Amended and restated as of
March 20, 1997.


                            BY-LAWS

                               OF

                      IMO INDUSTRIES INC.


                           ARTICLE I



                            OFFICES

          Section 1.1   The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State
of Delaware.
          Section 1.2   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

                              SEAL
          Section 2.1   The corporate seal shall have inscribed
thereon the name of the Corporation, and the words "Incorporated
March 2, 1959 Delaware."  Said seal may be used by causing it or
a facsimile thereof to be impressed or affixed or otherwise
reproduced.  The Secretary may have duplicate seals made and
deposited for use with such offices as the Board of Directors may
designate.
          Section 2.2   It shall not be necessary to the validity
of any instrument executed by any authorized officer or officers
of the Corporation that the execution of such instrument be
evidenced by the corporate seal.  All documents, instruments,
contracts and writings of all kinds signed on behalf of the
Corporation by any authorized officer or officers thereof shall
be as effectual and binding on the Corporation without the
corporate seal as if the execution of the same had been evidenced
by affixing the corporate seal thereto.

                          ARTICLE III

                    MEETINGS OF STOCKHOLDERS
          Section 3.1   All meetings of the stockholders shall be
held at such office or place, within or without the State of
Delaware, as may be designated by the Board of Directors and as
shall be specified in the notice of the meeting.
          Section 3.2   The annual meeting of the stockholders
shall be held on such day of the year and at such place and time
as shall be designated by the Board of Directors and specified in
the notice of the annual meeting.  At the annual meeting the
stockholders shall elect a Board of Directors by a plurality vote
and by written ballot, and transact such other business as may
properly be brought before the meeting.
          Section 3.3   The holders of a majority of the shares
of stock issued and outstanding and entitled to vote, present in
person or represented by proxy, shall be requisite and shall
constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by law, by
the Restated Certificate of Incorporation or by these By-Laws.
If, however, such majority shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to
vote, present in person or 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 is
present or represented, any business may be transacted which
might have been transacted at the original meeting.
          Section 3.4   At each meeting of the stockholders every
stockholder having the right to vote shall be entitled to vote in
person or by proxy appointed by an instrument in writing executed
by such stockholder or by his duly authorized attorney and
submitted to the Secretary at or before such meeting, but no such
proxy shall be voted or acted upon after three years from its
date, unless proxy provides for a longer period.  Each
stockholder shall have one vote for each share of stock having
voting power, registered in his name on the books of the
Corporation; provided, however, that except where a date shall
have been fixed as a record date for the determination of
stockholders entitled to vote as provided in these By-Laws, no
share of stock shall be voted at any election for directors which
has been transferred on the books of the Corporation after the
close of business on the day next preceding the day on which
notice of such meeting is given.  The Board of Directors, in its
discretion, or the officer of the Corporation presiding at a
meeting of stockholders, in his discretion, may require that any
votes cast at such meeting shall be cast by written ballot except
that all elections of directors by the stockholders shall be by
written ballot.  When a quorum exists at any meeting, the vote of
the holders of a majority of the stock having voting power
present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one
for which, by express provision of statute or of the Restated
Certificate of Incorporation or of these By-Laws, a different
vote is required.
          Section 3.5   Written notice of the annual meeting
shall be mailed to each stockholder entitled to vote thereat at
such address as appears on the records of the corporation, not
less than ten nor more than sixty days prior to the meeting.
          Section 3.6   Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute,
may be called by the Chairman of the Board and shall be called by
him or the Secretary at the request in writing of a majority of
the Board of Directors then in office.  Such request shall state
the purpose or purposes of the proposed meeting.
          Section 3.7    Business transacted at all special
meetings shall be confined to the objects stated in the notice
thereof.
          Section 3.8   Written notice of a special meeting of
stockholders, stating the time and place and object thereof,
shall be mailed, postage prepaid, at least ten but not more than
sixty days before such meeting, to each stockholder entitled to
vote thereat at such address as appears on the records of the
Corporation.
          Section 3.9   The officer of the Corporation who has
charge of the stock ledger of the Corporation shall prepare and
make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the
name of each stockholder.  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 the meeting is to be held.  The list shall also be
produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder of
the Corporation who is present.  The stock ledger of the
Corporation shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list
required by this Section 3.9 or the books of the Corporation, or
to vote in person or by proxy at any meeting of stockholders.
          Section 3.10   In advance of any meeting of the
stockholders, the Board of Directors may appoint judges of
election, who need not be stockholders, to act at such meeting or
any adjournment thereof.  If judges of election are not so
appointed, the chairman of any such meeting may make such
appointment at the meeting.  The number of judges shall be one or
three.  No person who is a candidate for office shall act as a
judge.  The judges of election shall do all such acts as may be
proper to conduct the election or vote and such other duties as
may be prescribed by statute with fairness to all stockholders,
and, if requested by the chairman of the meeting, shall make a
written report of any matter determined by them and execute a
certificate as to any fact found by them.  If there be three
judges of election, the decision, act or certificate of a
majority shall be the decision, act or certificate of all.
          Section 3.11   Meetings of the stockholders shall not
be conducted pursuant to Robert's Rules of Order and shall be
conducted in such manner and by such practices and procedures as
the Chairman of such meeting shall, in his discretion, deem to be
fair and equitable.
          Section 3.12   Any stockholder who wishes to nominate
an individual as a director of the Corporation must submit in
writing to the Board of Directors, at least 45 days before the
date of the meeting of stockholders for election of directors at
which such nomination is proposed to be made, information
concerning such candidate equivalent to the information contained
in the Corporation's Proxy Statement concerning the Board of
Directors' nominee; provided, however, that with respect only to
the 1987 annual meeting of stockholders such information must be
submitted at least ten days before the date of the 1987 annual
meeting of stockholders.
                           ARTICLE IV

                           DIRECTORS
          Section 4.1   The business and affairs of the
Corporation shall be managed by or under the direction of the
Board of Directors.  The specific number of directors shall be
fixed from time to time exclusively by the Board of Directors.
The directors shall be divided into three classes, designated
Class I, Class II and Class III, and each Class shall consist, as
nearly as may be possible, of one-third of the total number of
directors constituting the entire Board of Directors.  As of the
adoption (in December 1986) of these By-Laws, five directors have
been elected, of which one is a Class I Director with a term
expiring at the 1987 annual meeting of stockholders, two are
Class II Directors with terms expiring at the 1988 annual meeting
of stockholders, and two are Class III Directors with terms
expiring at the 1989 annual meeting of stockholders.  At the 1987
annual meeting of stockholders, a Class I Director shall be
elected for a three-year term.  At each succeeding annual meeting
of stockholders beginning in 1988, successors to the class of
directors whose term expires at that annual meeting shall be
elected for a three-year term.  In case the Board of Directors
shall change the number of directors, any increase or decrease
shall be apportioned among the classes so as to maintain the
number of directors in each class as nearly equal as possible and
any additional directors of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class,
but in no case will a decrease in the number of directors shorten
the term of any incumbent director.  A director shall hold office
until the annual meeting for the year in which such director's
term expires and until his or her successor shall be elected and
qualified, subject, however, to such director's prior death,
resignation, retirement, disqualification or removal from office.
          Section 4.2   Any vacancy in the Board of Directors
which results from an increase in the number of directors may be
filled by a majority of the directors then in office, provided
that a quorum is present, and any other vacancy occurring in the
Board of Directors may be filled by a majority of the directors
then in office, even if less than a quorum, or by a sole
remaining director, and each director elected to fill a vacancy
not resulting from an increase in the number of directors shall
have the same remaining term as that of such director's
predecessor.
          Notwithstanding the foregoing, whenever the holders of
any one or more classes or series of preferred stock issued by
the Corporation shall have the right, voting separately by class
or series, to elect directors at an annual or special meeting of
stockholders, the election, term of office, filling of vacancies
and other features of such directorships shall be governed by the
terms of the Corporation's Restated Certificate of Incorporation
applicable thereto, and such directors so elected shall not be
divided into classes unless expressly provided by the terms
thereof.  The directors of the Corporation need not be
stockholders.
          Section 4.3   The directors may hold their meetings and
have one or more offices, and keep the books of the Corporation
outside of Delaware or at such other offices of the Corporation
or other places as they may from time to time determine.
          Section 4.4   Directors, in addition to expenses of
attendance, shall be allowed such compensation as may be fixed
from time to time by the Board of Directors; provided that
nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and
receiving compensation therefor.
          Section 4.5   In addition to the powers by these By-
Laws expressly conferred upon it, the Board may exercise all such
powers of the Corporation and do all such lawful acts and things
as are not by statute or by the Restated Certificate of
Incorporation or by these By-Laws directed or required to be
exercised or done by the stockholders.
          Section 4.6   directors may hold office until age 72.
If any director will attain age 72 later than 24 months following
April 1 in the year in which such director would stand for
election or re-election, he may do so.  If any director will
attain age 72 earlier than 24 months following April 1 in the
year in which such director would stand for election or re-
election, he may not do so.  Nevertheless, directors who are also
employees of the Corporation or any of its subsidiaries shall be
limited to remaining a director for a period of one year
following termination of employment unless such employee-director
was the Chief Executive Officer of the Corporation immediately
preceding termination of employment, in which case only the age
72 limitation shall apply, as described herein.  Nothing stated
herein shall affect the right to otherwise disqualify or remove a
director from office as stated in Section 4.1 hereof.

                           ARTICLE V

                           COMMITTEES
          Section 5.1   The Board of Directors shall designate an
Executive Committee to consist of three or more directors to hold
office at the pleasure of the Board and may fill vacancies in, or
reconstitute the membership of, the Executive Committee.
Meetings of the Executive Committee for any purpose or purposes
may be called by the Chairman of the Board or the Chairman of the
Executive Committee, and shall be called by either of them at the
request in writing of at least two members of the Executive
Committee, to be held in such place as shall be designated from
time to time by the Chairman of the Board, the Chairman of the
Executive Committee or such members of the Executive Committee
and indicated in the notice of such meetings.  At least twenty-
four hours' notice of such meetings shall be given to each member
of the Executive Committee either personally or by telegram or by
telephone.
          The Executive Committee shall have full power to take
all action which the Board of Directors has power to take, except
as limited by Section 141 of the General Corporation Law of the
State of Delaware.  All obligations incurred by the Corporation
pursuant to action of the Executive Committee shall be as valid
and legally binding upon the Corporation as those incurred
pursuant to the action of the Board of Directors.  The Secretary
or a member of the Executive Committee shall keep minutes of all
its proceedings, all of which shall be reported as soon as
practicable to the Board of Directors, but in no event later than
the next meeting of the Board of Directors.  The Chairman of the
Executive Committee shall preside at all meetings of the
Executive Committee and in his absence the Executive Committee
shall select from its members a Chairman of each meeting.  The
presence of a majority of the members of the Executive Committee
(but in no event less than two) shall be necessary to constitute
a quorum for the transaction of business.  A majority of the
members of the Executive Committee shall be "Independent
directors."  Independent directors are directors who are not at
the time employees of the Company.  The Chairman of the Board
shall at all times be a member, and may also be the Chairman of
the Executive Committee.
          Section 5.2   The Board of Directors shall have an
Audit Committee and a Compensation Committee composed of
directors and having such purposes, powers and duties as the
Board shall prescribe.  The Executive, Audit and Compensation
Committees are referred to as "Standing Committees."  The Board
of Directors may from time to time create such other committees
of the Board composed of directors for such purposes and with
such powers and duties as the Board shall prescribe.  Such other
committees are referred to as "Special Committees."  A majority
of all the members of any Standing Committee or Special Committee
may take action on its behalf.  The Chairman of any Standing or
Special Committee (except as provided in paragraph 5.1 with
respect to the Executive Committee) shall fix the time and place
of its meetings unless the Board of Directors shall otherwise
provide.  The Board of Directors shall have power to change the
members of any such Standing or Special Committee at any time, to
fill vacancies, and to discharge any such Standing or Special
Committee, either with or without cause, at any time.  The Board
may delegate to a Standing or Special Committee the full power of
the Board with respect to a particular matter.
          Section 5.3   Members of the Executive Committee and of
any other Special or Standing Committee shall, in addition to
expenses of attendance, be allowed such compensation as may be
fixed from time to time by the Board of Directors.
          Section 5.4   The term of a Standing Committee shall be
for one year unless otherwise prescribed by the Board.

                           ARTICLE VI

                     MEETINGS OF THE BOARD
          Section 6.1   The organization meeting of each newly
elected Board of Directors may be held immediately following the
stockholders meeting at which such directors were elected without
the necessity of notice to such directors to constitute a legally
convened meeting or at such time and place as may be fixed by a
notice, or a waiver of notice, or a consent signed by all of such
directors.
          Section 6.2   Regular meetings of the Board of
Directors shall be held without call or notice at such time and
place as shall from time to time be fixed by the Board.
          Section 6.3   Special meetings of the Board may be
called by the Chairman of the Board on forty-eight hours' notice
to each director, either personally or in writing by mail, or by
telegram, or by telephone; special meetings shall be called by
the Chairman of the Board or the Secretary in like manner and on
like notice on the written request of three directors.  Notice of
special meetings of the Board shall state the time and place of
the meeting but need not state the purpose thereof except as
otherwise expressly provided in these By-Laws.
          Section 6.4   One or more directors may participate in
any meeting of the Board of Directors, or of any committee
thereof, by means of a conference telephone or similar
communications equipment which enables all persons participating
in the meeting to hear one another, and such participation in a
meeting shall constitute presence in person at the meeting.
          Section 6.5   At all meetings of the Board of
Directors, the presence, in person or by telephonic or similar
communications equipment, of a majority of the directors shall
constitute a quorum for the transaction of business, and the act
of a majority of the directors present at a duly convened meeting
at which a quorum is present shall be the act of the Board of
Directors, except as may be otherwise specifically provided by
statute or by the Restated Certificate of Incorporation or by
these By-Laws.  If a quorum shall not be present, in person or by
telephonic or similar communications equipment, at any meeting of
the Board of Directors, the directors present may adjourn the
meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.
          Section 6.6   Any action required or permitted to be
taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members
of the Board of Directors or a committee thereof, as the case may
be, consent thereto in writing, and such consent or consents is
or are filed with the Secretary of the Corporation.

                          ARTICLE VII

                            OFFICERS
          Section 7.1   The officers of the Corporation shall be
chosen by the directors and shall be a Chairman of the Board, a
President, one or more Vice-Presidents, a Treasurer, a Secretary,
and one or more Assistant Treasurers, and Assistant Secretaries.
The Board of Directors may also choose such other officers as
they may determine.  Any number of offices may be held by the
same person.
          Section 7.2   The Board of Directors, at its
organizational meeting after each annual meeting of stockholders,
shall choose a Chairman of the Board, a President, one or more
Vice-Presidents, the Secretary, the Treasurer, and such other
officers as they may determine, none of whom, except the Chairman
of the Board, need be members of the Board.  At such meeting, the
Board of Directors shall also choose a Chairman of the Executive,
Audit and Compensation Committees, respectively.
          Section 7.3   The Board may appoint such other officers
and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the
Board.
          Section 7.4   The salary of the Chairman of the Board
shall be fixed by the Board of Directors.  The salaries of all
officers of the Corporation may be fixed by the Board of
Directors or the Board may authorize the Chairman of the Board to
fix their salaries and report thereon to the Board.
          Section 7.5   The officers of the Corporation shall
hold office until their successors are chosen and qualify or
until their earlier resignation or removal.  Any officer elected
or appointed by the Board of Directors may be removed at any time
by the Board of Directors without prejudice to his contract
rights.  If the office of any officers or officers becomes vacant
for any reason, the vacancy shall be filled by the Board of
Directors.
          Section 7.6   In the case of the absence of any officer
of the Corporation, or for any other reason that the Board may
deem sufficient, the Board may delegate, for the time being, the
powers or duties, or any of them, of such officer to any other
officer.

                          ARTICLE VIII

                   THE CHAIRMAN OF THE BOARD
          Section 8.1   The Chairman of the Board shall preside
at all meetings of the stockholders and of the Board of
Directors.  The Chairman of the Board shall be an officer of the
Corporation.
          Section 8.2   In the absence of disability of the
Chairman of the Board, the President shall perform the duties and
exercise the powers of the Chairman of the Board.

                           ARTICLE IX

                         THE PRESIDENT
          Section 9.1   The President shall perform such duties
and have such powers as from time to time may be assigned to him
by the Board of Directors or the Chairman of the Board.
          Section 9.2    In the absence or disability of
thePresident, a Vice-President designated by the Board of
Directors or by the Chairman of the Board shall perform the
duties and exercise the powers of the President.

                           ARTICLE X

                        VICE-PRESIDENTS
          Section 10.1   The Vice-Presidents shall respectively
perform such duties and have such powers as may be assigned to
each of them by the Board of Directors or by the Chairman of the
Board.


                           ARTICLE XI

            THE SECRETARY AND ASSISTANT SECRETARIES
          Section 11.1   The Secretary shall attend all sessions
of the Board and all meetings of the stockholders and record all
votes and the minutes of all proceedings in a book to be kept for
that purpose; and shall perform like duties for the Standing
Committees when required.  The Secretary shall give, or cause to
be given, notice of all meetings of the stockholders and the
Board of Directors.  The Secretary shall keep in safe custody the
seal of the Corporation, and shall have authority to affix the
same to any instrument requiring it.
          Section 11.2   The Assistant Secretaries, in the order
of their seniority, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the
Secretary.
                          ARTICLE XII

             THE TREASURER AND ASSISTANT TREASURERS
          Section 12.1   The Treasurer shall have the custody of
the corporate funds and securities and shall deposit all moneys
and other valuable effects in the name and to the credit of the
Corporation, in such depositories as may be designated by the
Board of Directors.
          Section 12.2   The Treasurer shall disburse the funds
of the Corporation as may be ordered by the Board or by the
Chairman of the Board, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board and
the Board of Directors, at the regular meetings of the Board, or
whenever they may require it, an account of all his transactions
as Treasurer.
          Section 12.3   The Treasurer shall give the Corporation
a bond, if required by the Board of Directors, in a sum, and with
one or more sureties, satisfactory to the Board, for the faithful
performance of the duties of his office, and for the restoration
to the Corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the Corporation; but the Board of Directors
may, if they see fit, dispense with such bond.
          Section 12.4   The Assistant Treasurers, in the order
of their seniority shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the
Treasurer.

                          ARTICLE XIII

                        INDEMNIFICATION
          Section 13.1   Subject to the Section 13.3, the
Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or
was a director, officer or employee of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer, or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to the
best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
          Section 13.2   Subject to Section 13.3, the Corporation
shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, or employee of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
or employee of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the Corporation; except
that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged
to be liable to the Corporation unless and only to the extent
that the Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
          Section 13.3   Any indemnification under this Article
XIII (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, or employee is proper
in the circumstances because he has met the applicable standard
of conduct set forth in Section 13.1 or Section 13.2 of this
Article XIII, as the case may be.  Such determination shall be
made (i) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit
or proceeding, or (ii) if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or
(iii) by the stockholders.  To the extent, however, that a
director, officer, or employee of the Corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding described above, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith, without the necessity of
authorization in the specific case.
          Section 13.4   For purposes of any determination under
Section 13.3 of this Article XIII, a person shall be deemed to
have acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the
Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe his
conduct was unlawful, if his action is based on the records or
books of account of the Corporation or another enterprise, or on
information supplied to him by the officers of the Corporation or
another enterprise in the course of their duties, or on the
advice of legal counsel for the Corporation or another enterprise
or on information or records given or reports made to the
Corporation or another enterprise by an independent certified
public accountant or by an appraiser or other expert selected
with reasonable care by the Corporation or another enterprise.
The term "another enterprise" as used in this Section 13.4 shall
mean any other corporation or any partnership, joint venture,
trust or other entity of which such person is or was serving at
the request of the Corporation as a director, officer, or
employee.  The provisions of this Section 13.4 shall not be
deemed to be exclusive or to limit in any way the circumstances
in which a person may be deemed to have met the applicable
standard of conduct set forth in Sections 13.1 or 13.2 of this
Article XIII, as the case may be.
          Section 13.5   Notwithstanding any contrary determin-
ation in the specific case under Section 13.3 of this Article
XIII, and notwithstanding the absence of any determination
thereunder, any director, officer, or employee may apply to any
court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under
Sections 13.1 or 13.2 of this Article XIII.  The basis of such
indemnification by a court shall be a determination by such court
that indemnification of the director, officer, or employee is
proper in the circumstances because he has met the applicable
standards of conduct set forth in Sections 13.1 or 13.2 of this
Article XIII, as the case may be. Notice of any application for
indemnification pursuant to this Section 13.5 shall be given to
the Corporation promptly upon the filing of such application.
          Section 13.6   Expenses incurred in defending or
investigating a threatened or pending action, suit or proceeding
shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, or employee
to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the Corporation as
authorized in this Article XIII.
          Section 13.7  The indemnification and advancement of
expenses provided by, or granted pursuant to, the other Sections
of this Article XIII shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of
expenses may be entitled under any By-Law, agreement, contract,
vote of stockholders or disinterested directors or pursuant to
the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such
office, it being the policy of the Corporation that
indemnification of, and advancement of expenses to, the persons
specified in Sections 13.1 and 13.2 of this Article XIII shall be
made to the fullest extent permitted by law.  To this end, the
provisions of this Article XIII shall be deemed to have been
amended for the benefit of such persons effective immediately
upon any modification of the General Corporation Law of Delaware
which expands or enlarges the power or obligation of corporations
organized under such Law to indemnify, or advance expenses to,
such persons.  The Corporation shall have authority to (i)
deposit funds in trust or in escrow, (ii) establish any form of
self-insurance, (iii) secure its indemnity obligation by grant of
a security interest or other lien on the assets of the
Corporation, or (iv) establish a letter of credit, guaranty or
surety arrangement for the benefit of such persons in connection
with the anticipated indemnification or advancement of expenses
contemplated in this Article XIII.  The provisions of this
Article XIII shall not be deemed to preclude the indemnification
of, or advancement of expenses to, any person who is not
specified in Sections 13.1 or 13.2 of this Article XIII but whom
the Corporation has the power or obligation to indemnify, or to
advance expenses for, under the provisions of the General
Corporation Law of the State of Delaware, or otherwise.  The
indemnification and advancement of expenses provided by, or
granted pursuant to, this Article XIII shall, unless otherwise
provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer and employee and shall inure
to the benefit of the heirs, executors and administrators of such
person.  The undertaking of the Corporation to provide
indemnification and advancement of expenses, which is provided by
or granted pursuant to this Article XIII, shall constitute a
contractual obligation between the Corporation and each director,
officer and employee of the Corporation.
          Section 13.8  The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director,
officer or employee of the Corporation, or is or was serving at
the request of the Corporation as a director, officer or employee
of another  corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the
power of the obligation to indemnify him against such liability
under the provisions of this Article XIII.
          Section 13.9  For purposes of this Article XIII,
references to the "Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, and
employees so that any person who is or was a director, officer or
employee of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director,
officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article XIII with respect
to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence
had continued.
          Section 13.10  Notwithstanding any other provision of
these By-Laws, the repeal of any amendment of this Article XIII
which diminishes, impairs or otherwise adversely affects the
rights to indemnification or advancement of expenses afforded to
a director, officer or employee by, or granted pursuant to, this
Article XIII shall be effective only with respect to acts or
omissions occurring after the effective date of such repeal or
amendment.  The provisions of this Article XIII in effect
immediately prior to such repeal or amendment shall be
determinative as to the rights to indemnification and advancement
of expenses afforded to such persons with respect to acts or
omissions occurring at any time prior to such repeal or
amendment.

                          ARTICLE XIV

                     CERTIFICATES OF STOCK
          Section 14.1  The certificates of stock of the
Corporation shall be numbered and shall be entered in the books
of the Corporation as they are issued.  They shall exhibit the
holder's name and number of shares and shall be signed by the
Chairman of the Board, the President or a Vice-President, and by
the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary.  Where a certificate is countersigned (a) by
a transfer agent other than the Corporation or its employee, or
(b) by a registrar other than the Corporation or its employee,
any other signature on the certificate may be facsimile.  In case
any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer, transfer agent
or registrar at the date of issue.

                           ARTICLE XV

                       TRANSFERS OF STOCK
          Section 15.1  Transfers of stock shall be made on the
books of the Corporation only by the person named in the
certificate or by attorney, lawfully constituted in writing, and
upon surrender of the certificate therefor.

                          ARTICLE XVI

                       FIXING RECORD DATE
          Section 16.1  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.  A determination
of stockholders or record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournments of the
meeting; provided, however, that the Board of Directors may fix a
new record date for the adjourned meeting.

                          ARTICLE XVII

                    REGISTERED STOCKHOLDERS
          Section 17.1  The Corporation shall be entitled to
treat the holder of record of any share of 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 on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided
by the laws of Delaware.

                         ARTICLE XVIII

                       LOST CERTIFICATES
          Section 18.1  The Board of Directors may authorize the
issue of a new certificate of stock in the place or any
certificate theretofore issued by the Corporation, alleged to
have been lost, stolen or destroyed, and the Board of Directors
may, in their discretion, require the owner of the lost, stolen
or destroyed certificate, or his legal representatives, to give
the Corporation a bond sufficient to indemnify the Corporation
against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate and to
furnish some proof of the loss, theft or destruction of such
certificate as they shall deem proper and to comply with such
other regulations as the Board shall from time to time fix
including advertising such loss or destruction in such manner as
the Board of Directors may require.  A new certificate may be
issued without requiring any bond when, in the judgment of the
Board of Directors, it is proper to do so.

                          ARTICLE XIX

                INSPECTION OF BOOKS AND RECORDS
          Section 19.1  The directors shall determine from time
to time whether, and if allowed, when and under what conditions
and regulations the books and records of the Corporation (except
such as may by statute be specifically open to inspection) or any
of them shall be open to the inspection of the stockholders, and
the stockholders' rights in this respect are and shall be
restricted and limited accordingly.

                           ARTICLE XX

                             CHECKS
          Section 20.1  All checks or demands for money and notes
of the Corporation shall be signed by such officer or officers as
the Board of Directors may from time to time designate.

                          ARTICLE XXI

                          FISCAL YEAR
          Section 21.1  The fiscal year of the Corporation shall
be as determined by the Board of Directors.

                          ARTICLE XXII

                           DIVIDENDS
          Section 22.1  Dividends upon the capital stock of the
Corporation, subject to the provisions of the Restated
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.
          Section 22.2  Before payment of any dividend, there may
be set aside out of any funds of the Corporation available for
dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interests
of the Corporation.
                         ARTICLE XXIII

                  DIRECTORS' ANNUAL STATEMENTS
          Section 23.1  The Board of Directors shall present at
each annual meeting of the stockholders a full and clear
statement of the business and affairs of the Corporation for the
preceding year.

                          ARTICLE XXIV

                            NOTICES
          Section 24.1  Whenever under the provisions of these By-
Laws notice is required to be given to any director, committee
member, officer or stockholder, it shall not be construed to mean
personal notice, but such notice may be given, in the case of
stockholders, in writing, by mail, by depositing the same in the
post office or letter-box, in a postpaid sealed wrapper,
addressed to such stockholder, at such address as appears on the
books of the Corporation, or, in default of other address, to
such stockholder at the General Post Office in the City of
Wilmington, Delaware, and in the case of directors, committee
members and officers, by telephone, or by mail or by telegram to
the last business address known to the Secretary of the
Corporation, and such notice shall be deemed to be given at the
time when the same shall be thus mailed or telegraphed or
telephoned.

                          ARTICLE XXV

                        WAIVER OF NOTICE
          Section 25.1  Whenever, under the provisions of these
By-Laws or of any law, the stockholders, directors or committees
are authorized to hold any meeting after notice or after a
particular notice, or after the lapse of any prescribed period of
time, such meeting may be held without notice or without said
particular notice or without such lapse of time by the written
waiver or waivers of notice and written consent or consents to
act, signed by every person entitled to such notice, or entitled
to be present at any such meeting or participate in any such
action, whether signed before or after the time stated therein.
Except as otherwise provided by law, attendance of a person at a
meeting shall constitute a waiver of notice of such meeting.

                          ARTICLE XXVI

                           AMENDMENTS
          Section 26.1  These By-Laws may be amended or repealed
and new By-Laws may be adopted by (a) the affirmative vote of a
majority of the Board of Directors then in office, at any meeting
of the Board of Directors or (b) the affirmative vote of the
holders of at least eighty percent (80%) of the voting power of
all of the issued and outstanding shares of stock of the
Corporation which are entitled to vote either (i) at the annual
stockholders meeting or (ii) at any special stockholders meeting,
provided, in the case of the annual or any special meeting of
stockholders, a brief description of such proposed amendment or
repeal and adoption of new By-Laws is contained in the notice of
such annual or special stockholders meeting.  Notwithstanding the
foregoing, the repeal or any amendment of Article XIII shall be
subject to the provisions of Section 13.10.