Exhibit 3.2

                                     BY-LAWS
                                       of
                            IPSWICH BANCSHARES, INC.

                                    ARTICLE I

                                  Organization

        The  name  of  this  Corporation  shall  be  "Ipswich  Bancshares".  The
Corporation  shall  have  and  may  exercise  all  the  powers,  privileges  and
authority,  express,  implied and  incidental,  now or  hereafter  conferred  by
applicable law and the Corporation's Articles of Organization.

                             ARTICLE II Stockholders

               SECTION 1. Annual  Meeting.  The annual  meeting of  stockholders
shall be held on the last Wednesday in April at 4:00 p.m. (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 main  office of the  Corporation  in  Massachusetts,
unless a different  hour, date or place within the United States is fixed by the
Board of Directors,  the Chief  Executive  Officer,  the  President,  or, in the
President's  absence, the Chairman of the Board, if one is elected. If no annual
meeting has been held on the date fixed above, a special meeting in lieu thereof
may be held,  and such  special  meeting  shall have for the  purposes  of these
By-Laws or otherwise all the force and effect of an annual meeting.

               SECTION 2.  Matters to be  Considered  at Annual  Meeting.  At an
annual meeting of stockholders,  only such new business shall be conducted,  and
only such  proposals  shall be acted upon as shall have been brought  before the
annual  meeting (a) by, or at the direction  of, the Board of Directors  (unless
there is an  Interested  Stockholder,  in which case the  affirmative  vote of a
majority of the  Continuing  Directors then in office shall also be required) or
(b)  by  any  stockholder  of the  Corporation  who  complies  with  the  notice
procedures set forth in this Section 2.

        For a proposal  to be  properly  brought  before an annual  meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Clerk of the  Corporation.  To be timely,  a  stockholder's  notice  must be
delivered to, or mailed and received at, the principal  executive offices of the
Corporation  not less than 60 days nor more than 150 days prior to the scheduled
annual meeting,  regardless of any  postponements,  deferrals or adjournments of
that  meeting to a later  date;  provided,  however,  that if less than 70 days'
notice or prior public disclosure of the date of the scheduled annual meeting is
given or made,  notice by the  stockholder  to be timely must be so delivered or
received  not later than the close of  business on the tenth day  following  the
earlier  of the day on which  such  notice of the date of the  scheduled  annual
meeting  was  mailed  or  the  day  on  which  public  disclosure  was  made.
<PAGE>
A  stockholder's  notice to the Clerk  shall  set  forth as to each  matter  the
stockholder  proposes to bring before the annual meeting (a) a brief description
of the proposal  desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address, as
they  appear on the  Corporation's  books,  of the  stockholder  proposing  such
business and any other  stockholders  known by such stockholder to be supporting
such proposal,  (c) the class and number of shares of the Corporation's  capital
stock  which  are  beneficially  owned  by the  stockholder  on the date of such
stockholder notice and by any other stockholders known by such stockholder to be
supporting  such  proposal  on the date of such  stockholder  notice and (d) any
financial interest of the stockholder in such proposal.

        The Board of Directors  may reject any  stockholder  proposal not timely
made in accordance  with the terms of this Section 2. If the Board of Directors,
or a designated committee thereof, determines that the information provided in a
stockholder's  notice does not satisfy the  informational  requirements  of this
Section 2 in any material  respect,  the Clerk of the Corporation shall promptly
notify such stockholder of the deficiency in the notice.  The stockholder  shall
have an opportunity to cure the deficiency by providing  additional  information
to the Clerk  within such period of time,  not to exceed five days from the date
such deficiency notice is given to the stockholder, as the Board of Directors or
such committee shall reasonably determine. If the deficiency is not cured within
such period, or if the Board of Directors or such committee  determines that the
additional  information  provided by the stockholder,  together with information
previously provided,  does not satisfy the requirements of this Section 2 in any
material  respect,  then the Board of  Directors  may reject such  stockholder's
proposal.  The Clerk of the  Corporation  shall notify a stockholder  in writing
whether his proposal has been made in accordance with the time and informational
requirements of this Section 2.  Notwithstanding the procedure set forth in this
paragraph,  if  neither  the  Board  of  Directors  nor such  committee  makes a
determination  as to the validity of any  stockholder  proposal,  the  presiding
officer of the annual meeting shall  determine and declare at the annual meeting
whether the  stockholder  proposal was made in accordance with the terms of this
Section 2. If the presiding officer  determines that a stockholder  proposal was
made in accordance  with the terms of this Section 2, he shall so declare at the
annual  meeting and ballots shall be provided for use at the annual meeting with
respect  to any  such  proposal.  If the  presiding  officer  determines  that a
stockholder  proposal was not made in accordance  with the terms of this Section
2, he shall so declare at the annual  meeting and any such proposal shall not be
acted upon at the annual  meeting.  If there is an Interested  Stockholder,  any
determinations  to be made by the Board of Directors  or a designated  committee
thereof  pursuant to the  provisions  of the  paragraph  shall also  require the
concurrence of a majority of the Continuing Directors then in office.

        This  provision  shall not prevent  the  consideration  and  approval or
disapproval  at the  annual  meeting  of  reports  of  officers,  Directors  and
committees of the Board of Directors,  but in connection  with such reports,  no
new business shall be acted upon at such annual meeting unless stated, filed and
received as herein provided.
<PAGE>
        As used  in  these  By-Laws,  the  terms  "Interested  Stockholder"  and
"Continuing  Director" shall have the same respective  meanings assigned to them
in the Articles of Organization.  Any  determination of beneficial  ownership of
securities  under  these By Laws  shall be made in the manner  specified  in the
Articles of Organization.

        Notwithstanding  the  provisions of this Section 2, a stockholder  shall
also comply with all applicable  requirements of the Securities  Exchange Act of
1934, as amended (the "Exchange Act") and the rules and  regulations  thereunder
with respect to the matters set forth in this Section 2.

        Nothing  contained  in this  Section  2 shall  require  proxy  materials
distributed by the management of the Corporation to include any information with
respect to stockholder proposals.

               SECTION 3. Special Meetings. Special meetings of the stockholders
for any  purpose or  purposes  may be called at any time by the Chief  Executive
Officer, the President,  the Chairman of the Board, if one is elected, or by the
affirmative  vote of a  majority  of the  Directors  then in  office;  provided,
however,  that if there is an Interested  Stockholder,  any such call shall also
require the affirmative  vote of a majority of the Continuing  Directors then in
office.  Only those matters set forth in the call of the special  meeting may be
considered or acted upon at such special meeting,  unless otherwise  provided by
law.  Special  meetings of the holders of any one or more series of  outstanding
preferred stock may be called in the manner and for the purposes provided in the
resolutions of the Board of Directors  providing for the issuance of such series
of such stock.  Special  meetings shall be called by the Clerk or in the case of
the death,  absence,  incapacity or refusal of the Clerk,  by any other officer,
upon  written  application  of one or more  stockholders  who hold at least  (i)
66-2/3% in  interest of the capital  stock  entitled to vote at such  meeting or
(ii)  such  lesser  percentage,  if any  (but not less  than  40%),  as shall be
determined to be the maximum  percentage  which the  Corporation is permitted by
applicable  law to establish  for the call of such a meeting.  Application  to a
court  pursuant  to Section  34(b) of Chapter  156B of the  General  Laws of the
Commonwealth  of  Massachusetts  requesting  the call of a  special  meeting  of
stockholders  because  none of the  officers  is able and willing to call such a
meeting  may be made  only by  stockholders  who hold at least  (i)  66-2/3%  in
interest of the  capital  stock  entitled  to vote at such  meeting or (ii) such
lesser percentage,  if any (but not less than 40%), as shall be determined to be
the maximum  percentage  which the Corporation is permitted by applicable law to
establish for the call of such a meeting.

        Any  written   application   for  a  special  meeting  by  one  or  more
stockholders shall set forth as to each matter proposed to be brought before the
special  meeting (a) a brief  description of the proposal  desired to be brought
before the special  meeting and the reasons for conducting  such business at the
special meeting,  (b) the name and address,  as they appear on the Corporation's
books,  of the  stockholder  proposing such business and any other  stockholders
known by such  stockholder  to be supporting  such  proposal,  (c) the class and
number of shares of the Corporation's capital stock which are beneficially owned
by the stockholder on the date of such stockholder  application and by any other
stockholders  known by such  stockholder  to be supporting  such proposal on the
date of such  stockholder  application,  and (d) any  financial  interest of the
stockholder in such proposal.
<PAGE>
               SECTION 4. Notice of Meetings;  Adjournment.  A written notice of
all annual and special  meetings of stockholders  stating the hour,  date, place
and purposes of such meetings shall be given by the Clerk or an Assistant  Clerk
(or other  person  authorized  by these  By-Laws or by law) at least  seven days
before  the  meeting to each  stockholder  entitled  to vote  thereat or to each
stockholder  who, under the Articles of Organization or under these By-Laws,  is
entitled to such  notice,  by mailing  such notice to such  stockholder  at such
stockholder's  address  as it  appears  on  the  stock  transfer  books  of  the
Corporation.  Notice shall also be given to the Chief Executive Officer,  to the
President,  to each of the Directors and to the Chairman of the Board, if one is
elected.  Such notice shall be deemed to be delivered when deposited in the mail
so addressed,  with postage  prepaid.  When any  stockholders'  meeting,  either
annual or special, is adjourned for thirty days or more, notice of the adjourned
meeting  shall be given as in the case of an original  meeting.  It shall not be
necessary to give any notice of the hour, date or place of any meeting adjourned
for less than thirty days or of the  business to be  transacted  thereat,  other
than an  announcement  at the meeting at which such  adjournment is taken of the
hour,  date and place to which the  meeting is  adjourned.  A written  waiver of
notice,  executed before or after a meeting by a stockholder or by an authorized
attorney of a  stockholder  and filed with the records of the meeting,  shall be
deemed equivalent to notice of the meeting.

               The Chief Executive Officer,  or in the Chief Executive Officer's
absence,  the President or the Chairman of the Board,  if one is elected,  shall
preside at all  stockholders'  meetings  and shall have the power,  among  other
things,  to adjourn such  meeting at any time and from time to time,  subject to
Section 5 of this  Article  II. The order of business  and all other  matters of
procedure including, without limitation, the rules for conducting the meeting at
any meeting of the stockholders shall be determined by the presiding officer.

               SECTION 5.  Quorum.  The holders of a majority in interest in all
stock  issued,  outstanding  and entitled to vote,  represented  in person or by
proxy, shall constitute a quorum at a meeting of stockholders;  but if less than
a quorum is present at a meeting,  a majority in  interest  of the  stockholders
present or the presiding  officer may adjourn the meeting from time to time, and
the meeting may be held as adjourned without further notice,  except as provided
in Section 4 of this Article II. At such adjourned  meeting at which a quorum is
present,  any business may be transacted which might have been transacted at the
meeting as originally  noticed.  The stockholders  present at a duly constituted
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

               SECTION 6. Voting and Proxies.  Stockholders  shall have one vote
for each share of stock  entitled to vote owned by them of record  according  to
the books of the Corporation and a  proportionate  vote for a fractional  share,
unless   otherwise   provided  by  law  or  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 of the meeting, or of any adjournment thereof,  before being voted. Except
as otherwise  limited  therein,  proxies  shall  entitle the persons  authorized
thereby to vote at any adjournment of such meeting,  but they shall not be valid
after final  adjournment of such meeting.
<PAGE>
A proxy with respect to stock held in the name of two or more  persons  shall be
valid if  executed  by or on behalf of any one of them unless at or prior to the
exercise of the proxy the Corporation  receives a specific written notice to the
contrary  from  any  one of  them.  In the  event  an  attempt  is  made to cast
conflicting  votes, in person or by proxy, by the several persons in whose names
shares of stock  stand,  the vote or votes to which those  persons are  entitled
shall be cast as directed by a majority of those  holding such stock and present
in person or by proxy at such meeting, but no votes shall be cast for such stock
if a majority does not agree. 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, and the burden of proving invalidity shall rest on the challenger.

               SECTION  7.  Action at  Meeting.  When a quorum is  present,  any
matter  before the meeting shall be decided by vote of the holders of a majority
of the shares of stock  voting on such  matter,  except  where a larger  vote is
required  by law, by the  Articles  of  Organization  or by these  By-Laws.  Any
election by  stockholders  shall be determined by a plurality of the votes cast,
except where a larger vote is required by law, by the  Articles of  Organization
or by these By-Laws.  The Corporation  shall not directly or indirectly vote any
share of its own stock;  provided  however,  that no provision of these  By-Laws
shall be construed to limit the voting  rights and powers  relating to shares of
stock  held  pursuant  to a plan  which is  intended  to be an  "employee  stock
ownership plan" as defined in the Internal  Revenue Code, as now or hereafter in
effect.

                              ARTICLE III Directors

               SECTION 1. Powers.  The  business and affairs of the  Corporation
shall be managed by a Board of Directors.

               SECTION 2.  Composition and Term. The Board of Directors shall be
composed of: (a) those persons elected by the incorporator(s) of the Corporation
to serve as the initial  Directors of the Corporation in accordance with Section
12 of Chapter 156B of the  Massachusetts  General Laws, such persons to serve as
Directors until the respective  expiration  dates of their terms  established by
the incorporator(s) and until their successors are elected and qualified and (b)
as such terms expire,  those  persons who are elected as Directors  from time to
time as provided  herein.  Subject to the rights of the holders of any series of
preferred  stock, the Board of Directors may from time to time fix the number of
Directors and their respective  classifications;  provided,  however, that if at
the time of such action there is an Interested Stockholder, such action shall in
addition require a majority vote of the Continuing  Directors then in office. Up
to two  additional  Directors  may be  elected  by  vote  of a  majority  of the
Directors then in office. The Directors,  other than those who may be elected by
the  holders  of any  series of  preferred  stock of the  Corporation,  shall be
classified,  with respect to the term for which they severally hold office, into
three classes, labelled Group A, Group B and Group C, respectively, such classes
to be as nearly  equal in number  as  possible.
<PAGE>
The initial Directors of the Corporation shall hold office as follows: the first
class of Directors shall hold office initially for a term expiring at the annual
meeting of  stockholders to be held in 2000, the second class of Directors shall
hold office  initially for a term expiring at the annual meeting of stockholders
to be held in 2001, and the third class of Directors shall hold office initially
for a term expiring at the annual meeting of stockholders to be held in 2002. At
each succeeding  annual meeting of stockholders,  the successors of the class of
Directors  whose term  expires at that  meeting  shall be elected by a plurality
vote of all votes cast at such meeting to hold office for a term expiring at the
annual  meeting of  stockholders  held in the third year  following  the year of
their election.  Members of each class shall hold office until their  successors
are duly elected and qualified or until their earlier resignation or removal.

               SECTION 3. Director  Nominations.  Nominations  of candidates for
election as Directors at any annual meeting of stockholders  may be made (a) by,
or at the direction of, a majority of the Board of Directors (unless there is an
Interested Stockholder,  in which case the affirmative vote of a majority of the
Continuing  Directors shall also be required) or (b) by any stockholder entitled
to vote at such annual  meeting.  Only persons  nominated in accordance with the
procedures  set  forth in this  Section  3 shall be  eligible  for  election  as
Directors at an annual meeting.

        Nominations, other than those made by, or at the direction of, the Board
of  Directors  (or by the  Continuing  Directors,  if  required),  shall be made
pursuant  to timely  notice in  writing to the Clerk of the  Corporation  as set
forth in this Section 3. To be timely, a stockholder's notice shall be delivered
to,  or  mailed  and  received,  at  the  principal  executive  offices  of  the
Corporation  not less than 60 days nor more  than 150 days  prior to the date of
the  scheduled  annual  meeting,  regardless  of  postponements,   deferrals  or
adjournments of that meeting to a later date;  provided,  however,  that if less
than 70 days' notice or prior  public  disclosure  of the date of the  scheduled
annual meeting is given or made,  notice by the stockholder to be timely must be
so  delivered  or received not later than the close of business on the tenth day
following  the  earlier  of the day on  which  such  notice  of the  date of the
scheduled  annual meeting was mailed or the day on which such public  disclosure
was made. Such  stockholder's  notice shall set forth (a) as to each person whom
the  stockholder  proposes to nominate for election or re-election as a Director
and as to the stockholder  giving the notice (i) the name, age, business address
and  residence  address  of  such  person,  (ii)  the  principal  occupation  or
employment  of such  person,  (iii)  the  class  and  number  of  shares  of the
Corporation's  capital stock which are beneficially  owned by such person on the
date of such stockholder notice and (iv) any other information  relating to such
person that is required to be disclosed in solicitations of proxies with respect
to nominees for  election as  Directors,  pursuant to the Exchange  Act, and the
rules and regulations promulgated thereunder, including, but not limited to, the
written consent of such person to serve as a Director if elected;  and the rules
and  regulations  promulgated  thereunder,  including,  but not  limited to, the
written consent of such person to serve as a Director if elected;  and (b) as to
the  stockholder  giving the notice (i) the name and address,  as they appear on
the Corporation's books, of such stockholder and any other stockholders known by
such stockholder to be supporting such nominees and (ii) the class and number of
shares of the Corporation's  capital stock which are beneficially  owned by such
stockholder on the date of such stockholder notice and by any other stockholders
known by such  stockholder  to be  supporting  such nominees on the date of such
stockholder  notice.  At the  request  of the  Board of  Directors,  any  person
nominated  by, or at the  direction of, the Board of Directors for election as a
Director at an annual meeting shall furnish to the Clerk of the Corporation that
information  required to be set forth in the stockholder's  notice of nomination
which pertains to the nominee.
<PAGE>
        Nothing  contained  in this  Section  3 shall  require  proxy  materials
distributed by the management of the Corporation to include any information with
respect to nominations by stockholders.

        No person  shall be  elected  as a Director  of the  Corporation  unless
nominated in accordance with the procedures set forth in this Section 3. Ballots
bearing  the names of all the persons who have been  nominated  for  election as
Directors at an annual  meeting in accordance  with the  procedures set forth in
this Section 3 shall be provided for use at the annual meeting.

        The Board of Directors may reject any  nomination  by a stockholder  not
timely made in accordance with the  requirements of this Section 3. If the Board
of Directors, or a designated committee thereof, determines that the information
provided  in  a  stockholder's   notice  does  not  satisfy  the   informational
requirements  of this  Section  3 in any  material  respect,  the  Clerk  of the
Corporation  shall  promptly  notify such  stockholder  of the deficiency in the
notice.  The  stockholder  shall have an  opportunity  to cure the deficiency by
providing additional information to the Clerk within such period of time, not to
exceed  five  days  from  the  date  such  deficiency  notice  is  given  to the
stockholder,  as the  Board of  Directors  or such  committee  shall  reasonably
determine.  If the deficiency is not cured within such period, or such committee
reasonably   determines  that  the  additional   information   provided  by  the
stockholder, together with information previously provided, does nor satisfy the
requirements  of this  Section  3 in any  material  respect,  then the  Board of
Directors may reject such stockholder's nomination. The Clerk of the Corporation
shall notify a stockholder  in writing  whether his  nomination has been made in
accordance  with the time and  informational  requirements  of this  Section  3.
Notwithstanding the procedure set forth in this paragraph,  if neither the Board
of Directors nor such committee makes a determination  as to the validity of any
nominations by a stockholder,  the presiding officer of the annual meeting shall
determine  and declare at the annual  meeting  whether a nomination  was made in
accordance with the terms of this Section 3. If the presiding officer determines
that a nomination  was made in  accordance  with the terms of this Section 3, he
shall so declare at the annual  meeting and ballots shall be provided for use at
the meeting with respect to such nominee.  If the presiding  officer  determines
that a nomination  was not made in accordance  with the terms of this Section 3,
he shall so declare at the annual meeting and the defective  nomination shall be
disregarded.  If there is an Interested  Stockholder,  any  determinations to be
made by the Board of Directors or a designated committee thereof pursuant to the
provisions of this paragraph shall also require the concurrence of a majority of
the Continuing Directors then in office.

               SECTION  4.   Qualification.   Each  Director   shall  have  such
qualifications as are required by applicable law. Unless waived by a vote of the
Board of Directors,  no individual may serve as a Director of the Corporation if
he had reached the age of 75 years at the time of election.

               SECTION 5.  Resignation.  Any  Director may resign at any time by
written notice to the Chief Executive  Officer. A resignation shall be effective
upon receipt, unless the resignation otherwise provides.

               SECTION 6.  Removal.  Any  Director may be removed from office as
provided in the Articles of Organization.
<PAGE>
               SECTION  7.  Vacancies.  Any  vacancy  occurring  on the Board of
Directors as a result of resignation,  removal,  death or other cause, and newly
created  directorships  resulting from any increase in the authorized  number of
directors may be filled by vote of a majority of the remaining  Directors though
less than a quorum of the  number  constituting  the full  board as fixed by the
Board of Directors, unless there is an Interested Stockholder in which case such
vacancy  may only be filled by vote of a majority  of the  Continuing  Directors
then in office.  A Director  elected to fill such a vacancy  shall be elected to
serve for the full term of the Class of Directors in which the vacancy  occurred
or the new directorship was created and until such Director's successor has been
elected and qualified, or until such Director's earlier resignation or removal.

               SECTION 8.  Compensation.  The members of the Board of  Directors
and the members of either  standing or special  committees  shall  receive  such
compensation as the Board of Directors may determine.

               SECTION 9. Regular  Meetings.  A regular  meeting of the Board of
Directors  shall be held without  other notice than this By-law on the same date
and at the same  place as the  annual  meeting of  stockholders  following  such
meeting of  stockholders.  The Board of Directors may provide the hour, date and
place for the holding of regular  meetings by  resolution  without  other notice
than such resolution,  a copy of which resolution shall be provided to the Chief
Executive  Officer,  the  President  and the  Chairman  of the Board,  if one is
elected. The Board of Directors shall hold regular meetings at a place or places
fixed from time to time by the Board of Directors,  the Chief Executive Officer,
the President, or the Chairman of the Board, if one is elected.

               SECTION 10. Special  Meetings.  Special  meetings of the Board of
Directors may be called by or at the request of a majority of the Directors, the
President,  or the Chairman of the Board, if one is elected,  unless there is an
Interested  Stockholder who is also a Director in which case at least a majority
of the Continuing  Directors is required to call a special meeting of directors.
The  person or  persons  authorized  to call  special  meetings  of the Board of
Directors may fix the hour, date, and place for holding a special meeting.

               SECTION 11. Notice of Special Meetings. Notice of the hour, date,
and place of all special  meetings of the Board of  Directors  shall be given to
each Director, the President,  and the Chairman of the Board, if one is elected,
by the  Secretary  or  Assistant  Secretary,  or if  there  be no  Secretary  or
Assistant  Secretary,  by the Clerk or  Assistant  Clerk,  or in the case of the
death, absence,  incapacity or refusal of such persons, by the officer or one of
the Directors calling the meeting. Notice of any special meeting of the Board of
Directors  shall be given to each  Director in person or by telephone or sent to
his  business or home  address by  telecommunication  at least  twenty four (24)
hours in advance of the meeting or by written  notice  mailed to his business or
home  address as shown in the  Corporation's  records at least  forty eight (48)
hours in advance of such meeting.  If mailed,  such notice shall be deemed to be
delivered when deposited in the mail so addressed, with postage thereon prepaid.
When any Board of Directors meeting, either regular or special, is adjourned for
thirty  days or more,  notice  of the  hour,  date and  place of the  reconvened
meeting  shall be sent to all  persons  entitled  to,  and in the manner of, the
notice of the original, adjourned meeting. It shall not be necessary to give any
notice of the hour, date or place of any meeting  adjourned for less than thirty
days  or of the  business  to be  transacted  at  such  meeting,  other  than an
announcement at the meeting at which such adjournment is taken of the hour, date
and place to which the meeting is adjourned.
<PAGE>
A written  waiver of notice  executed  before or after a meeting by the Director
and filed with the records of the meeting shall constitute a waiver of notice of
such meeting,  except where a Director attends a meeting for the express purpose
of objecting  to the  transaction  of any  business  because such meeting is not
lawfully  called or convened.  Neither the business to be  transacted at nor the
purpose  of, any  meeting of the Board of  Directors  need be  specified  in the
notice or waiver of notice of such meeting.

               SECTION 12. Quorum. A majority of the number of Directors then in
office shall  constitute a quorum for the transaction of business at any meeting
of the Board of Directors,  but if less than a quorum is present at a meeting, a
majority of the Directors present may adjourn the meeting from time to time, and
the meeting may be held as adjourned without further notice,  except as provided
in Section 11 of this Article III. Any business which might have been transacted
at the meeting as originally noticed may be transacted at such adjourned meeting
at which a quorum is present.

               SECTION 13.  Action at a Meeting.  The act of the majority of the
Directors  present at a meeting at which a quorum is present shall be the act of
the Board of Directors,  unless otherwise  prescribed by law, by the Articles of
Organization or by these By-Laws.

               SECTION 14. Action by Consent.  Any action  required or permitted
to be taken by the Board of  Directors  at any  meeting  may be taken  without a
meeting if a consent in  writing,  setting  forth the action so taken,  shall be
signed by all of the  Directors.  Such written  consents shall be filed with the
records of the meetings of the Board of  Directors  and shall be treated for all
purposes as a vote at a meeting of the Board of Directors.

               SECTION 15.  Presumption of Assent. A Director of the Corporation
who is  present at a meeting of the Board of  Directors  at which  action on any
Corporation  matter is taken shall be  presumed  to have  assented to the action
taken  unless his dissent or  abstention  shall be entered in the minutes of the
meeting or unless he shall file a written dissent to such action with the person
acting as the Clerk of the  meeting  before  the  adjournment  thereof  or shall
forward such dissent by registered mail to the Clerk of the  Corporation  within
five days after the date a copy of the minutes of the meeting is received.  Such
right to  dissent  shall  not  apply to a  Director  who  voted in favor of such
action.

               SECTION 16.  Committees.  The Board of Directors shall elect from
its number not fewer than three  members to serve as an Executive  Committee and
not fewer than three non-employee directors to serve as an audit committee,  and
may elect other  committees  from its number.  The Board of  Directors  may also
elect individuals to serve as an Advisory Board of Directors. It may delegate to
the  Executive  Committee  or such  other  committees  some or all of its powers
except those which by law, by the Articles of  Organization  or by these By-Laws
may not be delegated.  Except as the Board of Directors may otherwise determine,
any such  committee may make rules for the conduct of its  business,  but unless
otherwise  provided by the Board of  Directors  or in such rules,  its  business
shall be conducted so far as possible in the same manner as is provided by these
By-Laws for the Board of Directors.  All members of such  committees  shall hold
such offices at the pleasure of the Board of  Directors.
<PAGE>
The Board of Directors  may abolish any such  committee at any time,  subject to
applicable  law. Any committee to which the Board of Directors  delegates any of
its powers or duties  shall keep  records of its  meetings  and shall report its
action to the Board of  Directors.  The Board of  Directors  shall have power to
rescind  any  action  of  any  committee,  but no  such  rescission  shall  have
retroactive  effect.  With the  approval  of the Board of  Directors,  the Chief
Executive Officer may appoint such other committees consisting of such Directors
as the  Chief  Executive  Officer  shall  select.  Any  recommendations  of such
committees  appointed by the Chief  Executive  Officer shall be submitted to the
Board of Directors.

               SECTION  17.  Manner of  Participation.  Members  of the Board of
Directors or of committees  elected by the Board  pursuant to Section 16 of this
Article III may  participate  in  meetings  of the Board by means of  conference
telephone or similar communications equipment by which all persons participating
in the meeting can hear each other. Such participation shall constitute presence
in person but shall not constitute  attendance  for the purpose of  compensation
pursuant to Section 8 of this  Article  III,  unless the Board of  Directors  by
resolution so provides.

                               ARTICLE IV Officers

               SECTION 1.  Enumeration.  The officers of the  Corporation  shall
consist of a President, a Treasurer, a Clerk and such other officers, including,
without limitation,  a Chairman of the Board, a Secretary,  and one or more Vice
Presidents  and Assistant  Treasurers as the Board of Directors may determine to
be necessary for the management of the Corporation.

               SECTION 2. Election.  The President,  the Treasurer and the Clerk
shall be  elected  annually  by the  Board of  Directors  at its  first  meeting
following the annual meeting of stockholders. Other officers shall be elected by
the Board of Directors at such first meeting of the Board of Directors or at any
other meeting.

               SECTION 3. Qualification.  Any two or more offices may be held by
any person.  The President  shall be a Director.  Any officer may be required by
the Board of Directors to give bond for the faithful  performance  of his duties
in such amount and with such sureties as the Board of 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 Board of  Directors
following the next annual meeting of the stockholders and until their respective
successors are chosen and qualified.  All other officers shall hold office until
the first meeting of the Board of Directors following the next annual meeting of
stockholders,  or for such shorter term as the Board of Directors may fix at the
time such  officers are chosen.  The Chief  Executive  Officer may resign at any
time by written notice to the Board of Directors or the Clerk. Any other officer
may resign at any time by written notice to the Chief  Executive  Officer.  Such
resignation  shall be effective  upon receipt unless the  resignation  otherwise
provides.  Election or appointment of an officer, employee or agent shall not of
itself create contract rights.  The Board of Directors may,  however,  authorize
the  Corporation  to enter  into an  employment  contract  with any  officer  in
accordance  with law, but no such  contract  right shall impair the right of the
Board of Directors to remove any officer at any time in accordance  with Section
5 of this Article IV.
<PAGE>
               SECTION 5.  Removal.  Except as  otherwise  provided by law,  the
Board  of  Directors  may  remove  any  officer  with or  without  cause  by the
affirmative vote of a majority of the entire number of Directors then in office;
provided,  however,  that if at the time of such removal  there is an Interested
Stockholder, the affirmative vote of a majority of the Continuing Directors then
in office shall  instead be required.  Any such  removal,  other than for cause,
shall be without  prejudice  to the  contract  rights,  if any,  of the  persons
involved.  Any officer may be removed for cause only after reasonable notice and
opportunity to be heard by the Board of Directors.

               SECTION 6. Absence or Disability.  In the event of the absence or
disability of any officer,  the Board of Directors may designate another officer
to act temporarily in place of such absent or disabled officer.

               SECTION 7. Vacancies. Any vacancy in any office may be filled for
the unexpired portion of the term by the Board of Directors.

               SECTION 8. Chief  Executive  Officer.  The President shall be the
Chief Executive  Officer,  unless the Board of Directors shall designate another
officer  enumerated  in Section 1 of this  Article IV to be the Chief  Executive
Officer.  The Chief  Executive  Officer  shall,  subject to the direction of the
Board of Directors,  have general  supervision and control of the  Corporation's
business,  and shall  preside at all meetings of the  stockholders  and Board of
Directors.

               SECTION 9. President. If the President is not the Chief Executive
Officer,  he shall  have such  power  and  perform  such  duties as the Board of
Directors and the Chief Executive  Officer may from time to time  designate.  If
the Chief  Executive  Officer  is absent,  the  President  shall  preside at all
meetings of the stockholders and Board of Directors.

               SECTION 10.  Chairman  of the Board.  In the absence of the Chief
Executive  Officer or the  President,  the Chairman of the Board shall  preside,
when present,  at all meetings of the Board of Directors and  stockholders.  The
Chairman of the Board shall have such  powers and shall  perform  such duties as
the Board of Directors may from time to time designate.

               SECTION 11. Treasurer and Other Officers. Any Vice President, the
Treasurer  and any other  Officers  whose  powers and  duties are not  otherwise
specifically  provided for herein shall have such powers and shall  perform such
duties as the Chief Executive Officer may from time to time designate.

               SECTION 12. Clerk and  Assistant  Clerks.  The Clerk shall keep a
record of the  meetings of  stockholders.  If a  Secretary  is not elected or is
absent,  the Clerk will keep a record of the meetings of the Board of Directors.
In the  absence of the Clerk,  an  Assistant  Clerk,  if one is  elected,  shall
perform the Clerk's duties. Otherwise a Temporary Clerk designated by the person
presiding at the meeting shall perform the Clerk's duties.
<PAGE>
               SECTION 13. Secretary and Assistant Secretary.  The Secretary, if
one is elected,  shall keep a record of the meetings of the Board of  Directors.
In the absence of the  Secretary,  any  Assistant  Secretary,  the Clerk and any
Assistant  Clerk, a Temporary  Secretary  designated by the person  presiding at
such meeting shall perform the Secretary's duties.

                             ARTICLE V Capital Stock

               SECTION 1.  Certificates of Stock.  Unless otherwise  provided by
the Board of Directors,  each stockholder  shall be entitled to a certificate of
the capital  stock of the  Corporation  in such form as may from time to time be
prescribed by the Board of Directors.  Such  certificate  shall be signed by the
President or a Vice  President and by the  Treasurer or an Assistant  Treasurer.
Such  signatures  may be  facsimile if the  certificate  is signed by a transfer
agent or by a  registrar,  other than a  Director,  officer or  employee  of the
Corporation. 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  and every
certificate  issued when the  Corporation  is  authorized to issue more than one
class or series of stock shall  contain such legend with  respect  thereto as is
required by law.

               SECTION 2. Transfers. Subject to any restrictions on transfer and
unless  otherwise  provided  by the Board of  Directors,  shares of stock may be
transferred on the books of the  Corporation by the surrender to the Corporation
or  its  transfer  agent  of  the  certificate  therefor  properly  endorsed  or
accompanied  by a written  assignment and power of attorney  properly  executed,
with  transfer  stamps  (if  necessary)  affixed,  and  with  such  proof of the
authenticity  of  signature  as  the  Corporation  or  its  transfer  agent  may
reasonably require.

               SECTION 3. Record Holders.  Except as otherwise  required by law,
by the Articles of  Organization or by these By-Laws,  the Corporation  shall be
entitled to treat the record  holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote, regardless of any transfer,  pledge or other disposition of such stock,
until the  shares  have been  transferred  on the  books of the  Corporation  in
accordance with the requirements of these By-Laws.

               It  shall  be  the  duty  of  each   stockholder  to  notify  the
Corporation of his address and any changes thereto.

               SECTION 4. Record Date. The Board of Directors may fix in advance
a time of not  more  than  sixty  days  before  the date of any  meeting  of the
stockholders,  the date for the  payment  of any  dividend  or the making of any
distribution  to stockholders or 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, or the right to receive such dividend
or distribution or the right to give such consent or dissent.
<PAGE>
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 Board of Directors
may for any of such  purposes  close the  transfer  books for all or any part of
such period.

               If no record date if fixed and the transfer books are not closed,
(a) the record date for determining  stockholders  having the right to notice of
or to vote at a meeting of  stockholders  shall be the close of  business on the
day next preceding the day on which notice is given, and (b) the record date for
determining stockholders for any other purpose shall be the close of business on
the date on which the Board of Directors acts with respect thereto.

               SECTION 5.  Replacement of  Certificates.  In case of the alleged
loss,  destruction  or  mutilation  of  a  certificate  of  stock,  a  duplicate
certificate  may be issued  in place  thereof,  upon such  terms as the Board of
Directors may prescribe.

               SECTION 6. Issuance of Capital Stock.  Except as provided by law,
the Board of  Directors  shall have the  authority to issue or reserve for issue
from time to time the whole or any part of the capital stock of the  Corporation
which may be authorized from time to time, to such persons or organizations, for
such  consideration,  whether cash,  property,  services or expenses and on such
terms as the Board of Directors may determine,  including,  without  limitation,
the granting of options,  warrants or conversion or other rights to subscribe to
said capital stock.

               SECTION 7. Dividends.  Subject to applicable law, the Articles of
Organization  and these  By-Laws,  the Board of Directors  may from time to time
declare,  and the  Corporation may pay,  dividends on outstanding  shares of its
capital stock.

                           ARTICLE VI Indemnification

        SECTION 1. Definitions.  For purposes of this Article:

               (a)  "Officer"  means any  person who serves or has served (A) as
        Director of the Corporation,  (B) in any other office filled by election
        or  appointment by the Board of Directors or (C) at the direction of the
        Corporation, as a Director or officer of any of the Corporation's wholly
        owned   subsidiaries,   and,  in  each  case,   any  heirs  or  personal
        representatives of such person;

               (b)  "Non-Officer  Employee"  means any  person who serves or has
        served as an employee of the  Corporation,  but who is not or was not an
        Officer, and any heirs or personal representatives of such person;
<PAGE>
               (c)  "Indemnitee"  means  each  Officer,   and  each  Non-Officer
        Employee  whom the  Board  of  Directors  has  determined  to  indemnify
        pursuant to Section 3 of this Article VI;

               (d) "Proceeding" means any action,  suit or proceeding,  civil or
        criminal,  brought  or  threatened  in or before  any  court,  tribunal,
        administrative  or legislative  body or agency and any claim which could
        be the subject of a Proceeding; and

               (e) "Expenses"  means any liability  fixed by a judgment,  order,
        decree  or  award  in  a  Proceeding,  any  amount  reasonably  paid  in
        settlement  of  a  Proceeding  and  any   professional   fees  or  other
        disbursements reasonably incurred in a Proceeding.

               SECTION 2. Officers. To the extent permitted by law and except as
provided in Sections 4 and 5 of this Article VI, each Officer of the Corporation
shall be indemnified by the  Corporation  against all Expenses  incurred by such
Officer in connection  with any Proceedings in which such Officer is involved as
a result of serving  or having  served  (a) as an  Officer  or  employee  of the
Corporation;  (b)  as a  director,  officer  or  employee  of  any  wholly-owned
subsidiary  of  the  Corporation;   or  (c)  in  any  capacity  with  any  other
corporation,  organization,  partnership, joint venture, trust, employee benefit
plan or other entity at the request or direction of the Corporation.

               SECTION 3. Non-Officer Employees.  To the extent permitted by law
and except as provided in Sections 4 and 5 of this Article VI, each  Non-Officer
Employee of the Corporation  may, in the discretion of the Board of Directors be
indemnified against any or all Expenses incurred by such Non-Officer Employee in
connection with any Proceeding which such Non-Officer  Employee is involved as a
result  of  serving  or  having  served  (a) as a  Non-Officer  Employee  of the
Corporation;  (b) a director, officer or employee of any wholly-owned subsidiary
of the  Corporation;  or  (c)  in  any  capacity  with  any  other  corporation,
organization,  partnership, joint venture, trust, employee benefit plan or other
entity at the request or direction of the Corporation.

               SECTION  4.   Service  at  the  Request  or   Direction   of  the
Corporation.  No indemnification  shall be provided to an Officer or Non-Officer
Employee  with  respect  to serving  or having  served in any of the  capacities
described in Section 2(c) or 3(c) above unless the following two  conditions are
met: (a) such service was requested or directed in each specific case by vote of
the  Board  of  Directors  prior to the  occurrence  of the  event to which  the
indemnification  relates,  and (b) the Corporation  maintains insurance coverage
for the type of indemnification  under Section 2(c) or 3(c) above for any amount
in excess of the proceeds of insurance received with respect to such coverage as
the  Corporation in its discretion may elect to carry.
<PAGE>
The  Corporation  may but shall not be required to maintain  insurance  coverage
with   respect  to   indemnification   under   Section   2(c)  or  3(c)   above.
Notwithstanding  any other provision of this Section 4, but subject to Section 5
of this Article VI, the Board of Directors may provide an Officer or Non-Officer
Employee with indemnification  under Section 2(c) or 3(c) above as to a specific
Proceeding even if one or both of the two conditions specified in this Section 4
have not been met and even if the  amount  of the  indemnification  exceeds  the
amount of the proceeds of any insurance  which the  Corporation may have elected
to carry;  provided that the Board of Directors in its discretion  determines it
to be in the best interests of the Corporation to do so.

               SECTION 5. Good Faith. No indemnification shall be provided to an
Officer or to a  Non-Officer  Employee with respect to a matter as to which such
person shall have been  adjudicated  in any Proceeding not to have acted in good
faith in the  reasonable  belief  that the action of such person was in the best
interest of the  Corporation.  In the event that a Proceeding is  compromised or
settled  so as to  impose  any  liability  or  obligation  upon  an  Officer  or
Non-Officer  Employee,  no indemnification  shall be provided to said Officer or
Non-Officer  Employee with respect to a matter if there is a determination  that
with  respect  to such  matter  such  person  did not act in good  faith  in the
reasonable  belief that the action of such person was in the best  interests  of
the  Corporation.  The  determination  shall  be made  by a  majority  of  those
Directors who are not involved in such Proceeding. However, if more than half of
the Directors are involved in such Proceeding,  the determination  shall be made
by a majority vote of a committee of three disinterested Directors chosen by the
disinterested Directors at a regular or special meeting. If there are fewer than
three disinterested Directors, the determination shall be based upon the opinion
of the Corporation's regular outside counsel.

               SECTION  6.  Prior to Final  Disposition.  In the event  that the
Corporation  does not assume the defense,  or until the Corporation  assumes the
defense  pursuant to Section 7 of this Article VI of any Proceeding of which the
Corporation  receives notice under this Article VI, unless otherwise provided by
the Board of Directors,  or by the committee pursuant to the procedure specified
in Section 5 of this Article VI the Corporation  shall pay any Expenses incurred
by an Indemnitee  in defending a Proceeding in advance of the final  disposition
of such  Proceeding  upon receipt of an undertaking  by the  Indemnitee  seeking
indemnification to repay such payment if such Indemnitee shall be adjudicated or
determined to be not entitled to indemnification under this Article VI.

                SECTION 7.  Notification  and  Defense of Claim.  As a condition
precedent to his or her right to be indemnified,  the Indemnitee must notify the
Corporation in writing as soon as practicable of any action, suit, proceeding or
investigation  involving him or her or with respect to which  indemnity  will or
could be sought. With respect to any action,  suit,  proceeding or investigation
of which the  Corporation is so notified,  the  Corporation  will be entitled to
participate  therein at its own expense and/or to assume the defense  thereof at
its own expense,  with legal counsel  reasonably  acceptable to the  Indemnitee.
After the Corporation  notifies the Indemnitee of its election so to assume such
defense,  the Corporation shall not be liable to the Indemnitee for any legal or
other expenses  subsequently  incurred by the Indemnitee in connection with such
claim,  other than as provided below in this Section.  The Indemnitee shall have
the right to employ his or her own counsel in  connection  with such claim,  but
the fees and expenses of such counsel incurred after notice from the Corporation
of its  assumption  of the  defense  thereof  shall  be at  the  expense  of the
Indemnitee  unless (i) the  employment  of counsel  by the  Indemnitee  has been
authorized  by the  Corporation,  (ii)  counsel  to the  Indemnitee  shall  have
reasonably concluded that there may be a conflict of interest or position on any
significant  issue between the  Corporation and the Indemnitee in the conduct of
the  defense of such  action,  or (iii) the  Corporation  shall not in fact have
employed  counsel to assume the defense of such action.  In each such case,  the
fees  and  expenses  of  Indemnitee's  counsel  reasonably   acceptable  to  the
Corporation  shall be at the  expense of the  Corporation,  except as  otherwise
expressly provided by this Article VI.
<PAGE>
The  Corporation  shall not be entitled,  without the consent of the
Indemnitee, to assume the defense of any claim brought by or in the right of the
Corporation or as to which counsel for the Indemnitee shall have reasonably made
the conclusion provided for in clause (ii) above.

               SECTION 8.  Insurance.  The Corporation may purchase and maintain
insurance  to protect  itself and any  Indemnitee  against any  liability of any
character   asserted  against  or  incurred  by  the  Corporation  or  any  such
Indemnitee,  or arising out of any such status,  whether or not the  Corporation
would have the power to indemnify  such person  against such liability by law or
under  the  provisions  of  this  Article  VI  or  under  Chapter  156B  of  the
Massachusetts General Laws.

               SECTION 9. Other Indemnification  Rights. Nothing in this Article
VI shall limit any lawful rights to  indemnification  existing  independently of
this Article VI.

                      ARTICLE VII Miscellaneous Provisions

               SECTION 1.  Amendment of By-Laws.  These  By-Laws may be adopted,
altered,   amended,   changed  or  repealed  as  provided  in  the  Articles  of
Organization.

               SECTION 2. Fiscal  Year.  Except as otherwise  determined  by the
Board of  Directors,  the  fiscal  year of the  Corporation  shall be the twelve
months ending December 31 or on such other date as may be required by law.

               SECTION 3. Seal. The Board of Directors shall have power to adopt
and alter the seal of the Corporation.

               SECTION  4.  Execution  of   Instruments.   All  deeds,   leases,
transfers, contracts, bonds, notes, mortgage discharges and other obligations to
be  entered  into by the  Corporation  in the  ordinary  course of its  business
without Board of Directors  action may be executed on behalf of the  Corporation
by the Chief Executive Officer, the President,  the Chairman of the Board if one
is elected, the Treasurer, any Vice President or any Assistant Vice President or
any  other  officer,  employee  or  agent  of the  Corporation  as the  Board of
Directors may authorize.

               SECTION 5. Voting of Securities.  Unless provided by the Board of
Directors,  the Chief  Executive  Officer,  the  President,  the Chairman of the
Board, if one is elected, or the Treasurer may waive notice of and act on behalf
of the  Corporation,  or  appoint  another  person or persons to act as proxy or
attorney  in fact for the  Corporation  with or without  discretionary  power or
power of  substitution,  at any meeting of  stockholders  or shareholders of any
other organization, any of whose securities are held by the Corporation.

               SECTION 6.  Articles of  Organization.  All  references  in these
By-laws to the Articles of Organization shall be deemed to refer to the Articles
of Organization of the Corporation, as amended and in effect from time to time.