EXHIBIT 3.4

                                     BYLAWS

                                       of

                          Cooper-Standard Holdings Inc.

                        (hereinafter, the "Corporation")

                                    ARTICLE I

                                     OFFICES

          Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, 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 Meeting of Stockholders shall
be held on such date, time and place as shall be fixed by the Board of Directors
and stated in the notice of the meeting, at which meeting the stockholders shall
elect a Board of Directors by a plurality vote, and transact such other business
as may properly be brought before the meeting.

          Section 3. Special Meetings. Special Meetings of Stockholders, for any
purpose or purposes, may be called by the President, Secretary or Treasurer, and
shall be called by any such officer at the request in writing of a majority of
the Board of Directors or requested in writing by the holders of not less than
25% of the capital stock of the Corporation. Such request shall state the
purpose or purposes of the proposed meeting.

          Section 4. Notice of Meetings. Except as otherwise provided by law,
written notice of an Annual Meeting or Special Meeting stating the place, date,
and time of the meeting and in the case of a Special Meeting, the purpose or
purposes for which the meeting is called, 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.



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          Section 5. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, at any meeting of stockholders, the holders of
record, present in person or by proxy, of a majority of the capital stock issued
and outstanding and entitled to vote thereat shall constitute a quorum for the
transaction of business. In the absence of a quorum, the stockholders entitled
to vote thereat, present in person or represented by proxy, or any officer
entitled to preside at or to act as secretary of the meeting shall have the
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.

          Section 6. Voting. Except as otherwise provided by law, any matters
submitted to any meeting of stockholders shall be decided by vote of the holders
of record, present in person or by proxy, of a majority of the Corporation's
issued and outstanding capital stock entitled to vote therein. Such votes may be
cast in person or by proxy, but no proxy shall be voted on or after three years
from its date, unless such proxy provides for a longer period.

          Section 7. Action by Consent. Any action required to be taken at any
annual or special meeting of stockholders, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing 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.

                                   ARTICLE III

                                    DIRECTORS

          Section 1. Number and Election of Directors. The number of directors
that shall constitute the Board of Directors shall be not less than one nor more
than fifteen. The initial directors shall be determined by resolution of the
sole incorporator of the Corporation or the Board of Directors, as the case may
be. Thereafter, within the limits specified above, the number of directors shall
be determined by the Board of Directors or by the stockholders. 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 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.

          Section 2. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority vote of all directors then in office, or by a sole remaining
director, although less than a quorum, 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. Committees. The Board of Directors may designate one or
more committees, which committees shall, to the extent provided in the
resolution of the Board of



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Directors establishing such a committee, have all authority and may exercise all
the powers of the Board of Directors in the management of the business and
affairs of the Corporation to the extent lawful under the Delaware General
Corporation Law.

          Section 4. 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 bylaws
directed or required to be exercised or done by the stockholders.

          Section 5. 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 shall be held at such times
and places as may from time to time be fixed by the Board of Directors or as may
be specified in a notice of meeting. Special meetings of the Board of Directors
may be called at any time by the President and shall be called by the President
and Secretary if directed by any one director.

          Section 6. Quorum; Board Action. Except as may be otherwise
specifically provided by law, the Certificate of Incorporation or these bylaws,
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 entire Board of Directors 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 7. Committees. The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate one or more committees,
including, without limitation, an Executive Committee, to have and exercise such
power and authority as the Board of Directors shall specify. In the absence or
disqualification of a member of a 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 director to act as the
absent or disqualified member.

          Section 8. Actions of Board. Unless otherwise provided by the
Certificate of Incorporation or these bylaws, 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, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

          Section 9. Compensation. The Corporation shall reimburse the
reasonable expenses incurred by members of the Board of Directors in connection
with attendance at meetings of the Board of Directors and of any committee on
which such member serves; provided, that the foregoing shall not preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.



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          Section 10. Removal. Unless otherwise restricted by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.

          Section 11. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these bylaws, 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 12. Waivers of Notice. Whenever any notice is required by law,
the Certificate of Incorporation or these bylaws, to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.

          Section 13. Telephonic Meeting. Unless restricted by the certificate
of incorporation, any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of the Board of Directors or such
committee by means of conference telephone or other communications equipment by
means of which all persons participating in the meeting can hear each other.
Participation by such means shall constitute presence in person at a meeting.

                                   ARTICLE IV

                                    OFFICERS

          The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer and such other additional officers with such titles as
the Board of Directors shall determine, all of whom shall be chosen by and shall
serve at the pleasure of the Board of Directors. Such officers shall have the
usual powers and shall perform all the usual duties incident to their respective
offices. All officers shall be subject to the supervision and direction of the
Board of Directors. The authority, duties or responsibilities of any officer of
the Corporation may be suspended by the President with or without cause. Any
officer elected or appointed by the Board of Directors may be removed by the
Board of Directors with or without cause.



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                                    ARTICLE V

                               GENERAL PROVISIONS

          Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, 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. Fiscal Year. The fiscal year of the Corporation shall be
fixed by the Board of Directors.

          Section 3. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal" and "Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.

                                   ARTICLE VI

                                 INDEMNIFICATION

          Section 1. Power to Indemnify in Actions, Suits or Proceedings Other
than by or in the Right of the Corporation. Subject to Section 4 of this Article
VI, to the fullest extent permitted by the Delaware General Corporation Law, 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 (other than
an action by or in the right of the Corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, 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 in connection
with such action, suit or proceeding 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. 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 2. Power to Indemnify in Actions, Suits or Proceedings by or
in the Right of the Corporation. Subject to Section 4 of this Article VI, the
Corporation shall indemnify any



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person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit 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; except that 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 for gross negligence or
willful misconduct to the Corporation unless and only to the extent that 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 court shall deem proper.

          Section 3. Costs; Charges and Expenses. Notwithstanding the other
provisions of this Article VI, to the extent that a director, officer, employee
or agent of the Corporation has been successful on the merits or otherwise,
including without limitation, the dismissal of an action without prejudice, in
the defense of any action, suit or proceeding referred to in Sections 1 and 2
above, or in the defense of any claim, issue or matter therein, that person
shall be indemnified against all costs, charges and expenses (including
attorneys' fees) actually and reasonably incurred by that person or on that
person's behalf in connection therewith.

          Section 4. Authorization of Indemnification. Any indemnification under
this Article VI (unless ordered by a court) shall be made by the Corporation
unless a determination is made (i) 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 (ii) 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 (iii) by the stockholders, that indemnification of the
director, officer, employee or agent is not proper because that person has not
met the applicable standards of conduct set forth in Sections 1 and 2 above.

          Section 5. Good Faith Defined. For purposes of any determination under
this Article VI, a person shall be deemed to have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, or, with respect to any criminal action or proceeding, to have
had no reasonable cause to believe his conduct was unlawful, if his action is
based on the records or books of account of this Corporation or another
enterprise, or on information supplied to him by the officers of the Corporation
or another enterprise in the course of their duties, or on the advice of legal
counsel for the Corporation or another enterprise or on information or record
given or reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected with
reasonable care by the Corporation or another enterprise. The term "another
enterprise" as used in this Section 5 shall mean any other corporation or any
partnership, joint venture, trust or other enterprise of which such person is or
was serving at the request of the Corporation as a Director, officer, employee
or agent. The provisions of this Section 5 shall not be deemed to be exclusive
or to limit in any way the circumstances in which a person may be



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deemed to have met the applicable standard of conduct set forth in Sections 1
and 2 of this Article VI, as the case may be.

          Section 6. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 4 of this Article VI, and
notwithstanding the absence of any determination thereunder, any director,
officer, employee or agent may apply to any court of competent jurisdiction in
the State of Delaware for indemnification to the extent otherwise permissible
under Sections 1 and 2 of this Article VI. The basis of such indemnification by
a court shall be a determination by such court that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standards of conduct set forth in Sections 1 and 2 of
this Article VI, as the case may be. Notice of any application for
indemnification pursuant to this Section 6 shall be given to the Corporation
promptly upon the filing of such application.

          Section 7. Advance of Costs, Charges and Expenses. Costs, charges and
expenses (including attorneys' fees) incurred by a person referred to in
Sections 1 and 2 above in defending a civil or criminal action, suit or
proceeding (including investigations by any government agency and all costs,
charges and expenses incurred in preparing for any threatened action, suit or
proceeding) shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding; provided, however, that the payment of such
costs, charges and expenses incurred by a director or officer in that person's
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer) in
advance of the final disposition of such action, suit or proceeding shall be
made only upon receipt of an undertaking by or on behalf of the director or
officer to repay all amounts so advanced in the event that it shall ultimately
be determined as provided elsewhere in this Article VI that such director or
officer is not entitled to be indemnified by the Corporation as authorized in
this Article VI. No security shall be required for such undertaking and such
undertaking shall be accepted without reference to the recipient's financial
ability to make repayment. The repayment of such charges and expenses incurred
by other employees and agents of the Corporation which are paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as permitted by this Section 7 may be required upon such terms and
conditions, if any, as the Board of Directors deems appropriate. The Board of
Directors may, in the manner set forth above, and subject to the approval of
such director, officer, employee or agent of the Corporation, authorize the
Corporation's counsel to represent such person in any action, suit or
proceeding, whether or not the Corporation is party to such action, suit or
proceeding.

          Section 8. Procedure for Indemnification. Any indemnification under
Sections 1, 2 or 3 or advance of costs, charges and expenses under Section 7 of
this Article VI shall be made promptly, and in any event, within sixty (60)
days, upon the written request of the director, officer, employee or agent
directed to the Secretary of the Corporation. The right to indemnification or
advances granted in this Article VI shall be enforceable by the director,
officer, employee or agent in any court of competent jurisdiction if the
Corporation denies such request, in whole or part, or if no disposition thereof
is made within sixty (60) days. Such person's costs and expenses incurred in
connection with successfully establishing that person's right to indemnification
or advances, in whole or in part, in any such action shall also be indemnified
by the Corporation. It shall be a defense to any such action (other than an
action



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brought to enforce a claim for advance costs, charges and expenses under Section
7 of this Article VI 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 Sections 1 or 2 of this Article VI, but the burden of proving such
standard of conduct has not been met 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 such 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 Sections 1 and 2 of this Article VI, 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, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

          Section 9. Non-Exclusivity of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by or granted
pursuant to this Article VI shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, contract, vote of stockholders or disinterested
directors or pursuant to the direction (howsoever embodied) of any court of
competent jurisdiction or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, it being the
policy of the Corporation that indemnification of the persons specified in
Sections 1 and 2 of this Article VI shall be made to the fullest extent
permitted by law. The provisions of this Article VI shall not be deemed to
preclude the indemnification of any person who is not specified in Sections 1 or
2 of this Article VI but whom the Corporation has the power or obligation to
indemnify under the provisions of the Delaware General Corporation Law, or
otherwise.

          Section 10. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power or the obligation to
indemnify him against such liability under the provisions of this Article VI.

          Section 11. Meaning of "Corporation" for Purposes of Article VI. For
purposes of this Article VI, references to the "Corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had the power and authority
to indemnify its directors, officers, employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request for such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article VI with respect to the resulting
or surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.



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          Section 12. Survival of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this section shall, unless otherwise provided when authorized or ratified,
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.

                                   ARTICLE VII

                                   AMENDMENTS

          These bylaws may be altered, amended or repealed, in whole or in part,
or new bylaws may be adopted by the majority vote of the entire Board of
Directors.

          Entire Board of Directors. As used in this Article VII and in these
bylaws generally, the term "entire Board of Directors" means the total number of
the directors which the Corporation would have if there were no vacancies.