


<PAGE>

                                                                      Exhibit 3b

Amendments to the By-Laws

          RESOLVED, that Article II, Section 3 of the Corporation's By-laws be,
and it hereby is, amended and restated to read in its entirety as follows:

          "Section 3. Special Meetings. Unless otherwise prescribed by law or by
     the Certificate of Incorporation, special meetings of the stockholders, for
     any purpose or purposes, may be called at any time by the Board of
     Directors, the Chairman of the Board of Directors, the Chief Executive
     Officer, the President, or by a committee of the Board of Directors which
     has been duly designated by the Board of Directors and whose powers and
     authority, as provided in a resolution of the Board of Directors, include
     the power to call such meetings, but such special meetings may not be
     called by any other person or persons; provided, however, that if and to
     the extent that any special meeting of stockholders may be called by any
     other person or persons specified in any provisions of the Certificate of
     Incorporation or any amendment thereto, or any certificate filed under
     Section 151(g) of the Delaware General Corporation Law designating the
     number of shares of Preferred Stock to be issued and the rights,
     preferences, privileges and restrictions granted to and imposed on the
     holders of such designated Preferred Stock, as permitted by the Certificate
     of Incorporation, then such special meeting may also be called by the
     person or persons in the manner, at the times and for the purposes so
     specified. 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 to vote at such meeting."

          RESOLVED, that Article II, Section 6 of the Corporation's By-laws be,
and it hereby is, amended and restated, subject to stockholder approval of the
Amended and Restated Certificate of Incorporation, to read in its entirety as
follows:

          "Section 6. Action by Stockholders. Any action required or permitted
     to be taken by the holders of capital stock of the Corporation must be
     effected at a duly called annual or special meeting of holders of capital
     stock of the Corporation and no such action may be effected by any consent
     in writing by such holders."

                                       41
<PAGE>
<PAGE>

          RESOLVED, that Article III, Section 1 of the Corporation's By-laws be,
and it hereby is amended and restated, subject to stockholder approval of the
Amended and Restated Certificate of Incorporation, to read in its entirety as
follows:

          "Section 1. Number of Directors. The Board of Directors shall consist
     of not less than three nor more than fifteen members, the exact number of
     which shall initially be fixed by the Incorporator and thereafter from time
     to time by the Board of Directors."

          RESOLVED, that a new Section 2 of Article III be, and it hereby is,
added to the Corporation's By-laws, subject to stockholder approval of the
Amended and Restated Certificate of Incorporation, and such Article III, Section
2 shall read in its entirety as follows:

          "Section 2. ELECTION AND TERM OF OFFICE.

          (a) Except as provided in the Certificate of Incorporation and in
          paragraph (b) hereof, the Board of Directors shall be and is divided
          into three classes, Class I, Class II and Class III, as nearly equal
          in number of directors as possible, with the term of office of the
          directors of one class expiring each year. Each director shall serve
          for a term ending on the date of the third annual meeting following
          the annual meeting at which such director was elected; provided,
          however, that the directors first elected to Class I shall serve for
          the term ending on the date of the first annual meeting next following
          the end of the calendar year 1996, the directors first elected to
          Class II shall serve for a term ending on the date of the second
          annual meeting following the end of the calendar year 1996, and the
          directors first elected to Class III shall serve for a term ending on
          the date of the third annual meeting next following the end of the
          calendar year 1996. In the event of any change in the authorized
          number of directors, the Board of Directors shall apportion any newly
          created directorships to, or reduce the number of directorships in,
          such class or classes as shall, so far as possible, equalize the
          number of directors in each class. If, consistent with the rule that
          the three directorships in, such class or classes shall, so far as
          possible, equalize the number of directors in each class. If,
          consistent with the rule that the three classes shall be as nearly
          equal in number of directors as possible, any newly created
          directorship is to be allocated to one or more classes, the Board of
          Directors shall allocate such directors to the available class whose
          term of office is due to expire at the latest date following such
          allocation. Notwithstanding any of the foregoing, each director shall
          serve for a term continuing until the

                                      42
<PAGE>
<PAGE>

          annual meeting of the stockholders at which the term of the class to
          which he was elected expires and until his successor is elected and
          qualified or until his earlier death, resignation or removal.


               (b) Notwithstanding any of the provisions of the foregoing
          paragraph (a) or any provision of the Certificate of Incorporation,
          whenever the holders of any one or more classes or series of the
          Preferred Stock issued by the Corporation shall have the right, voting
          separately by class or series, to elect directors at an annual or
          special meeting of stockholders, the election, term of office, filling
          of vacancies, removal and other features of such directorships 
          shall be  governed  by  the  terms  of  the  Certificate  of
          Incorporation applicable thereto, and by the terms of any certificate
          filed pursuant to Section 151(g) of the General Corporation Law of
          Delaware designating the number of shares of the Preferred Stock to be
          issued and the powers, rights, preferences, privileges,
          qualifications, limitations and restrictions granted to an imposed on
          the holders of such designated Preferred Stock, and such directors so
          elected shall not be divided into classes pursuant to paragraph (a)
          unless expressly provided by such terms."

          RESOLVED, that Article III, Section 2 of the Corporation's By-laws be,
and it hereby is, renumbered to be Section 3 and amended and restated, to read
in its entirety as follows:

          "Section 3. Vacancies. Except as provided in the Certificate of
     Incorporation and in Article III, Section 2(b) hereof, any vacancies in the
     Board of Directors for any reason, and any newly created directorships
     resulting from any increase in the number of directors, shall be filled by
     the Board of Directors, acting by a majority of the directors then in
     office, even if less than a quorum; and any directors so chosen shall hold
     office until the next election of the class for which such directors shall
     have been chosen, and until their successors shall be elected and
     qualified."

          RESOLVED, that a new Section 4 to Article III be, and it hereby is,
added to the Corporation's By-laws, subject to stockholder approval of the
Amended and Restricted Certificate of Incorporation, and such Article III,
Section 4 shall read in its entirety as follows:

                                       43
<PAGE>
<PAGE>

          "Section 4. Removal. Except as provided in the Certificate of
     Incorporation and in Article III, Section 2(b) hereof, a director may be
     removed from office at any time, but only for cause, and only by the
     affirmative vote of the holders of a majority of the shares entitled to
     vote at an election of directors. No reduction in the number of directors
     shall have the effect of removing any director prior to the expiration of
     this term."


          RESOLVED, that Article III, Sections 3 through 10 of the Corporation's
By-laws are hereby renumbered to be Sections 5 through 12, respectively.

          RESOLVED, that the following sentence be added to the end of Article
IX, Section 1 of the Corporation's By-laws:

          "Notwithstanding the foregoing, the provisions set forth in Article
     II, Section 3, Article III, Section 3, and this Article IX, Section 1, 
     shall  not  be  amended  or  repealed,  nor  shall  any  other
     By-Law be adopted, amended or repealed which will have the effect of
     modifying or permitting the circumvention of such By-Laws, unless such
     adoption, amendment or repeal is approved by the affirmative vote of not
     less than 80% of the voting power of the Corporation or a majority of the
     Board of Directors."

                                       44
<PAGE>
<PAGE>


                                     BY-LAWS
                                       OF
                                 BHA GROUP, INC.
                     (hereinafter called the "Corporation")


                                    ARTICLE I
                                     OFFICES

          Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Dover, County of Kent, State of Delaware.

          Section 2. Other Offices. The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.

                                   ARTICLE II
                             MEETING OF STOCKHOLDERS

          Section 1. Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

          Section 2. Annual Meetings. The Annual Meetings of Stockholders shall
be held on such date and at such time as shall be designated from time to time
by the board of Directors 

                                       45
<PAGE>
<PAGE>

and stated in the notice of the meeting, at which meetings the stockholders
shall elect by a plurality vote a Board of Directors, and transact such other
business as may properly be brought before the 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.

          Section 3. Special Meetings. Unless otherwise prescribed by law or by
the Certificate of Incorporation, Special Meetings of Stockholders, for any
purpose or purposes, may be called by either (i) the Chairman, if there be one,
or (ii) the President, (iii) any Vice President, if there be one, (iv) the
Secretary, or (v) any Assistant Secretary, if there be one, and shall be called
by any such officer at the request in writing of a majority of the Board of
Directors or at the request in writing of stockholders owning a majority of the
capital stock of the Corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed 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.

          Section 4. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a 

                                       46
<PAGE>
<PAGE>

majority of the capital 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. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
presented or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder entitled to vote at the meeting.

          Section 5. Voting. Unless otherwise required by law, the Certificate
of Incorporation or these By-Laws, any question brought before any meeting of
stockholders shall be decided by the vote of the holders of a majority of the
stock represented and entitled to vote thereat. Each stockholder represented at
a meeting of shareholders shall be entitled to cast one vote for each share of
the capital stock entitled to vote thereat held by such stockholder. Such votes
may be cast in person or by proxy, but no proxy shall be voted on or after 


                                       47
<PAGE>
<PAGE>

three years from its date, unless such proxy provides for a longer period. The
Board of Directors, in its discretion, or the officer of the Corporation
presiding at a meeting of stockholders, in his discretion, may require that any
votes cast at such meeting shall be cast by written ballot.

          Section 6. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required or
permitted to be taken at any Annual or Special Meeting of Stockholders of the
Corporation, 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 7. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stock-


                                       48
<PAGE>
<PAGE>

holder. Such list shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a period of
at least ten days prior to the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder of the
Corporation who is present.

          Section 8. Stock Ledger. The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 7 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

                                   ARTICLE III
                                    DIRECTORS

          Section 1. Number and Election of Directors. The Board of Directors
shall consist of not less than three nor more than eight members, the exact
number of which shall initially be fixed by the Incorporator and thereafter from
time to time by the Board of Directors. Except as provided in Section 2 of this
Article, directors shall be elected by a plurality of the votes cast at Annual
Meetings of Stockholders, and each



                                       49
<PAGE>
<PAGE>

director so elected shall hold office until the next Annual Meeting and until
his successor is duly elected and qualified, or until his earlier resignation or
removal. Any director may resign at any time upon notice to the Corporation.
Directors need not be stockholders.

          Section 2. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified, or until their earlier resignation or removal.

          Section 3. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these By-Laws
directed or required to be exercised or done by the stockholders.

          Section 4. Meetings. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors



                                       50
<PAGE>
<PAGE>

may be called by the Chairman, if there be one, the President, or any one (1)
director. Notice thereof stating the place, date and hour of the meetings shall
be given to each director either by mail not less than forty-eight (48) hours
before the date of the meeting, by telephone or telegram on twenty-four (24)
hours' notice, or on such shorter notice as the person or persons calling such
meeting may deem necessary or appropriate in the circumstances.

          Section 5. Quorum. Except as may be otherwise specifically provided by
law, the Certificate of Incorporation or these By-Laws, at all meetings of the
Board of Directors, a majority of the entire Board of Directors shall constitute
a quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors. If a quorum shall not be present at any meeting of the
Board of Directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.

          Section 6. Actions of Board. Unless otherwise provided 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 of Directors or
committee, as the case may be, consent thereto in writing,


                                       51
<PAGE>
<PAGE>

and the writing or writings are filed with the minutes of proceedings of the
Board of Directors or committee.

          Section 7. Meetings by Means of Conference Telephone. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 7 shall constitute
presence in person at such meeting.

          Section 8. Committees. The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of


                                       52
<PAGE>
<PAGE>

any absent or disqualified member. Any committee, to the extent allowed by law
and provided in the resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation. Each committee shall
keep regular minutes and report to the Board of Directors when required.

          Section 9. Compensation. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors 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 special or standing committees may be allowed like reimbursement of expenses
for attending committee meetings.

          Section 10. Interested Directors. 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 its 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 of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes 

                                       53
<PAGE>
<PAGE>

are counted for such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or their committee, and the Board of
Directors or committee in good faith authorizes the contract or transaction by
the affirmative votes of a majority of the disinterested directors, even though
the disinterested directors be less than a quorum; or (ii) the material facts as
to his or their relationship or interest and as to the contract or transaction
are disclosed or are known to the shareholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
shareholders; or (iii) 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 shareholders. 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 which authorizes the contract or
transaction.

                                   ARTICLE IV
                                    OFFICERS

          Section 1. General. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a President, a Secretary and a Treasurer.
The Board of Directors, in its discretion, may also choose a Chairman of the
Board of Directors (who must be a director) and one or more Vice-



                                       54
<PAGE>
<PAGE>

Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any
number of offices may be held by the same person, unless otherwise prohibited by
law, the Certificate of Incorporation or these By-Laws. The officers of the
Corporation need not be stockholders of the Corporation nor, except in the case
of the Chairman of the Board of Directors, need such officers be directors of
the Corporation.

          Section 2. Election. The board of Directors at its first meeting held
after each Annual Meeting of Stockholders shall elect the officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors; and all officers of the Corporation shall hold office until
their successors are chosen and qualified, or until their earlier resignation or
removal. Any officer elected by the Board of Directors may be removed at any
time by the affirmative vote of a majority of the Board of Directors. Any
vacancy occurring in any office of the Corporation shall be filled by the Board
of Directors. The salaries of all officers of the Corporation shall be fixed by
the Board of Directors.

          Section 3. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the President or any Vice-


                                       55
<PAGE>
<PAGE>

President and any such officer may, in the name of and on behalf of the
Corporation, take all such action as any such officer may deem advisable to vote
in person or by proxy at any meeting of security holders of any corporation in
which the Corporation may own securities and at any such meeting shall possess
and may exercise any and all rights and power incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have exercised
and possessed if present. The Board of Directors may, by resolution, from time
to time confer like powers upon any other person or persons.

          Section 4. Chairman of the Board of Directors. The Chairman of the
Board of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors. Except where by law the signature of
the President is required, the Chairman of the board of Directors shall possess
the same power as the President to sign all contracts, certificates and other
instruments of the Corporation which may be authorized by the Board of
Directors. During the absence or disability of the President, the Chairman of
the board of Directors shall exercise all the powers and discharge all the
duties of the President. The Chairman of the Board of Directors shall also
perform such other duties and may exercise such other powers as from time to
time may be assigned to him by these By-Laws or by the Board of Directors.

          Section 5. President. The President shall, subject to the control of
the board of Directors and, if there be one,


                                       56
<PAGE>
<PAGE>

the Chairman of the Board of Directors, have general supervision of the business
of the Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. He shall execute all bonds, mortgages,
contracts and other instruments of the Corporation requiring a seal, under the
seal of the Corporation, except where required or permitted by law to be
otherwise signed and executed and except that the other officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the President. In the absence or disability of the
Chairman of the Board of Directors, or if there be none, the President shall
preside at all meetings of the stockholders and the Board of Directors. The
President shall also perform such other duties and may exercise such other
powers as from time to time may be assigned to him by these By-Laws or by the
Board of Directors.

          Section 6. Vice-Presidents. At the request of the President or in his
absence or in the event of his inability or refusal to act (and if there be no
Chairman of the Board of Directors), the Vice-President or the Vice-Presidents
if there is more than one (in the order designated by the Board of Directors)
shall perform the duties of the President, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the President. Each
Vice-President shall perform such other duties and have such other powers as the
Board of Directors from time to time may prescribe. If there


                                       57
<PAGE>
<PAGE>

be no Chairman of the Board of Directors and no Vice-President, the Board of
Directors shall designate the officer of the Corporation who, in the absence of
the President or in the event of the inability or refusal of the President to
act, shall perform the duties of the President, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the President.

          Section 7. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
secretary shall also perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. If the Secretary shall be unable
or shall refuse to cause to be given notice of all meetings of the stockholders
and special meetings of the Board of Directors, and if there be no Assistant
Secretary, then either the Board of Directors or the president may choose
another officer to cause such notice to be given. The Secretary shall have
custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or


                                       58
<PAGE>
<PAGE>

by the signature of any such Assistant Secretary. The Board of Directors may
give general authority to any other officer to affix the seal of the Corporation
and to attest the affixing by his signature. The Secretary shall see that all
books, reports, statements, certificates and other documents and records
required by law to be kept or filed are properly kept or filed, as the case may
be.

          Section 8. Treasurer. 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 of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, and account of
all his transactions as Treasurer and of the financial condition of the
corporation. If required by the Board of Directors, the Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and


                                       59
<PAGE>
<PAGE>

other property of whatever kind in his possession or under his control belonging
to the Corporation.

          Section 9. Assistant Secretaries. Except as may be otherwise provided
in these By-Laws, Assistant Secretaries, if there be any, shall perform such
duties and have such powers as from time to time may be assigned to them by the
Board of Directors, the President, any Vice-President, if there be one, or the
Secretary, and in the absence of the Secretary or in the event of his disability
or refusal to act, shall perform the duties of the Secretary, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the Secretary.

          Section 10. Assistant Treasurers. Assistant Treasurers, if there be
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the President, any Vice-President,
if there be one, or the Treasurer, and in the absence of the Treasurer or in the
event of his disability or refusal to act, shall perform the duties of the
Treasurer, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Treasurer. If required by the Board of Directors,
an  Assistant Treasurer shall give the Corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal

                                       60
<PAGE>
<PAGE>

from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.

          Section 11. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.

                                    ARTICLE V
                                      STOCK

          Section 1. Form of Certificates. Every holder of stock in the
corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the Chairman of the Board of Directors, the President or a
Vice-President and (ii) by 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.

          Section 2. Signatures. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed 


                                       61
<PAGE>
<PAGE>

upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer, transfer agent or registrar at
the date of issue.

          Section 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate 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, 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 his legal representative, to advertise the same in such manner
as the Board of Directors 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 4. Transfers. Stock of the Corporation shall be transferable
in the manner prescribed by law and in these By-Laws. Transfers of stock shall
be made on the books of the Corporation only by the person named in the
certificate or by his attorney lawfully constituted in writing and upon the

                                       62
<PAGE>
<PAGE>

surrender of the certificate therefor, which shall be canceled before a new
certificate shall be issued.

          Section 5. Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to express consent to corporate action
in writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) days nor less than ten
(10) days before the date of such meeting, nor more than sixty (60) days prior
to any other action. 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.

          Section 6. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments 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 of the part


                                       63
<PAGE>
<PAGE>

of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by law.

                                   ARTICLE VI
                                     NOTICES

          Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder, at his 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. Written notice may also be given
personally or by telegram, telex or cable.

          Section 2. Waivers of Notice. Whenever any notice is required by law,
the Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed, by
the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII
                               GENERAL PROVISIONS

          Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the 

                                       64
<PAGE>
<PAGE>

Certificate    of    Incorporation,   if  any,  may  be   declared
by  the Board of Directors  at any   regular   or   special  meeting,
and may be paid  in  cash,  in  property,  or in shares of the capital
stock. 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 Board of
Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

          Section 2. Disbursements. 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.

          Section 3. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

          Section 4. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                       65
<PAGE>
<PAGE>

                                  ARTICLE VIII
                    INDEMNIFICATION AND DIRECTORS' LIABILITY

          Section 1. Indemnification of Directors and Officers. The Corporation
shall be required, to the fullest extent authorized by Section 145 of the
General Corporation Law of the State of Delaware (the "GCL"), as the same may be
amended and supplemented, to indemnify any and all directors and officers of the
Corporation.

          Section 2. Limitation on Liability of Directors. The personal
liability of each of the directors of the Corporation shall be limited to the
fullest extent permitted by paragraph 7 of subsection (b) of Section 102 of the
GCL, as the same may be amended and supplemented.

                                   ARTICLE IX
                                   AMENDMENTS

          Section 1. These By-Laws may be altered, amended or repealed, in whole
or in part, or new By-Laws may be adopted by the stockholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such meeting of
stockholders or Board of Directors, as the case may be. All such amendments must
be approved by either the holders of a majority of the outstanding capital stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

                                       66
<PAGE>
<PAGE>

          Section 2. Entire Board of Directors. As used in this Article IX and
in these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies.

                                        STEPHEN E. KORPI
                                        SECRETARY
                                        9-10-86

                                       67

<PAGE>

