided, that an officer may be removed for cause only
after reasonable notice and opportunity to be heard by the Board of
Directors prior to action thereon.
     SECTION 6.  PRESIDENT.  The President when present shall preside at
all meetings of the stockholders and of the Directors.  It shall be his
duty and he shall have the power to see that all orders and resolutions of
the Directors are carried into effect.  The President, as soon as
reasonably possible after the close of each fiscal year, shall submit to
the Directors a report of the operations of the corporation for such year
and a statement of its affairs and shall from time to time report to the
Directors all matters within his knowledge which the interests of the
corporation may require to be brought to its notice.   The President shall
perform such duties and have such powers additional to the foregoing as the
Directors shall designate.
     SECTION 7.  VICE PRESIDENTS.  In the absence or disability of the
President, his powers and duties shall be performed by the Vice President,
if only one, or, if more than one, by the one designated for the purpose by
the Directors.  Each Vice President shall have such other powers and
perform such other duties as the Directors shall from time to time
designate.
     SECTION 8.  TREASURER.  The Treasurer shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all monies and other valuable effects in the
name and to the credit of the corporation in such depositories as shall be
designated by the Directors or in the absence of such designation in such
depositories as he shall from time to time deem proper.  He shall disburse
the funds of the corporation as shall be ordered by the Directors, taking
proper vouchers for such disbursements.  He shall promptly render to the
President and to the Directors such statements of his transactions and
accounts as the President and Directors respectively may from time to time
require.  The Treasurer shall perform such duties and have such powers
additional to the foregoing as the Directors may designate.
     SECTION 9.  ASSISTANT TREASURERS.  In the absence or disability of the
Treasurer, his powers and duties shall be performed by the Assistant
Treasurer, if only one, or, if more than one, by the one designated for the
purpose by the Directors.  Each Assistant Treasurer shall have such other
powers and perform such other duties as the Directors shall from time to
time designate.
     SECTION 10.  CLERK.  The Clerk shall record in books kept for the
purpose all votes and proceedings of the stockholders and, if there be no
Secretary or Assistant Secretary, of the Directors at their meetings.
Unless the Directors shall appoint a transfer agent and/or registrar or
other officer or officers for the purpose, the Clerk shall be charged with
the duty of keeping, or causing to be kept, accurate records of all stock
outstanding, stock certificates issued and stock transfers; and, subject to
such other or different rules as shall be adopted from time to time by the
Directors, such records may be kept solely in the stock certificate books.
The Clerk shall perform such duties and have such powers additional to the
foregoing as the Directors shall designate.
     SECTION 11.  ASSISTANT CLERKS.  In the absence of the Clerk from any
meeting of the stockholders or, if there be no Secretary or Assistant
Secretary, from any meeting of the Directors, the Assistant Clerk, if one
be elected, or, if there be more than one, the one designated for the
purpose by the Directors, otherwise a Temporary Clerk designated by the
person presiding at the meeting shall perform the duties of the Clerk.
Each Assistant Clerk shall have such other powers and perform such other
duties as the Directors may from time to time designate.
     SECTION 12.  SECRETARY AND ASSISTANT SECRETARIES.  If a Secretary is
elected, he shall keep a record of the meetings of the Directors and in his
absence, an Assistant Secretary, if one be elected, or, if there be more
than one, the one designated for the purpose by the Directors, otherwise a
Temporary Secretary designated by the person presiding at the meeting,
shall perform the duties of the Secretary.  Each Assistant Secretary shall
have such other powers and perform such other duties as the Directors may
from time to time designate.
                              ARTICLE FOURTH
                   PROVISIONS RELATING TO CAPITAL STOCK
     SECTION 1.  CERTIFICATES OF STOCK.  Each stockholder shall be entitled
to a certificate or certificates representing in the aggregate the shares
owned by him and certifying the number and class thereof, which shall be in
such form as the Directors shall adopt.  Each certificate of stock shall be
signed by the President or a Vice President and by the Treasurer or an
Assistant Treasurer, but when a certificate is countersigned by a transfer
agent or a registrar, other than a Director, officer or employee of the
corporation, such signatures may be facsimiles.  In case any officer who
has signed or whose facsimile signature has been placed on such certificate
shall have ceased to be such officer before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer at the time of its issue.  Every certificate for shares of stock
which are subject to any restriction on transfer pursuant to the Articles
of Organization, the By-laws or any agreement to which the corporation is a
party, shall have the restriction noted conspicuously on the certificate
and shall also set forth on the face or back either the full text of the
restriction or a statement of the existence of such restriction and a
statement that the corporation will furnish a copy to the holder of such
certificate upon written request and without charge.  Every certificate
issued when the corporation is authorized to issue more than one class or
series of stock shall set forth on its face or back either the full text of
the preferences, voting powers, qualifications and special and relative
rights of the shares of each class and series authorized to be issued or a
statement of the existence of such preferences, powers, qualifications and
rights, and a statement that the corporation will furnish a copy thereof to
the holder of such certificate upon written request and without charge.
     SECTION 2.  TRANSFER OF STOCK.  The stock of the corporation shall be
transferable, so as to affect the rights of the corporation, only by
transfer recorded on the books of the corporation, in person or by duly
authorized attorney, and upon the surrender of the certificate of
certificates properly endorsed or assigned.
     SECTION 3.  EQUITABLE INTERESTS NOT RECOGNIZED.  The corporation shall
be entitled to treat the holder of record of any share or shares of stock
as the holder in fact hereof and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part
of any other person except as may be otherwise expressly provided by law.
     SECTION 4.  LOST OR DESTROYED CERTIFICATES.  The Directors of the
corporation may, subject to Massachusetts General Laws, Chapter 156B,
Section 29, as amended from time to time, determine the conditions upon
which a new certificate of stock may be issued in place of any certificate
alleged to have been lost, destroyed, or mutilated.
                               ARTICLE FIFTH
                        STOCK IN OTHER CORPORATIONS
     Except as the Directors may otherwise designate, the President or
Treasurer may waive notice of, and appoint any person or persons to act as
proxy or attorney in fact for this corporation (with or without power of
substitution) at, any meeting of stockholders or shareholders of any other
corporation or organization, the securities of which may be held by this
corporation.
                               ARTICLE SIXTH
                           Inspection of Records
     BOOKS, ACCOUNTS, DOCUMENTS AND RECORDS OF THE CORPORATION SHALL BE
OPEN TO INSPECTION BY ANY DIRECTOR AT ALL TIMES DURING THE USUAL HOURS OF
BUSINESS.  THE ORIGINAL, OR ATTESTED COPIES, OF THE ARTICLES OF
ORGANIZATION, BY-LAWS AND RECORDS OF ALL MEETINGS OF THE INCORPORATORS AND
STOCKHOLDERS, AND THE STOCK AND TRANSFER RECORDS, WHICH SHALL CONTAIN THE
NAMES OF ALL STOCKHOLDERS AND THE RECORD ADDRESS AND THE AMOUNT OF STOCK
HELD BY EACH, SHALL BE KEPT IN MASSACHUSETTS AT THE PRINCIPAL OFFICE OF THE
CORPORATION, OR AT AN OFFICE OF ITS TRANSFER AGENT OR OF THE CLERK OR OF
ITS REGISTERED AGENT.  SAID COPIES AND RECORDS NEED NOT ALL BE KEPT IN THE
SAME OFFICE.  THEY SHALL BE AVAILABLE AT ALL REASONABLE TIMES TO THE
INSPECTION OF ANY STOCKHOLDER FOR ANY PROPER PURPOSE BUT NOT TO SECURE A
LIST OF STOCKHOLDERS FOR THE PURPOSE OF SELLING SAID LIST OR COPIES THEREOF
OR OF USING THE SAME FOR A PURPOSE OTHER THAN IN THE INTEREST OF THE
APPLICANT, AS A STOCKHOLDER, RELATIVE TO THE AFFAIRS OF THE CORPORATION.
                              ARTICLE SEVENTH
                CHECKS, NOTES, DRAFTS AND OTHER INSTRUMENTS
     Checks, notes, drafts and other instruments for the payment of money
drawn or endorsed in the name of the corporation may be signed by any
officer or officer or person or persons authorized by the Directors to sign
the same.  No officer or person shall sign any such instrument as aforesaid
unless authorized by the Directors to do so.
                              ARTICLE EIGHTH
                                   Seal
     THE SEAL OF THE CORPORATION SHALL BE CIRCULAR IN FORM, BEARING ITS
NAME, THE WORD "MASSACHUSETTS", AND THE YEAR OF ITS INCORPORATION.  THE
TREASURER SHALL HAVE CUSTODY OF THE SEAL AND MAY AFFIX THE SEAL (AS MAY ANY
OTHER OFFICER IF AUTHORIZED BY THE DIRECTORS) TO ANY INSTRUMENT REQUIRING
THE CORPORATE SEAL.
                               ARTICLE NINTH
     THE FISCAL YEAR OF THE CORPORATION SHALL BE THE 52 OR 53 WEEK PERIOD
ENDING WITH THE LAST SATURDAY OF JUNE IN EACH YEAR.
                               ARTICLE TENTH
                                AMENDMENTS
     These By-Laws may only be amended, altered, changed or repealed (a) at
a meeting of this corporation's stockholders, called at least in part for
the purpose of considering the proposed amendment, by the affirmative vote
of at least a majority of the shares of each class represented in person or
by proxy at such meeting and entitled to vote thereon, which majority must
include at least 60% of all shares of each class held by Non-Acquiring
Stockholders present in person or by proxy at such meeting and entitled to
vote, or (b) at a meeting of the Board of Directors called at least in part
for the purpose of considering the proposed amendment by the affirmative
vote of at least 60% of the Non-Acquiring Directors then in office.  Any
By-Law adopted or amended by the Directors may be further amended or
repealed by the stockholders in the manner described above.
     A CORPORATION, PERSON OR OTHER ENTITY WHICH AFTER THE END OF THE
COMPANY'S 1983 FISCAL YEAR (JUNE 25, 1983) FOR THE FIRST TIME BECAME OR
BECOMES THE BENEFICIAL OWNER, DIRECTLY OR INDIRECTLY, OF 5% OR MORE OF THIS
CORPORATION'S OUTSTANDING VOTING SECURITIES (TAKEN TOGETHER AS A SINGLE
CLASS) IS REFERRED TO IN THIS BY-LAW AS AN "ACQUIRING ENTITY".  FOR
PURPOSES OF THIS BY-LAW, ANY STOCKHOLDER WHO IS NOT AN ACQUIRING ENTITY
SHALL BE KNOWN AS A "NON-ACQUIRING STOCKHOLDER" AND ANY MEMBER OF THE BOARD
OF DIRECTORS WHO IS UNAFFILIATED, DIRECTLY OR INDIRECTLY, WITH AN ACQUIRING
ENTITY, SHALL BE KNOWN AS A "NON-ACQUIRING DIRECTOR."
     For purposes of this by-law, any corporation, person or entity will be
deemed to be beneficial owner of any voting securities of this corporation:
     (A)  WHICH IT OWNS DIRECTLY, WHETHER OR NOT OF RECORD, OR
     (b)  which it has the right to acquire pursuant to any agreement or
           arrangement or understanding or upon exercise of conversion
           rights, exchange rights, warrants or options or otherwise, or
     (C)  WHICH ARE BENEFICIALLY OWNED, DIRECTLY OR INDIRECTLY (INCLUDING
           SHARES DEEMED TO BE OWNED THROUGH APPLICATION OF CLAUSE (B)
           ABOVE), BY ANY "AFFILIATE" OR "ASSOCIATE" AS THOSE TERMS ARE
           DEFINED IN RULE 12B-2 OF THE GENERAL RULES AND REGULATIONS UNDER
           THE SECURITIES EXCHANGE ACT OF 1934 AS IN EFFECT ON NOVEMBER 9,
           1983, OR
     (d)  which are beneficially owned, directly or indirectly (including
           shares deemed owned through application of clause (b) above), by
           any other corporation, person or entity with which it or any of
           its "affiliates" or "associates" has any agreement or
           arrangement or understanding for the purpose of acquiring,
           holding, voting or disposing of voting securities of this
           corporation.
     FOR THE PURPOSES ONLY OF DETERMINING WHETHER A CORPORATION, PERSON OR
OTHER ENTITY OWNS BENEFICIALLY, DIRECTLY OR INDIRECTLY, 5% OR MORE OF THE
OUTSTANDING VOTING SECURITIES OF THIS CORPORATION, THE OUTSTANDING VOTING
SECURITIES OF THIS CORPORATION WILL BE DEEMED TO INCLUDE ANY VOTING
SECURITIES THAT MAY BE ISSUABLE PURSUANT TO ANY AGREEMENT, ARRANGEMENT OR
UNDERSTANDING OR UPON EXERCISE OF CONVERSION RIGHTS, EXCHANGE RIGHTS,
WARRANTS, OPTIONS OR OTHERWISE WHICH ARE DEEMED TO BE BENEFICIALLY OWNED BY
SUCH CORPORATION, PERSON OR OTHER ENTITY PURSUANT TO THE FOREGOING
PROVISIONS OF THIS BY-LAW.
     A majority of the Non-Acquiring Directors of this corporation shall
have the power and duty to determine, on the basis of information known to
them after reasonable inquiry, all facts necessary to determine compliance
with this by-law, including without limitation (a) whether a person is an
Acquiring Entity, (b) the number of shares of voting stock beneficially
owned by any person, (c) whether a person is an affiliate of another, and
(d) all other issues of fact needed to be determined hereunder; and the
good faith determination of a majority of the Non-Acquiring Directors on
such matters shall be conclusive and binding.
                             ARTICLE ELEVENTH
                     Transactions With Related Parties
     THE CORPORATION MAY ENTER INTO CONTRACTS OR TRANSACT BUSINESS WITH ONE
OR MORE OF ITS DIRECTORS, OFFICERS, OR STOCKHOLDERS OR WITH ANY
CORPORATION, ASSOCIATION, TRUST COMPANY, ORGANIZATION OR OTHER CONCERN IN
WHICH ANY ONE OR MORE OF ITS DIRECTORS, OFFICERS OR STOCKHOLDERS ARE
DIRECTORS, OFFICERS, TRUSTEES, SHAREHOLDERS, BENEFICIARIES OR STOCKHOLDERS
OR OTHERWISE INTERESTED AND OTHER CONTRACTS OR TRANSACTIONS IN WHICH ANY
ONE OR MORE OF ITS DIRECTORS, OFFICERS OR STOCKHOLDERS IS IN ANY WAY
INTERESTED; AND IN THE ABSENCE OF FRAUD, NO SUCH CONTRACT OR TRANSACTION
SHALL BE INVALIDATED OR IN ANY WAY AFFECTED BY THE FACT THAT SUCH
DIRECTORS, OFFICERS OR STOCKHOLDERS OF THE CORPORATION HAVE OR MAY HAVE
INTERESTS WHICH ARE OR MIGHT BE ADVERSE TO THE INTEREST OF THE CORPORATION
EVEN THOUGH THE VOTE OR ACTION OF DIRECTORS, OFFICERS OR STOCKHOLDERS
HAVING SUCH ADVERSE INTERESTS MAY HAVE BEEN NECESSARY TO OBLIGATE THE
CORPORATION UPON SUCH CONTRACT OR TRANSACTION.  AT ANY MEETING OF THE BOARD
OF DIRECTORS OF THE CORPORATION (OR ANY DULY AUTHORIZED COMMITTEE THEREOF)
WHICH SHALL AUTHORIZE OR RATIFY ANY SUCH CONTRACT OR TRANSACTION, ANY SUCH
DIRECTOR OR DIRECTORS, MAY VOTE OR ACT THEREAT WITH LIKE FORCE AND EFFECT
AS IF HE HAD NOT SUCH INTEREST, PROVIDED, in such case the nature of such
interest (though not necessarily the extent or details thereof) shall be
disclosed or shall have been known to the Directors or a majority thereof.
A general notice that a Director or officer is interested in any
corporation or other concern of any kind above referred to shall be a
sufficient disclosure as to such Director or officer with respect to all
contracts and transactions with such corporation or other concern.  No
Director shall be disqualified from holding office as Director or officer
of the corporation by reason of any such adverse interests.  In the absence
of fraud, no Director, officer or stockholder having such adverse interest
shall be liable to the corporation or to any stockholder or creditor
thereof or to any other person for any loss incurred by it under or by
reason of such contract or transaction, nor shall any such Director,
officer or stockholder be accountable for any gains or profits realized
thereon.
                              ARTICLE TWELFTH
                 INDEMNIFICATION OF OFFICERS AND DIRECTORS
     In order to induce officers and Directors of the corporation to serve
as such and as partial consideration for such services the corporation
shall reimburse, exonerate and hold harmless and indemnify each present and
future Director and officer of the corporation of, from and against any and
all claims and liabilities to which he may become subject by reason of his
being a Director or officer of the corporation or by reason of his alleged
acts or omissions as a Director or officer as aforesaid, and shall
reimburse, exonerate, hold harmless and indemnify each such Director and
officer for all legal and other expenses reasonably paid or incurred by him
in connection with any such claims or liabilities, whether or not at or
prior to the time when so reimbursed, exonerated, held harmless and
indemnified he had ceased to be a Director or officer of the corporation,
unless such Director or officer shall have been finally adjudged by a court
of competent jurisdiction, not to have acted in good faith in the
reasonable belief that his action was in the best interests of the
corporation.  The corporation prior to such final adjudication may
compromise, settle, pay and discharge any such claims and liabilities and
pay such expenses if such settlement, payment or discharge, as the case may
be, appears in the judgment of a majority of the Board of Directors to be
for the best interests of the corporation, evidenced by a resolution to
that effect adopted after receipt by the corporation of a written opinion
of counsel for the corporation to the effect that such director or officer
has acted in good faith in the reasonable belief that his action was in the
best interests of the corporation, in connection with the matters involved
in such compromise, settlement, payment and discharge.  The foregoing
rights of such Directors and officers shall not be exclusive of any other
rights to which they may be lawfully entitled.