
<PAGE>
 
                                                                     EXHIBIT 4.d

BW/IP INTERNATIONAL, INC.
BYLAWS

                           BW/IP INTERNATIONAL, INC.
                           -------------------------

                                    BYLAWS
                                    ------
                                        
                    AS AMENDED AND RESTATED ON MAY 14, 1996

                                   ARTICLE I
                                   ---------

                                 STOCKHOLDERS
                                 ------------

     SECTION 1.01. ANNUAL MEETINGS. The annual meeting of the stockholders of
                   ----------------
the Corporation for the election of directors and for the transaction of such
other business as may properly come before such meeting shall be held at such
place, either within or without the State of Delaware, and at 10:00 a.m. local
time on the  last Tuesday in April  (or, if such day is a legal holiday, then on
the next succeeding business day), or at such other date and hour, as may be
fixed from time to time by resolution of the board of directors and set forth in
the notice or waiver of notice of the meeting.  [Sections 211(a), (b).]*

     SECTION 1.02. SPECIAL MEETINGS.  Special meetings of the stockholders may
                   -----------------                                          
be called at any time by the President or by the Secretary (or, in the event of
their absence or disability, by any Vice President), or by the board of
directors.  A special meeting shall be called by the President or by the
Secretary (or, in the event of their absence or disability, by any  Vice
President), immediately upon receipt of a written request therefor by
stockholders holding in the aggregate not less than a majority of the
outstanding shares of the Corporation at the time entitled to vote at any
meeting of the stockholders.  If such officers or the board of directors shall
fail to call such meeting within 20 days after receipt of such request, any
stockholder executing such request may call such meeting.  Such special meetings
of the stockholders shall be held at such places, within or without the State of
Delaware, as shall be specified in the respective notices or waivers of notice
thereof. [Section 211(d).]

     SECTION 1.03. NOTICE OF MEETINGS; WAIVER.  The Secretary shall cause
                   ---------------------------                           
written notice of the place, date and hour of each meeting of the stockholders,
and, in the case of a special meeting, the purpose or purposes for which such
meeting is called, to be given personally or by mail, not less than 10 nor more
than 60 days prior to the meeting, to each stockholder of record entitled to
vote at such meeting. If such notice is mailed, it shall be deemed to have been
given to a stockholder when deposited in the United States mail, postage
prepaid, directed to the stockholder at his address as it appears on the record
of stockholders of the Corporation, or, if he shall have filed with the
Secretary of the 

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Corporation a written request that notices to him be mailed to some other
address, then directed to him at such other address. Such further notice shall
be given as may be required by law.

     No notice of any meeting of stockholders need be given to any stockholder
who submits a signed waiver of notice, whether before or after the meeting.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders need be specified in a written waiver of
notice. The attendance of any stockholder at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting is
not lawfully called or convened. [Sections 222, 229.]

     SECTION 1.04.  QUORUM.  Except as otherwise required by law or by the
                    -------                                               
Certificate of Incorporation, the presence in person or by proxy of the holders
of record of a majority of the shares entitled to vote at a meeting of
stockholders shall constitute a quorum for the transaction of business at such
meeting.  [Section 216.]

     SECTION 1.05. VOTING. If, pursuant to Section 5.05 of these Bylaws, a
                   -------                                                 
record date has been fixed, every holder of record of shares entitled to vote at
a meeting of stockholders shall be entitled to one vote for each share
outstanding in his name on the books of the Corporation at the close of business
on such record date. If no record date has been fixed, then every holder of
record of shares entitled to vote at a meeting of stockholders shall be entitled
to one vote for each share of stock standing in his name on the books of the
Corporation at the close of business on the day next preceding the day on which
notice of the meeting is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held.  Except
as otherwise required by law or by the Certificate of Incorporation, the vote of
a majority of the shares represented in person or by proxy at any meeting at
which a quorum is present shall be sufficient for the transaction of any
business at such meeting. [Sections 212(a), 216.]

     SECTION 1.06. VOTING BY BALLOT. No vote of the stockholders need be taken
                   -----------------
by written ballot nor need any such vote be conducted by inspectors of election,
unless otherwise required by law. Any vote which need not be taken by ballot may
be conducted in any manner approved by the meeting.

     SECTION 1.07. ADJOURNMENT. If a quorum is not present at any meeting of the
                   ------------                                                 
stockholders, the stockholders present in person or by proxy shall have the
power to adjourn any such meeting from time to time until a quorum is present.
Notice of any adjourned meeting of the stockholders of the Corporation need not
be given if the place, date and hour thereof are announced at the meeting at
which the adjournment is taken; provided, however, that if the adjournment is
                                --------  -------                            
for more than 30 days, or, if after the adjournment a new record date for the
adjourned meeting is fixed pursuant to Section 

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5.05 of these Bylaws, a notice of the adjourned meeting, conforming to the
requirements of Section 1.03 of these Bylaws, shall be given to each stockholder
of record entitled to vote at such meeting. At any adjourned meeting at which a
quorum is present, any business may be transacted on the original date of the
meeting. [Section 222(c).]

     SECTION 1.08. PROXIES.  Any stockholder entitled to vote at any meeting
                   --------
of the stockholders or to express consent to or dissent from corporate action in
writing without a meeting may, by a written instrument signed by such
stockholder or his attorney-in-fact and filed with the Secretary, authorize
another person or persons to vote at any such meeting and express such consent
or dissent for him by proxy.  No such proxy shall be voted or acted upon after
the expiration of three years from the date of such proxy, unless such  proxy
provides for a longer period.   Every proxy shall be revocable at the pleasure
of the stockholder executing it, except in those cases where applicable law
provides that a proxy shall be irrevocable. A stockholder may revoke any proxy
which is not irrevocable by attending the meeting and voting in person or by
filing an instrument in writing revoking the proxy or by filing another duly
executed proxy bearing a later date with the Secretary. [Section 212(b), (c).]

     SECTION 1.09. ORGANIZATION; PROCEDURE. At every meeting of stock- holders
                   ------------------------                                   
the presiding officer shall be the Chairman or such other officer as is
designated by the board of directors, or in the event of such designated
officer's  absence or disability, the President, or in the event of his absence
or disability, any Vice President or, in the event of their absence or
disability, a presiding officer chosen by a majority of the stockholders present
in person or by proxy. The Secretary, or in the event of his absence or
disability, the Assistant Secretary, if any, or if there be no Assistant
Secretary, in the absence of the Secretary, an appointee of the presiding
officer, shall act as Secretary of the meeting. The order of business and all
other matters of procedure at every meeting of stockholders may be determined by
such presiding officer.

     SECTION 1.10.  CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.   To the fullest
                    -------------------------------------------                 
extent permitted by law, whenever the vote of stockholders at a meeting thereof
is required or permitted to be taken for or in connection with any corporate
action, such action may be taken without a meeting, without prior notice and
without a vote of stockholders, if 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 shall consent in writing to such corporate action being taken.
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
so consented in writing. [Section 228.]

                                  ARTICLE II
                                  ----------

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

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     SECTION 2.01. GENERAL POWERS. Except as may otherwise be provided by law,
                   ---------------
by the Certificate of Incorporation or by these Bylaws, the property, affairs
and business of the Corporation shall be managed by or under the direction of
the board of directors, and the board of directors may exercise all the powers
of the Corporation. [Section 141(a).]

     SECTION 2.02.  NUMBER AND TERM OF OFFICE. The number of directors
                    -------------------------                         
constituting the entire board of directors shall be nine, which number may be
modified from time to time by resolution of the board of directors, but in no
event shall the number of directors be less than one. Each director (whenever
elected) shall hold office until his successor has been duly elected and
qualified, or until his earlier death, resignation or removal. [Section 141(b).]

     SECTION 2.03.  ELECTION OF DIRECTORS.  Except as otherwise provided in
                    ----------------------                                 
Sections 2.12 and 2.13 of these Bylaws, the directors shall be elected at each
annual meeting of the stockholders.  If the annual meeting for the election of
directors is not held on the date designated therefor, the directors shall cause
the meeting to be held as soon thereafter as convenient.  At each meeting of the
stockholders for the election of directors, provided a quorum is present, the
directors shall be elected by a plurality of the votes validly cast in such
election. [Sections 211(b), (c), 216.]

     SECTION 2.04.  ANNUAL AND REGULAR MEETINGS.  The annual meeting of the
                    ----------------------------                           
board of directors for the purpose of electing officers and for the transaction
of such other business as may come before the meeting shall be held as soon as
possible following adjournment of the annual meeting of the stockholders at the
place of such annual meeting of the stockholders.

     Notice of such annual meeting of the board of directors need not be given.
The board of directors from time to time may by resolution provide for the
holding of regular meetings and fix the place (which may be within or without
the State of Delaware) and the date and hour of such meetings.  Notice of
regular meetings need not be given; provided, however, that if the board of
                                    --------  -------                      
directors shall fix or change the time or place of any regular meeting, notice
of such action shall be mailed promptly, or sent by telegram, radio or cable, to
each director who shall not have been present at the meeting at which such
action was taken, addressed to him at his usual place of business, or shall be
delivered to him personally. Notice of such action need not be given to any
director who attends the first regular meeting after such action is taken
without protesting the lack of notice to him, prior to or at the commencement of
such meeting, or to any director who submits a signed waiver of notice, whether
before or after such meeting.  [Section 141(g).]

     SECTION 2.05.  SPECIAL MEETINGS; NOTICE. Special meetings of the board of
                    -------------------------                                 
directors shall be held whenever called by the Chairman or by the Secretary, or
in the event of their absence or disability, by the President or any Vice
President, at such place 

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(within or without the State of Delaware), date and hour as may be specified in
the respective notices or waivers of notice of such meetings. Special meetings
of the board of directors may be called on 24 hours' notice, if notice is given
to each director personally or by telephone, facsimile transmission or telegram,
or on five days' notice, if notice is mailed to each director, addressed to him
at his usual place of business. Notice of any special meeting need not be given
to any director who attends such meeting without protesting the lack of notice
to him, prior to or at the commencement of such meeting, or to any director who
submits a signed waiver of notice, whether before or after such meeting, and any
business may be transacted thereat. [Sections 141(g), 229.]

     SECTION 2.06. QUORUM; VOTING. At all meetings of the board of directors,
                   ---------------                                           
the presence of a majority of the total authorized number of directors shall
constitute a quorum for the transaction of business.  Except as otherwise
required by law, the vote of a majority of the directors present at any meeting
at which a quorum is present shall be the act of the board of directors.
[Section 141(b).]

     SECTION  2.07. ADJOURNMENT. A majority of the directors present, whether or
                    ------------                                                
not a quorum is present, may adjourn any meeting of the board of directors to
another time or place.  No notice need be given of any adjourned meeting unless
the time and place of the adjourned meeting are not announced at the time of
adjournment, in which case notice conforming to the requirements of Section 2.05
of these Bylaws shall be given to each director.

     SECTION 2.08. ACTION WITHOUT A MEETING. Any action required or permitted
                   ------------------------                                   
to be taken at any meeting of the board of directors may be taken without a
meeting if all members of the board of directors consent thereto in writing, and
such writing or writings are filed with the minutes of proceedings of the board
of directors.  [Section 141(f).]

     SECTION 2.09. REGULATIONS; MANNER OF ACTING. To the extent consistent with
                   ------------------------------                              
applicable law, the Certificate of Incorporation and these Bylaws, the board of
directors may adopt such rules and regulations for the conduct of meetings of
the board of directors and for the management of the property, affairs and
business of the Corporation as the board of directors may deem appropriate.  The
directors shall act only as a board, and the individual directors shall have no
power as such.

     SECTION 2.10. ACTION BY TELEPHONIC COMMUNICATIONS. Members of the board of
                   ------------------------------------                        
directors may participate in a meeting of the board of directors 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 a
meeting pursuant to this provision shall constitute presence in person at such
meeting. [Section 141(i).]

     SECTION 2.11. RESIGNATIONS. Any director may resign at any time by
                   -------------                                         
delivering a written notice of resignation, signed by such director, to the
Chairman or the Secretary.

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Unless otherwise specified therein, such resignation shall take effect upon
delivery. [Section 141(b).]

     SECTION 2.12. REMOVAL OF DIRECTORS. Any director may  be removed at any
                   ---------------------                                     
time, either for or without cause, upon the affirmative vote of the holders of a
majority of the outstanding shares of stock of the Corporation entitled to vote
for the election of such director, given at a special meeting of stockholders
called for the purpose or by consent as contemplated by Section 1.10 of these
Bylaws.  Any vacancy in the board of directors caused by any such removal may be
filled at such meeting or by such consent by the stockholders entitled to vote
for the election of the director so removed.  If such stockholders do not fill
such vacancy at such meeting (or in the written instrument effecting such
removal, if such removal was effected by consent without a meeting), such
vacancy may be filled in the manner provided in Section 2.13 of these Bylaws.
[Section 141(b).]

     SECTION 2.13. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. If any vacancies
                   ------------------------------------------                 
shall occur in the board of directors, by reason of death, resignation, removal
or otherwise, or if the authorized number of directors shall be increased, the
directors then in office shall continue to act.    Such vacancies and newly
created directorships may only be filled by a majority of the directors then in
office, although less than a quorum.  [Section 223.]

     SECTION 2.14. COMPENSATION. The amount, if any, which each Director shall
                   -------------                                              
be entitled to receive as compensation for his services as such shall be fixed
from time to time by resolution of the board of directors. [Section 141(h).]

     SECTION 2.15. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each director,
                   -----------------------------------------                
each member of a committee designated by the board of directors, and each
officer of the Corporation shall, in the performance of his or her duties, be
fully protected in relying in good faith upon the records of the Corporation and
upon such information, opinions, reports or statements presented to the
Corporation by any of the Corporation's officers or employees, or committees or
the board of directors, or by any other person as to matters the directors,
committee member or officer believes are within such other person's professional
or expert competence and who has been selected with reasonable care by or on
behalf of the Corporation.  [Section 141(e).]


                                  ARTICLE III
                                  -----------

                   EXECUTIVE COMMITTEE AND OTHER  COMMITTEES
                   -----------------------------------------

     SECTION 3.01. HOW CONSTITUTED. The board of directors may, by resolution
                   ----------------
adopted by a majority of the whole board, designate one or more Committees,
including an 

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Executive Committee, an Audit and Finance Committee and a Compensation, and
Benefits and Organization Committee, each such Committee to consist of such
number of directors as from time to time may be fixed by the board of directors.
The board of directors may designate one or more directors as alternate members
of any such Committee, who may replace any absent or disqualified member or
members at any meeting of such Committee. Thereafter, members (and alternate
members, if any) of each such Committee may be designated at the annual meeting
of the board of directors. Any such Committee may be abolished or re-designated
from time to time by the board of directors. Each member (and each alternate
member) of any such Committee (whether designated at an annual meeting of the
board of directors or to fill a vacancy or otherwise) shall hold office until
his successor shall have been designated or until he shall cease to be a
director, or until his earlier death, resignation or removal. The Executive
Committee, the Audit and Finance Committee and the Compensation, and
Benefits and Organization Committee shall have, and any such other
Committee may be granted by the board of directors, power to authorize the seal
of the Corporation to be affixed to any or all papers which may require it.
[Section 141(c).]

     SECTION 3.02.  POWERS.
                    -------

     SECTION 3.02.1  EXECUTIVE COMMITTEE.  During the intervals between the
                     --------------------                                  
meetings of the board of directors, the Executive Committee, except as otherwise
provided in this Section 3.02.1, shall have and may exercise all the powers and
authority of the board of directors in the management of the property, affairs
and business of the Corporation, including the power to declare dividends, to
authorize the issuance of stock and to adopt a certificate of ownership and
merger. Each such other Committee, except as otherwise provided in this Section
3.02.1, shall have and may exercise such powers of the board of directors as may
be provided in these Bylaws or by resolution or resolutions of the board of
directors. Neither the Executive Committee nor any such other Committee shall
have the power or authority:

     (a)  to amend the Certificate of Incorporation (except to the extent
          permitted by the Delaware General Corporation Law),

     (b)  to adopt an agreement of merger or consolidation,

     (c)  to recommend to the stockholders the sale, lease or exchange of all or
          substantially all of the Corporation's property and assets,

     (d)  to recommend to the stockholders a dissolution of the Corporation or a
          revocation of a dissolution, or

     (e)  to amend these Bylaws.

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     SECTION 3.02.2.  AUDIT AND FINANCE COMMITTEE. The Audit and Finance
                      ----------------------------
Committee shall have and may exercise the power to review and approve the scope
and results of the Corporation's outside audit, and the fees therefor, review,
consider and act upon all matters concerning auditing and accounting matters and
the selection of outside auditors. Except for the powers otherwise assigned
to the Executive Committee or the Compensation, Benefits and Organization
Committee, or as otherwise provided by the Board of Directors of the
Corporation, the Audit and Finance Committee shall have and may exercise the
powers, authority and responsibilities of the Board of Directors for the
determination of the financial policies of the Corporation and the management of
the financial affairs of the Corporation.

     SECTION 3.02.3. COMPENSATION, BENEFITS AND ORGANIZATION COMMITTEE.
                     --------------------------------------------------
The Compensation, and Benefits and Organization Committee shall have and may
exercise the power to review, consider and act upon matters of salary and other
compensation and benefits of all officers and other employees of the
Corporation, as well as act upon all matters concerning benefits and retirement
or pension plans, and exercise such authority as is delegated to it under the
provisions of, any benefit, retirement or pension plan. The Compensation,
Benefits and Organization Committee shall also have the power and authority to
review and make recommendations to the Board of Directors concerning matters of
officer and other executive succession and development, and the recruitment and
recommendation for nomination of candidates for director of the Corporation.

     SECTION 3.03.  PROCEEDINGS. Each such Committee may fix its own rules of
                    ------------                                             
procedure and may meet at such place (within or without the State of Delaware),
at such time and upon such notice, if any, as it shall determine from time to
time.  Each such Committee shall keep minutes of its proceedings and shall
report such proceedings to the board of directors at the meeting of the board of
directors next following any such proceedings.

     SECTION 3.04.  QUORUM AND MANNER OF ACTING. Except as may be otherwise
                    ----------------------------                           
provided in the resolution creating such Committee, at all meetings of any
Committee the presence of members (or alternate members) constituting a majority
of the total authorized membership of such Committee shall constitute a quorum
for the transaction of business.  The act of the majority of the members present
at any meeting at which a quorum is present shall be the act of such Committee.
Any action required or permitted to be taken at any meeting of any such
Committee may be taken without a meeting, if all members of such Committee shall
consent to such action in writing and such writing or writings are filed with
the minutes of the proceedings of the Committee. The members of any such
Committee shall act only as a Committee, and the individual members of such
Committee shall have no power as such. [Section 141(c).]

     SECTION 3.05. ACTION BY TELEPHONIC COMMUNICATIONS.  Members of any
                   ------------------------------------                
Committee designated by the board of directors may participate in a meeting of
such 

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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 a meeting pursuant to this provision shall constitute
presence in person at such meeting. [Section 141(i).]

     SECTION 3.06.  ABSENT OR DISQUALIFIED MEMBERS.   In the absence or
                    -------------------------------                    
disqualification of a member of any Committee, 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 any such absent or disqualified
member.  [Section 141(c).]

     SECTION 3.07.  RESIGNATIONS.  Any member (and any alternate member) of any
                    -------------                                              
Committee may resign at any time by delivering a written notice of resignation,
signed by such member, to the Chairman or the Secretary.  Unless otherwise
specified therein, such resignation shall take effect upon delivery. [Section
141(b).]

     SECTION 3.08.  REMOVAL.  Any member (and any alternate member) of any
                    --------                                              
Committee may be removed at any time, either for or without cause, by resolution
adopted by majority of the whole board of directors.

     SECTION 3.09.  VACANCIES.  If any vacancy shall occur in any Committee, by
                    ----------                                                
reason of disqualification, death, resignation, removal or otherwise, the
remaining members (and any alternate members) shall continue to act, and any
such vacancy may be filled by the board of directors.


                                  ARTICLE IV
                                  ----------

                                   OFFICERS
                                   --------

     SECTION 4.01.  NUMBER.  The officers of the Corporation shall be chosen by
                    -------                                                    
the board of directors and shall be a Chairman, a President, one or more Vice
Presidents and a Secretary.  The board of directors also may elect a Chief
Financial Officer, a Treasurer and one or more Assistant Secretaries and
Assistant Treasurers in such numbers as the board of directors may determine.
Any number of offices may be held by the same person.  No officer need be a
director of the Corporation. [Section 142(a), b).]

     SECTION 4.02.  ELECTION.  Unless otherwise determined by the board of
                    --------                                             
directors, the officers of the Corporation shall be elected by the board of
directors at the annual meeting of the board of directors, and shall be elected
to hold office until the next succeeding annual meeting of the board of
directors.  In the event of the failure to elect officers at such annual
meeting, officers may be elected at any regular or special meeting 

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of the board of directors. Each officer shall hold office until his successor
has been elected and qualified, or until his earlier death, resignation or
removal. [Section 142(b).]

     SECTION 4.03.  SALARIES.  The salaries of all officers and agents of the
                    ---------                                                
Corporation shall be fixed by the Compensation, and Benefits and Organization
Committee or, in the absence of such a Committee, by the board of directors.

     SECTION 4.04.  REMOVAL AND RESIGNATION; VACANCIES.  Any officer may be
                    -----------------------------------                    
removed for or without cause at any time by the board of directors. Any officer
may resign at any time by delivering a written notice of resignation, signed by
such officer, to the board of directors, the Chairman or the Secretary. Unless
otherwise specified therein, such resignation shall take effect upon delivery.
Any vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise, shall be filled by the board of directors. [Section
142(b), (e).]



                                  ARTICLE  V
                                  ----------

                                 CAPITAL STOCK
                                 -------------

     SECTION  5.01. CERTIFICATES OF STOCK.  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, the President or a Vice President or by the
Secretary certifying the number of shares owned by him in the Corporation.  Such
certificate shall be in such form as the board of directors may determine, to
the extent consistent with applicable law, the Certificate of Incorporation and
these Bylaws. [Section 158.]

     SECTION  5.02. SIGNATURES; FACSIMILE.  All of such signatures on the
                    ----------------------                              
certificate may be a facsimile, engraved or printed, to the extent permitted by
law. 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 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 158.]

     SECTION 5.03. LOST, STOLEN OR DESTROYED CERTIFICATES.  The board of
                   ---------------------------------------              
directors may direct that a new certificate be issued in place of any
certificate previously issued by the Corporation alleged to have been lost,
stolen or destroyed, upon delivery to the board of directors of an affidavit of
the owner or owners of such certificate, setting forth such allegation.  The
board of directors may require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to give the Corporation a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, 

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theft or destruction of any such certificate or the issuance of any such new
certificate. [Section 167.]

     SECTION 5.04.  TRANSFER OF STOCK.  Upon surrender to the Corporation or the
                    ------------------                                          
transfer agent of the Corporation of a certificate for shares, duly endorsed or
accompanied by appropriate evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Subject to the provisions of the Certificate of Incorporation and these Bylaws,
the board of directors may prescribe such additional rules and regulations as it
may deem appropriate relating to the issue, transfer and registration of shares
of the Corporation.

     SECTION 5.05. RECORD DATE.  In order to 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 60 nor less than 10 days before the date of such meeting, nor
more than 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 213
(a), (c).]

     SECTION 5.06.  REGISTERED STOCKHOLDERS. Prior to due surrender of a
                    ------------------------                            
certificate for registration of transfer, the Corporation may treat the
registered owner as the person exclusively entitled to receive dividends and
other distributions, to vote, to receive notice and otherwise to exercise all
the rights and powers of the owner of the shares represented by such
certificate, and the Corporation shall not be bound to recognize any equitable
or legal claim to or interest in such shares on the part of any other person,
whether or not the Corporation shall have notice of such claim or interests.
Whenever any transfer of shares shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the
certificates are presented to the Corporation for transfer, both the transferor
and transferee request the Corporation to do so. [Section 159.]

     SECTION 5.07.  TRANSFER AGENT AND REGISTRAR. The board of directors may
                    -----------------------------                           
appoint one or more transfer agents and one or more registrars, and may require
all certificates representing shares to bear the signature of any such transfer
agents or registrars.

                                   ARTICLE VI
                                   ----------

                                       11
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                                INDEMNIFICATION
                                ---------------

     SECTION 6.01.  NATURE OF INDEMNITY.  The Corporation shall indemnify any
                    --------------------
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was or has agreed to become a director or officer of the Corporation, or is or
was serving or has agreed to serve at the request of the Corporation as a
director or officer, of another corporation, partnership, joint venture, trust
or other enterprise, or by reason of any action alleged to have been taken or
omitted  in such capacity, and may indemnify any person who was or is a party or
is threatened to be made a party to such an action, suit or proceeding by reason
of the fact that he is or was or has agreed to become an employee or agent of
the Corporation, or is or was serving or has agreed to serve at the request of
the Corporation as an employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or on his behalf in connection with such action, suit or
proceeding and any appeal therefrom, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding had no
reasonable cause to believe his conduct was unlawful; except that in the case of
an action or suit by or in the right of the Corporation to procure a judgment in
its favor (1) such indemnification shall be limited to expenses (including
           -                                                              
attorneys' fees) actually and reasonably incurred by such person in the defense
or settlement of such action or suit, and (2) no indemnification shall be made
                                           -                                  
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper.

     The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
                                          ---- ----------                   
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he  reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
 
     SECTION 6.02.  SUCCESSFUL DEFENSE.  To the extent that a director, officer,
                    -------------------                                         
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
6.01 of these Bylaws or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses 

                                       12
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BW/IP INTERNATIONAL, INC.
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(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

     SECTION 6.03.  DETERMINATION THAT INDEMNIFICATION IS PROPER. Any
                    ---------------------------------------------    
indemnification of a director or officer of the Corporation under Section 6.01
of these Bylaws (unless ordered by a court) shall be made by the Corporation
unless a determination is made that indemnification of the Director or officer
is not proper in the circumstances because he has not met the applicable
standard of conduct set forth in Section 6.01 of these Bylaws.  Any
indemnification of an employee or agent of the Corporation under Section 6.01 of
these Bylaws (unless ordered by a court) may be made by the Corporation upon a
determination that indemnification of the employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Section 6.01 of these Bylaws. Any such determination shall be made (1) by the
                                                                    -        
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such a quorum is
                                                         -                     
not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
                                                                -        
stockholders.

     SECTION  6.04. ADVANCE PAYMENT OF EXPENSES.  Expenses incurred by a
                    ----------------------------                        
director or officer in defending a civil or criminal action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized in
this Article. Such expenses incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors deems
appropriate. The board of directors may authorize the Corporation's counsel to
represent such director, officer, employee or agent in any action, suit or
proceeding, whether or not the Corporation is a party to such action, suit or
proceeding.

     SECTION 6.05. PROCEDURE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS. Any
                   --------------------------------------------------------    
indemnification of a director or officer of the Corporation under Sections 6.01
and 6.02 of these Bylaws, or advance of costs, charges and expenses to a
director or officer under Section 6.04 of these Bylaws, shall be made promptly,
and in any event within 30 days, upon the written request of the director or
officer.  If a determination by the Corporation that the director or officer is
entitled to indemnification pursuant to this Article is required, and the
Corporation fails to respond within 60 days to a written request for indemnity,
the Corporation shall be deemed to have approved such request.  If the
Corporation denies a written request for indemnity or advancement of expenses,
in whole or in part, or if payment in full pursuant to such request is not made
within 30 days, the right to indemnification or advances as granted by this
Article shall be enforceable by the director or officer in any court of
competent jurisdiction. Such person's costs and expenses incurred in connection
with successfully establishing his right to indemnification, in whole or in
part, in any such action shall also be indemnified by the Corporation. It 

                                       13
<PAGE>
 
BW/IP INTERNATIONAL, INC.
BYLAWS


shall be a defense to any such action (other than an action brought to enforce a
claim for the advance of costs, charges and expenses under Section 6.04 of these
Bylaws where the required undertaking, if any, has been received by the
Corporation) that the claimant has not met the standard of conduct set forth in
Section 6.01 of these Bylaws, but the burden of proving such defense shall be on
the Corporation. Neither the failure of the Corporation (including its board of
directors, its independent legal counsel, and its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in Section 6.01 of these Bylaws, nor the fact that
there has been an actual determination by the Corporation (including its board
of directors, its independent legal counsel, and its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

     SECTION 6.06. SURVIVAL; PRESERVATION OF OTHER RIGHTS.  The foregoing
                   ---------------------------------------               
indemnification provisions shall be deemed to be a contract between the
Corporation and each director, officer, employee and agent who serves in any
such capacity at any time while these provisions as well as the relevant
provisions of the Delaware Corporation Law are in effect and any repeal or
modification thereof shall not affect any right or obligation then existing with
respect to any state of facts then or previously existing or any action, suit,
or proceeding previously or thereafter brought or threatened based in whole or
in part upon any such state of facts. Such a "contract right" may not be
modified retroactively without the consent of such director, officer, employee
or agent.

     The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

     SECTION 6.07. INSURANCE.  The Corporation shall purchase and maintain
                   ----------                                             
insurance on behalf of any person who is or was or has agreed to become a
Director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him or on his behalf in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article;
                                                                          
provided that such insurance is available on acceptable terms, which
--------                                                            
determination shall be made by a vote of a majority of the entire board of
directors.

     SECTION 6.08.  SEVERABILITY.  If this Article or any portion hereof shall
                    -------------                                            
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation 

                                       14
<PAGE>
 
BW/IP INTERNATIONAL, INC.
BYLAWS


shall nevertheless indemnify each director or officer and may indemnify each
employee or agent of the Corporation as to costs, charges and expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, including an action by or in the right of the
Corporation, to the fullest extent permitted by any applicable portion of this
Article that shall not have been invalidated and to the fullest extent permitted
by applicable law.

     SECTION 6.09.  DEFINITION.  For purposes of this Article, the term
                    -----------                                        
"Corporation" shall include constituent corporations referred to in Subsection
(h) of Section 145 of the General Corporation Law of the State of Delaware (or
any similar provision of applicable law at the time in effect).



                                  ARTICLE VII
                                  -----------
                                        
                                    OFFICES
                                    -------

     SECTION 7.01.  REGISTERED OFFICE. The registered office of the
                    ------------------                              
Corporation in the State of Delaware shall be located at 30 The Green in the
City of Dover, County of Kent.

     SECTION 7.02.  OTHER OFFICES. The Corporation may maintain offices or
                    --------------                                        
places of business at such other locations within or without the State of
Delaware as the board of directors may from time to time determine or as the
business of the Corporation may require.


                                 ARTICLE VIII
                                 ------------

                              GENERAL PROVISIONS
                              ------------------

     SECTION 8.01.  DIVIDENDS. Subject to any applicable provisions of law
                    ----------
and the Certificate of Incorporation, dividends upon the shares of the
Corporation may be declared by the board of directors at any regular or special
meeting of the board of directors and any such dividend may be paid in cash,
property, or shares of the Corporation.  [Section 173.]

     SECTION 8.02.  RESERVES. 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, thinks 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 such other purpose as the
board of directors shall think conducive 

                                       15
<PAGE>
 
BW/IP INTERNATIONAL, INC.
BYLAWS


to the interest of the Corporation, and the board of directors may similarly
modify or abolish any such reserve. [Section 171.]

     SECTION 8.03.  EXECUTION OF INSTRUMENTS. The Chairman, the President, any
                    -------------------------                                 
Vice President or the Secretary may enter into any contract or execute and
deliver any instrument in the name and on behalf of the Corporation. The board
of directors, the Chairman or the President may authorize any other officer or
agent to enter into any contract or execute and deliver any instrument in the
name and on behalf of the Corporation. Any such authorization may be general or
limited to specific contracts or instruments.

     SECTION 8.04.  CORPORATE INDEBTEDNESS.   No loan shall be contracted on
                    -----------------------                                 
behalf of the Corporation, and no evidence of indebtedness shall be issued in
its name, unless authorized by the board of directors, the Chairman, the
President, the Chief Financial Officer or the Treasurer. Such authorization may
be general or confined to specific instances. Loans so authorized may be
effected at any time for the Corporation from any bank, trust company or other
institution, or from any firm, corporation or individual. All bonds, debentures,
notes and other obligations or evidences of indebtedness of the Corporation
issued for such loans shall be made, executed and delivered as the board of
directors, the Chairman, the President, the Chief Financial Officer or the
Treasurer shall authorize. When so authorized by the board of directors, the
Chairman, the President, the Chief Financial Officer or the Treasurer, any part
of or all the properties, including contract rights, assets, business or
goodwill of the Corporation, whether then owned or thereafter acquired, may be
mortgaged, pledged, hypothecated or conveyed or assigned in trust as security
for the payment of such bonds, debentures, notes and other obligations or
evidences of indebtedness of the Corporation, and of the interest thereon, by
instruments executed and delivered in the name of the Corporation.

     SECTION 8.05.  DEPOSITS. Any funds of the Corporation may be deposited from
                    --------                                                    
time to time in such banks, trust companies or other depositories as may be
determined by the board of directors, the Chairman, the President, the Chief
Financial Officer or the Treasurer, or by such officers or agents as may be
authorized by the board of directors or the President to make such
determination.

     SECTION 8.06.  CHECKS. All checks or demands for money and notes of the
                    ------                                                  
Corporation shall be signed by such officer or officers or such agent or agents
of the Corporation, and in such manner, as the board of directors or the
President from time to time may determine.

     SECTION 8.07.  SALE, TRANSFER, ETC. OF SECURITIES. To the extent authorized
                    ----------------------------------- 
by the board of directors or the Chairman, the President, any Vice President or
the Secretary or any other officers designated by the board of directors or the
President may sell, transfer, endorse, and assign any shares of stock, bonds or
other securities owned by or held in
                                       16
<PAGE>
 
BW/IP INTERNATIONAL, INC.
BYLAWS


the name of the Corporation, and may make, execute and deliver in the name of
the Corporation, under its corporate seal, any instruments that may be
appropriate to effect any such sale, transfer, endorsement or assignment.

     SECTION 8.08.  VOTING AS STOCKHOLDER.  Unless otherwise determined by
                    ----------------------                                
resolution of the board of directors, the Chairman, the President, any Vice
President or the Secretary shall have full power and authority on behalf of the
Corporation to attend any meeting of stockholders of any corporation in which
the Corporation may hold stock, and to act, vote (or execute proxies to vote)
and exercise in person or by proxy all other rights, powers and privileges
incident to the ownership of such stock. Such officers acting on behalf of the
Corporation shall have full power and authority to execute any instrument
expressing consent to or dissent from any action of any such corporation without
a meeting.  The board of directors  may  by resolution from time to time confer
such power and authority upon any other person or persons.

     SECTION 8.09.  FISCAL YEAR.  The fiscal year of  the Corporation shall
                    ------------                                           
commence on the first day of January of each  year (except for the Corporation's
first fiscal year which shall commence on the date of incorporation) and shall
terminate in each case on December 31.

     SECTION 8.10.  SEAL.  The seal of the Corporation shall be circular in form
                    ----                                                        
and shall contain the name of the Corporation, the year of its incorporation and
the words "Corporate Seal" and "Delaware".  The form of such seal shall be
subject to alteration by  the board of directors.  The seal may be used by
causing it or a facsimile thereof to be impressed, affixed or reproduced, or may
be used in any other lawful manner.

     SECTION  8.11.  BOOKS AND RECORDS; INSPECTION.   Except to the extent
                     ------------------------------                       
otherwise required by law, the books and records of the Corporation shall be
kept at such place or places within or without the State of Delaware as may be
determined from time to time by the board of directors.



                                  ARTICLE IX
                                  ----------
                                        
                              AMENDMENT OF BYLAWS
                              -------------------
                                        

     In furtherance and not in limitation of the powers conferred upon it by
law, the board of directors is expressly authorized to adopt, repeal, alter or
amend the Bylaws of the Corporation by the vote of a majority of the entire
board of directors.  Bylaws adopted, repealed, altered or amended by the board
of directors may be altered, amended or repealed, and new Bylaws may be adopted,
by the affirmative vote of a majority of the 

                                       17
<PAGE>
 
BW/IP INTERNATIONAL, INC.
BYLAWS


shares, represented in person or by proxy and entitled to vote on such matter,
at any annual or special meeting of the stockholders at which a quorum is
present.


                                    *  *  *

                                       18
