Amended and restated as of
December 17, 1997.

                                   BY-LAWS

                                      OF

                             IMO INDUSTRIES INC.

                                  ARTICLE I

                                   OFFICES

            Section I.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 II.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  II.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 III.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 III.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  III.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 III.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 III.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 III.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 III.7 Business  transacted at all special  meetings shall be
confined to the objects stated in the notice thereof.

            Section III.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 III.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  III.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 III.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 III.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 IV.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  IV.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 IV.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 IV.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  IV.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 IV.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 reelection, 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  may  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 places 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 facsimile 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. If there is an Executive Committee, 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 Committee 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 VI.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  VI.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  VI.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 VI.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  VI.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  VI.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 VII.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 VII.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  VII.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 VII.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  VII.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  VII.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 VIII.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  VIII.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 IX.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  IX.2 In the  absence  or  disability  of the  President,  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 X.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  XI.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  XI.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 XII.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  XII.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  XII.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  XII.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 XIII.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  XIII.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 XIII.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 XIII.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 XIII.5  Notwithstanding  any contrary  determination  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 XIII.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  XIII.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 XIII.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 XIII.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  XIII.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 XIV.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  XV.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  XVI.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 XVII.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  XVIII.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  XIX.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  XX.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  XXI.1  The  fiscal  year  of the  Corporation  shall  be as
determined by the Board of Directors.


                                 ARTICLE XXII

                                  DIVIDENDS


            Section XXII.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  XXII.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  XXIII.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 XXIV.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 XXV.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  XXVI.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.