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<SEC-DOCUMENT>0000950131-00-006794.txt : 20001215
<SEC-HEADER>0000950131-00-006794.hdr.sgml : 20001215
ACCESSION NUMBER:		0000950131-00-006794
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20001031
FILED AS OF DATE:		20001214

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KEWAUNEE SCIENTIFIC CORP /DE/
		CENTRAL INDEX KEY:			0000055529
		STANDARD INDUSTRIAL CLASSIFICATION:	LABORATORY APPARATUS & FURNITURE [3821]
		IRS NUMBER:				380715562
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		
		SEC FILE NUMBER:	000-05286
		FILM NUMBER:		789347

	BUSINESS ADDRESS:	
		STREET 1:		2700 W FRONT ST
		CITY:			STATESVILLE
		STATE:			NC
		ZIP:			28677
		BUSINESS PHONE:		7048737202

	MAIL ADDRESS:	
		STREET 1:		P O BOX 1842
		STREET 2:		P O BOX 1842
		CITY:			STATESVILLE
		STATE:			NC
		ZIP:			28687-1842

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	KEWAUNEE SCIENTIFIC EQUIPMENT CORP /DE/
		DATE OF NAME CHANGE:	19861216

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	KEWAUNEE MANUFACTURING CO
		DATE OF NAME CHANGE:	19680108
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 10-Q
<TEXT>

<PAGE>

               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                                   FORM 10-Q



 _____
|  X  |  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
 _____
          Exchange Act of 1934

For the quarterly period ended October 31, 2000

 _____
|_____|  Transition Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

For the transition period from ____________ to _____________

Commission file number 0-5286


                        KEWAUNEE SCIENTIFIC CORPORATION
                        -------------------------------

             (Exact name of registrant as specified in its charter)

               Delaware                            38-0715562
     --------------------------------------------------------

(State or other jurisdiction of               (I.R.S.Employer
incorporation or organization)                 Identification No.)

2700 West Front Street
Statesville, North Carolina                            28677
- ------------------------------------------------------------
(Address of principal executive offices)              (Zip Code)

                                  (704) 873-7202
                          ----------------------

              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes    X     No _______
                                        -------

As of December 8, 2000, the Registrant had outstanding 2,465,871 shares of
Common Stock.

Pages:  This report, excluding exhibits, contains 14 pages numbered sequentially
from this cover page.
<PAGE>

                        KEWAUNEE SCIENTIFIC CORPORATION

                               INDEX TO FORM 10-Q

                FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2000


<TABLE>
<CAPTION>
                                                            Page Number
                                                            -----------
<S>                                                         <C>
PART I.  FINANCIAL INFORMATION
- ------------------------------

Item 1. Financial Statements

        Condensed Statements of Operations -
          Three months and six months
          ended October 31, 2000 and 1999                          3

        Condensed Balance Sheets - October 31, 2000
          and April 30, 2000                                       4

        Condensed Statements of Cash Flows -
          Six months ended October 31, 2000 and 1999               5

        Notes to Condensed Financial Statements                    6

Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations                      8

Review by Independent Accountants                                 11

Report by Independent Accountants                                 12

PART II.  OTHER INFORMATION
- ---------------------------

Item 4. Submission of Matters to a Vote of Security Holders       13

Item 6. Exhibits and Reports on Form 8-K                          13

SIGNATURE                                                         14
- ---------
</TABLE>

                                       2
<PAGE>

                         Part 1. Financial Information

Item 1. Financial Statements

                        Kewaunee Scientific Corporation
                      Condensed Statements of Operations
                                  (Unaudited)

<TABLE>
<CAPTION>
                                       Three months ended     Six months ended
                                           October 31            October 31
                                       ------------------     -----------------
                                         2000      1999         2000     1999
                                       -------    -------     -------   -------
                                        ($ in thousands, except per share data)
<S>                                    <C>        <C>         <C>       <C>
Net sales                              $21,416    $19,551     $40,786   $39,616

Cost of products sold                   17,100     15,206      32,792    30,641
                                       -------    -------     -------   -------
Gross profit                             4,316      4,345       7,994     8,975

Operating expenses                       3,018      3,183       6,299     6,452
                                       -------    -------     -------   -------
Operating earnings                       1,298      1,162       1,695     2,523

Interest expense                           (85)       (52)       (132)      (91)

Other income (expense), net                  8         94          (7)      242
                                       -------    -------     -------   -------
Earnings before income taxes             1,221      1,204       1,556     2,674

Income tax expense                         439        464         560     1,030
                                       -------    -------     -------   -------

Net earnings                           $   782    $   740     $   996   $ 1,644
                                       -------    -------     -------   -------

Net earnings per share-
 Basic                                 $  0.32    $  0.30     $  0.40   $  0.67
 Diluted                               $  0.31    $  0.30     $  0.40   $  0.66

 Average number of common shares
 outstanding (in thousands)-
 Basic                                   2,466      2,450       2,466     2,447
 Diluted                                 2,491      2,473       2,491     2,471
</TABLE>

See accompanying notes to condensed financial statements.

                                       3

<PAGE>

                        Kewaunee Scientific Corporation
                           Condensed Balance Sheets
                               ($ in thousands)

                                                      October 31    April 30
                                                         2000         2000
                                                      ----------   ----------
                                                      (Unaudited)
Assets
- ------
Current assets:
 Cash and cash equivalents                            $        1   $        9
 Receivables, less allowances                             18,181       17,993
 Inventories                                               4,532        3,499
 Deferred income taxes                                     1,151        1,151
 Prepaid expenses and other current assets                   669          380
                                                      ----------   ----------
Total current assets                                      24,534       23,032
                                                      ----------   ----------

Property, plant and equipment, at cost                    34,913       33,242
Accumulated depreciation                                 (20,841)     (19,736)
                                                      ----------   ----------
Net property, plant and equipment                         14,072       13,506
                                                      ----------   ----------

Other assets                                               2,768        2,778
                                                      ----------   ----------

Total Assets                                          $   41,374   $   39,316
                                                      ==========   ==========

Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
 Short-term borrowings                                $    3,659   $    2,555
 Accounts payable                                          5,927        5,412
 Employee compensation and amounts withheld                1,232        1,352
 Other current liabilities                                 2,159        2,241
                                                      ----------   ----------
Total current liabilities                                 12,977       11,560
                                                      ----------   ----------

Deferred income taxes                                        944          944
Accrued employee benefit plan costs                        1,667        1,677
                                                      ----------   ----------
Total Liabilities                                         15,588       14,181
                                                      ----------   ----------

Stockholders' equity:
 Common stock                                              6,550        6,550
 Additional paid-in-capital                                  154          154
 Retained earnings                                        20,002       19,351
 Common stock in treasury, at cost                          (920)        (920)
                                                      ----------   ----------
Total stockholders' equity                                25,786       25,135
                                                      ----------   ----------

Total Liabilities and Stockholders' Equity            $   41,374   $   39,316
                                                      ==========   ==========

See accompanying notes to condensed financial statements.

                                       4

<PAGE>

                        Kewaunee Scientific Corporation
                      Condensed Statements of Cash Flows
                                  (Unaudited)
                               ($ in thousands)

                                                        Six months ended
                                                             October 31
                                                       -------------------
                                                         2000       1999
                                                       --------   --------
Cash flows from operating activities:
Net earnings                                           $    996   $  1,644
Adjustments to reconcile net earnings to net cash
provided by operating activities:
 Depreciation                                               944      1,005
 Provision for bad debts                                     42         64
 (Increase) decrease in receivables                        (230)       166
 (Increase) decrease in inventories                      (1,033)      (334)
 Increase (decrease) in accounts payable and
  other current liabilities                                 313     (1,471)
 Other, net                                                (286)      (210)
                                                       --------   --------
Net cash provided by operating activities                   746        864
                                                       --------   --------
Cash flows from investing activities:
 Capital expenditures                                    (1,513)    (1,822)

Net cash used in investing activities                    (1,513)    (1,822)
                                                       --------   --------

Cash flows from financing activities:
 Net increase in short-term borrowings                    1,104      1,182
 Dividends paid                                            (345)      (293)
 Proceeds from exercise of stock options                      -         72
                                                       --------   --------
Net cash provided by financing activities                   759        961
                                                       --------   --------
(Decrease) increase in cash and cash equivalents             (8)         3

Cash and cash equivalents, beginning of period                9          8
                                                       ========   ========

Cash and cash equivalents, end of period               $      1   $     11
                                                       ========   ========

See accompanying notes to condensed financial statements.

                                       5

<PAGE>

                        Kewaunee Scientific Corporation
                    Notes to Condensed Financial Statements
                                  (unaudited)

A.  Financial Information
- -------------------------

The unaudited interim condensed financial statements of Kewaunee Scientific
Corporation (the "Company" or "Kewaunee") have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission (the
"Commission").  Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted.  These interim condensed financial statements should be
read in conjunction with the financial statements and notes included in the
Company's 2000 Annual Report to Stockholders.

The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make certain estimates and assumptions that affect reported
amounts and disclosures.  Actual results could differ from those estimates.

In the opinion of management, the interim condensed financial statements reflect
all adjustments (consisting only of normal recurring adjustments) necessary for
a fair presentation of the interim periods.  The results of operations for the
interim periods are not necessarily indicative of the results of operations to
be expected for the full year.

B.  New Accounting Pronouncements
- ---------------------------------

On June 15, 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (FAS 133). The effective date of FAS 133 has been
deferred by FAS 137. FAS 133 is now effective for all fiscal quarters of all
fiscal years beginning after June 15, 2000 and requires that all derivative
instruments be recorded on the balance sheet at their fair value. The Company is
currently evaluating the effect of adopting FAS 133.


                                       6
<PAGE>

C.  Inventories
- ---------------

Inventories consisted of the following (in thousands):

                                 Oct. 31, 2000   April 30,2000
                                 -------------   -------------
Finished products                   $1,041          $  673
Work in process                      1,337             932
Raw materials                        2,154           1,894
                                    ------          ------
                                    $4,532          $3,499
                                    ======          ======

D.  Balance Sheet
- -----------------

The Company's April 30, 2000 condensed balance sheet as presented herein is
derived from audited financial statements, but does not include all disclosures
required by accounting principles generally accepted in the United States of
America.

E. Segment Information
- ----------------------

The following table shows net sales and profits by business segment for three
months and six months ended October 31, 2000 and 1999.
<TABLE>
<CAPTION>

                                       Laboratory   Technical
                                        Products    Products    Corporate    Total
                                       ----------   ---------   ---------   -------
<S>                                    <C>          <C>         <C>         <C>
Three months ended October 31, 2000
- -----------------------------------

Revenues from external customers        $17,532      $3,884         --      $21,416
Intersegment revenues                        --          70        (70)          --
Segment profit                            1,052         345       (176)       1,221


Three months ended October 31, 1999
- -----------------------------------

Revenues from external customers        $16,038      $3,513         --      $19,551
Intersegment revenues                        --         113       (113)          --
Segment profit                              978         279       ( 53)       1,204


Six months ended October 31, 2000
- ---------------------------------

Revenues from external customers        $31,791      $8,995         --      $40,786
Intersegment revenues                        --         184       (184)          --
Segment profit                              859       1,029       (332)       1,556

Six months ended October 31, 1999
- ---------------------------------

Revenues from external customers        $32,422      $7,194         --      $39,616
Intersegment revenues                        --         176       (176)          --
Segment profit                            2,081         616       ( 23)       2,674
</TABLE>

                                       7
<PAGE>

                 Item 2.  Management's Discussion and Analysis
                of Financial Condition and Results of Operations


The Company's 2000 Annual Report to Stockholders contains management's
discussion and analysis of financial condition and results of operations at and
for the year ended April 30, 2000.  The following discussion and analysis
describes material changes in the Company's financial condition since April 30,
2000.  The analysis of results of operations compares the three months and six
months ended October 31, 2000 with the comparable periods of the prior fiscal
year.


Results of Operations
- ---------------------

The Company recorded sales of $21.4 million for the three months ended October
31, 2000, up 9.5% from sales of $19.6 million for the comparable period of the
prior year.  Sales for the six months ended October 31, 2000 were $40.8 million,
up 3.0% from sales of $39.6 million in the comparable period of the prior year.

The increase in sales for the current quarter and six months ended October 31,
2000 resulted primarily from continued strong demand for the Company's technical
products and an improved industrial research market for laboratory products in
the current quarter.

The gross profit margin for the three months ended October 31, 2000 was 20.2% of
sales, as compared to 22.2% of sales in the comparable quarter of the prior
year.  The gross profit margin for the six months ended October 31, 2000 was
19.6%, as compared to 22.7% in the comparable period of the prior year.  The
decrease in the gross profit margins for the three months and six months
resulted primarily from continuing pricing pressures experienced in the markets
for the Company's laboratory products and differences in the product sales mix
for the periods.

Operating expenses for the three months ended October 31, 2000 were $3.0
million, or 14.1% of sales, as compared to $3.2 million, or 16.3% of sales, in
the comparable period of the prior year.  Operating expenses for the six months
ended October 31, 2000 were $6.3 million, or 15.4% of sales, as compared to $6.5
million, or 16.3% of sales, in the comparable period of the prior year.  The
decrease in operating expenses for the three months and six months was primarily
attributable to decreased administration and marketing expenses.

Operating earnings of $1.2 million and $1.6 million were recorded for the three
months and six months ended October 31, 2000, respectively.  This compares to
operating earnings of $1.2 million and $2.5 million for the comparable periods
of the prior year.
                                       8
<PAGE>

Interest expense was $85,000 and $132,000 for the three months and six months
ended October 31, 2000, respectively, compared to $52,000 and $91,000 for the
comparable periods of the prior year.  The increase in interest expense in the
current year resulted primarily from higher levels of debt under the Company's
revolving credit facility.

Other income was $8,000 in the three months ended October 31, 2000 and other
expenses of $7,000 for the six months ended October 31, 2000, compared to other
expenses of $94,000 and $242,000 for the comparable periods of the prior year.
Other income of $85,000 and $225,000 for the three months and six months was
recorded in the comparable period of the prior year resulting from a litigation
settlement with certain suppliers.

Income tax expense of $439,000 and $560,000 was recorded for the three months
and six months ended October 31, 2000, respectively, as compared to income tax
expense of $464,000 and $1,030,000 recorded for the comparable periods of the
prior year.  The effective tax rate was approximately 36.0% for the three and
six months ended October 31, 2000 and 38.5% for the three and six months period
ended October 31, 1999.  The lower effective tax rate reflects the impact of
expected tax credits during the current year.

Net earnings of $782,000 and $996,000, or $.31 per diluted share and $.40 per
diluted share, were recorded for the three months and six months ended October
31, 2000, respectively.  This compares to net earnings of $740,000 and $1.6
million, or $.30 per diluted share and $.66 per diluted share, respectively, for
the comparable periods of the prior year.


Liquidity and Capital Resources
- -------------------------------

Historically, the Company's principal sources of liquidity have been funds
generated from operations, supplemented as needed by short-term borrowings.  The
Company believes that these sources, combined with financing available under the
equipment loan components of the Company's credit facility, will be sufficient
to support ongoing business levels, including capital expenditures through the
current fiscal year.

The Company had working capital of $11.6 million at October 31, 2000, as
compared to $11.5 million at April 30, 2000.  The ratio of current assets to
current liabilities was 1.89-to-1 at October 31, 2000, as compared to 1.99-to-1
at April 30, 2000.  At October 31, 2000, advances of $1,659,000 were outstanding
under the Company's revolving credit facility and advances of $2,000,000 were
outstanding under the Company's equipment loan component of the credit facility.

                                       9
<PAGE>

The Company's operations provided cash of $746,000 during the six months ended
October 31, 2000, primarily from operating earnings, partially offset by an
increase in customer receivables and inventories and a decrease in accounts
payable.  The Company's operations provided cash of $864,000 during six months
ended October 31, 1999, primarily from operating earnings, partially offset by a
decrease in accounts payable and other current liabilities.

During the six months ended October 31, 2000, the Company used cash of
$1,513,000 for capital expenditures, primarily production equipment, compared to
the use of $1,822,000 for such expenditures in the comparable period of the
prior fiscal year.


Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
- --------------------------------------------------------------------------------

Certain statements in this report constitute "forward-looking" statements within
the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform
Act").  Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that could significantly impact results or
achievements expressed or implied by such forward-looking statements.  These
factors include, but are not limited to, economic, competitive, governmental,
and technological factors affecting the Company's operations, markets, products,
services, and prices.  The cautionary statements made pursuant to the Reform Act
herein and elsewhere by the Company should not be construed as exhaustive or as
any admission regarding the adequacy of disclosures made by the Company prior to
the effective date of the Reform Act.  The Company cannot always predict what
factors would cause actual results to differ materially from those indicated by
the forward-looking statements.  In addition, readers are urged to consider
statements that include the terms "believes", "belief", "expects", "plans",
"objectives", "anticipates", "intends" or the like to be uncertain and forward-
looking.

                                       10
<PAGE>

                       REVIEW BY INDEPENDENT ACCOUNTANTS


A review of the interim financial information included in this Quarterly Report
on Form 10-Q for the three months and six months ended October 31, 2000 has been
performed by PricewaterhouseCoopers LLP, the Company's independent accountants.
Their report on the interim financial information follows.

                                       11
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Stockholders of
Kewaunee Scientific Corporation
Statesville, North Carolina

We have reviewed the accompanying condensed balance sheet of Kewaunee Scientific
Corporation as of October 31, 2000, and the related condensed statements of
operations and of cash flows for the three and six month periods then ended.
These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants.  A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters.  It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole.  Accordingly, we do not express such an
opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed interim financial information for it to be
in conformity with accounting principles generally accepted in the United States
of America.

We previously audited in accordance with auditing standards generally accepted
in the United States of America, the balance sheet as of April 30, 2000 and the
related statements of operations, of stockholders' equity, and of cash flows for
the year then ended (not presented herein), and in our report dated May 31, 2000
we expressed an unqualified opinion on those financial statements.  In our
opinion, the information set forth in the accompanying condensed balance sheet
as of April 30, 2000, is fairly stated in all material respects in relation to
the balance sheet from which it has been derived.



PricewaterhouseCoopers LLP
Charlotte, North Carolina

November 20, 2000

                                       12
<PAGE>

                          PART II.  OTHER INFORMATION


Item 4. Submission of Matters to a Vote of Security Holders


        The Company's Annual Meeting of Stockholders was held on August 23,
        2000.  Information regarding the results of this meeting are
        incorporated by reference from the Company's Report on Form 10-Q for the
        three months ended July 31, 2000.



Item 6. Exhibits and Reports on Form 8-K

        (a) Exhibits

            3.1  Amendment dated August 26, 2000 to the Bylaws of Kewaunee
                 Scientific Corporation.

            27   Financial Data Schedule

        (b) Reports on Form 8-K

            No reports on Form 8-K were filed with the Commission during the
            three months ended October 31, 2000.

                                       13
<PAGE>

                                   SIGNATURE


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    KEWAUNEE SCIENTIFIC CORPORATION
                                    -------------------------------

                                              (Registrant)



Date:  December 14, 2000            By   /s/ D. Michael Parker
                                       -----------------------
                                       D. Michael Parker
                                       Senior Vice President,Finance
                                       Chief Financial Officer

                                       14
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>BY LAWS OF KEWAUNEE SCIENTIFIC
<TEXT>

<PAGE>

                        KEWAUNEE SCIENTIFIC CORPORATION

                           (a Delaware corporation)


                                    ByLaws
                                    ------
                     (as amended through August 23, 2000)



                                    OFFICES
                                    -------

     1.01  The corporation shall have and maintain a registered office in the
State of Delaware and may have offices in such other places within or outside
the State of Delaware as the Board of Directors may from time to time select or
the business of the corporation requires.


                                     SEAL
                                     ----

     2.01  The corporation shall have a seal which shall have inscribed thereon
the name of the corporation, the state of incorporation and the words "Corporate
Seal".  The seal may be used by causing it or a facsimile to be imprinted,
affixed, reproduced or otherwise.


                                     STOCK
                                     -----

     3.01  Shares of stock may be issued for such consideration, not less than
the par value thereof, as is determined from time to time by the Board of
Directors (hereinafter called the "Board").  The Board shall determine what part
of the consideration received by the corporation for its shares (not less than
the aggregate par value thereof) shall be capital.

     3.02  Every holder of stock in the corporation shall be entitled to have a
certificate, signed by, or in the name of the corporation by, the Chairman of
the Board, the President or a Vice President and the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him in the corporation. Any or all of
the signatures on the certificate may be facsimile. In case any officer,
transfer agent, or registrar who has signed, or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent or registrar, whether because of death, resignation or otherwise, before
such certificate has been issued or delivered by the corporation, such
certificate may nevertheless be issued and delivered by the corporation as
though the person who signed such certificate or whose facsimile signature has
been used thereon had not ceased to be such officer, transfer agent or
registrar.

                                       1
<PAGE>

     3.03  In the event of loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the
Board may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.

     3.04  The Board may appoint one or more transfer agents and one or more
registrars.  Transfers of stock shall be made only upon the transfer books of
the corporation.  Except where a certificate is issued in accordance with
Section 3.03 of these bylaws, an outstanding certificate for the number of
shares involved shall be surrendered for cancellation before a new certificate
is issued therefor.

     3.05  The corporation shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares, and shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.


                   STOCKHOLDERS AND MEETINGS OF STOCKHOLDERS
                   -----------------------------------------

     4.01  The annual meeting of the stockholders of the corporation for the
election of directors and for the transaction of any other business as may
properly come before the meeting shall be held at such place within or outside
the State of Delaware as the Board shall fix.

     4.02  The annual meeting of stockholders shall be held on the last
Wednesday in August in each year at such time as the Board shall fix.  If the
date fixed for the annual meeting shall be a legal holiday, the meeting shall be
held on the next business day.

     4.03  Special meetings of the stockholders for any purpose or purposes
described in the notice of the meeting may be called at any time by the Chairman
of the Board, the President or a majority of the Board and shall be held at such
place, on such date and at such time as shall be designated in the notice
thereof.

     4.04  Each stockholder of record shall be given written notice of each
meeting of stockholders, which notice shall state the place, date and time of
the meeting, and in the case of a special meeting, the purpose or purposes for
which the meeting is called.  Except as otherwise provided by law, the written
notice of any meeting 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.

     4.05  When a meeting of stockholders is adjourned to another place, date or
time, written notice need not be given of the adjourned meeting if the place,
date and time thereof are announced at the meeting at which the adjournment is
taken; provided, however, that if the date of any adjourned meeting is more than
thirty days after the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written notice of the place,
date and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

                                       2
<PAGE>

     4.06  The Board shall have power to close the stock transfer books of the
corporation for a period not more than sixty nor less than ten days preceding
the date of any meeting of stockholders, or the date for payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital sock shall go into effect; provided,
however, that in lieu of closing the stock transfer books as aforesaid, the
Board may fix in advance a date not more than sixty nor less than ten days
preceding the date of any meeting of stockholders, or the date for any payment
of dividends, or the date for allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as the record
date for the determination of stockholders entitled to vote at any such meeting
or entitled to receive payment of any such dividend or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, and in such case only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to vote at such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid.  This bylaw shall in no way affect the rights of a
stockholder and his transferee or transferor as between themselves.

     4.07  The officer who has charge of the stock ledger of the corporation
shall prepare and make, or cause to be made, 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, showing the address of 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 in 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 be
produced and kept at the place of the meeting during the whole time thereof, and
be subject to the inspection of any stockholder who may be present.  The list
shall presumptively determine the identity of the stockholders entitled to vote
at the meeting and the number of shares held by each of them.

     4.08  The holders of a majority of all of the shares of stock entitled to
vote at the meeting, present in person or represented by proxy, shall constitute
a quorum for all purposes at all meetings of the stockholders for the
transaction of business unless the presence of a larger number is required by
law.  If, however, such quorum shall not be present or represented at any
meeting of the stockholders, the chairman of the meeting or the holders of a
majority of the shares of the stock entitled to vote who are present in person
or represented by proxy, shall have power to adjourn the meeting to another
place, date or time.

     4.09  The Chairman of the Board or, in his absence, the President shall
call to order any meeting of the stockholders and act as chairman of the
meeting.  In the absence of the Secretary of the corporation, the secretary of
the meeting shall be such person as the chairman appoints.

                                       3
<PAGE>

     4.10  The vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any question
brought before a meeting of stockholders, except as otherwise required by law or
the corporation's restated certificate of incorporation.  Each stockholder shall
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such stockholder, but no proxy shall be voted
or acted upon after three years from its date, unless the proxy provides for a
longer period.


                              BOARD OF DIRECTORS
                              ------------------

     5.01  The business and affairs of the corporation shall be managed by or
under the direction of the Board.

     5.02  The number of directors constituting the whole Board shall be eight.
The number of directors may be changed from time to time by amendment to these
bylaws, subject to the provisions of Article Seventh of the corporation's
restated certificate of incorporation.  Directorships with terms expiring in any
year shall be filled at the annual meeting of stockholders in that year.  Each
director shall hold office until his successor is elected and qualified or until
his earlier resignation, removal or death.

     5.03  Any director may resign at any time by giving written notice of his
resignation to the Board, the Chairman of the Board, the President or the
Secretary of the corporation.  Any such resignation shall take effect at the
time specified therein or, if the time when it is to become effective shall not
be specified therein, then it shall take effect when accepted by action of the
Board.  Except as aforesaid, the acceptance of such resignation shall not be
necessary to make it effective.

     5.04  A director may be removed only by the holders of at least 75% of the
shares entitled to vote at an election of directors, with or without cause.

     5.05  Any vacancy on the Board or any newly-created directorship may be
filled by the vote of a majority of the directors of the corporation then in
office even though less than a quorum, or by a sole remaining director, and any
director so chosen shall hold office until the next election of the class for
which he was chosen and until his successor is elected and qualified or until
his earlier resignation, removal or death.

     5.06  A regular meeting of the Board shall be held immediately following
each annual meeting of stockholders and no notice to the directors of such
meeting shall be necessary in order legally to constitute the meeting, provided
a quorum shall be present.  In the event such meeting is not held immediately
following the annual meeting of stockholders, the meeting may be held at such
time and place as shall be stated in a notice as hereinafter provided for such
meetings of the Board, or as shall be specified in a written waiver signed by
all the directors.

     5.07  Other regular meetings of the Board shall be held at such place or
places, on such date or dates and at such time or times as shall have been
established by the Board.   A notice of each regular meeting shall not be
required.

                                       4
<PAGE>

     5.08  Special meetings of the Board may be called by the Chairman of the
Board, the President or a majority of the members of the Board then in office,
and shall be held at such place on such date and at such time as he or they
shall fix.  Notice of the place, date and time of each special meeting shall be
given as provided in Section 6.01 to each director not less than three days
before the meeting.  Unless otherwise indicated in the notice thereof, any and
all business may be transacted at a special meeting.

     5.09  A majority of the directors then in office shall constitute a quorum
for the transaction of business by the Board.  If a quorum is present, the act
of a majority of the directors present at any meeting shall be the act of the
Board, except as may be otherwise provided by these bylaws or required by law.
If a quorum shall not be present at any meeting of the Board, the directors
present may adjourn the meeting from time to time without notice other than
announcement at the meeting until a quorum shall be present.

     5.10  At each meeting of the Board, the Chairman of the Board or, in his
absence, the President, shall preside.  The Secretary or, in his absence, any
person designated by the chairman of the meeting, shall act as secretary of such
meeting and keep the minutes thereof.

     5.11  Any action required or permitted to be taken at any meeting of the
Board or of any committee thereof, may be taken without a meeting if a written
consent thereto is signed by all members of the Board or of such committee as
the case may be, and such written consent is filed with the minutes of
proceedings of the Board or committee.

     5.12  The Board may by resolution passed by a majority of the whole Board,
designate one or more committees including an executive committee, each
committee to consist of two or more of the directors of the corporation, which
to the extent provided in the resolution shall have and may exercise all of the
delegable powers of the Board in the management of the business and affairs of
the corporation, and may authorize the seal of the corporation to be affixed to
all papers which may require it.  Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board.

     5.13  Each committee may determine the procedural rules for meeting and
conducting its business, and shall act in accordance therewith except as
otherwise required by law.

     5.14  The directors may be paid their expenses, if any, of attendance at
each meeting of the Board, and may be paid a fixed sum for attendance at each
meeting of the Board and/or a stated salary as director.  No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.  Members of committees of the Board may be
allowed compensation as fixed by the Board from time to time.

     5.15  Any member of the Board 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, and participation in such meeting shall
constitute presence in person at such meeting.

                                       5
<PAGE>

                                    NOTICES
                                    -------

     6.01  Whenever notice is required to be given to any stockholder, director,
officer, or agent, such notice may be, but need not be, personal notice.  Such
notice may be effectively given by depositing a writing in a post office or
letter box, in a postpaid, sealed wrapper, or by dispatching a prepaid telegram
or cable, addressed to such stockholder, director, officer or agent at his or
her address as the same appears on the books of the corporation.  The time when
such notice is dispatched shall be the time of the giving of the notice.

     6.02  A written waiver of any notice, signed by a stockholder, director,
officer, or agent, whether before or after the time of the event for which such
notice is to be given, shall be deemed equivalent to the notice required to be
given to such stockholder, director, officer, or agent.  Neither the business
nor the purpose of any meeting need be specified in such a waiver.


                                   OFFICERS
                                   --------

     7.01  The officers of the corporation shall be a Chairman of the Board, a
President, such number of Vice Presidents as the Board shall determine, a
Treasurer, a Secretary, a Controller, and such Assistant Treasurers and
Assistant Secretaries and other officers as shall be elected by the Board.  One
person may hold more than one office.

     7.02  Officers of the corporation, and agents appointed by the Board, shall
hold their offices and positions for such terms as shall be determined by the
Board, and may be removed at any time by the Board.  Vacancies occurring in any
office or position at any time may be filled by the Board.

     7.03  All officers and agents elected or appointed by the Board shall have
such authority and perform such duties in the conduct and management of the
corporation as may be delegated by the Board or provided in these bylaws.

     7.04  Officers and agents appointed by the Board shall receive such
compensation as may be determined by the Board.

     7.05  The Chairman of the Board shall preside at all meetings of the
stockholders and of the Board, and shall have and perform such other duties as
may be assigned to him from time to time by the Board.  In the event of the
absence or disability of the President, the Chairman of the Board shall perform
the duties and exercise the power of the President until otherwise directed by
the Board.

     7.06  The President shall be the chief executive officer of the corporation
and shall have general authority over its business and affairs, subject to the
direction of the Board.  He may sign, with the Secretary or any other proper
officer of the corporation thereunto authorized by the Board, certificates for
shares of the corporation, and any deeds, mortgages, bonds, contracts, or other
instruments which the Board has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by the Board or
by these bylaws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed

                                       6
<PAGE>

or executed, and in general he shall perform such other duties as are incident
to his office or as from time to time may be prescribed by the Board. In the
event of the absence or disability of the Chairman of the Board, the President
shall perform the duties and exercise the powers of the Chairman of the Board.

     7.07  Each Vice President shall perform the duties and exercise the powers
in the management and operations of the corporation as are customary and
incident to the office held or as may be assigned from time to time by the
President or Board.

     7.08  The Secretary shall attend all sessions of the Board and all meetings
of the stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose.  He shall give or cause to be given notice of
all meetings of the stockholders and of the Board and shall perform such other
duties as maybe prescribed by the President or Board.  He shall keep in safe
custody the seal of the corporation and affix the same to any instrument
requiring it, and when so affixed it may be attested by his signature or by the
signature of an Assistant Secretary.  The Secretary may delegate any of his
duties, powers, and authorities to one or more Assistant Secretaries, unless
such delegation be disapproved by the Board.

     7.09  The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board.  He shall
render to the President and directors, whenever they  may require it, an account
of his transactions as Treasurer.  The Treasurer may delegate any of his duties,
powers, and authorities to one or more Assistant Treasurers, unless such
delegations be disapproved by the Board.

     7.10  The Controller shall receive and give or cause to be given receipts
and acquittances for moneys paid to the corporation and shall pay out of the
funds on hand all just debts of the corporation of whatever nature.  He shall
enter or cause to be entered in the books of the corporation to be kept for that
purpose full and accurate accounts of all moneys received and paid on account of
the corporation.  He shall prepare monthly statements of profit and loss and a
monthly balance sheet reflecting the conditions of the business for the
President and the Board.  Whenever required by the President or directors he
shall render a statement of the corporation's cash accounts.  He shall keep or
cause to be kept such other books as will show a true record of the expenses,
losses, gains, assets and liabilities of the corporation.  He shall be
responsible for the preparation of any and all local, city, county, state or
federal tax returns including real estate and personal property taxes, income
taxes, sales and/or use taxes, which may be required by local ordinance or by
the laws of the several states, or by the federal government.  He shall, in
general, do all things necessary to carry out the accounting procedures
established for the corporation by the President or the Board or as may be
required by law.

     7.11  The Assistant Secretaries shall perform the duties and exercise the
powers and authorities of the Secretary in case of his absence or disability.
The Assistant Treasurers may perform the duties and exercise the powers and
authorities of the Treasurer in case of his absence or disability.  The
Assistant Secretaries and Assistant Treasurers shall also perform such duties as
may be delegated to them by the Secretary and Treasurer, respectively, and also
such duties as the Chairman of the Board or the Board shall prescribe.

                                       7
<PAGE>

     7.12  The Board may require any officer, employee or agent to give bond for
the faithful discharge of his duty and for the protection of the corporation, in
such sum and with such surety or sureties as the Board may deem advisable.


                         CHECKS AND OTHER INSTRUMENTS
                         ----------------------------

     8.01  The Board shall designate the officers, employees and agents of the
corporation who shall have power to execute and deliver deeds, contracts,
mortgages, bonds, debentures, checks, drafts and other orders for the payment of
money and other documents for and in the name of the corporation, and may
authorize such officers, employees and agents to delegate such power (including
authority to redelegate) by written instrument to other officers, employees or
agents of the corporation.  Such designation may be by resolution or otherwise,
and the authority granted may be general or confined to specific instances, all
as the Board may determine.

     8.02  The Board shall designate the officers of the corporation who shall
have authority to appoint from time to time an agent or agents of the
corporation to exercise in the name and on behalf of the corporation the powers
and rights which the corporation may have as the holder of the stock or other
securities or interests in any other corporation or business entity and to vote
or consent in respect of such stock, securities or interests.  Such designated
officers may instruct the person or persons so appointed as to the manner of
exercising such powers and rights; and such designated officers may execute or
cause to be executed in the name and on behalf of the corporation and under its
corporate seal, or otherwise, such written proxies, powers of attorney or other
instruments as they may deem necessary or proper in order that the corporation
may exercise such powers and rights.


                                  FISCAL YEAR
                                  -----------

     9.01  The fiscal year of the corporation shall begin on the 1/st/ day of
May and end on the 30/th/ day of April in each year.


                               BOOKS AND RECORDS
                               -----------------

     10.01 The proper officers, employees and agents of the corporation shall
keep and maintain such books, records and accounts of the business and affairs
of the corporation as the Board shall deem advisable and as shall be required by
the laws of the State of Delaware.

     10.02 Each director, each member of any committee designated by the Board,
and each officer of the corporation shall, in the performance of his duties, be
fully protected in relying in good faith upon the books of account or other
records of the corporation including reports made to the corporation by any of
its officers, by an independent certified public accountant, or by an appraiser
selected with reasonable care.

                                       8
<PAGE>

     10.03  The directors and officers of the corporation shall prepare and
distribute or cause to be prepared and distributed to the stockholders of the
corporation such annual and other statements of the accounts, operations and
properties of the corporation as they shall deem advisable and as shall be
required by law.


                                INDEMNIFICATION
                                ---------------

     11.01  Each person who is or was a director or officer of the corporation,
and each person who serves or served at the request of the corporation as a
director or officer of another enterprise, shall be indemnified by the
corporation in accordance with, and to the fullest extent authorized by, the
provisions of the General Corporation Law of Delaware, as it may be in effect
from time to time.


                           CONTRACTS WITH DIRECTORS
                           ------------------------

     12.01  In the absence of fraud, no contract or other transaction between
the corporation and any other corporation shall be affected or invalidated by
the fact that any one or more of the directors of this corporation is or are
interested  in or is a director or officer, or are directors or officers of such
other corporation, and any director or directors individually, or jointly, may
be a party or parties, or may be interested in any contracts or transaction of
this corporation or in which this corporation is interested; and in the absence
of fraud, no contract, act or transaction of this corporation with any person or
persons, firm or corporation, shall be affected or invalidated by the fact that
any director or directors of this corporation is a party or are parties to or
interested in such contract, act or transaction, or in any way connected with
such person or persons, firm or corporation, and, in the absence of fraud, each
and every person who may become a director of this corporation is hereby
relieved from any liability that might otherwise exist from thus contracting
with the corporation for the benefit of himself or any firm, association or
corporation in which he may be in anywise interested.


                                   AMENDMENT
                                   ---------

     13.01  These bylaws may be altered, amended or repealed at any meeting of
the Board provided notice of the proposed action shall have been contained in
the notice of meeting, or by unanimous consent, subject to the power of the
stockholders to alter or repeal any bylaw made by the Board.

                                       9
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<PERIOD-TYPE>                   6-MOS
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<PERIOD-START>                             MAY-01-2000
<PERIOD-END>                               OCT-30-2000
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