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BASE10                                                           Exhibit 3(e)

                                       BY-LAWS

                       As amended: November 20, 1980
                                   March 15, 1994
                                   February 1, 1993
                                   October 13, 1997

                             ARTICLE I - OFFICERS

         Section 1. The Corporation shall maintain its principal office at 
One Electronics Drive, Trenton, New Jersey. The Corporation may also have 
offices in such other places, in the United States or elsewhere, as the Board 
of Directors may, from time to time, appoint or as the business of the 
Corporation may require.

                              ARTICLE II - SEAL

         Section 1. The seal of the Corporation shall be circular in form and 
shall have the name of the Corporation on the circumference and the words and 
numerals "Incorporated New Jersey 1966" in the center.

                     ARTICLE III - MEETING OF STOCKHOLDERS

         Section 1. Meetings of the stockholders of the Corporation shall be  
held at the principal office of the Corporation in the State of New Jersey, 
or at such other place within or without the state of New Jersey as may, from 
time to time be designated by its Board of Directors.*

         Section 2. The Annual Meeting of the Stockholders of the Corporation 
shall take place each year on or before the last day of the fifth month after 
the close of the fiscal year on such specific date and at such time and place 
as shall be fixed by resolution of the Board of Directors. The Annual Meeting 
shall be called to order between the hours of 9 a.m. and 5 p.m. Any business 
which may properly be brought before the meeting of the Stockholders may be 
considered and transacted at the Annual Meeting.

         Section 3. Special meetings of the Stockholders may be called by the 
Chairman of the Board, the President, or by a majority of the Board of 
Directors, or by holders of record of not less than one-fourth of the stock 
having voting power of the Corporation entitled to vote at such special 
meeting.

         Section 4. Written notice of all meetings of the Stockholders shall 
be mailed to or delivered to each stockholder entitled to vote thereat at 
least ten days prior to the meeting. Such notice shall state in general terms 
the purposes for which the meeting is to be held.

         Section 5. Every shareholder entitled to vote at a meeting of 
shareholders or to express consent or dissent without a meeting may authorize 
another person or persons to act for him by a proxy which shall be executed 
in writing by the shareholder or his agent.

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*As amended March 15, 1994.


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         Section 6. Subject to the requirements of law, only those persons 
shall be entitled to vote at any meeting in whose names shares entitled  to 
vote stand on the corporation's stock records on the record date for voting 
fixed in accordance with Article VII of these By-Laws.

         When a quorum is present at any meeting, the vote of the holders of 
a majority of the stock having voting power present in person or represented 
by proxy shall decide any question brought before such meeting, unless the 
question is one upon which by express provision of the statutes or of the 
Certificate of Incorporation, a different vote is required in which case 
such express provision shall govern and control the decision of such question.

         Each stockholder shall at every meeting of the stockholders be 
entitled to such votes in person or by proxy as he may be empowered to cast 
by the Certificate of Incorporation.

         Section 7. A quorum for the transaction of business at any meeting 
shall be comprised of the presence, in person or by proxy, of the holders of 
a majority of the voting power. If, however, any business comes before the 
meeting requiring approval (under applicable law or the Certificate of 
Incorporation) of the holders of any class of capital stock voting as a 
separate class, then the presence, in person or by proxy, of the holders of a 
majority of the outstanding shares of that class is necessary to transact 
that business. The stockholders present at a duly called or held meeting at 
which a quorum is present may continue to do business until adjournment, 
notwithstanding the withdrawal of enough stockholders to leave less than a 
quorum.

         Section 8.  The Chairman presiding at any meeting of stockholders 
shall have power, in his discretion, to appoint one or more persons to act 
as inspectors or tellers, to receive, canvass and report the votes cast by 
the stockholders at such meeting; but no candidate for the office of Director 
shall be appointed as inspector or teller at any meeting for the election of 
Directors.

         Section 9. The Chairman of the Board of Directors of the 
Corporation, and, in his absence, the President shall preside at all meetings 
of the stockholders; and, in the absence of the Chairman of the Board of 
Directors and the President, the vote of a majority of the stock having 
voting power, present or represented by proxy, shall elect a Chairman.

         Section 10. The Secretary of the Corporation shall act as Secretary 
of all meetings of the stockholders; and, in his absence, the Chairman shall 
appoint a person to act as Secretary of the meeting.

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                        ARTICLE IV - BOARD OF DIRECTORS

   Section 1.  The property, business and affairs of the Corporation shall
be managed and controlled by its Board of Directors.  The number of Directors 
which shall constitute the whole Board shall not be less than three or more 
than ten*.  Within such limits, the number of Directors shall be determined 
by resolution of the Board of Directors.  The Directors shall be elected at 
the annual shareholders' meetings, except as provided in the second paragraph 
of this Article.  Directors need not be shareholders.  The Directors shall be 
divided into three classes, each consisting of one-third of such Directors as 
nearly as may be.  At the annual shareholders' meeting 1978, one class of 
such Directors shall be elected for a one-year term, one class for a two-year 
term, and one class for a three-year term.  At each succeeding annual 
shareholders' meeting beginning in 1979, successors to the class of Directors 
whose term expires at such annual meeting shall be elected for a three-year 
term.  If the number of such Directors is changed, any increase in such 
Directors shall be apportioned among the classes so as to maintain the 
classes as nearly equal in number as possible, and any additional Director of 
any class shall hold office for a term which shall coincide with the 
remaining term of such class.  A Director shall hold office until the annual 
meeting for the year in which his term expires and until his successor shall 
be elected and shall qualify, subject, however, to prior death, resignation, 
retirement, disqualification, or removal from office.  Directors may be 
removed by the shareholders only for cause, in accordance with the law.

   Section 2.  If any vacancy occurs in the Board of Directors caused by 
death, resignation, retirement, disqualification or removal from office of 
any Director, or otherwise, or any new directorship is created by an increase 
in the authorized number of Directors, a majority of the Directors then in 
office, though less than a quorum, may choose a successor or successors, or 
fill the newly created directorship.  Any Director elected to fill a vacancy 
shall have the same remaining term as that of his predecessor.

   Section 3.  The Board of Directors may hold meetings and keep the books 
of the Corporation outside the State of New Jersey.  But, unless otherwise 
specified in the notice of the meeting, all meetings of the Board of 
Directors shall be held at the principal office of the Corporation in the 
State of New Jersey.

   Section 4.  A meeting of the newly elected Board of Directors, of which 
no notice shall be necessary provided a majority of the whole Board shall be 
present, shall be held immediately following the Annual Meeting of the 
Stockholders or immediately following any adjournment thereof at which the 
Board of Directors shall have been elected for the ensuing year for the 
purpose of the organization of the newly elected Board, and the appointment 
of officers for the ensuing year, and for the transaction of such other 
business as may conveniently and properly be brought before such meeting.

   Section 5.  Regular meetings of the Board of Directors shall be held at 
such times and places as shall, from time to time, be fixed by resolution 
adopted by the Board and no notice of such regular meetings need be given.



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* Adopted February 1, 1993.

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   Section 6. Special meetings of the Board of Directors may be called by the 
Chairman of the Board, the President, or by any two Directors.

   Section 7. Written notice of the time, place and purposes of any special 
meeting of the Board of Directors shall be given to the Directors by the 
Secretary at least five days before the meeting, if mailed, or at least two 
days if delivered personally or by telegram. It shall be the duty of the 
Secretary, notwithstanding notice thereof be not required, also to give like 
notice in like manner of the time and place of regular meetings of the Board.

   Section 8. A majority of the whole Board of Directors shall constitute a 
quorum at any meeting of the Board. Every act or decision done or made by a 
majority of the directors present at a meeting of the Board duly held, at 
which a quorum is present, shall be the act of the Board of Directors.

   Section 9. Any action required or permitted to be taken by the Board of 
Directors may be taken without a meeting, if all members of the board shall 
individually or collectively consent to such action. Such written consent or 
consents to such action shall be filed with the minutes of the proceedings 
of the Board. Such action by written consent shall have the same force and 
effect as a unanimous vote of such directors.

   Section 10. 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 such participation in a meeting shall 
constitute presence in person at the meeting.

   Section 11. The Board of Directors shall have power to fix compensation to 
Directors for attendance upon meetings of the Board of committees thereof. 
Traveling expenses of members incurred in attendance thereon may be paid by 
the Corporation with the approval of the Board of Directors.

   Section 12. The Board of Directors may, by resolution passed by a 
majority of the whole Board, designate one or more committees, each committee 
to consist of one or more of the directors of the corporation. Any such 
committee, to the extent provided in the resolution of the Board of 
Directors, shall have and may exercise all the powers and authority of the 
Board of Directors 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; but no such committee shall have the power 
or authority to:

      a. make, alter or repeal any by-law of the Corporation;

      b. elect or appoint any director, or remove any office or director;

      c. submit to shareholders any action that requires shareholders's 
approval; or

      d. amend or repeal any resolution theretofore adopted by the board 
which by its terms is amended or repealable only by the board.

   Such committee or committees shall have such name or names as may be 
determined from time to time by resolution adopted by the Board of Directors. 
Each committee shall keep regular minutes of its meetings and report the same 
to the Board of Directors when required. (Adopted January 7, 1981.)



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                              ARTICLE V - OFFICERS

         Section 1. The officers of the Corporation shall be a Chairman of 
the Board or Co-Chairmen of the Board, a President, a Vice President, a 
Secretary, a Treasurer and such other assistant and/or subordinate officers 
as the Board of Directors may from time to time appoint. Any two or more 
offices may be held by the same person.*

         Section 2. The officers shall be chosen by the Board of Directors to 
hold office for one year and until their successors shall be elected for 
appointed and shall quality. Any officer chosen by the Board of Directors may 
be removed from office at any time by the affirmative vote of two-thirds of 
the whole Board of Directors.

         Section 3. The Chairman or Co-Chairman of the Board shall preside at 
all meetings of the Board of Directors, if present, and in general perform 
all duties incidental to the office of the Chairman of the Board, and shall 
perform such other duties as may be prescribed, from time to time, by the 
Board of Directors. In the event that there are then Co-Chairmen of the 
Board, then the duties incidental to the office of the Chairman of the Board 
and the other duties prescribed for the Chairman of the Board by these 
By-Laws or by the Board of Directors, shall be allocated between and 
performed by such Co-Chairmen as the Board of Directors shall from time to 
time determine. Subject to the immediately foregoing sentence of this Section 
3, whenever in these By-Laws a reference is made to the Chairman of the Board 
of Directors, such reference shall, if there are then Co-Chairmen of the 
Board, be deemed a reference to each of such Co-Chairmen.*

         Section 4. The President shall be the principle executive officer is 
charge of the administration and operations of the Corporation. He shall 
exercise such duties as customarily pertain to the office of President and 
shall have general and active management of the administration and 
operations, subject to the supervision and control of the Board of Directors, 
and he shall perform such other duties as may be described, from time to 
time, by the Board of Directors.

         Section 5. In the absence of the President of the Corporation or in 
the event of his death or inability or refusal to act, the Vice President 
shall perform the duties of the President and, when so acting, shall have all 
the powers of and be subject to all the restrictions on the President.

         When there is more than one Vice President, each of them shall so 
service in the capacity of the President in the order designated at the time 
of their election or, in the absence of any designation at the time of their 
election, in the order of their election.

         The Vice President or Vice Presidents shall perform such other 
duties as, from time to time, may be assigned by the President or by the 
Board of Directors.

         Section 6. The Treasurer shall be the chief financial and accounting 
officer and shall have general custody of the corporate funds and securities 
and general supervision of the collection and disbursement of funds of the 
Corporation and of the accounts of the Corporation.

         The Treasurer shall render to the President and the Board of 
Directors, whenever the same shall be required, an account of all his 
transactions as Treasurer and of the financial condition of the Corporation. 
He shall, if required by the Board of Directors, give bond for the faithful 
performance of his duty in such sum and with such surety as may be approved 
by the Board of Directors.

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*As amended October 13, 1997


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      Section 7.  The Secretary shall attend meetings of the Stockholders and 
Board of Directors and record the same in the Minute Book of the Corporation. 
He shall cause notice to be given of meetings of the Stockholders and of the 
Board of Directors. He shall have custody of the corporate seal and general 
charge of the records, documents, and papers of the Corporation not 
pertaining to the performance of the duties vested in other officers, and 
shall have such other powers and duties as generally pertain to the office of 
Secretary. He shall be sworn to the faithful discharge of his duties.

      Section 8.  The funds of the Corporation shall be kept in such 
depositories as shall from time to time be prescribed by the Board of 
Directors and/or the Executive Committee. All checks or other orders for the 
payment of money shall be signed by the Chairman of the Board, the President, 
any Vice President, the Treasurer, or such other person or agent as may from 
time to time be thereunto authorized by the Board of Directors and/or the 
Executive Committee, with such countersignature, if any, as may be required 
by the Board of Directors and/or the Executive Committee. Before checks or 
other orders for the payment of the funds of the Corporation are issued, 
vouchers therefore shall duly be certified as correct in accordance with the 
practice of the Corporation.

      Section 9.  The Chairman of the Board, the President, any Vice 
President, the Treasurer, or such other officer or officers as may from time 
to time be authorized by the Board of Directors or the Executive Committee, 
shall have power to sign and execute on behalf of the Corporation, deeds, 
conveyances and contracts, and any and all other documents requiring 
execution by the Corporation.

      Section 10. The Board of Directors may delegate the powers or duties of 
any officer, in case of his absence or disability, to another officer or a 
director for the time being.

      Section 11. In case any office shall become vacant, the Board of 
Directors shall have the power to fill such vacancy.

      Section 12. The Chairman of the Board, the President, any Vice 
President, the Treasurer, or such other officer or person as shall be 
authorized by the Board of Directors or the Executive Committee, shall have 
power of authority on behalf of the Corporation to attend and to vote at any 
meeting of the stockholders of any corporation in which this Corporation may 
hold stock, and may exercise on behalf of this Corporation any and all of the 
rights and powers incident to the ownership of such stock at any such 
meeting, and shall have power and authority to execute and deliver proxies 
and consents on behalf of this Corporation in connection with the exercise by 
this Corporation of the rights and powers incident to the ownership of such 
stock.


               ARTICLE VI - STOCK CERTIFICATES; TRANSFER AGENTS

      Section 1.  Certificates for stock of the Corporation shall be in such 
form as the Board of Directors may, from time to time, prescribe and shall be 
signed by the President or a Vice President and by the Treasurer, the 
Secretary, or Assistant Secretary or shall bear the facsimile signatures of 
such officers. The Board of Directors shall have power to appoint one or more 
transfer agents and/or registrars for the transfer and/or registration of 
certificates of stock of any class, and may require that stock certificates 
shall be countersigned and/or registered by one or more of such transfer 
agents and/or registrars.


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         Section 2.  Shares of capital stock of the Corporation shall be 
transferable on the books of the Corporation by the holder of record thereof 
in person or by duly authorized attorney, and upon the surrender of such 
certificate properly endorsed.

         Section 3.  In case any certificate for the capital stock of the 
Corporation shall be lost, stolen or destroyed, the Corporation may require 
such proof of the fact and such indemnity to be given as shall be deemed 
necessary or advisable by it.

         Section 4.  The Corporation shall be entitled to treat the holder of 
record of any shares of stock as the holder thereof, in fact, and shall not 
be bound to recognize any equitable or other claim to or interest in such 
shares on the part of any other person, whether or not it shall have express 
or other notice thereof, except as otherwise expressly provided by law.


                 ARTICLE VII - CLOSING TRANSFER BOOKS, ETC.

         Section 1.  The Board of Directors shall have power to close the 
stock transfer books of the Corporation for a period not exceeding sixty (60) 
days preceding the date of any meeting of stockholders or the date for 
payment of any dividend or the date for the allotment of rights or the date 
when any change or conversion or exchange of capital stock shall go into 
effect; provided that in lieu of closing the stock transfer books as 
aforesaid, the Board of Directors may fix in advance a date, not exceeding 
sixty (60) days preceding the date of any meeting of stockholders, or the 
date of the payment of any dividend or the date for the allotment of rights, 
or the date when any change or conversion or exchange of capital stock shall 
go into effect, as a record date for the determination of the stockholders 
entitled to notice of and to vote at any such meeting, or entitled to receive 
payment of any such dividends, or any such allotment or rights, or to 
exercise the rights in respect to any such change, conversion or exchange of 
capital stock, and in such case only stockholders of record on the date so 
fixed shall be entitled to such notice of and vote at such meeting, or to 
receive payment of such dividend, or allotment or rights, or exercise such 
rights as the case may be, and notwithstanding any transfer of any stock on 
the books of the Corporation after any such record date fixed as aforesaid.

         Section 2.  If the transfer books have not been closed or no date 
has been fixed as a record date for the determination of the stockholders 
entitled to vote, as herein provided, no share of stock shall be voted on at 
any election of directors, after the first election, which has been 
transferred on the books of the Corporation within sixty (60) days next 
preceding such election of Directors.


                        ARTICLE VIII - FISCAL YEAR

         Section 1.  The fiscal year of the Corporation shall commence on the 
first day of November and end on the 31st day of October in each calendar 
year. The Board of Directors shall have power to fix, and from time to time, 
change the fiscal year of the Corporation.


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                           ARTICLE IX-MISCELLANEOUS

     Section 1.  Any notice required to be given to any stockholder, Director 
or officer under the provisions of these By-Laws or otherwise shall (subject 
to the provisions of law and of the Certificate of Incorporation of the 
Corporation) be deemed to be sufficiently given if such notice be written or 
printed and be deposited in the post office addressed to such stockholder, 
director or officer at his address as the same appears on the books of record 
of the Corporation, or such notice may be sent by telegram, and the mailing 
of such notice or posting of such telegram or radiogram, as the case may be, 
shall constitute due notice.

     Section 2.  Any notice required to be given under the provisions of 
these By-Laws or otherwise may (subject to the provisions of law and the 
Certificate of Incorporation of this Corporation) be waived by the 
stockholder, director or officer to whom such notice is required to be given.

     Section 3.  At any meeting of stockholder or directors of the 
Corporation, if less than a quorum be present, the vote of a majority of the 
stock having voting power present or represented by proxy, shall nevertheless 
have power to adjourn such meeting.
                                       
                       ARTICLE X-INDEMNIFICATION; INSURANCE

     Section 1.  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 (including an action by or in the right of the Corporation) 
by reason of the fact that he is or was a director or officer of the 
Corporation against expenses (including attorneys' fees), judgments, fines 
and amounts paid in settlement to the maximum extent permitted by law, and 
shall advance expenses incurred by such person in any such action to the 
maximum extent permitted by law in accordance with the procedures provided by 
applicable law.

     Section 2.  To the extent, according to standards and in such manner as 
the Board of Directors may direct pursuant to and in accordance with 
applicable law in the particular case, 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 (including an action by or in the 
right of the Corporation) by reason of the fact that he is or was an employee 
or agent of the Corporation, or is or was serving at the request of the 
Corporation, as a director, officer, 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.

     Section 3.  The indemnification provided by this Article X shall not be 
deemed exclusive of any other rights to which those seeking indemnification 
may be entitled under any 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 director, officer, employee or agent and 
shall insure to the benefit of the heirs, executors and administrators of 
such a person.

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    Section 4.  The Corporation, acting by its Board of Directors, shall have 
power to purchase and maintain insurance on behalf of any person who is or was 
a director, officer, employee or agent of the Corporation, or is or was 
serving at the request of the Corporation as a director, officer, employee or 
agent of another corporation, partnership, joint venture, trust or other 
enterprise against any liability asserted against him and incurred by him 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 X. Nothing in this Section 4 shall 
obligate the Corporation to indemnify any person to any extent other than as 
provided in Sections 1, 2, 3 and 4 of this Article X.


                     ARTICLE XI - AMENDMENT OF BY-LAWS

    Section 1.  The Board of Directors shall have power, subject to the 
reserved power of the stockholders to alter or repeal the same, to make and 
alter the By-Laws of the Corporation.







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