Exhibit 4.2

                                     BY-LAWS

                                       OF

                               LIMCO-PIEDMONT INC.
                             a Delaware corporation
                               (the "Corporation")


                                    ARTICLE I

                                     OFFICES

         Section  1.01.   REGISTERED   OFFICE.  The  registered  office  of  the
Corporation in the State of Delaware shall be 2711 Centerville  Road, Suite 400,
Wilmington,  Delaware 19808; and the name of the registered agent of the Company
in the State of Delaware at such address is Corporation Service Company.

         Section 1.02.  OTHER OFFICES.  The Corporation may also have offices at
such other places as the Board of Directors  may from time to time  determine or
the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 2.01.  GENERAL.  All meetings of the stockholders shall be held
at such place either  within or without the State of  Delaware,  as the Board of
Directors shall determine prior to the mailing of the notice of such meeting.

         Section 2.02.  ANNUAL  MEETING.  The  Corporation  shall hold an annual
meeting of  stockholders  at a time  fixed by the  action of the  members of the
Board of Directors.  The purposes for which the annual meeting is to be held, in
addition to those prescribed by the Certificate of  Incorporation,  shall be for
electing  directors  and for such other  purposes as shall be  specified  in the
notice for the meeting  pursuant to Section 2.04 below, and only business within
such purposes may be conducted at the meeting. In the event an annual meeting is
not held at the time fixed in  accordance  with these By-Laws or the time for an
annual  meeting is not fixed in accordance  with these By-Laws to be held within
13 months after the last annual meeting was held, the  Corporation may designate
a special  meeting held  thereafter  as a special  meeting in lieu of the annual
meeting, and the meeting shall have all of the effect of an annual meeting.

         Section 2.03.  SPECIAL  MEETINGS.  Special meetings of the stockholders
may be called (i) by the President or by the Board of Directors,  or (ii) by the
Secretary,  or in case of the  death,  absence,  incapacity  or  refusal  of the
Secretary,  by another  officer,  if the holders of at least 25%, or such lesser
percentage  as the  Certificate  of  Incorporation  permits,  of all  the  votes
entitled  to be cast on any  issue  to be  considered  at the  proposed  special
meeting sign, date, and deliver to the

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Secretary one or more written demands for the meeting describing the purpose for
which it is to be held and such purpose  satisfies the  requirements  of Section
2.04  below.  Only  business  within the purpose or  purposes  described  in the
meeting notice may be conducted at a special meeting of stockholders.

         Section  2.04.   BUSINESS  OF  THE  MEETING.  At  any  meeting  of  the
stockholders,  only such business  shall be conducted as shall have been brought
before the meeting (a) by or at the  direction  of the Board of Directors or the
President of the Corporation,  or (b) by any stockholder who is a stockholder of
record at the time of giving of the notice  provided  for in this  Section,  who
shall be  entitled  to vote at such  meeting  and who  complies  with the notice
procedures set forth in this Section. For business to be properly brought before
a stockholder  meeting by a stockholder,  the stockholder must have given timely
notice thereof in writing to the Secretary. To be timely, a shareholder's notice
must be delivered to, or mailed and received at, the principal executive offices
of the  Corporation  by the Secretary in the case of an annual  meeting not less
than 150 days prior to the date such  meeting was held in the prior year,  or in
the case of any other meeting no later than the close of business on the seventh
day  following  the day on which notice of the date of the meeting was mailed or
public disclosure was made,  whichever is earlier. A shareholder's notice to the
Secretary  shall set forth as to each matter the  stockholder  proposes to bring
before the meeting (a) a brief description of the business desired to be brought
before the meeting and the reasons for conducting  such business at the meeting,
(b) the names and addresses,  as they appear on the Corporation's  books, of the
stockholder  proposing  such  business and any other  stockholder  known by such
stockholder  to be  supporting  such  proposal,  (c) the number of shares Common
Stock that are beneficially  owned by the stockholder and any other stockholders
known by such  stockholder to be supporting such proposal,  and (d) any material
interest of the stockholder in such business.  Notwithstanding anything in these
By-Laws to the contrary, no business shall be conducted at a stockholder meeting
except in accordance with the procedures set forth in this Section. The Chairman
of the meeting shall, if the facts warrant, determine and declare to the meeting
that  certain  business  was not  properly  brought  before the  meeting  and in
accordance with the provisions of these By-Laws,  and if he should so determine,
he shall so declare to the meeting and any such  business not  properly  brought
before  the  meeting  shall not be  transacted.  Notwithstanding  the  foregoing
provisions of this Section,  a stockholder shall also comply with all applicable
requirements of the Securities  Exchange Act of 1934, as amended,  and the rules
and  regulations  thereunder  with  respect  to the  matters  set  forth in this
Section.

         Section 2.05. QUORUM. The holders of a majority of the stock issued and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy,  shall be  requisite  and shall  constitute  a quorum at all  meetings of
stockholders  for the  transaction of business  except as otherwise  provided by
statute,  the Certificate of Incorporation or these By-Laws.  If, however,  such
quorum shall not be present or represented at any meeting of  stockholders,  the
stockholders entitled to vote thereat present in person or represented by proxy,
shall have power to adjourn the meeting from time to time,  without notice other
than  announcement  at  the  meeting,   until  a  quorum  shall  be  present  or
represented.  At such  adjourned  meeting at which a quorum  shall be present or
represented  any business may be transacted  that might have been  transacted at
the meeting as originally notified.

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         Section  2.06.  REQUIREMENT  OF NOTICE.  A written  notice of the date,
time, and place of each annual and special  meeting of  stockholders  describing
the purposes of the meeting shall be given to  stockholders  entitled to vote at
the  meeting  and,  to  the  extent  required  by  law  or  the  Certificate  of
Incorporation,  to  stockholders  not entitled to vote at the meeting,  no fewer
than  seven nor more  than 60 days  before  the  meeting  date.  If an annual or
special meeting of stockholders is adjourned to a different date, time or place,
notice need not be given of the new date, time or place if the new date, time or
place, if any, is announced at the meeting before  adjournment.  If a new record
date for the  adjourned  meeting  is fixed,  however,  notice  of the  adjourned
meeting shall be given under this Section to persons who are  stockholders as of
the  new  record  date.  All  notices  to  stockholders  shall  conform  to  the
requirements of Article II.

         Section  2.07.  WAIVER OF NOTICE.  A  stockholder  may waive any notice
required by law, the  Certificate of  Incorporation,  or these By-Laws before or
after the date and time stated in the notice. The waiver shall be in writing, be
signed by the  stockholder  entitled  to the  notice,  and be  delivered  to the
Corporation  for  inclusion  with the records of the  meeting.  A  stockholder's
attendance  at a meeting:  (a) waives  objection  to lack of notice or defective
notice of the meeting,  unless the  stockholder  at the beginning of the meeting
objects to holding the meeting or transacting  business at the meeting;  and (b)
waives objection to consideration of a particular  matter at the meeting that is
not within the purpose or purposes  described in the meeting notice,  unless the
stockholder objects to considering the matter when it is presented.

         SECTION  2.08.  VOTING.  Except as otherwise  required by statute,  the
Certificate of Incorporation or these By-Laws, at every meeting of stockholders,
each stockholder of the Corporation  entitled to vote at such meeting shall have
one vote for each share of stock having voting rights held by him and registered
in his  name on the  books  of the  Corporation  at the  record  date  fixed  or
otherwise  determined for such meeting. Any vote may be given by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in writing
subscribed  by such  stockholder  or by his attorney  thereunto  authorized  and
delivered  to the  Secretary of the meeting;  provided,  however,  that no proxy
shall be voted on after three years from its date unless said proxy provides for
a longer period.  Except as otherwise  required by statute,  the  Certificate of
Incorporation  or these By-Laws,  or in electing  directors,  all matters coming
before any meeting of  stockholders  shall be decided by a majority  vote of the
stockholders of the  Corporation  present in person at such meeting and entitled
to vote thereat, a quorum being present.

         Section 2.09. LIST OF STOCKHOLDERS. A complete list of the stockholders
entitled  to vote at each  meeting of  stockholders,  arranged  in  alphabetical
order,  and  showing the  address of each  stockholder  and the number of shares
registered in the name of each  stockholder,  shall be prepared by the Secretary
or other officer of the Corporation having charge of the stock ledger. Such list
shall be open to the  examination of any  stockholder for any purpose germane to
the meeting,  during ordinary  business hours, for a period of at least ten days
prior to the meeting,  either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting, or, if not
so specified,  at the place where said meeting is to be held, and the list shall
be produced and kept at the time and place of said meeting during the whole time
thereof,  and shall be subject to the inspection of any  stockholder  who may be
present.

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                                   ARTICLE III

                                    DIRECTORS

         Section  3.01.  POWERS.  The property  and business of the  Corporation
shall be managed by or under the direction of its Board of Directors,  which may
exercise  all such  powers of the  Corporation  and do all such  lawful acts and
things as are not by statute or by the Certificate of  Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

         Section 3.02.  NOMINATION;  ELIGIBILITY  TO SERVE.  Except as otherwise
provided in Section 3.04 of this Article III concerning the filling of vacancies
on the Board of Directors, only persons who are nominated in accordance with the
procedures  set  forth  in this  Section  shall  be  eligible  for  election  as
Directors.  Nominations of persons for election to the Board of Directors of the
Corporation at a meeting of stockholders  may be made (a) by or at the direction
of the Board of Directors or any nominating or similar committee thereof, or (b)
by any stockholder of the Corporation who is a stockholder of record at the time
of giving of notice provided for in this Section,  who shall be entitled to vote
for the election of Directors at the applicable  meeting of stockholders and who
complies with the notice procedures set forth in this Section.  Such nominations
made by  stockholders  shall be made pursuant to timely notice in writing to the
Secretary. To be timely, a stockholder's notice shall be delivered to, or mailed
and received  at, the  principal  executive  offices of the  Corporation  by the
Chairman, if any, the Chief Executive Officer, President, Treasurer or Secretary
of the  Corporation  not less  than 60 days nor more  than 90 days  prior to the
meeting at which such nominees may be elected;  provided,  however,  that in the
event that less than 70 days' notice or prior public  disclosure  of the date of
the meeting is given or made to  stockholders,  notice by the  stockholder to be
timely must be  received at the  Corporation's  principal  executive  office not
later than the close of business on the seventh day  following  the day on which
such notice of the date of the meeting was mailed or such public  disclosure was
made, whichever is earlier.  Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or reelection
as a Director,  all  information  relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors, or is otherwise
required,  in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended  (including such person's written consent to being named
in the proxy  statement  as a nominee and to serving as a Director if  elected),
including without limitation,  such person's name, age, business and residential
address,  shares  owned and  employment  status,  and (b) as to the  stockholder
giving  the  notice,  (i)  the  names  and  addresses,  as  they  appear  on the
Corporation's  books, of such  stockholder and any other  stockholders  known by
such  stockholder to be supporting  the election of the proposed  nominee(s) and
(ii) the class and  number of shares of the  Corporation  that are  beneficially
owned by such stockholder and any other stockholder known by such stockholder to
be  supporting  the election of the proposed  nominee(s).  At the request of the
Board of Directors,  any person nominated by the Board of Directors for election
as a Director shall furnish to the Secretary that information required to be set
forth in a stockholder's  notice of nomination that pertains to the nominee. The
Chairman,  if any, or Chief Executive Officer or President of the Corporation at
the stockholders'  meeting pertaining to the election of directors shall, if the
facts  warrant,  determine and declare to

<PAGE>

the meeting that a nomination  was not made in  accordance  with the  procedures
prescribed by these By-Laws, and if he should so determine,  he shall so declare
to  the   meeting   and  the   defective   nomination   shall  be   disregarded.
Notwithstanding  the foregoing  provisions of this Section,  a stockholder shall
also comply with all applicable  requirements of the Securities  Exchange Act of
1934, as amended,  and the rules and regulations  thereunder with respect to the
matters set forth in this Section.

         Section 3.03. NUMBER. The number of directors that shall constitute the
whole Board of Directors  shall initially be three and shall at all times be not
less  than  three  nor more  than  seven  and  shall be such  number as shall be
determined  from  time to time by  resolution  of the  Board of  Directors.  Any
director  may resign at any time by giving  written  notice to the  Corporation;
such resignation  shall take effect  immediately upon receipt by the Corporation
of such notice, if no time is specified  therein,  or at such later time as such
director may specify.  The directors  shall be elected at the annual  meeting of
the stockholders, except as provided in Section 3.04, and each director shall be
elected to serve until his successor shall be elected and qualified or until his
earlier resignation or removal.

         Section  3.04.  VACANCIES.  If any  vacancies  occur  in the  Board  of
Directors caused by death, resignation, retirement,  disqualification or removal
from office of any directors or otherwise, or any new directorship is created by
any increase in the authorized number of directors,  a majority of the directors
then in each office,  though less than a quorum, or the remaining  directors may
reduce the size of the Board of  Directors as provided in Section 3.02 or choose
a successor  or  successors,  or fill the newly  created  directorship,  and the
director  so  chosen  shall  hold  office  until  the  next  annual  meeting  of
stockholders  and until his  successor  shall be duly  elected and  qualified or
until his earlier resignation or removal.

         Section  3.05.  MEETINGS.  Meetings of the Board of Directors  shall be
held at such place  within or without  the State of Delaware as may from time to
time be fixed by resolution of the stockholders or Board of Directors, or as may
be  specified  in the notice of the  meeting.  Regular  meetings of the Board of
Directors  shall be held at such  times  and  places as may from time to time be
fixed by  resolution of the Board of Directors,  and special  meetings  shall be
held when  called by the  Secretary  pursuant to order of the  President  or any
director  (except  that if more than one meeting is called by  directors  in any
period of 180 days or less,  each such meeting so called may be called only by a
majority of the  directors  then in office),  at such time and place as shall be
specified in the notice or waiver thereof.  Notice of each special meeting shall
be given by the Secretary or by a person calling the meeting to each director by
mailing the same,  first-class  postage  prepaid,  at least five days before the
date of the meeting or  personally or by  telegraphing,  sending by facsimile or
telephoning  not later than three days before the  meeting.  Each newly  elected
Board of  Directors  shall meet and  organize at the place of the meeting of the
stockholders on the same date as the annual meeting of the stockholders at which
such Board of Directors was elected and as soon as reasonably  practicable after
the  adjournment  of such annual meeting of the  stockholders,  and no notice of
such meeting shall be necessary to the newly elected  directors in order legally
to constitute the meeting, provided a quorum shall be present. In the event such
meeting is not so held,  the meeting may be held at such time and place as shall
be specified in a notice  given as herein  provided for special  meetings of the
Board of Directors or as shall be specified in a written waiver signed by all of
the  directors.  Notice  need not be

<PAGE>

given of regular  meetings of the Board of Directors  held at the time and place
fixed by resolution of the Board of Directors.  Meetings may be held at any time
without  notice if before or after the meeting the  directors  not present waive
notice of the  meeting in  writing.  Attendance  of a  director  at a meeting of
directors without objection, at the beginning of such meeting, to the absence of
notice thereof,  shall  constitute a waiver of notice of such meeting,  with the
same force and effect as if such waiver were in writing.

         Section 3.06.  QUORUM.  At all meetings of the Board of Directors,  the
presence of a majority of the  directors  shall be necessary  and  sufficient to
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors,  except as may be otherwise  specifically provided by
statute or by the  Certificate of  Incorporation  or these By-Laws.  If a quorum
shall not be present at any meeting of directors,  the directors present thereat
may  adjourn  the  meeting  from  time  to  time,   without  notice  other  than
announcement at the meeting, until a quorum shall be present.

         Section 3.07. COMMITTEES.  The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board of Directors,  designate one
or more committees, each committee to consist of one or more of the directors of
the Corporation, which, to the extent provided in said resolution or resolutions
and subject to any  restrictions  imposed by applicable  law, shall have and may
exercise the powers of the Board of Directors in the  management of the business
and affairs of the  Corporation.  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. Unless otherwise provided in the resolution of the Board
of Directors  designating a committee,  each  committee  shall have the power to
adopt rules and regulations for the calling and holding of meetings,  and in the
absence of the adoption of such rules and  regulations  the  provisions of these
By-Laws  relating  to the  calling  and  holding  of  meetings  of the  Board of
Directors shall apply.  Unless otherwise provided in the resolution of the Board
of Directors designating a committee, each committee may select a Chairman and a
majority of a  committee  shall  constitute  a quorum.  A  committee  shall keep
minutes of its meetings. The Board of Directors shall have the power at any time
to fill  vacancies  in, to change the  membership  of, or to discharge  any such
committee.

         Section  3.08.  REMOVAL OF  DIRECTORS.  At any  special  meeting of the
stockholders  duly called for that  purpose as provided  in these  By-Laws,  any
director or directors, by the affirmative vote of the holders of not less than a
majority  of all  shares  of  stock  outstanding  and  entitled  to vote for the
election of  directors,  may be removed from office either with or without cause
and the remaining  directors will fill any vacancy or vacancies  created by such
removal in accordance  with the provisions of Section 3.04 of these By-Laws.  At
any meetings of the Board of Directors,  any director or directors,  by the vote
of a majority of the Board of  Directors,  may be removed  from office for cause
and his  successor or their  successors  elected  pursuant to the  provisions of
Section 3.04 of these By-Laws.

         Section 3.09. INTERESTED DIRECTORS.  No contract or transaction between
the  Corporation  and one or more of its  directors or officers,  or between the
Corporation  and any  other  corporation,  partnership,  association,  or  other
organization  in which one or more of its directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely

<PAGE>

for this  reason,  or solely  because  the  director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose,  if: (1) the material facts as to his  relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee,  and the Board of Directors or committee in
good faith authorizes the contract or transaction by the affirmative  votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a  quorum;  or (2) the  material  facts as to his  relationship  or
interest and as to the contract or transaction are disclosed or are known to the
stockholders  entitled  to vote  thereon,  and the  contract or  transaction  is
specifically  approved  in good  faith by vote of the  stockholders;  or (3) the
contract  or  transaction  is fair as to the  Corporation  as of the  time it is
authorized, approved or ratified by the Board of Directors, a committee thereof,
or  the  stockholders.   Common  or  interested  directors  may  be  counted  in
determining  the  presence of a quorum at a meeting of the Board of Directors or
of a committee that authorizes the contract or transaction.

         Section 3.10.  INFORMAL ACTION.  Any action required or permitted to be
taken at any meeting of the Board of Directors or any  committee  thereof may be
taken without a meeting if a written consent thereto is signed by all members of
the Board of Directors or of the committee, as the case may be, and such written
consent is filed with the minutes of  proceedings  of the Board of  Directors or
such committee.

         Section 3.11. MEETINGS VIA CONFERENCE  TELEPHONE.  Members of the Board
of  Directors,  or any  committee  designated  by the  Board of  Directors,  may
participate  in a meeting of the Board of Directors or a committee by means of a
conference  telephone or similar  communications  equipment in which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this Section shall constitute presence in person at such meeting.

         Section 3.12. COMPENSATION OF DIRECTORS. Directors who are not salaried
officers or salaried  employees of the Corporation  shall be entitled to receive
such  compensation  for their services as may from time to time be determined by
resolution  of the Board of Directors,  and all  directors  shall be entitled to
reimbursement  of their  reasonable  expenses of  attendance  at each regular or
special meeting of the Board of Directors.  Like  compensation may be allowed by
the Board of Directors for  attendance  at committee  meetings.  Nothing  herein
contained  shall  be  construed  to  preclude  any  Director  from  serving  the
Corporation as a salaried officer or salaried employee, or from rendering advice
or services to the Corporation in any other capacity, and receiving remuneration
therefor.

                                   ARTICLE IV

                                    OFFICERS

         Section 4.01.  NUMBER.  The officers of the Corporation shall be chosen
by the directors in their sole discretion with such titles, powers and duties as
the Board of Directors shall designate.  More than one office may be held by the
same person.

<PAGE>

         Section 4.02. TERM AND REMOVAL.  Each officer of the Corporation  shall
hold office until his  successor  is elected and  qualified or until his earlier
resignation  or  removal.  Any  officer  elected  or  appointed  by the Board of
Directors may be removed at any time,  with or without cause, by the affirmative
vote of a majority  of the whole Board of  Directors.  Any officer may resign at
any time by giving written notice to the  Corporation;  such  resignation  shall
take effect  immediately upon receipt by the Corporation if no time is specified
therein, or at such later time as such officer may specify. If the office of any
officer becomes vacant for any reason, the vacancy may be filled by the Board of
Directors.

         Section 4.03. POWERS AND DUTIES.  The officers of the Corporation shall
each  have  such  powers  and  duties  as  may be  prescribed  by  statute,  the
Corporation's  Certificate  of  Incorporation  or these  By-Laws  or,  if not so
prescribed,  as generally pertain to their respective  offices,  as well as such
powers  and  duties  as from  time to time  may be  conferred  by the  Board  of
Directors.

         Section 4.04. VOTING CORPORATION'S SECURITIES. Unless otherwise ordered
by the Board of  Directors,  the  President  or, in the event of his  absence or
inability to act, any Vice  President,  shall each have full power and authority
on behalf of the  Corporation  to attend and to act and to vote, in person or by
proxy,  at any  meetings  of  security  holders  of  corporations  in which  the
Corporation  may hold  securities,  and at such  meetings  shall possess and may
exercise  any and all  rights  and  powers  incident  to the  ownership  of such
securities,  and which as the owner thereof the Corporation might have possessed
and  exercised  if present.  Such rights and powers  shall  include the right to
waive notice of meetings and to consent to action taken  without a meeting.  The
Board of Directors by  resolution  from time to time may confer like powers upon
any other person or persons.

                                    ARTICLE V

                              CERTIFICATES OF STOCK

         Section 5.01. FORM. The interest of each stockholder shall be evidenced
by a certificate or certificates  for shares of stock of the Corporation in such
form as the Board of Directors may from time to time prescribe. The certificates
of stock shall be signed by the President, or a Vice President and the Treasurer
or the  Secretary  and sealed with the seal of the  Corporation,  which may be a
facsimile,  engraved,  imprinted or affixed.  Any or all of the  signatures on a
certificate may be a facsimile. In case any officer, transfer agent or registrar
who  has  signed  or  whose  facsimile  signature  has  been  placed  upon  such
certificate shall have ceased to be an officer,  the transfer agent or registrar
before such certificate is issued,  it may be issued by the Corporation with the
same effect as if such officer, transfer agent or registrar had not ceased to be
such at the time of its issue.

         Section 5.02. LOST, STOLEN OR DESTROYED  CERTIFICATES.  No certificates
for  shares  of  stock  of the  Corporation  shall  be  issued  in  place of any
certificates  alleged  to have  been  lost,  stolen  or  destroyed  except  upon
production  of  such  evidence  of the  loss,  theft  or  destruction  and  upon
indemnification  of the  Corporation  and its agents to such  extent and in such
manner as the Board of Directors from time to time may prescribe.

<PAGE>

         Section  5.03.  TRANSFERS.  Transfers of shares of the capital stock of
the  Corporation  shall  be made  only on the  books of the  Corporation  by the
registered  holder  thereof,  or by his attorney  thereunto  authorized,  and on
surrender of the certificate or certificates for such shares properly  endorsed.
The Board of  Directors  from time to time may make  such  additional  rules and
regulations  as it may deem  expedient,  not  inconsistent  with these  By-Laws,
concerning the issue,  transfer and  registration of certificates  for shares of
the capital stock of the Corporation.

         Section 5.04. FIXING RECORD DATE. (a) In order that the Corporation may
determine  the  stockholders  entitled to notice of or to vote at any meeting of
stockholders or any adjournment  thereof,  or entitled to receive payment of any
dividend  or other  distribution  or  allotment  of any  rights,  or entitled to
exercise any rights in respect of any change,  conversion  or exchange of stock,
or for the purpose of any other lawful  action,  the Board of Directors may fix,
in advance,  a record date, which shall not be more than sixty nor less than ten
days  before  the date of such  meeting,  nor more than  sixty days prior to any
other action.  Only such  stockholders as shall be stockholders of record on the
date so fixed shall be  entitled to notice of, and to vote at, such  meeting and
any  adjournment  thereof,  or to  receive  payment  of such  dividend  or other
distribution,  or to  exercise  such  rights  in  respect  of any  such  change,
conversion or exchange of stock,  or to participate in such action,  as the case
may  be,  notwithstanding  any  transfer  of  any  stock  on  the  books  of the
Corporation after any record date so fixed.

         (b) If no  record  date is fixed by the  Board  of  Directors,  (i) the
record date for determining  stockholders  entitled to notice of or to vote at a
meeting  of  stockholders  shall  be at the  close of  business  on the day next
preceding  the date on which  notice  is  given,  and (ii) the  record  date for
determining stockholders for any other purpose shall be at the close of business
on the day on which  the  Board of  Directors  adopts  the  resolution  relating
thereto.

         (c) A determination of stockholders of record entitled to notice of and
to vote at a meeting  of  stockholders  shall  apply to any  adjournment  of the
meeting;  PROVIDED,  HOWEVER,  that the Board of Directors  may fix a new record
date for the adjourned meeting.

         Section 5.05.  HOLDER OF RECORD.  The Corporation  shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, 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,
whether  or not it  shall  have  express  or other  notice  thereof,  except  as
otherwise provided by the laws of Delaware.

         Section  5.06.  EXAMINATION  OF BOOKS  BY  STOCKHOLDERS.  The  Board of
Directors shall have the power to determine,  from time to time,  whether and to
what  extent  and at what  times  and  places  and  under  what  conditions  and
regulations the accounts and books and documents of the  Corporation,  or any of
them,  shall be open to the  inspection  of the  stockholders;  and,  except  as
otherwise  provided  by  law  or  determined  by  the  Board  of  Directors,  no
stockholder  shall  otherwise  have any right to inspect  any account or book or
document of the Corporation.

<PAGE>

                                   ARTICLE VI

                               GENERAL PROVISIONS

         Section 6.01.  DIVIDENDS.  Dividends upon the stock of the Corporation,
subject to the provisions of the  Certificate of  Incorporation,  if any, may be
declared by the Board of Directors at any regular or special  meeting,  pursuant
to law. Dividends may be paid in cash, in property,  or in shares of the capital
stock, subject to the provisions of the Certificate of Incorporation.

         Section 6.02.  CHECKS. All checks or demands for money and notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons as the Board of Directors from time to time may designate.  Such signing
may be in facsimile if so authorized by the Board of Directors.

         Section 6.03.  CORPORATE  SEAL. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its incorporation and the words
"Corporate  Seal,  Delaware." Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                   ARTICLE VII

                                   AMENDMENTS

         Section 7.01.  AMENDMENTS.  These By-Laws may be altered or repealed by
the affirmative  vote of a majority of the directors then in office and may also
be amended by the affirmative vote of at least 75% of the outstanding  shares of
Common Stock of the Corporation issued and outstanding and entitled to vote, or,
if  the  Board  of  Directors  recommends  that  the  stockholders  approve  the
amendment,  by the  affirmative  vote of the majority of the Common Stock of the
Corporation issued and outstanding and entitled to vote.


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