BY-LAWS
 
                                 OF
 
                           PRESSTEK, INC.
                      (A Delaware corporation)
 
             ------------------------------------------
 
                              ARTICLE I
                      Meetings of Stockholders
 
            SECTION 1.  Annual Meeting.  The annual meeting of the
stockholders of PRESSTEK, INC. (hereinafter, the "Corporation")
for the election of directors and for the transaction of such
other proper business shall be held at such place, on such date
and at such time as may be fixed by the Board of Directors.
 
            SECTION 2.  Special Meetings.  Special meetings of the
stockholders, unless otherwise prescribed by statute, may be
called at any time by the Board of Directors and shall be held,
only for the purposes specified in the notice of the meeting, at
such place, either within or without the State of Delaware, and
at such hour as may be designated by the Board of Directors.
 
            SECTION 3.  Notice of Meetings.  Written notice of each
meeting of the stockholders, which shall state the place, date
and hour of the meeting and the purpose or purposes for which it
is called, shall be given not less than ten nor more than fifty
days before the date of such meeting to each stockholder entitled
to vote at such meeting, and, if mailed, it shall be deposited in
the United States mail, postage prepaid, directed to the
stockholder at his/her address as it appears on the records of
 
<PAGE>
 
the Corporation.  Any such notice for any meeting other than the
annual meeting shall indicate that it is being issued at the
direction of the Board.  Whenever notice is required to be given,
a written waiver thereof signed by the person entitled thereto,
whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.  When a
meeting is adjourned to another time or place, notice need not be
given if the time and place thereof are announced at the meeting
at which the adjournment is taken.  If the adjournment is for
more than thirty days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
 
            SECTION 4.  Quorum.  At any meeting of the stockholders
the holders of the majority of the shares, issued and outstanding
and entitled to vote, shall be present in person or represented
by proxy in order to constitute a quorum for the transaction of
any business.  In the absence of a quorum, the holders of a
majority of the shares present in person or represented by proxy
and entitled to vote may adjourn the meeting from time to time.
At any such adjourned meeting at which a quorum may be present,
the Corporation may transact any business which might have been
transacted at the original meeting.
 
                                 -2-
 
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            SECTION 5.  Organization.  At each meeting of the
stockholders, the Chairperson of the Board or, in his/her absence
or inability to act, the Vice-Chairperson of the Board or, in
his/her absence or inability to act, the President or, in his/her
absence or inability to act, a Vice President or, in his/her
absence of inability to act, any person chosen by the majority of
those stockholders present in person or represented by proxy
shall act as chairperson of the meeting.  The Secretary or, in
his/her absence or inability to act, any person appointed by the
chairperson of the meeting shall act as secretary of the meeting
and keep the minutes thereof.
 
            SECTION 6.  Order of Business.  The order of business
at all meetings of the stockholders shall be as determined by the
chairperson of the meeting.
 
            SECTION 7.  Voting.  Unless otherwise provided in the
Certificate of Incorporation, and subject to statute, each
stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder:
 
                  (a)  on the date fixed pursuant to the provisions
            of Section 5 of Article V of these By-Laws as the
            record date for the determination of the stockholders
            to be entitled to notice of or to vote at such meeting;
            or
 
                  (b)  if no record date is fixed, then at the close
            of business on the day next preceding the day on which
            notice is given.
 
                                 -3-
 
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Each stockholder entitled to vote at any meeting of stockholders
or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act
for him/her by proxy.  Any such proxy shall be delivered to the
secretary of such meeting at or prior to the time designated in
the order of business for so delivering such proxies.  Except as
otherwise required by statute or by the Certificate of
Incorporation, a majority of the votes cast at a meeting of the
stockholders shall be necessary to authorize any corporate action
to be taken by vote of the stockholders.  Unless required by
statute, or determined by the chairperson of the meeting to be
advisable, the vote on any question other than the election of
directors need not be by ballot.  On a vote by ballot, each
ballot shall be signed by the stockholder voting, or by his/her
proxy if there be such proxy, and shall state the number of
shares voted.
 
            SECTION 8.  List of Stockholders.  A list of the
stockholders entitled to vote at any meeting shall be produced
and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is
present.
 
            SECTION 9.  Inspectors.  The Board may, in advance of
any meeting of stockholders, appoint one or more inspectors to
act at such meeting or any adjournment thereof.  If the
inspectors shall not be so appointed or if any of them shall fail
to appear or act, the chairperson of the meeting shall appoint
inspectors.  Each inspector, before entering upon the discharge
 
                                 -4-
 
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of his/her duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict
impartiality and according to the best of his/her ability.  The
inspectors shall determine the number of shares outstanding and
the voting power of each, the number of shares represented at the
meeting, the existence of a quorum, the validity and effect of
proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with
the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders.
On request of the chairperson of the meeting or any stockholder
entitled to vote thereat, the inspector shall make a report in
writing of any challenge, question or matter determined by them
and shall execute a certificate of any fact found by them.  No
director or candidate for the office of director shall act as an
inspector of an election of directors.  Inspectors need not be
stockholders.
 
            SECTION 10.  Action Without a Meeting.  Any action
required or permitted to be taken at any meeting of stockholders
may be taken without a meeting if the holders of a majority of
the issued and outstanding shares entitled to vote consent
thereto in writing, the writing or writings are filed with the
minutes of the stockholders, and the stockholders not consenting
thereto are notified in accordance with the General Corporation
Law of the State of Delaware.
 
                                 -5-
 
<PAGE>
 
                             ARTICLE II
                         Board of Directors
 
            SECTION 1.  General Powers.  The business and affairs
of the Corporation shall be managed by or under the direction of
a Board of Directors.  The Board may exercise all such authority
and powers of the Corporation and do all such lawful acts and
things as are not by statute or the Certificate of Incorporation
directed or required to be exercised or done by the stockholders.
The Board shall determine officers compensation.
 
            SECTION 2.  Number, Qualifications, Election and Term
of Office.  The Board of Directors shall consist of such number
as may determined from time to time by a majority vote of the
entire Board of Directors, which number may be increased and
decreased as provided below.  The Board of Directors, by the vote
of a majority of the entire Board, may increase the number of
Directors and may elect Directors to fill the vacancies created
by any such increase in the number of Directors until the next
annual meeting or until their successors are duly elected and
qualify.  The Board of Directors, by the vote of a majority of
the entire Board, may decrease the number of Directors, but any
such decrease shall not affect the term of office of any
Director.  Vacancies occurring by reason of any such increase or
decrease shall be filled in accordance with Section 14 of
this Article II.
 
            SECTION 3.  Appointment of Chairperson and Vice-
Chairperson.            (a)   The Board is empowered to appoint a
Chairperson of the Board of Directors.  The Chairperson shall act
 
                                 -6-
 
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as chairperson of all meetings of the Board of Directors and at
all special and annual meetings of stockholders, and shall have
control over the agenda of such meetings, all in accordance with
the provisions of these By-laws and the Certificate of
Incorporation.  The Chairperson shall perform such other duties
as may from time to time be assigned to him/her by the Board.
 
            (b)   The Board is empowered to appoint a Vice-
Chairperson of the Board of Directors. In the absence of the
Chairperson, the Vice-Chairperson shall act as chairperson of all
meetings of the Board of Directors and at all special and annual
meetings of stockholders.  The Vice Chairperson shall perform
such other duties as may from time to time be assigned to him/her
by the Board.
 
            SECTION 4.  Place of Meeting.  The Board of Directors
shall hold its meetings at such place, within or without the
State of Delaware, as it may from time to time determine or as
shall be specified in the notice of any such meeting.
 
            SECTION 5.  Annual Meeting.  The Board shall meet for
the purpose of organization, the election of officers and the
transaction of other business as soon as practicable after each
annual meeting of the stockholders, on the same day and at the
same place where such annual meeting shall be held.  Notice of
such meeting need not be given.  Such meeting may be held at any
other time or place, within or without the State of Delaware,
which shall be specified in a notice thereof given as hereinafter
provided in Section 8 of this Article II.
 
                                 -7-
 
<PAGE>
 
            SECTION 6.  Regular Meetings.  Regular meetings of the
Board shall be held at such time as the Board may fix.  If any
day fixed for a regular meeting shall be a legal holiday at the
place where the meeting is to be held, then the meeting which
would otherwise be held on that day shall be held at the same
hour on the next succeeding business day.  Notice of regular
meetings of the Board need not be given except as otherwise
required by statute or these By-Laws.
 
            SECTION 7.  Special Meetings.  Special meetings of the
Board may be called by the Chairperson of the Board, the Vice-
Chairperson of the Board, or by a majority of the entire Board.
 
            SECTION 8.  Notice of Meetings.  Notice of each special
meeting of the Board (and of each regular meeting for which
notice shall be required) shall be given by the Secretary as
hereinafter provided in this Section 8, in which notice shall
be stated the time and place of the meeting.  Except as otherwise
required by these By-laws, such notice need not state the
purposes of such meeting.  Notice of each such meeting shall be
mailed, postage prepaid, to each director, addressed to him/her
at his/her residence or usual place of business, by first-class
mail, at least two (2) days before the day on which such meeting
is to be held, or shall be sent addressed to him/her at such
place by telegraph, telex, cable or wireless, or be delivered to
him/her personally or by telephone, at least 24 hours before the
time at which such meeting is to be held.  A written waiver of
notice, signed by the director entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to
 
                                 -8-
 
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notice.  Notice of any such meeting need not be given to any
director who shall, either before or after the meeting, submit a
signed waiver of notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice
to him/her.
 
            SECTION 9.  Quorum and Manner of Acting.  Except as
hereinafter provided, a majority of the entire Board shall be
present in person or by means of a conference telephone or
similar communications equipment which allows all persons
participating in the meeting to hear each other at the same time
at any meeting of the Board in order to constitute a quorum for
the transaction of business at such meeting; and, except as
otherwise required by statute or the Certificate of
Incorporation, the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the
Board.  In the absence of a quorum at any meeting of the Board, a
majority of the directors present thereat may adjourn such
meeting to another time and place.  Notice of the time and place
of any such adjourned meeting shall be given to the directors who
were not present at the time of the adjournment and, unless such
time and place were announced at the meeting at which the
adjournment was taken, to the other directors.  At any adjourned
meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as
originally called.  The directors shall act only as a Board and
the individual directors shall have no power as such.
 
                                 -9-
 
<PAGE>
 
            SECTION 10.  Action Without a Meeting.  Any action
required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if all members of the
Board consent thereto in writing, and the writing or writings are
filed with the minutes of the Board.
 
            SECTION 11.  Telephonic Participation.  Members of the
Board of Directors may participate in a meeting of the Board by
means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to
hear each other at the same time.  Participation in such a
meeting shall constitute presence in person at such meeting.
 
            SECTION 12.  Organization.  At each meeting of the
Board, the Chairperson of the Board or, in his/her absence or
inability to act, the Vice-Chairperson or, in his/her absence or
inability to act, another director chosen by a majority of the
directors present shall act as chairperson of the meeting and
preside thereat.  The Secretary or, in his/her absence or
inability to act, any person appointed by the chairperson shall
act as secretary of the meeting and keep the minutes thereof.
 
            SECTION 13.  Resignations.  Any director may resign at
any time upon written notice to the Corporation.  Any such
resignation shall take effect at the time specified therein or,
if the time when it shall become effective shall not be specified
therein, immediately upon its receipt; and, unless otherwise
specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
 
                                -10-
 
<PAGE>
 
            SECTION 14.  Vacancies.  Vacancies and newly created
directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole
remaining director.  If there are no directors in office, then a
special meeting of stockholders for the election of directors may
be called and held in the manner provided by statute.  When one
or more directors shall resign from the Board, effective at a
future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective, and each
director so chosen shall hold office until the next election of
directors and until their successors shall be elected and
qualified.
 
            SECTION 15.  Removal of Directors.  Except as otherwise
provided in the Certificate of Incorporation or in these By-laws,
any director may be removed, either with or without cause, at any
time, by the affirmative vote of the holders of record of a
majority of the issued and outstanding stock entitled to vote for
the election of directors of the Corporation given at a special
meeting of the stockholders called and held for the purpose; and
the vacancy in the Board caused by such removal may be filled by
such stockholders at such meeting, or, if the stockholders shall
fail to fill such vacancy, as in these By-Laws provided.
 
            SECTION 16.  Compensation.  The Board of Directors
shall have authority to fix the compensation, including fees and
 
                                -11-
 
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reimbursement of expenses, of directors for services to the
Corporation in any capacity.
 
                             ARTICLE III
                   Executive and Other Committees
 
            SECTION 1.  Executive and Other Committees.  The Board
may, by resolution passed by a majority of the whole Board,
designate one or more committees, each committee to consist of
two or more of the directors of the Corporation.  The Board may
designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at
any meeting of the committee.  Any such committee, to the extent
provided in the resolution, shall have and may exercise the
powers of the Board in the management of the business and affairs
of the Corporation, and may authorize the seal of the Corporation
to be affixed to all papers which may require it; provided,
however, that in the absence or disqualification of any member of
such committee or committees, the member or members thereof
present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in the place of
any such absent or disqualified member.  Each committee shall
keep written minutes of its proceedings and shall report such
minutes to the Board when required.  All such proceedings shall
be subject to revision or alteration by the Board; provided,
however, that third parties shall not be prejudiced by such
revision or alteration.
 
                                -12-
 
<PAGE>
 
            SECTION 2.  General.  A majority of any committee may
determine its action and fix the time and place of its meetings,
unless the Board shall otherwise provide.  Notice of such meeting
shall be given to each member of the committee in the manner
provided for in Article II, Section 8.  The Board shall have any
power at any time to fill vacancies in, to change the membership
of, or to dissolve any such committee. Nothing herein shall be
deemed to prevent the Board from appointing one or more
committees consisting in whole or in part of persons who are not
directors of the Corporation; provided, however, that no such
committee shall have or may exercise any authority of the Board.
 
            SECTION 3.  Action Without a Meeting.  Any action
required or permitted to be taken by any committee at a meeting
may be taken without a meeting if all of the members of the
committee consent in writing to the adoption of the resolutions
authorizing such action.  The resolutions and written consents
thereto shall be filed with the minutes of the committee.
 
            SECTION 4.  Telephone Participation.  One or more
members of a committee may participate in a meeting by means of a
conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at
the same time.  Participation by such means shall constitute
presence in person at the meeting.
 
                                -13-
 
<PAGE>
 
                             ARTICLE IV
                              Officers
 
            SECTION 1.  Number and Qualifications.  The officers of
the Corporation shall include the Chief Executive Officer, Chief
Operating Officer, President, one or more Executive Vice
Presidents, one or more Vice Presidents, the Treasurer and the
Secretary.  Any number of offices may be held by the same person.
Such officers shall be elected from time to time by the Board.
Each officer shall hold his/her office until his/her successor is
elected and qualified or until his/her earlier resignation or
removal.  The Board may from time to time elect, or delegate to the
President or the Executive Vice President the power to appoint,
such other officers (including one or more Assistant Treasurers and
one or more Assistant Secretaries) and such agents as may be
necessary or desirable for the business of the Corporation.  Such
other officers and agents shall have such duties and shall hold
their offices for such terms as may be prescribed by the Board or
by the appointing authority.
 
            SECTION 2.  Resignations.  Any officer may resign at any
time upon written notice to the Corporation.  Any such resignation
shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein,
immediately upon its receipt; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary
to make it effective.
 
            SECTION 3.  Removal.  Any officer or agent of the
corporation may be removed, either with or without cause, at any
 
                                -14-
 
<PAGE>
 
time, by the Board at any meeting of the Board or, except in the
case of an officer or agent elected or appointed by the Board, by
the President, or the Executive Vice President.
 
            SECTION 4.  Vacancies.  Any vacancy occurring in any
office of the Corporation by death, resignation, removal or
otherwise, shall be filled for the unexpired portion of the term of
the office which shall be vacant, in the manner prescribed in these
By-laws for the regular election or appointment to such office.
 
            SECTION 5.  The Chief Executive Officer.  The Chief
Executive Officer shall have general supervision and direction of
the business and affairs of the Corporation, subject, however, to
the direction and control of the Board.  The Chief Executive
Officer may sign and execute in the name of the Corporation deeds,
mortgages, bond, contracts or other instruments.  He shall perform
all duties incident to the office of the Chief Executive Officer
and shall, when requested, counsel with and advise the other
officers of the Corporation and shall perform such other duties as
the Board may from time to time determine.
 
            SECTION 6.  The Chief Operating Officer.  The Chief
Operating Officer shall have general supervision and direction of
the business and affairs of the Corporation and shall have general
and active supervision and direction over the business operations
and affairs of the Corporation and over its several officers,
agents and employees, subject, however, to the direction and
control of the Board.  The Chief Operating Officer may sign and
execute in the name of the Corporation deeds, mortgages, bond,
contracts or other instruments.  He shall perform all duties
 
                                -15-
 
<PAGE>
 
incident to the office of the Chief Operating Officer and shall,
when requested, counsel with and advise the other officers of the
Corporation and shall perform such other duties as the Board may
from time to time determine.
 
            SECTION 7.  The President.  The President shall have such
powers and perform such duties as from time to time may be assigned
to him/her by the Board.
 
            SECTION 8.  Executive Vice President.  The Executive Vice
President shall have such powers and perform such duties as from
time to time may be assigned to him/her by the Board.
 
            SECTION 9.  Vice Presidents.  Each Vice President shall
have such powers and perform such duties as from time to time may
be assigned to him/her by the Board.
 
            SECTION 10.  The Treasurer.  The Treasurer shall:
 
                  (a)  have charge and custody of, and be
            responsible for, all the funds and securities
            of the Corporation;
 
                  (b)  keep full and accurate accounts of
            receipts and disbursements in books belonging
            to the Corporation;
 
                  (c)  cause all monies and other valuables
            to be deposited to the credit of the
            Corporation in such depositories as may be
            designated by the Board;
 
                  (d)  receive, and give receipts for,
            monies due and payable to the Corporation from
            any source whatsoever;
 
                                -16-
 
<PAGE>
 
                  (e)  disburse the funds of the
            Corporation and supervise the investment of
            its funds as ordered or authorized by the
            Board, taking proper vouchers therefor; and
 
                  (f)  in general, have all the powers and
            perform all the duties incident to the office
            of Treasurer and such other duties as from
            time to time may be assigned to him/her by the
            Board, the Chairperson of the Board or the
            President.
 
            SECTION 11.  The Secretary.  The Secretary shall:
 
                  (a)  record the proceedings of the
            meetings of the stockholders and directors in
            a minute book to be kept for that purpose;
 
                  (b)  see that all notices are duly given
            in accordance with the provisions of these
            By-laws and as required by law;
 
                  (c)  be custodian of the records and the
            seal of the Corporation and affix and attest
            the seal to all stock certificates of the
            Corporation (unless the seal of the
            Corporation on such certificates shall be a
            facsimile, as hereinafter provided) and affix
            and attest the seal to all other documents to
            be executed on behalf of the Corporation under
            its seal;
 
                                -17-
 
<PAGE>
 
                  (d)  see that the books, reports,
            statements, certificates and other documents
            and records required by law to be kept and
            filed are properly kept and filed; and
 
                  (e)  in general, have all the powers and
            perform all the duties incident to the office
            of Secretary and such other duties a from time
            to time may be assigned to him/her by the
            Board, the Chairperson of the Board or the
            President.
 
            SECTION 12.  Officers' Bonds or Other Security.  The
Board may secure the fidelity of any or all of its officers or
agents by bond or otherwise, in such amount and with such surety or
sureties as the Board may require.
 
            SECTION 13.  Compensation.  The compensation of the
officers of the Corporation for their services as such officers
shall be fixed from time to time by the Board; provided, however,
that the Board may delegate to the Chairperson of the Board or the
President the power to fix the compensation of officers and agents
appointed by the Chairperson of the Board or the President, as the
case may be.  An officer of the Corporation shall not be prevented
from receiving compensation by reason of the fact that he is also
a director of the Corporation, but any such officer who shall also
be a director (except in the event there is only one director of
the Corporation) shall not have any vote in the determination of
the amount of compensation paid to him/her.
 
                                -18-
 
<PAGE>
 
                              ARTICLE V
                            Shares. etc.
 
            SECTION 1.  Stock Certificates.  Every holder of stock in
the Corporation shall be entitled to have a certificate signed by
or in the name of the Corporation by the Chairperson or Vice-
Chairperson of the Board or the President or a Vice President, and
by the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary, certifying the number of shares owned by
him/her in the Corporation.  Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent
or registrar who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it
may nevertheless be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date
of issue.
 
            SECTION 2.  Books of Account and Record of Stockholders.
The books and records of the Corporation may be kept at such
places, within or without the State of Delaware, as the Board of
Directors may from time to time determine.  The stock record books
and the blank stock certificate books shall be kept by the
Secretary or by any other officer or agent designated by the Board
of Directors.
 
            SECTION 3.  Transfer of Shares.  Transfers of shares of
stock of the Corporation shall be made on the stock records of the
Corporation only upon authorization by the registered holder
thereof, or by his/her attorney thereunto authorized by power of
 
                                -19-
 
<PAGE>
 
attorney duly executed and filed with the Secretary or with a
transfer agent or transfer clerk, and on surrender of the
certificate or certificates for such shares properly endorsed or
accompanied by a duly executed stock transfer power and the payment
of all taxes thereon.  Except as otherwise provided by law, the
Corporation shall be entitled to recognize the exclusive right of
a person in whose name any share or shares stand on the record of
stockholders as the owner of such share or shares for all purposes,
including, without limitation, the rights to receive dividends or
other distributions, and to vote as such owner, and the Corporation
may hold any such stockholder of record liable for calls and
assessments and the Corporation shall not be bound to recognize any
equitable or legal claim to or interest in any such shares or
shares on the part of any other person whether or not it shall have
express or other notice thereof.  Whenever any transfers of shares
shall be made for collateral security and not absolutely, and both
the transferor and transferee request the Corporation to do so,
such fact shall be stated in the entry of the transfer.
 
            SECTION 4.  Regulations.  The Board may make such
additional rules and regulations, not inconsistent with these
By-laws, as it may deem expedient concerning the issue, transfer
and registration of certificates for shares of stock of the
Corporation.  It may appoint, or authorize any officer or officers
to appoint, one or more transfer agents or one or more transfer
clerks and one or more registrars and may require all certificates
for shares of stock to bear the signature or signatures of any of
them.
 
                                -20-
 
<PAGE>
 
            SECTION 5.  Fixing of Record Date.  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 express consent to corporate action in writing
without a meeting, 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.
 
            SECTION 6.  Lost, Stolen or Stock Certificates.  The
holder of any certificate representing shares of Stock of the
Corporation shall immediately notify the Corporation of any loss,
destruction or mutilation of such certificate, and the Corporation
may issue a new certificate of stock in the place of any
certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Board may, in its discretion, require
the owner of the lost, stolen or destroyed certificate, or his/her
legal representative, to give the Corporation a bond sufficient, as
the Board in its absolute discretion shall determine, 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 or the issuance of such new certificate.  Anything
herein to the contrary notwithstanding, the Board, in its absolute
discretion, may refuse to issue any such new certificate, except
 
                                -21-
 
<PAGE>
 
pursuant to judicial proceedings under the laws of the State of
Delaware.
 
                             ARTICLE VI
           Contracts, Checks, Drafts, Bank Accounts, Etc.
 
            SECTION 1.  Execution of Contracts.  Except as otherwise
required by statute, the Certificate of Incorporation or these By-
Laws, any contract or other instrument may be executed and
delivered in the name and on behalf of the Corporation by such
officer or officers (including any assistant officer) of the
Corporation as the Board may from time to time direct and by the
Corporation's Chairperson and Vice-Chairperson of the Board, if the
Board so directs.  Such authority may be general or confined to
specific instances as the Board may determine.  Unless authorized
by the Board or expressly permitted by these By-Laws, no officer,
director, or agent or employee shall have any power or authority to
bind the Corporation by any contract or engagement or to pledge its
credit or to tender it pecuniarily liable for any purpose or to any
amount.
 
            SECTION 2.  Loans.  Unless the Board shall otherwise
determine, the President or any Vice-President may effect loans and
advances at any time for the Corporation from any bank, trust
company or other institution, or from any firm, corporation or
individual, and for such loans and advances may make, execute and
deliver promissory notes, bonds or other certificates or evidences
of indebtedness of the Corporation, but no officer or officers
shall mortgage, pledge, hypothecate or transfer any securities or
 
                                -22-
 
<PAGE>
 
other property of the Corporation other than in connection with the
purchase of chattels for use in the Corporation's operations,
except when authorized by the Board.
 
            SECTION 3.  Checks Drafts. etc.  All checks, drafts,
bills of exchange or other orders for the payment of money out of
the funds of the Corporation, and all notes or other evidence of
indebtedness of the Corporation, shall be signed in the name and on
behalf of the Corporation by such persons and in such manner as
shall from time to time be authorized by the Board.
 
            SECTION 4.  Deposits.  All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or other
depositaries as the Board may from time designate or as may be
designated by any officer or officers of the Corporation to whom
such power of designation may from time to time be delegated by the
Board.  For the purpose of deposit and for the purpose of
collection for the account of the Corporation, checks, drafts and
other orders for the payment of money which are payable to the
order of the Corporation may be endorsed, assigned and delivered by
any officer or agent of the Corporation.
 
            SECTION 5.  General and Special Bank Accounts.  The Board
may from time to time authorize the opening and keeping of general
and special bank accounts with such banks, trust companies or other
depositaries as the Board may designate or as may be designated by
any officer or officers of the Corporation to whom such power of
designation may from time to time be delegated by the Board.  The
Board may make such special rules and regulations with respect to
 
                                -23-
 
<PAGE>
 
such bank accounts, not inconsistent with the provisions of these
By-Laws, as it may deem expedient.
 
                             ARTICLE VII
                               Offices
 
            SECTION 1.  Registered Office.  The registered office and
registered agent of the Corporation will be as specified in the
Certificate of Incorporation of the Corporation.
 
            SECTION 2.  Other Offices.  The Corporation may also have
such offices, both within or without the State of Delaware, as the
Board of Directors may from time to time determine or the business
of the Corporation may require.
 
                            ARTICLE VIII
                             Fiscal Year
 
            The fiscal year of the Corporation shall be as determined
by the Board of Directors.
 
                             ARTICLE IX
                                Seal
 
            The seal of the Corporation shall be circular in form,
shall bear the name of the Corporation and shall include the words
and numbers "Corporate Seal", "Delaware" and the year of
incorporation.
 
                              ARTICLE X
                           Indemnification
 
            SECTION 1.  General.  The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to
 
                                -24-
 
<PAGE>
 
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, or 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,
employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him/her 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, in accordance with and to the full extent
permitted by statute and by the Certificate of Incorporation of the
Corporation.  Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding
as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount unless it shall ultimately
be determined that he is entitled to be indemnified by the
Corporation as authorized in this section.  The indemnification
provided by this section shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under
these By-Laws or any agreement or vote of stockholders or
disinterested directors or otherwise, both as to action in his/her
official capacity and as to action in another capacity while
 
                                -25-
 
<PAGE>
 
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such
a person.
 
            SECTION 2.  Insurance.  The Corporation may purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him/her and incurred by him/her in any such
capacity, or arising out of his/her status as such, whether or not
the Corporation would have the power to indemnify him/her against
such liability under the provisions of statute or of this section.
 
                             ARTICLE XI
                              Amendment
 
            The By-Laws may be amended, repealed or altered by vote
of the holders of a majority of the shares of stock at the time
entitled to vote in the election of directors, except as otherwise
provided in the Certificate of Incorporation.  The By-Laws may also
be amended, repealed or altered by the Board of Directors, but any
By-Law adopted by the Board of Directors may be amended, repealed
or altered by the stockholders entitled to vote thereon as herein
provided.