<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>4
<FILENAME>b49760iiexv3w2.txt
<DESCRIPTION>BY-LAWS, AS AMENDED THROUGH FEBRUARY 13, 2004
<TEXT>
<PAGE>

                                                                     EXHIBIT 3.2

                      As amended through February 13, 2004.

                                     BY-LAWS

                                       OF

                              IONICS, INCORPORATED

                                    ARTICLE I

                            ARTICLES OF ORGANIZATION

         The name and purposes of the Corporation shall be as set forth in the
Articles of Organization. These By-Laws, the powers of the Corporation and of
its directors and stockholders, and all matters concerning the conduct and
regulation of the business of the Corporation shall be subject to such
provisions in regard thereto, if any, as are set forth in the Articles of
Organization, and the Articles of Organization as from time to time amended are
hereby made a part of these By-Laws. All references in these By-Laws to the
Articles of Organization shall be construed to mean the Articles of Organization
of the Corporation as from time to time amended.

                                   ARTICLE II

                         ANNUAL MEETING OF STOCKHOLDERS

         There shall be an annual meeting of stockholders within six months
after the end of the fiscal year of the Corporation. The date, hour and place of
the annual meeting of the stockholders shall be fixed by the vote of the
directors, and set forth in the notice thereof. In the event that no date for
the annual meeting is established or said meeting has not been held on the date
so fixed or determined, a special meeting in lieu of the annual meeting may be
held with all of the force and effect of an annual meeting. Purposes for which
an annual meeting is to be held, in addition to those prescribed by law, by the
Articles of Organization and by these By-Laws, may be specified by the President
or by a vote of a majority of the directors then in office.

         If such annual meeting is not held on the date fixed therefor, a
special meeting of the stockholders may be held in place thereof, and any
business transacted or elections held at such special meeting shall have the
same effect as if transacted or held at the annual meeting and, in such case,
all references in these By-Laws, except in this Article II and in Article IV, to
the annual meeting of the stockholders shall be deemed to refer to such special
meeting. Any such special meeting may be described and referred to simply as the
Annual Meeting of the Stockholders and shall be called, and the purposes thereof
shall be specified in the call, as provided in Article III.

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                                   ARTICLE III

                        SPECIAL MEETINGS OF STOCKHOLDERS

         A special meeting of the stockholders may be called at any time by the
President or by a majority of the directors then in office. Application to an
officer of the Corporation or to a court pursuant to Section 34(b) of the
Business Corporation Law requesting the call of a special meeting of the
stockholders may be made only by stockholders who hold 100% in interest of the
capital stock entitled to vote at the meeting. Such call shall state the time,
place and purposes of the meeting.

                                   ARTICLE IV

                         PLACE OF STOCKHOLDERS' MEETINGS

         The annual meeting of the stockholders and any special meeting of the
stockholders, by whomever called, shall be held at the principal office of the
Corporation in Massachusetts or elsewhere in the Commonwealth of Massachusetts,
as may be determined by the Board of Directors and stated in the notice thereof.
Any adjourned session of any annual or special meeting of the stockholders shall
be held in the United States at such place as is designated in the vote of
adjournment.

                                    ARTICLE V

                        NOTICE OF STOCKHOLDERS' MEETINGS

         A written notice of each annual or special meeting of stockholders,
stating the place, the date and hour thereof, and the purpose or purposes for
which the meeting is to be held shall be given at least ten (10) days before the
meeting to each stockholder entitled to vote thereat, and to each stockholder
who, under the Articles of Organization or these By-Laws, is entitled to such
notice, by leaving such notice with him or at his residence or usual place of
business, or by mailing it, postage prepaid, addressed to such stockholder at
his address as it appears in the records of the Corporation. Such notice shall
be given by the Clerk, by an Assistant Clerk, or by any other officer, or by a
person designated either by the Clerk or by the person or persons calling the
Meeting, or by the Board of Directors. No notice of the time, place or purposes
of any annual or special meeting of the stockholders shall be required to be
given to a stockholder if a written waiver of such notice is executed before or
after the meeting by such stockholder, or his attorney thereunto authorized, and
filed with the records of the meeting.

         No business may be transacted at a meeting of the stockholders except
that (a) specified in the notice thereof given by or at the direction of the
Board of Directors and otherwise in compliance with the provisions hereof, (b)
brought before the meeting by or at the direction of the Board of Directors or
the presiding officer or (c) properly brought

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before the meeting by or on behalf of any stockholder who shall have been a
stockholder of record at the time of giving of notice by such stockholder
provided for in this paragraph and who shall continue to be entitled at the time
of such meeting to vote thereat and who complies with the notice procedures set
forth in this paragraph with respect to any business sought to be brought before
the meeting by or on behalf of such stockholder other than the election of
directors and with the notice provisions set forth in Article VII with respect
to the election of directors. In addition to any other applicable requirements,
for business to be properly brought before a meeting by or on behalf of a
stockholder (other than a stockholder proposal included in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of
1934, as amended (the "Exchange Act")), the stockholder must have given timely
notice thereof in writing to the Clerk of the Corporation. In order to be timely
given, a stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation (a) not less than 80 nor more
than 120 days prior to the anniversary date of the immediately preceding annual
meeting of stockholders of the Corporation, or (b) in the case of a special
meeting or in the event that the annual meeting is called for a date (including
any change in a date determined by the Board pursuant to Article II) more than
60 days prior to such anniversary date, notice by the stockholder to be timely
given must be so received not later than the close of business on the 20th day
following the day on which notice of the date of such meeting was mailed or
public disclosure of the date of such meeting was made, whichever first occurs.
Such stockholder's notice to the Clerk shall set forth as to each matter the
stockholder proposes to bring before the meeting (a) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting, (b) the name and record address of the stockholder
proposing such business, (c) the class and number of shares of capital stock of
the Corporation held of record, owned beneficially and represented by proxy by
such stockholder as of the record date for the meeting (if such date shall then
have been made publicly available) and as of the date of such notice by the
stockholder, and (d) all other information which would be required to be
included in a proxy statement or other filings required to be filed with the
Securities and Exchange Commission if, with respect to any such item of
business, such stockholder were a participant in a solicitation subject to
Regulation 14A under the Exchange Act (the "Proxy Rules"). In the event the
proposed business to be brought before the meeting by or on behalf of a
stockholder relates or refers to a proposal or transaction involving the
stockholder or a third party which, if it were to have been consummated at the
time of the meeting, would have required of such stockholder or third party or
any of the affiliates of either of them any prior notification to, filing with,
or any orders or other action by, any governmental authority, then any such
notice to the Clerk shall be accompanied by appropriate evidence of the making
of all such notifications or filings and the issuance of all such orders and the
taking of all such actions by all such governmental authorities.

         Notwithstanding anything in these By-Laws to the contrary, no business
shall be conducted at any meeting except in accordance with the procedures set
forth in this Article V, provided, however, that nothing in this Article V shall
be deemed to preclude discussion by any stockholder of any business properly
brought before such meeting.

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         The presiding officer of the meeting may, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the foregoing procedures, and if he or she
should so determine, he or she shall so declare to the meeting and that business
shall be disregarded.

                                   ARTICLE VI

                             QUORUM OF STOCKHOLDERS

         At any meeting of the stockholders, a quorum for the election of any
director or officer, or for the consideration of any question, shall consist of
a majority in interest of all stock issued, outstanding and entitled to vote at
such election or upon such question, respectively, present in person or
represented by proxy; except that if two or more classes of stock are entitled
to vote as separate classes upon any question, then, in the case of each such
class, a quorum for the consideration of such question shall consist of a
majority in interest so present or represented of all stock of that class
issued, outstanding and entitled to vote; and except in any case where a larger
quorum is required by law, by the Articles of Organization or by these By-Laws a
quorum shall consist of the number in interest, so present or represented, as is
so required. Stock owned by the Corporation, if any, shall not be deemed
outstanding for this purpose.

         When a quorum is present at any meeting, a plurality of the votes
properly cast for any office shall elect to such office, except where a larger
vote is required by law, by the Articles of Organization or by these By-Laws,
and a majority of the votes properly cast upon any other question (or if two or
more classes of stock are entitled to vote as separate classes upon such
question, then, in the case of each such class, a majority of the votes of such
class properly cast upon the question), except in any case where a larger vote
is required by law, by the Articles of Organization or by these By-Laws, shall
decide the matter.

         If a quorum is not present at any meeting, a majority in interest of
the said stockholders present in person or by proxy and entitled to vote may
adjourn such meeting from time to time, without notice other than by
announcement at the meeting, until holders of the amount of stock requisite to
constitute a quorum shall attend. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally called.

                                   ARTICLE VII

                               PROXIES AND VOTING

         Section 1. Except as may be provided otherwise in the Articles of
Organization with respect to two or more classes or series of stock,
stockholders entitled to vote shall have one vote for each share of stock
entitled to vote owned by them, and a proportionate vote for each fractional
share. No ballot shall be required for any election unless requested by a
stockholder present or represented at the meeting and entitled to vote in

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the election. The Corporation shall not, directly or indirectly, vote upon any
share of its own stock.

         Stockholders entitled to vote may vote either in person or by proxy in
writing dated not more than six months before the meeting named therein, which
proxies shall be filed with the Clerk at the meeting, or any adjournment thereof
before being voted. Such proxies shall entitle the holders thereof to vote at
any adjournment of such meeting, but shall not be valid after the final
adjournment of such meeting.

         Any action required or permitted to be taken by stockholders may be
taken without a meeting if all stockholders entitled to vote on the matter
consent to the action by a writing or writings, filed with the record of the
meetings of stockholders. Such consents shall be treated for all purposes as a
vote at a meeting.

         Section 2. Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors, except as may
be otherwise provided in the Corporation's Restated Articles of Organization, as
amended. Nominations of persons for election to the Board of Directors at the
annual meeting may be made at the annual meeting of stockholders (a) by the
Board of Directors or at the direction of the Board of Directors by any
nominating committee or person appointed by the Board of Directors or (b) by any
stockholder of record at the time of giving of notice provided for in this
Section 2 and who shall continue to be entitled at the time of the meeting to
vote for the election of directors at the meeting who complies with the notice
procedures set forth in this Section 2 rather than the notice procedures with
respect to other business set forth in Article V. Nominations by stockholders
shall be made only after timely notice by such stockholder in writing to the
Clerk of the Corporation. In order to be timely given, a stockholder's notice
shall be delivered to or mailed and received at the principal executive offices
of the Corporation not less than 80 nor more than 120 days prior to the
anniversary date of the immediately preceding annual meeting of stockholders of
the Corporation; provided, however, that in the event that the meeting is called
for a date, including any change in a date determined by the Board pursuant to
Article II, more than 60 days prior to such anniversary date, notice by the
stockholder to be timely given must be so received not later than the close of
business on the 20th day following the day on which notice of the date of the
meeting was mailed or public disclosure of the date of the meeting was made,
whichever first occurs. Such stockholder's notice to the Clerk shall set forth
(a) as to each person whom the stockholder proposes to nominate for election or
re-election as a director, (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class and number of shares of capital stock of the
Corporation, if any, which are beneficially owned by the person, (iv) any other
information regarding the nominee as would be required to be included in a proxy
statement or other filings required to be filed pursuant to the Proxy Rules, and
(v) the consent of each nominee to serve as a director of the Corporation if so
elected; and (b) as to the stockholder giving the notice, (i) the name and
record address of the stockholder, (ii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the stockholder
as of the record date for the meeting (if such date shall then have been made
publicly available) and as of the date of such notice,

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(iii) a representation that the stockholder intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice,
(iv) a representation that the stockholder (and any party on whose behalf or in
concert with whom such stockholder is acting) is qualified at the time of giving
such notice to have such individual serve as the nominee of such stockholder
(and any party on whose behalf or in concert with whom such stockholder is
acting) if such individual is elected, accompanied by copies of any notification
or filings with, or orders or other actions by, any governmental authority which
are required in order for such stockholder (and any party on whose behalf such
stockholder is acting) to be so qualified, (v) a description of all arrangements
or understandings between such stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by such stockholder, and (vi) such other information
regarding such stockholder as would be required to be included in a proxy
statement or other filings required to be filed pursuant to the Proxy Rules. The
Corporation may require any proposed nominee to furnish such other information
as may reasonably be required by the Corporation to determine the eligibility of
such proposed nominee to serve as director. No person shall be eligible for
election as a director unless nominated in accordance with the procedures set
forth herein.

         The presiding officer of the meeting may, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedures, and if he or she should so determine,
he or she shall so declare to the meeting and the defective nomination shall be
disregarded.

         Notwithstanding anything contained in this Section 2 to the contrary,
the Investor Group (as such term is defined in that certain Stockholders
Agreement by and among the Corporation and Lyman B. Dickerson, Trustee of the
Lyman B. Dickerson Revocable Trust dated September 9, 1996, as amended, or any
other successor Trustee; Douglas G. Dickerson, Trustee of the Douglas G.
Dickerson Revocable Trust dated June 22, 1988, as amended, or any other
successor Trustee; Douglas G. Dickerson, Trustee of the Richard C. Dickerson
Revocable Trust, dated March 5, 1993, or any other successor Trustee; The Lyman
Dickerson Irrevocable Trust, Lyman B. Dickerson and W.E. Dunwody, III, Trustees;
The Douglas Dickerson Irrevocable Trust No. 3, Douglas G. Dickerson and
Frederick T. Stant, III, Trustees; The Richard Dickerson Irrevocable Trust No.
3, Frederick T. Stant, III, Trustee; Lyman B. Dickerson, Trustee and W.E.
Dunwody, III, Independent Trustee of the Lyman Dickerson Irrevocable Trust dated
July 1, 1991; Douglas G. Dickerson, Trustee, and Frederick T. Stant, III,
Independent Trustee of the Douglas Dickerson Irrevocable Trust dated July 1,
1991; Douglas G. Dickerson, Trustee, and Frederick T. Stant, III, Independent
Trustee of the Richard Dickerson Irrevocable Trust dated July 1, 1991; Lyman B.
Dickerson; Douglas G. Dickerson and the Estate of Richard C. Dickerson) may
nominate one or more persons for election to the Board of Directors to the
extent, and in the manner, provided in the Stockholders Agreement, without
complying with the procedures set forth in the first paragraph of this Section
2.

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                                  ARTICLE VIII

                               BOARD OF DIRECTORS

A.       The Corporation shall have a board of not less than three directors,
         nor more than 15 directors. Pursuant to the provisions of Massachusetts
         General Laws Chapter 156B, Section 50A (as such provision or any
         successor provision may be amended from time to time), the directors
         shall be classified, with respect to the time for which they severally
         hold office, into three classes, as nearly equal in number as possible,
         and designated Class I, Class II and Class III. Each class of directors
         shall be elected to hold office for a term continuing until the annual
         meeting held in the third year following the year of their election and
         until their successors are duly elected and qualified.

B.       The number of directors in each Class of directors shall be fixed only
         by a vote of the Board of Directors from time to time.

C.       Vacancies and newly created directorships, whether resulting from an
         increase in the size of the Board of Directors, from the death,
         resignation, disqualification or removal of a director, or otherwise,
         shall be filled solely by the affirmative vote of a majority of the
         remaining directors then in office, even though less than a quorum of
         the Board of Directors. Any director elected in accordance with the
         procedure set forth in this paragraph C shall hold office for the
         remainder of the full term of the Class of directors in which the
         vacancy occurred or the new directorship was created and until such
         director's successor shall have been elected and qualified (subject to
         such director's earlier resignation or removal).

D.       No decrease in the number of directors constituting the Board of
         Directors shall shorten the term of any incumbent director.

E.       No director need be a stockholder except as may be otherwise provided
         by law, by the Restated Articles of Organization, as amended, or these
         By-Laws.

                                   ARTICLE IX

                               POWERS OF DIRECTORS

         The business and property of the Corporation shall be managed by, and
be under the control of, the Board of Directors which shall have and may
exercise all the powers of the Corporation except such as are conferred upon the
stockholders or other officers by law, by the Articles of Organization, or by
these By-Laws.

         Except as may be otherwise specifically provided by law or by vote of
the stockholders, the Board of Directors is expressly authorized to issue, from
time to time, all or any portion or portions of the capital stock of the
Corporation of any class, which

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may have been authorized but not issued or otherwise reserved for issue, to such
person or persons and for such consideration (but not less than the par value
thereof in case of stock having par value), whether cash, tangible or intangible
property, good will, services or expenses, as they may deem best, without first
offering (for subscription or sale) such authorized but unissued stock to any
present or future stockholders of the Corporation, and generally in their
absolute discretion to determine the terms and manner of any disposition of such
authorized but unissued stock.

                                    ARTICLE X

                             COMMITTEES OF DIRECTORS

         The Board of Directors, by vote of a majority of the directors then in
office, may at any time elect from its own number an executive committee and/or
one or more other committees, to consist of not less than two members, and may
from time to time designate or alter, within the limits permitted by this
Article X, the duties and powers of such committees or change their membership,
and may, at any time, abolish such committees or any of them. The President
shall be an ex officio member of the executive committee, if any.

         Any committee shall be vested with such powers of the Board of
Directors as the Board may determine in the vote establishing such committees or
in a subsequent vote of a majority of directors then in office, provided
however, that no such committee shall have any power prohibited by law, the
Articles of Organization, or these By-Laws.

         Each member of a committee shall hold office until the first meeting of
the Board of Directors following the next annual meeting of the stockholders (or
until such other time as the Board of Directors may determine either in the vote
establishing the committee or at the election of such member) and until his
successor is elected and qualified, or until he sooner dies, resigns, is
removed, is replaced by change of membership, or becomes disqualified by ceasing
to be a director, or until the committee is sooner abolished by the Board of
Directors.

         A majority of the members of any committee then in office, but not less
than two, shall constitute a quorum for the transaction of business, but any
meeting may be adjourned from time to time by a majority of the votes cast upon
the question, whether or not a quorum is present, and the meeting may be held as
adjourned without further notice. Each committee may make its rules not
inconsistent herewith for the holding and conduct of its meetings, but unless
otherwise provided in such rules its meetings shall be held and conducted in the
same manner as nearly as may be, as is provided in these By-Laws for meetings of
the Board of Directors. The Board of Directors shall have power to rescind any
vote or resolution of any committee provided that no rights of third parties
shall be impaired by such rescission.

         Any action required or permitted to be taken at any meeting of a
committee may be taken without a meeting if written consent to the action in
writing by all of the

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members of the committee is filed with the minutes of the committee. Such
consents shall be treated for all purposes as a vote at a meeting.

                                   ARTICLE XI

                       MEETINGS OF THE BOARD OF DIRECTORS;
                            ACTION WITHOUT A MEETING

         Regular meetings of the Board of Directors may be held without call or
notice at such places and at such times as the Board may from time to time
determine, provided, that reasonable notice of such determination and of any
changes therein is given to each member of the Board then in office. A regular
meeting of the Board of Directors for the purpose of electing officers and
agents may be held without call or notice immediately after and at the same
place as the annual meeting of the stockholders and, if held upon due call or
notice, for such other and further purposes as may be specified in such call or
notice.

         Special meetings of the Board of Directors may be held at any time and
at any place when called by the President, the Treasurer, or two or more
directors, reasonable notice thereof being given to each director by the
Secretary, or if there be no Secretary, by the Clerk, or in the case of death,
absence, incapacity or refusal of the Secretary (or the Clerk, as the case may
be), by the officer or directors calling the meeting. In any case, it shall be
deemed sufficient notice to a director to send notice by mail at least forty
eight hours, or by telegram at least twenty-four hours, before the meeting,
addressed to him at his usual or last known business or residence address, or to
give notice to him in person, either by telephone or by handing him a written
notice at least twenty-four hours before the meeting.

         Notwithstanding the foregoing, notice of a meeting need not be given to
any director if a written waiver of notice, executed by him before or after the
meeting, is filed with the records of the meeting, or to any director who
attends the meeting without protesting prior thereto, or at its commencement,
the lack of notice to him.

         Any action required or permitted to be taken at any meeting of the
directors may be taken without a meeting if written consent to the action in
writing by all directors is filed with the minutes of the directors. Such
consents shall be treated for all purposes as a vote at a meeting.

                                   ARTICLE XII

                               QUORUM OF DIRECTORS

         At any meeting of the Board of Directors, a quorum for any election, or
for the consideration of any question, shall consist of a majority of the
directors then in office, but any meeting may be adjourned from time to time by
a majority of the votes cast upon the question, whether or not a quorum is
present, and the meeting may be held as

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adjourned without further notice. When a quorum is present at any meeting, the
votes of a majority of the directors present and voting shall be requisite and
sufficient for election to any office, and a majority of the directors present
and voting shall decide any question brought before such meeting except in any
case where a larger vote is required by law, by the Articles of Organization, or
these By-Laws, or where an additional vote of certain directors then in office
is required under the terms of any outstanding securities of this Corporation or
any agreement, law or regulation to which it is subject.

                                  ARTICLE XIII

                               OFFICERS AND AGENTS

         The officers of the Corporation shall be a President, a Treasurer, a
Clerk, and such other officers, which may include a Secretary, a Controller, one
or more Vice Presidents, Assistant Treasurers, Assistant Clerks or Assistant
Controllers, as the Board of Directors may, in its discretion, appoint. The
Corporation may also have such agents, if any, as the Board of Directors may, in
its discretion, appoint. The President need not be a director. The Clerk shall
be a resident of Massachusetts unless the Corporation has a resident agent
appointed for the purpose of serving process. So far as is permitted by law, any
two or more offices may be held by the same person.

         Subject to law, to the Articles of Organization, and to the other
provisions of these By-Laws, each officer shall have, in addition to the duties
and powers herein set forth, such duties and powers as the Board of Directors
may from time to time designate.

         The President, Treasurer and the Clerk shall be elected annually by the
Board of Directors at its first meeting following the annual meeting of the
stockholders, by vote of a majority of the full Board of Directors. Such other
offices of the Corporation as may be created in accordance with these By-Laws
may be filled at such meeting by vote of a majority of the directors then in
office.

         Each officer shall (subject to Article XIX of these By-Laws) hold
office until the first meeting of the Board of Directors following the next
annual meeting of the stockholders and until his successor is elected or
appointed and qualified, or until he sooner dies, resigns, is removed, or
becomes disqualified. Each agent shall retain his authority at the pleasure of
the Board of Directors.

         Any officer, employee, or agent of the Corporation may be required, as
and if determined by the Board of Directors, to give bond for the faithful
performance of his duties.

                                   ARTICLE XIV

                          PRESIDENT AND VICE PRESIDENT

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<PAGE>

         The President shall be the chief executive officer of the Corporation
and shall have general charge and supervision of the business of the Corporation
unless otherwise provided by law, the Articles of Organization, the By-Laws, or
by specific vote of the Board of Directors. The President shall preside at all
meetings of the stockholders and of the Board of Directors at which he is
present except as otherwise voted by the Board of Directors.

         Any Vice President shall have such duties and powers as shall be
designated from time to time by the Board of Directors or by the President, and
in any case, shall be responsible to and shall report to the President. In the
absence or disability of the President, the Vice President or, if there be more
than one, the Vice Presidents in the order of their seniority or as otherwise
designated by the Board of Directors, shall have the powers and duties of the
President.

                                   ARTICLE XV

                        TREASURER AND ASSISTANT TREASURER

         The Treasurer shall be the chief financial officer of the Corporation
(unless another officer is so designated by the Board of Directors) and shall be
in charge of its funds and the disbursements thereof, subject to the President
and the Board of Directors, and shall have such duties and powers as are
commonly incident to the office of a corporate treasurer and such other duties
and powers as may be prescribed from time to time by the Board of Directors or
by the President. If no Controller is elected, the Treasurer shall also have the
duties and powers of the Controller as provided in these By- Laws. The Treasurer
shall be responsible to and shall report to the Board of Directors, but in the
ordinary conduct of the Corporation's business, shall be under the supervision
of the President.

         Any Assistant Treasurer shall have such duties and powers as shall be
prescribed from time to time by the Board of Directors or by the Treasurer, and
shall be responsible to and shall report to the Treasurer. Unless otherwise
designated by the Board of Directors, the Assistant Treasurer shall, in the
absence or disability of the Treasurer, perform the duties of and have the
powers of the Treasurer.

                                   ARTICLE XVI

                       CONTROLLER AND ASSISTANT CONTROLLER

         If a Controller is elected, he shall be the chief accounting officer of
the Corporation and shall be in charge of its books of account and accounting
records and of its accounting procedures, and shall have such duties and powers
as are commonly incident to the office of a corporate controller and such other
duties and powers as may be prescribed from time to time by the Board of
Directors or by the President. The Controller shall be responsible to and shall
report to the Board of Directors, but, in the ordinary conduct of the
Corporation's business, shall be under the supervision of the

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President.

         Any Assistant Controller shall have duties and powers as shall be
prescribed from time to time by the Board of Directors or by the Controller, and
shall be responsible to and shall report to the Controller.

                                  ARTICLE XVII

                            CLERK AND ASSISTANT CLERK

         The Clerk shall be a resident of the Commonwealth of Massachusetts. He
shall record all proceedings of the stockholders in books to be kept therefor,
and shall have custody of the Corporation's records, documents and valuable
papers. In the absence of the Clerk from any such meeting, the Secretary, if
any, may act as temporary Clerk and shall record the proceedings thereof in the
aforesaid books, or a temporary Clerk may be chosen by vote of the meeting.

         The Clerk shall also keep, or cause to be kept, the stock transfer
records of the Corporation, which shall contain a complete list of the names and
addresses of all stockholders and the amount of stock held by each.

         The Clerk or, in his absence, the Secretary or the Assistant Clerk, if
any, shall have custody of the corporate seal and be responsible for affixing it
to documents as required unless the Board of Directors shall designate
otherwise.

         The Clerk shall have such other duties and powers as are commonly
incident to the office of a corporate clerk, and such other duties and powers as
may be prescribed from time to time by the Board of Directors or the President.

         If no Secretary is elected, the Clerk shall also have and perform all
of the duties and powers of the Secretary, and, in his absence from any such
meeting, a temporary Clerk shall be chosen who shall record the proceedings
thereof.

         Each Assistant Clerk (who shall each be residents of the Commonwealth
of Massachusetts) shall have such duties and powers as shall from time to time
be designated by the Board of Directors or the Clerk, and shall be responsible
to and shall report to the Clerk. In the absence or disability of the Clerk, the
Assistant Clerk or, if there be more than one, the Assistant Clerks in order of
their seniority or as otherwise designated by the Clerk, shall have the powers
and perform the duties of the Clerk.

                                  ARTICLE XVIII

                                    SECRETARY

         If a Secretary is elected, he shall keep a true record of the
proceedings of all

                                       12
<PAGE>

meetings of the Board of Directors and of any meetings of any committees of the
Board, and, in his absence from any such meeting, a temporary Secretary shall be
chosen who shall record the proceedings thereof. The Secretary shall have such
duties and powers as are commonly incident to the office of a corporate
secretary, and such other duties and powers as may be prescribed from time to
time by the Board of Directors or by the President.

                                   ARTICLE XIX

                            RESIGNATIONS AND REMOVALS

         Any director or officer may resign at any time by delivering his
resignation in writing to the President, the Clerk or the Secretary, or to a
meeting of the Board of Directors. The stockholders may, by the affirmative vote
of a majority in interest of the stock issued and outstanding and entitled to
vote at the election of directors, remove any director or directors from office
only for cause, provided that the directors of any class that is elected by a
particular class of stockholders may be so removed only by the affirmative vote
of a majority in interest of the stock of such class. The Board of Directors
may, by vote of a majority of the directors then in office, remove any director
from office with cause, or remove any officer from office, with or without
cause. The Board of Directors may, at any time, by vote of a majority of the
directors present and voting, terminate or modify the authority of any agent. No
director or officer resigning and (except where a right to receive compensation
for a definite future period shall be expressly provided in a written agreement
with the Corporation duly approved by the Board of Directors) no director or
officer removed shall have any right to any compensation as such director or
officer for any period following his resignation or removal, or any right to
damages on account of such removal, whether his compensation be by the month, or
by the year, or otherwise. Any director or officer may be removed for cause only
after reasonable notice and opportunity to be heard before the body proposing to
remove him.

                                   ARTICLE XX

                                    VACANCIES

         Any vacancy or vacancies in the Board of Directors shall be filled in
accordance with the procedure set forth in Paragraph C of Article VIII.

         If the office of any member of a Committee of the Board of Directors
becomes vacant, the Board of Directors may elect a successor or successors by
the affirmative vote of a majority of the directors then in office.

         The Board of Directors shall have and may exercise all its powers,
notwithstanding the existence of one or more vacancies in its fixed number,
provided that this be at least two directors then in office.

                                       13
<PAGE>

                                   ARTICLE XXI

                                  CAPITAL STOCK

         The authorized amount of the capital stock and the par value, if any,
of the shares shall be as fixed in the Articles of Organization. At all times
when there are two or more classes of stock, the several classes of stock shall
conform to the description and terms, and have the respective preferences,
voting powers, restrictions and qualifications, set forth in the Articles of
Organization.

                                  ARTICLE XXII

                              CERTIFICATE OF STOCK

         Each stockholder shall be entitled to a certificate of the capital
stock of the Corporation owned by him, in such form as shall, in conformity to
law, be prescribed from time to time by the Board of Directors. Such certificate
shall be signed by the President or a Vice President and by either the Treasurer
or an Assistant Treasurer, and may, but need not be, sealed with the corporate
seal, but when any such certificate is signed by a transfer agent or by a
registrar other than a director, officer, or employee of the Corporation, the
signature of the President or a Vice President and of the Treasurer or an
Assistant Treasurer of the Corporation, or either or both such signatures and
such seal upon such certificate, may be facsimile. If any officer who has
signed, or whose facsimile signature has been placed on, any such certificate
shall have ceased to be such officer before such certificate is issued, the
certificate may be issued by the Corporation with the same effect as if he were
such officer at the time of issue.

         Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Articles of Organization, the By-Laws,
or any agreement to which the Corporation is a party, shall have the restriction
noted conspicuously on the certificate, and shall also set forth on the face or
back either the full text of the restriction or a statement of the existence of
such restriction and a statement that the Corporation will furnish a copy
thereof to the holder of such certificate upon written request and without
charge. Every certificate issued when the Corporation is authorized to issue
more than one class or series of stock shall set forth on its face or back
either the full text of the preferences, voting powers, qualifications, and
special and relative rights of the shares of each class and series authorized to
be issued, or a statement of the existence of such preferences, powers,
qualifications and rights, and a statement that the Corporation will furnish a
copy thereof to the holder of such certificate upon written request and without
charge.

                                  ARTICLE XXIII

                           TRANSFER OF SHARES OF STOCK

                                       14
<PAGE>

         Subject to the restrictions, if any, stated or noted on the stock
certificates, shares of stock may be transferred on the books of the Corporation
only by surrender to the Corporation or its transfer agent, of the certificate
therefor, properly endorsed or accompanied by a written assignment or power of
attorney properly executed, with all requisite stock transfer stamps affixed,
and with such proof of the authenticity and effectiveness of the signature as
the Corporation or its transfer agent shall reasonably require. Except as may be
otherwise required by law, the Articles of Organization, or these By-Laws, the
Corporation shall have the right to treat the person registered on the stock
transfer books as the owner of any shares of the Corporation's stock as the
owner in fact thereof for all purposes, including the payment of dividends, the
right to vote with respect thereto and otherwise, and accordingly shall not be
bound to recognize any attempted transfer, pledge or other disposition thereof
or any equitable or other claim with respect thereto, whether or not it shall
have actual or other notice thereof, until such shares shall have been
transferred on the Corporation's books in accordance with these By-Laws. It
shall be the duty of each stockholder to notify the Corporation of his post
office address.

                                  ARTICLE XXIV

               TRANSFER AGENTS AND REGISTRARS; FURTHER REGULATIONS

         The Board of Directors may appoint one or more banks, trust companies
or corporations doing a corporate trust business, in good standing under the
laws of the United States or any state therein, to act as the Corporation's
transfer agent and/or registrar for shares of the capital stock, and the Board
may make such other and further regulations, not inconsistent with applicable
law, as it may deem expedient concerning the issue, transfer and registration of
capital stock and stock certificates of the Corporation.

                                   ARTICLE XXV

                              LOSS OF CERTIFICATES

         In the case of the alleged loss, destruction, or wrongful taking of a
certificate of stock, a duplicate certificate may be issued in place thereof
upon receipt by the Corporation of such evidence of loss and such indemnity
bond, with or without surety, as shall be satisfactory to the President and the
Treasurer, or otherwise upon such terms as the Board of Directors may prescribe
consistent with law.

                                  ARTICLE XXVI

                                   RECORD DATE

         The directors may fix in advance a time, which shall not be more than
sixty days before the date of any meeting of stockholders or the date for the
payment of any dividend or the making of any distribution to the stockholders or
the last day on which

                                       15
<PAGE>

the consent or dissent of stockholders may be effectively expressed for any
purpose, as the record date for determining the stockholders having the right to
notice of, and to vote at, such meeting and any adjournment thereof, or the
right to receive such dividend or distribution, or the right to give such
consent or dissent, and in such case only stockholders of record on such record
date shall have such right, notwithstanding any transfer of stock on the books
of the Corporation after the record date; or, without fixing such record date,
the directors may, for any of such purposes, close the transfer books for all or
any part of such period, provided that if a dividend is declared, the stock
transfer books shall not be closed and the Corporation or the transfer agent, if
there be one, shall take a record of all stockholders entitled to the dividend
without actually closing the books for transfer of the stock.

                                  ARTICLE XXVII

                                      SEAL

         The seal of the Corporation shall, subject to alteration by the Board
of Directors, consist of a flat-faced circular die with the word
"Massachusetts", together with the name of the Corporation and the year of
incorporation, cut or engraved thereon. An impression of the seal impressed upon
the original copy of these By-Laws shall be deemed conclusively to be the seal
adopted by the Board of Directors.

                                 ARTICLE XXVIII

                               EXECUTION OF PAPERS

         Except as the Board of Directors may generally or in particular cases
otherwise authorize or direct, all deeds, leases, transfers, contracts,
proposals, bonds, notes, checks, drafts and other obligations made, accepted or
endorsed by the Corporation shall be signed or endorsed on behalf of the
Corporation by its President or by one of its Vice Presidents or by its
Treasurer.

                                  ARTICLE XXIX

                                   FISCAL YEAR

         Except as from time to time provided by the Board of Directors, the
fiscal year of the Corporation shall end on December 31 of each year.

                                   ARTICLE XXX

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Each director and each officer elected by the stockholders (including
persons elected by directors to fill vacancies in the Board of Directors or in
any such offices), and each former director or officer, and the heirs,
executors, administrators and assigns of

                                       16
<PAGE>

each of them, shall be indemnified by the Corporation against all costs and
expenses, including fees and disbursements of counsel and the cost of
settlements (other than amounts paid to the Corporation itself) reasonably
incurred by or imposed upon him in connection with or arising out of any action,
suit or proceeding, civil or criminal, in which he may be involved by reason of
his being or having been an officer or a director of the Corporation, or by
reason of any action alleged to have been taken or omitted by him as a director
or an officer of the Corporation. Such indemnification shall include payment by
the Corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon the Corporation's receipt of the undertaking of the person indemnified to
repay such payment if such person shall be adjudicated not entitled to such
indemnification under this Article XXX.

         Officers elected by the Directors but who are not directors and
employees and other agents of the Corporation (including persons who serve at
its request as directors or officers of another organization in which it owns
shares or of which it is a creditor) and each such former officer, employee and
agent, and the heirs, executors, administrators and assigns of each of them, may
be indemnified by the Corporation to whatever extent authorized by the Board of
Directors.

         No indemnification shall be provided to any person, or to his heirs,
executor, administrator or assigns, with respect to any matter as to which he
shall have been finally adjudicated in any action, suit or proceeding not to
have acted in good faith in the reasonable belief that his action was in the
best interests of the Corporation.

         The foregoing indemnification shall not be exclusive of any other
rights of indemnification for which any such director, officer, employee or
agent may be entitled.

         If and as authorized by the Board of Directors the Corporation shall
purchase and maintain insurance on behalf of any person who is a Director,
officer, employee or other agent of the Corporation, or is or was serving at the
request of the Corporation as a Director, officer, employee or other agent of
another organization in which it owns shares or of which it is a creditor,
against any liability incurred by such person in such capacity, or arising out
of his status as such, whether or not the Corporation would have power to
indemnify said person against such liability.

                                  ARTICLE XXXI

                       CONTRACTS AND DEALINGS WITH CERTAIN
                           OTHER CORPORATIONS OR FIRMS

         No contract or other transaction between the Corporation and any other
person, firm or corporation shall, in the absence of fraud, in any way be
affected or invalidated, nor shall any director be subject to surcharge with
respect to any such contract or transaction by the fact that such director, or
any firm of which a director is a member, or any corporation of which any
director is a shareholder, officer or director, is a party to, or

                                       17
<PAGE>

may be pecuniarily or otherwise interested in, such contract or transaction,
provided that the fact that he individually, or such firm or corporation, is so
interested shall be disclosed to the Board of Directors at their meeting at
which, or prior to the directors executing their written consents by which,
action to authorize, ratify or approve such contract or transaction shall be
taken. Any director of the Corporation may vote upon or give his written consent
to any contract or other transaction between the Corporation and any subsidiary
or affiliated corporation without regard to the fact that he is also a director
or officer of such subsidiary or affiliated corporation.

                                  ARTICLE XXXII

                       VOTING STOCK IN OTHER CORPORATIONS

         Unless otherwise ordered by the Board of Directors, the President or,
in case of his absence or failure to act, the Treasurer shall have full power
and authority on behalf of the Corporation to attend and to act and to vote at
any meetings of stockholders of any corporation in which this Corporation may
hold stock, and at any such meeting shall possess and may exercise any and all
rights and powers incident to the ownership of such stock and which, as the
owner thereof, the Corporation might have possessed and exercised if present.
The Board of Directors, by resolution from time to time, or, in absence thereof,
the President, may confer like powers upon any other person or persons as
attorneys and proxies of the Corporation.

                                 ARTICLE XXXIII

                                CORPORATE RECORDS

         The original or attested copies of the Articles of Organization,
By-Laws, and records of all meetings of the incorporators and stockholders, and
the stock and transfer records, which shall contain the names of all
stockholders and the record address and the amount of stock held by each, shall
be kept in Massachusetts at the principal office of the Corporation or at an
office of its transfer agent or of the Clerk. Said copies and records need not
all be kept in the same office. They shall be available at all reasonable times
to the inspection of any stockholder for any proper purpose, but not to secure a
list of the stockholders for the purpose of selling said list, or copies
thereof, or of using the same for a purpose other than in the interest of the
applicant, as a stockholder, relative to the affairs of the Corporation.

                                  ARTICLE XXXIV

                                   AMENDMENTS

         These By-Laws may be altered, amended or repealed, by vote of a
majority of all stock issued, outstanding and entitled to vote at any annual or
special meeting of the stockholders called for the purpose, the notice of which
shall specify the subject matter of

                                       18
<PAGE>

the proposed alteration, amendment or repeal or the articles to be affected
thereby; or without a meeting by unanimous written consent of the holders of all
stock of the Corporation issued, outstanding and entitled to vote. These By-Laws
may also be altered, amended or repealed by vote or action of a majority of the
Directors. Not later than the time of giving notice of the meeting of
stockholders next following the making, amending or repealing by the Directors
of any By-Law, notice thereof stating the substance of such changes shall be
given to all stockholders entitled to vote on amending the By-Laws. Any By-Law
adopted by the Directors may be amended or repealed by the stockholders.

                                  ARTICLE XXXV

                           MASSACHUSETTS CHAPTER 110D

         Until such time as this Article shall be repealed or the By-Laws shall
be amended to provide otherwise, in each case in accordance with Article XXXIV
of the By-Laws, the provisions of Chapter ll0D of the Massachusetts General Laws
shall not apply to "control share acquisitions" of the Corporation within the
meaning of said Chapter 110D.

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