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                                                                     EXHIBIT 3.3

                                     BY-LAWS

                                       OF

                            IPG PHOTONICS CORPORATION

                         Adopted as of December 2, 1998

Section 1. Certificate of Incorporation and By-Laws.

     1.1 Conflicts. In the event of any conflict between the provisions of these
by-laws and the provisions of the certificate of incorporation of IPG Photonics
Corporation (the "Corporation"), the provisions of the certificate of
incorporation shall govern.

     1.2 Reference. In these by-laws, references to the certificate of
incorporation and by-laws mean the provisions of the certificate of
incorporation of the Corporation and these by-laws, respectively, as from time
to time in effect.

Section 2. Offices.

     2.1 Registered Office. The registered office of the Corporation shall be in
the City of Wilmington, County of New Castle, State of Delaware.

     2.2 Other Offices. The Corporation may also have offices at such other
places 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.

Section 3. Stockholders.

     3.1 Location of Meetings. All meetings of stockholders shall be held at
such places within or without the State of Delaware as shall be designated from
time to time by the board of directors. Any adjourned session of any meeting
shall be held at the place designated in the vote of adjournment.

     3.2 Annual Meeting. The annual meeting of stockholders shall be held at 10
A.M. on the last Wednesday in March in each year (unless that day shall be a
legal holiday at the location where the meeting is to be held, in which case the
meeting shall be held at 10 A.M. on the next succeeding day that is not a legal
holiday) or at such other time and date as shall be designated from time to time
by the board of directors, at which the stockholders shall elect a board of
directors and transact such other business as may be required by law or these
by-laws or as may otherwise properly come before the meeting.

     3.3 Special Meeting in Place of Annual Meeting. If the election of
directors shall not be held on the day designated by these by-laws, the
directors shall cause the election to be held as soon thereafter as convenient.
To that end, if the annual meeting is not held on the day provided in Section
3.2 or if the election of directors is not held at the

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annual meeting, a special meeting of the stockholders may be held in place of
such omitted meeting or election and any business transacted or election held at
such special meeting shall have the same effect as if transacted or held at the
annual meeting. In such case all references in these by-laws to the annual
meeting of the stockholders, or to the annual election of directors, shall be
deemed to refer to or include such special meeting. Any such special meeting
shall be called, and the purposes thereof shall be specified in the call, as
provided in Section 3.4.

     3.4 Notice of Annual Meeting. Written notice of the annual meeting stating
the place, date and hour of the meeting shall be given to each stockholder
entitled to vote at such meeting not less than ten nor more than sixty days
before the date of the meeting. Such notice may specify the business to be
transacted and actions to be taken at such meeting. No action shall be taken at
such meeting unless such notice is given, or unless waiver of such notice is
given by the holders of outstanding stock having not less than the minimum
number of votes necessary to take such action at a meeting at which all shares
entitled to vote thereon were voted. Prompt notice of all actions taken in
connection with such waiver of notice shall be given to all stockholders not
present or represented at such meeting.

     3.5 Other Special Meeting. Unless otherwise prescribed by law or by the
certificate of incorporation, special meetings of the stockholders may be called
for any purpose or purposes by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors or of the holders of at least ten percent of all capital stock of the
Corporation issued and outstanding and entitled to vote at such meeting, voting
as a class. Such request shall state the purpose or purposes of the proposed
meeting and the business to be transacted thereat.

     3.6 Notice of Special Meeting. Written notice of a special meeting stating
the place, date and hour of the meeting and the purpose or purposes for which
the meeting is called shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to vote at such
meeting. No action shall be taken at such meeting unless such notice is given,
or unless waiver of such notice is given by the holders of outstanding stock
having not less than the minimum number of votes necessary to take such action
at a meeting at which all shares entitled to vote thereon were voted. Prompt
notice of all actions taken in connection with such waiver of notice shall be
given to all stockholders not present or represented at such meeting.

     3.7 Stockholder List. The officer who has charge of the stock record books
of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.


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     3.8 Quorum of Stockholders. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise required by law, the certificate of
incorporation or these by-laws. Except as otherwise provided by law, no
stockholder present at a meeting may withhold shares owned by such stockholder
from the quorum count by declaring those shares to be absent from the meeting.

     3.9 Adjournment. Any meeting of stockholders may be adjourned from time to
time to any other time and place at which a meeting of stockholders may be held
under these by-laws, which time and place shall be announced at the meeting, by
a majority of votes cast upon the question, whether or not a quorum is present.
If a quorum shall be present or represented at any adjourned meeting, any
business may be transacted that might have been transacted at the original
meeting. If the adjournment is for more than thirty days or if a new record date
is fixed for the adjourned meeting after the adjournment, a notice of the
adjourned meeting shall be given to each stockholder of record entitled to vote
at the meeting.

     3.10 Proxy Representation. Any stockholder may authorize another person or
persons to act for such stockholder by proxy in all matters in which the
stockholder is entitled to participate, whether by waiving notice of any
meeting, objecting to or voting or participating at a meeting, or expressing
consent or dissent without a meeting. Every proxy must be signed by the
stockholder or the stockholder's attorney-in-fact. No proxy shall be voted or
acted upon after three years from its date unless such proxy provides for a
longer period. Except as provided by law, a revocable proxy shall be deemed
revoked if the stockholder is present at the meeting for which the proxy was
given. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and, if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the Corporation generally. The
authorization of a proxy may but need not be limited to specified action,
provided, however, that if a proxy limits its authorization to a meeting or
meetings of stockholders, unless otherwise specifically provided such proxy
shall entitle the holder thereof to vote at any adjourned session but shall not
be valid after the final adjournment thereof.

     3.11 Inspectors. The directors or the person presiding at the meeting may,
but need not, appoint one or more inspectors of election and any substitute
inspectors to act at the meeting or any adjournment thereof. Before entering
upon the discharge of the duties of inspector, each inspector shall take and
sign an oath to execute faithfully the duties of inspector at such meeting with
strict impartiality and according to the best of the inspector's ability. The
inspectors, if any, shall (a) determine the number of shares of stock
outstanding and the voting power of each, the shares of stock represented at the
meeting, the existence of a quorum and the validity and effect of proxies, and
(b) 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 person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.


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     3.12 Action by Vote. When a quorum is present at any meeting, whether an
original or adjourned session, a plurality of the votes properly cast for
election to any office shall elect to such office and a majority of the votes
properly cast upon any question other than an election to an office shall decide
such question, except when a larger vote is required by law, the certificate of
incorporation or these by-laws. No ballot shall be required for any election
unless requested by a stockholder present or represented at the meeting and
entitled to vote in the election.

     3.13 Action Without Meetings. Unless otherwise provided in the certificate
of incorporation, any action required to be taken at any annual or special
meeting of stockholders, or any action that may be taken at any annual or
special meeting of stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing setting forth the action so
taken shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.

Section 4. Directors.

     4.1 Number. The number of directors constituting the whole board of
directors shall not be less than one nor more than twelve. Within the foregoing
limits, the stockholders at the annual meeting shall determine the number of
directors, and within such limits, the number of directors may be increased or
decreased at any time or from time to time by the stockholders or by the
directors by vote of a majority of directors then in office, except that any
such decrease by vote of the directors shall only be made to eliminate vacancies
existing by reason of the death, resignation or removal of one or more
directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 4.4 of these by-laws. Directors need
not be stockholders.

     4.2 Tenure. Except as otherwise provided by law, the certificate of
incorporation or these by-laws, each director shall hold office until the next
annual meeting and until a successor is elected and qualified, or until such
director sooner dies, resigns, is removed or becomes disqualified.

     4.3 Powers. The business of the Corporation shall be managed by or under
the direction of the board of directors, which shall have and may exercise all
the powers of the Corporation and do all such lawful acts and things as are not
by law, the certificate of incorporation or these by-laws directed or required
to be exercised or done by the stockholders.

     4.4 Vacancies. Newly created directorships resulting from any increase in
the number of directors and other vacancies may be filled by vote of the
stockholders at a meeting called for the purpose, or by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. When one or more directors shall resign from the board of directors,
effective at a future date, a majority of the directors then in office,
including those who have resigned, shall have power to fill such vacancy or
vacancies, the vote or action by writing thereon to take effect when such
resignation or resignations shall become effective. The directors shall have and
may exercise all their powers notwithstanding the existence of


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one or more vacancies in their number, subject to any requirements of law or
of the certificate of incorporation or of these by-laws as to the number of
directors required for a quorum or for any vote or other actions.

     4.5 Committees. The board of directors may, by vote of a majority of the
whole board, (a) designate, change the membership of or terminate the existence
of any committee or committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate members of any such
committee who may replace any absent or disqualified member at any meeting of
the committee; and (c) determine the extent to which each such committee shall
have and may exercise the powers and authority of the board of directors in the
management of the business and affairs of the Corporation, including the power
to authorize the seal of the Corporation to be affixed to all papers that
require it and the power and authority to declare dividends or to authorize the
issuance of stock; excepting, however, such powers that by law, the certificate
of incorporation or these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and such member's
alternate, if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     4.6 Regular Meeting. Regular meetings of the board of directors may be held
without call or notice at such place within or without the State of Delaware and
at such times as the board may from time to time determine, provided that notice
of the first regular meeting following any such determination shall be given to
absent directors. A regular meeting of the directors may be held without call or
notice immediately after and at the same place as the annual meeting of the
stockholders.

     4.7 Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the State of Delaware
designated in the notice of the meeting, when called by the president, or by
one-third or more in number of the directors, reasonable notice thereof being
given to each director by the secretary or by the president or by any one of the
directors calling the meeting.

     4.8 Notice. It shall be reasonable and 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 the director at the
director's usual or last known business or residence address or to give notice
to the director in person or by telephone at least twenty-four hours before the
meeting. Notice of a meeting need not be given to any director if a written
waiver of notice, executed by the director 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
the director. Neither notice of a meeting nor a waiver of a notice need specify
the purposes of the meeting.


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     4.9 Quorum. Except as may be otherwise provided by law, the certificate of
incorporation or these by-laws, at any meeting of the directors a majority of
the directors then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors constituting
the whole board. 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.

     4.10 Action by Vote. Except as may be otherwise provided by law, the
certificate of incorporation or these by-laws, when a quorum is present at any
meeting the vote of a majority of the directors present shall be the act of the
board of directors.

     4.11 Action Without a Meeting. Unless otherwise restricted by the
certificate of incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting if all the members of the board or of such
committee, as the case may be, consent thereto in writing, and such writing or
writings are filed with the records of the meetings of the board or of such
committee. Such consent shall be treated for all purposes as the act of the
board or of such committee, as the case may be.

     4.12 Participation in Meetings by Conference Telephone. Unless otherwise
restricted by the certificate of incorporation or these by-laws, members of the
board of directors or of any committee thereof may participate in a meeting of
such board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Such participation shall constitute presence in
person at such meeting.

     4.13 Compensation. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix from time to time the compensation of directors. The directors may be
paid their expenses, if any, of attendance at each meeting of the board of
directors and the performance of their responsibilities as directors and may be
paid a fixed sum for attendance at each meeting of the board of directors and/or
a stated salary as director. No such payment shall preclude any director from
serving the Corporation or its parent or subsidiary corporations in any other
capacity and receiving compensation therefor. The board of directors may also
allow compensation for members of special or standing committees for service on
such committees.

     4.14 Interested Directors and Officers.

          (a) No contract or transaction between the Corporation and one or more
of its directors or officers, or between the Corporation and any other
corporation, partnership, association or other organization in which one or more
of the Corporation's directors or officers are directors or officers or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee thereof that authorizes the contract or transaction, or
solely because the vote of any such person is counted for such purpose, if:


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               (1) the material facts as to the relationship or interest of the
director or officer and the contract or transaction are disclosed or known to
the board of directors or the committee, and the board or committee in good
faith authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested directors
do not constitute a quorum;

               (2) the material facts as to the relationship or interest of the
director or officer and as to the contract or transaction are disclosed or are
known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or

               (3) the contract or transaction is fair as to the Corporation as
of the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

          (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
that authorizes the contract or transaction.

     4.15 Resignation or Removal of Directors. Unless otherwise restricted by
law or the certificate of incorporation, any director or the entire board of
directors may be removed, with or without cause, by the holders of a majority of
the stock issued and outstanding and entitled to vote at an election of
directors. Any director may resign at any time by delivering a resignation in
writing to the president or the secretary or to a meeting of the board of
directors. Such resignation shall be effective upon receipt unless specified to
be effective at some other time; and without in either case the necessity of its
being accepted unless the resignation shall so state. No director resigning and
(except where a right to receive compensation shall be expressly provided in a
duly authorized written agreement with the Corporation) no director removed
shall have any right to receive compensation as such director for any period
following the director's resignation or removal, or any right to damages on
account of such removal, whether the director's compensation be by the month or
by the year or otherwise; unless in the case of a resignation, the directors, or
in the case of removal, the body acting on the removal, shall in their or its
discretion provide for compensation.

Section 5. Notices.

     5.1 Form of Notice. Whenever, under the provisions of law, or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, such notice may be given by mail, addressed to
such director or stockholder, at the director's or stockholder's address as it
appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Unless written notice by mail is required
by law, written notice may also be given by telegram, cable, facsimile,
commercial delivery service, telex or similar means, addressed to such director
or stockholder at the address thereof as such address appears on the records of
the Corporation, in which case such notice shall be deemed to be given when
delivered into the control of the persons charged with effecting such
transmission, the transmission charge to be paid by the Corporation or the
person sending such notice and not by the addressee. Oral


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notice or other in-hand delivery (in person or by telephone) shall be deemed
given at the time it is actually given.

     5.2 Waiver of Notice. Whenever notice is required to be given under the
provisions of law, the certificate of incorporation or these by-laws, a written
waiver thereof, signed by the person entitled to notice, 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. Neither the business to be transacted at,
nor the purpose of, any meeting of the stockholders, directors or members of a
committee of the board of directors need be specified in any written waiver of
notice.

Section 6. Officers and Agents.

     6.1 Enumeration; Qualification. The officers of the Corporation shall be a
president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint,
including without limitation one or more vice presidents. Any officer may be,
but none need be, a director or stockholder. Any two or more offices may be held
by the same person. Any officer may be required by the board of directors to
secure the faithful performance of the officer's duties to the Corporation by
giving bond in such amount and with sureties or otherwise as the board of
directors may determine.

     6.2 Powers. Subject to law, the certificate of incorporation and these
by-laws, each officer shall have, in addition to the duties and powers herein
set forth, such duties and powers as are commonly incident to the officer's
office and such additional duties and powers as the board of directors may from
time to time designate.

     6.3 Election. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, a secretary and a treasurer.
Other officers may be appointed by the board of directors at such meeting, at
any other meeting or by written consent. At any time or from time to time, the
directors may delegate to any officer their power to elect or appoint any other
officer or any agents.

     6.4 Tenure. Each officer shall hold office until the first meeting of the
board of directors following the next annual meeting of the stockholders and
until a successor is elected and qualified unless a shorter period shall have
been specified in terms of the officer's election or appointment, or in each
case until the officer sooner dies, resigns, is removed or becomes disqualified.
Each agent of the Corporation shall retain authority at the pleasure of the
directors, or the officer by whom the agent was appointed or by the officer who
then holds agent appointive power.

     6.5 President and Vice Presidents.

          (a) Except as determined by the board of directors, the president
shall be the chief executive officer and shall have direct and active charge of
all business operations of the Corporation and shall have general supervision of
the entire business of the Corporation, subject to the control of the board of
directors. The president shall preside at all


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meetings of the stockholders and of the board of directors at which he or she is
present, except as otherwise voted by the board of directors.

          (b) The president or treasurer shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the Corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the board of directors to some other officer or agent of the Corporation.

          (c) Any vice presidents shall have such duties and powers as shall be
designated from time to time by the board of directors or the president.

     6.6 Treasurer and Assistant Treasurers.

          (a) Except as determined by the board of directors, the treasurer
shall be the chief financial officer of the Corporation and shall be in charge
of its funds and valuable papers, and shall have such other duties and powers as
may be assigned to the treasurer from time to time by the board of directors or
the president.

          (b) Any assistant treasurers shall have such duties and powers as
shall be designated from time to time by the board of directors, the president
or the treasurer.

     6.7 Secretary and Assistant Secretaries.

          (a) The secretary shall record all proceedings of the stockholders,
the board of directors and committees of the board of directors in a book or
series of books to be kept therefor and shall file therein all writings of, or
related to, action by stockholder or director consent. In the absence of the
secretary from any meeting, an assistant secretary, or if there is none or each
assistant secretary is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been
appointed, the secretary shall keep or cause to be kept the stock and transfer
records of the Corporation, which shall contain the names and record addresses
of all stockholders and the number of shares registered in the name of each
stockholder. The secretary shall have such other duties and powers as may from
time to time be designated by the board of directors or the president.

          (b) Any assistant secretaries shall have such duties and powers as
shall be designated from time to time by the board of directors, the president
or the secretary.

     6.8 Resignation and Removal. Any officer may resign at any time by
delivering a resignation in writing to the president, the secretary or a meeting
of the board of directors. Such resignation shall be effective upon receipt
unless specified to be effective at some other time, and without in any case the
necessity of its being accepted unless the resignation shall so state. The board
of directors may at any time remove any officer either with or without cause.
The board of directors may at any time terminate or modify the authority of any
agent. No officer resigning and (except where a right to receive compensation
shall be expressly provided in a duly authorized written agreement with the
Corporation) no officer removed shall have any


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right to any compensation as such officer for any period following the officer's
resignation or removal, or any right to damages on account of such removal,
whether the officer's compensation be by the month or by the year or otherwise;
unless in the case of a resignation, the directors, or in the case of removal,
the body acting on the removal, shall in their or its discretion provide for
compensation.

     6.9 Vacancies. If the office of the president or the treasurer or the
secretary becomes vacant, the directors may elect a successor by vote of a
majority of the directors then in office. If the office of any other officer
becomes vacant, any person or body empowered to elect or appoint that office may
choose a successor. Each such successor shall hold office for the unexpired term
of the predecessor, and in the case of the president, the treasurer and the
secretary until a successor is chosen and qualified, or in each case until such
officer sooner dies, resigns, is removed or becomes disqualified.

Section 7. Capital Stock.

     7.1 Stock Certificates. Each stockholder shall be entitled to a certificate
stating the number and the class and the designation of the series, if any, of
the shares held by the stockholder, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors. Such certificate shall be signed by (a) the
president or a vice-president and (b) the treasurer, an assistant treasurer, the
secretary or an assistant secretary. Any of the signatures on the certificate
may be facsimiles. In case an officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed on such certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if the signatory were such officer, transfer agent, or registrar at the time
of its issue.

     7.2 Lost Certificates. The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or such
owner's legal representative, to advertise the same in such manner as it shall
require and/or to give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

Section 8. Transfer of Shares of Stock

     8.1 Transfer on Books.

          (a) Subject to any restrictions with respect to the transfer of shares
of stock, shares of stock may be transferred on the books of the Corporation by
the surrender to the Corporation or its transfer agent of the certificate
therefor properly endorsed or accompanied by a written assignment and power of
attorney properly executed, with necessary transfer stamps


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affixed, and with such proof of the authenticity of signature as the board of
directors or the transfer agent of the Corporation may reasonably require.
Except as may be otherwise required by law, the certificate of incorporation or
these by-laws, the Corporation shall be entitled to treat the record holder of
stock as shown on its books as the owners of such stock for all purposes,
including the payment of dividends and the right to receive notice and to vote
or to give any consent with respect thereto and to be held liable for such calls
and assessments, if any, as may lawfully be made thereon, regardless of any
transfer, pledge or other disposition of such stock until the shares have been
properly transferred on the books of the Corporation.

          (b) It shall be the duty of each stockholder to notify the Corporation
of the stockholder's post office address.

Section 9. General Provisions.

     9.1 Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
adjournment thereof, or 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 days nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action to which
such record date relates. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting. If no record date is fixed:

          (a) the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held;

          (b) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the board of directors is necessary, shall be the day on which the first
written consent is expressed; and

          (c) the record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the board of directors
adopts the resolution relating to such purpose.

     9.2 Dividend. Dividends upon the capital stock of the Corporation may be
declared by the board of directors at any regular or special meeting or by
written consent, pursuant to law. Dividends may be paid in cash, property or
shares of the capital stock, subject to the provisions of the certificate of
incorporation.

     9.3 Payment of Dividends. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for


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equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the directors shall think conducive to
the interest of the Corporation, and the directors may modify or abolish any
such reserve in the manner in which it was created.

     9.4 Checks. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

     9.5 Fiscal Year. The fiscal year of the Corporation shall begin on the
first of January in each year and shall end on the last day of December next
following, unless otherwise determined by the board of directors.

     9.6 Seal. The board of directors may, by resolution, adopt a corporate
seal. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the word "Delaware." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. The seal may be altered from time to time by the board
of directors.

Section 10. Indemnification.

     It being the intent of the Corporation to provide maximum protection
available under the law to its officers and directors, the Corporation shall
indemnify its officers and directors to the full extent the Corporation is
permitted or required to do so by the General Corporation Law of Delaware.

Section 11. Amendments.

     These by-laws may be altered, amended or repealed or new by-laws may be
adopted by the stockholders or by the board of directors when such power is
conferred upon the board of directors by the certificate of incorporation, at
any regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors. If the power
to adopt, amend or repeal by-laws is conferred upon the board of directors by
the certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.


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