EXHIBIT 3(b)


                                     BY-LAWS
                                       OF
                            ILLINOIS TOOL WORKS INC.

                                    ARTICLE I

                                     Offices

SECTION 1.  Registered  Office.  The  registered  office shall be in the City of
Wilmington, County of New Castle, State of Delaware.

SECTION 2. Other  Offices.  The  corporation  may also have  offices in Chicago,
Illinois, and offices at such other places as the Board of Directors or officers
may from time to time determine.

                                   ARTICLE II

                                  Stockholders

SECTION 1. Annual Meeting.  The annual meeting of the  stockholders  shall be in
the month of April or May of each year. The place,  date and time of the meeting
shall  be fixed by the  Board of  Directors  and  stated  in the  notice  of the
meeting.

SECTION 2. Special Meetings.  Special meetings of the stockholders may be called
by the chairman or by a majority of the Board of Directors.

SECTION 3. Place of Meeting.  The Board of Directors  may  designate  any place,
either  within or without  Delaware,  as the place of meeting for any meeting of
the  stockholders  (annual or special)  called by the Board of  Directors.  If a
special meeting is otherwise  called,  the place of meeting shall be in Chicago,
Illinois as designated in the notice.

SECTION 4. Notice of Meetings.  Written or printed notice stating the place, day
and hour of the meeting shall be delivered  either  personally or by mail, by or
at the  direction  of the  chairman  or  persons  calling  the  meeting  to each
stockholder of record entitled to vote at such meeting.  If mailed,  such notice
shall be deemed to be delivered  when  deposited in the United States mails in a
sealed envelope addressed to the stockholder at his address as it appears on the
records of the corporation, with postage thereon prepaid.

SECTION 5. Voting of Shares by Certain Holders.  Shares of stock standing in the
name of another corporation,  domestic or foreign, may be voted by such officer,
agent or proxy as the  by-laws of such  corporation  may  prescribe,  or, in the
absence of such  provision,  as the Board of Directors of such  corporation  may
determine.

Shares of stock  standing  in the name of a deceased  person may be voted by his
administrator or executor,  either in person or by proxy.  Persons holding stock
in a fiduciary  capacity  shall be entitled to vote the shares so held.  Persons
whose stock is pledged shall be entitled to vote,  unless in the transfer by the
pledgor on the books of the  corporation he has expressly  empowered the pledgee
to vote  thereon,  in which case only the pledgee,  or his proxy,  may represent
such stock and vote thereon.

Shares  of  stock  standing  in the  name of a  receiver  may be  voted  by such
receiver,  and shares of stock held by or under the control of a receiver may be
voted by such receiver  without the transfer  thereof into his name if authority
so to do be  contained  in an  appropriate  order of the  court  by  which  such
receiver was appointed.

SECTION 6. Fixing of Record Date. Unless any statute requires otherwise, for the
purpose of determining (a) stockholders  entitled to notice of or to vote at any
meeting of stockholders,  or (b) stockholders entitled to receive payment of any
dividend,  or (c) stockholders,  with respect to any lawful action, the Board of
Directors  may  fix  in  advance  a  date  as  the  record  date  for  any  such
determination of  stockholders,  such date in any case to be not more than sixty
days and, in case of a meeting of  stockholders,  not less than ten days.  If no
record date is fixed: (1) the record date for determining  stockholders entitled
to notice of or to vote at a meeting  of  stockholders  shall be at the close of
business  on the day next  preceding  the day on which  notice is given,  or, if
notice is waived,  at the close of business on the day next preceding the day on
which the meeting is held; (2) the record date for determining  stockholders for
any  other  purpose  shall be at the close of  business  on the day on which the
Board of Directors adopts the resolution  relating  thereto.  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 7. Quorum. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat,  present in person or represented by proxy,  shall
constitute a quorum at all meetings of the  stockholders  for the transaction of
business  except  as  otherwise  provided  by  statute,  by the  Certificate  of
Incorporation or by these by-laws. 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  until a quorum  shall be  present  or
represented.  No notice other than an  announcement at the meeting need be given
unless the  adjournment  is for more than thirty days or a new record date is to
be fixed for the adjourned meeting.  At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified.

When a quorum is present at any  meeting,  the vote of the holders of a majority
of the stock having voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one upon
which  by  express   provision  of  the  statutes  or  of  the   Certificate  of
Incorporation  or of these  by-laws,  a different vote is required in which case
such express provision shall govern and control the decision of such question.

SECTION 8. Proxies.  At all meetings of stockholders,  a stockholder may vote by
proxy  executed  in  writing  by  the  stockholder  or by  his  duly  authorized
attorney-in-fact.   Such  proxy  shall  be  filed  with  the  secretary  of  the
corporation  before or at the time of the meeting.  Proxies  shall be valid only
with respect to the meeting or meetings and any adjournment  thereof,  for which
they are given.

SECTION 9. Voting.  Each  stockholder  shall have one vote in person or by proxy
for each share of stock having voting power  registered in his name on the books
of the corporation at the record date.

SECTION 10. Stockholder  Nominations for Directors.  Any stockholder entitled to
vote in the election of directors  may nominate one or more persons for election
as directors,  provided written notice of such stockholder's nomination has been
received  by the  Secretary  of the  Company  not  later  than (i) the  close of
business on the last  business  day of December  prior to the annual  meeting of
stockholders  in April or May,  or (ii) the close of  business  on the tenth day
following the date on which notice of a special meeting of stockholders is first
given to stockholders for an election of directors to be held at such meeting.

Such  notice  must  contain:  (a) the name and  address of the  stockholder  who
intends to make the nomination;  (b) the name, age, and business and residential
addresses  of each  person to be  nominated;  (c) the  principal  occupation  or
employment  of each  nominee;  (d) the number of shares of capital  stock of the
corporation beneficially owned by each nominee; (e) a statement that the nominee
is  willing  to be  nominated  and  serve  as a  director;  and (f)  such  other
information  regarding  each  nominee as would be  required  to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had the Board of Directors nominated such nominee.

Nothing in this Section shall  preclude the Board of Directors or the Nominating
Committee  either from making  nominations for the election of directors or from
excluding  the person  nominated  by a  stockholder  from the slate of directors
presented to the meeting.

SECTION 11. Election of Directors.  Directors shall be elected by a plurality of
the votes of the shares  present in person or  represented by proxy at a meeting
of stockholders and entitled to voted on the election of directors.

                                   ARTICLE III

                                    Directors

SECTION 1. General Powers.  The business and affairs of the corporation shall be
managed by its Board of Directors.

SECTION 2.  Number,  Tenure and  Qualifications.  The number of Directors of the
corporation  is established at ten. Each Director shall hold office for the term
for which such  Director is elected or until a successor  shall have been chosen
and shall have qualified or until such  Director's  earlier death,  resignation,
retirement, disqualification or removal.

SECTION 3. Regular Meeting. A regular meeting of the Board of Directors shall be
held without other notice than this by-law,  immediately  after, and at the same
place as,  the  annual  meeting  of  stockholders.  The Board of  Directors  may
provide,  by resolution,  the time and place, either within or without Delaware,
for the holding of additional  regular  meetings  without other notice than such
resolution.

SECTION 4. Special  Meetings.  Special meetings of the Board of Directors may be
called by or at the request of the chairman or any two directors.  The person or
persons  authorized  to call special  meetings of the Board of Directors may fix
any place,  either  within or without  Delaware,  as the place for  holding  any
special meeting of the Board of Directors called by them.

SECTION 5.  Notice.  Notice of any special  meeting  shall be given at least two
days  previously  thereto by written  notice  delivered  personally,  by mail or
telegram,  to each Director at his business  address or at such other address as
he shall have previously  requested in writing.  If mailed, such notice shall be
deemed to be delivered two days after being deposited in the United States mails
in a sealed envelope so addressed,  with postage thereon  prepaid.  If notice is
given by telegram, such notice shall be deemed to be delivered when the telegram
is delivered to the telegraph company. Neither the business to be transacted at,
nor the  purpose of, any  regular or special  meeting of the Board of  Directors
need be  specified  in the  notice or waiver of notice of such  meeting,  unless
otherwise required by law.

SECTION 6.  Quorum.  A majority of the Board of  Directors  shall  constitute  a
quorum for the transaction of business at any meeting of the Board of Directors,
provided  that if less than a  majority  of the  Directors  are  present at said
meeting,  a majority of the Directors  present may adjourn the meeting from time
to time without further notice. The act of the majority of the Directors present
at a  meeting  at which a quorum  is  present  shall be the act of the  Board of
Directors   unless  a  greater   number  is  required  by  the   Certificate  of
Incorporation or these by-laws.

SECTION 7.  Interested  Directors.  Except as may  otherwise  be provided in the
Certificate of Incorporation, 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 or committee thereof which authorizes the contract or transaction,  or
solely because his or their votes are counted for such purpose, if:

(a)  The  material  facts  as to  his  relationship  or  interest  and as to the
     contract  or  transaction  are  disclosed  or are  known  to the  Board  of
     Directors  or the  committee,  and the  Board or  committee  in good  faith
     authorizes  the  contract  or  transaction  by the  affirmative  votes of a
     majority of the  disinterested  Directors,  even  though the  disinterested
     Directors be less than a quorum; or

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

(c)  The contract or transaction is fair as to the corporation as of the time it
     is authorized, approved or ratified, by the Board of Directors, a committee
     thereof, or the stockholders.

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.

SECTION 8.  Vacancies.  If vacancies  occur in the Board of Directors  caused by
death, resignation,  retirement,  disqualification or removal from office of any
Director or Directors or otherwise, or if any new Directorship is created by any
increase in the authorized number of Directors, a majority of the Directors then
in office,  though less than a quorum, may choose a successor or successors,  or
fill the newly  created  Directorship  and the  Directors  so chosen  shall hold
office until the next annual  election of Directors  and until their  successors
shall be duly elected and qualified, unless sooner displaced.

SECTION 9.  Committees.  The Board of Directors  may, by resolution  passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the Directors of the corporation.

(a)  The Board may designate one or more  directors as alternate  members of any
     committee,  who may  replace  any  absent or  disqualified  member,  at any
     meeting of the committee. 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 member of the Board of Directors to act at
     the meeting in the place of any such  absent or  disqualified  member.  Any
     such  committee,  to the extent  provided in the resolution of the Board of
     Directors,  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, and may authorize the seal of the corporation to be affixed to
     all papers which may require it; but no such committee shall have the power
     or authority in reference  to amending the  certificate  of  incorporation,
     adopting  an  agreement  of merger or  consolidation,  recommending  to the
     stockholders the sale, lease or exchange of all or substantially all of the
     corporation's  property  and assets,  recommending  to the  stockholders  a
     dissolution  of  the  corporation  or a  revocation  of a  dissolution,  or
     amending the by-laws of the corporation;  and, unless the resolution or the
     certificate of incorporation  expressly so provide, no such committee shall
     have the power or  authority  to declare a  dividend  or to  authorize  the
     issuance of stock.  Such  committee or  committees  shall have such name or
     names as may be determined  from time to time by resolution  adopted by the
     Board of  Directors.  Each  committee  shall  keep  regular  minutes of its
     meetings and report the same to the Board of Directors when required.

(b)  Executive  Committee. The Board of Directors,  by resolution adopted
     by a majority of the whole Board,  may designate  two or more  Directors to
     constitute an Executive  Committee and one or more  Directors as alternates
     thereof.  Subject to the  limitations  provided  in these  by-laws and such
     further  limitation  as might be required by law or by the  Certificate  of
     Incorporation  or by  further  resolution  of the Board of  Directors,  the
     Executive  Committee may, during intervals between meetings of the Board of
     Directors,  exercise the powers of the Board of Directors in the management
     of the business and affairs of the corporation (including the corporation's
     dealings with its foreign subsidiaries,  affiliates, and licensees) and may
     authorize the seal of the corporation to be affixed to all papers which may
     require  it. The  Committee  shall not be  empowered  to take  action  with
     respect to: issuing bonds,  debentures;  increasing or reducing the capital
     of the corporation;  authorizing  commitments and expenditures in excess of
     the total  amount or amounts  provided in the capital  budgets  approved or
     otherwise authorized by the Board of Directors; borrowing of monies, except
     within  limits  expressly  approved  by the  Board of  Directors;  electing
     officers;  fixing the  compensation  of  officers;  establishment  of stock
     option  plans,  profit  sharing or  similar  types of  compensation  plans,
     filling vacancies or newly-created directorships on the Board of Directors;
     removing  officers or directors  of the  corporation;  dissolution,  or any
     other action specifically  reserved to the Board of Directors including all
     matters requiring the approval of stockholders. The Committee may also from
     time to time  formulate  and  recommend to the Board for  approval  general
     policies   regarding   management  of  the  business  and  affairs  of  the
     corporation. The designation of the Committee and the delegation thereto of
     authority shall not operate to relieve the Board of Directors or any member
     thereof of any  responsibility  imposed upon it or him by operation of law.
     The secretary of the corporation (or in his absence a person  designated by
     the  Executive  Committee)  shall act as  secretary  at all meetings of the
     Executive Committee. A majority of the Committee,  from time to time, shall
     constitute  a  quorum  for the  transaction  of  business  and the act of a
     majority of the Directors present at a meeting in which a quorum is present
     shall  be  the  act of the  Committee,  provided  that  in the  absence  or
     disqualification  of any  member of the  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.  Regular  meetings of the Committee may be
     held  without  notice at such times and at such places as shall be fixed by
     resolution adopted by a majority of the Committee.  Special meetings may be
     called by any member of the Committee on  twenty-four  hours' prior written
     or telegraphic notice.

(c)  Compensation  Committee.  The  Board  of  Directors,  by  resolution
     adopted by a majority of the whole Board,  may  designate not less than two
     Directors to constitute a Compensation  Committee and one or more directors
     as  alternate  members  thereof,  none of whom  shall be  employees  of the
     corporation.  In the  absence  or  disqualification  of any  member  of the
     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,
     provided that the majority of the Committee, as then constituted, shall not
     be employees of the corporation.  The  Compensation  Committee shall review
     and determine from time to time the salaries and other  compensation of all
     elected  officers  of the  corporation  and  shall  submit  to the Board of
     Directors  such  reports  in such  form  and at such  time as the  Board of
     Directors may request.

(d)  Audit  Committee. The Board of Directors, by resolution adopted by a
     majority of the whole Board,  may designate three or more Directors who are
     not employees of the  corporation to constitute an Audit  Committee and one
     or more  Directors  who are not employees of the  corporation  as alternate
     members thereof. The Board of Directors shall adopt a charter setting forth
     the duties of the Audit Committee.  Among other things, the Committee shall
     review  the  selection  and   qualifications  of  the  independent   public
     accountants employed from time to time to audit the financial statements of
     the corporation  and the scope and adequacy of their audits.  The Committee
     shall  also  consider  recommendations  made  by  such  independent  public
     accountants.  The  Committee  may also  make such  review  of the  internal
     financial  audits of the  corporation  as it considers  desirable and shall
     report to the Board any additions or changes which it deems  advisable.  In
     the absence or disqualification of any member of the 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  who is not an  employee  of the
     corporation  to act at the  meeting  in the  place  of any such  absent  or
     disqualified member.

(e)  Employee Benefits  Committee. The Board of Directors,  by resolution
     adopted by a majority of the whole Board,  may designate  three (3) or more
     individuals,  any or all of  whom  may  be  non-director  employees  of the
     Company, to constitute an Employee Benefits Committee.  The Committee shall
     select, retain or remove the investment managers, advisors, consultants and
     persons  otherwise  employed by the Company as named  fiduciaries under the
     Company's  employee  benefit  plans,  which  actions it shall report to the
     Board of  Directors.  The  Committee  shall review the  performance  of the
     trustee or trustees,  investment  managers,  advisors and consultants under
     said plans with respect to the  investment  of plan assets.  The  Committee
     shall be  responsible  for the  administration  of the  Company's  employee
     benefit  plans and, in  fulfilling  that  responsibility,  may  delegate to
     others,  whether Company  employees or otherwise,  specific  assignments in
     administering the plans.

(f)  Corporate   Governance  and  Nominating   Committee.  The  Board  of
     Directors, by resolution adopted by a majority vote of the whole Board, may
     designate two or more  Directors to constitute a Corporate  Governance  and
     Nominating  Committee.  This Committee shall  recommend  criteria for Board
     membership,   establish  procedures  for  the  receipt  and  evaluation  of
     suggestions of candidates, and make recommendations to the Board concerning
     nominees for Board  membership.  The  Committee  may recommend to the Board
     policies and procedures  relating to corporate  governance and monitor such
     policies and  procedures  when  established.  The  Committee  may also make
     recommendations to the Board concerning the number of Directors to serve on
     the Board and may establish  standards for evaluation of the performance of
     the Directors in order to make recommendations with regard thereto.

(g)  Finance  Committee. The Board of Directors, by resolution adopted by
     a majority of the whole  Board,  may  designate  two or more  directors  to
     constitute  a Finance  Committee  and one or more  directors  as  alternate
     members thereof.  The duties and  responsibilities of the Finance Committee
     shall be to review,  upon the  request of the  Chairman  or the  President,
     management's  proposals with respect to: the corporation's  debt and equity
     financing; recommendations to the Board with respect to dividend policy and
     payments;  acquisitions and divestitures  exceeding the standing  authority
     management has by virtue of the resolution  dated December 10, 1993, or its
     successors;  recommendations  to the  Board  concerning  the  corporation's
     investment portfolio; the corporation's real estate investments;  and other
     financing and investment matters.

SECTION  10.  Consent in Lieu of Meeting.  Unless  otherwise  restricted  by the
Certificate of Incorporation or these by-laws,  any action required or permitted
to be taken at any meeting of the Board of  Directors or any  committee  thereof
may be taken without a meeting if all members of the Board or committee thereof,
as the case may be, consent thereto in writing,  and the writing or writings are
filed with the minutes of the proceedings of the Board or committee.

SECTION 11.  Compensation.  Directors  who are also full time  employees  of the
corporation  shall not receive any  compensation for their services as Directors
but they may be reimbursed for reasonable expenses of attendance.  By resolution
of the Board of Directors,  all other Directors may receive, as compensation for
their  services  any  combination  of: an  annual  fee;  a fee for each  meeting
attended;  shares  of  stock;  or other  forms of  compensation;  together  with
reimbursement  of expenses  of  attendance,  if any, at each  regular or special
meeting of the Board of  Directors or any  committee of the Board of  Directors;
provided,  that  nothing  herein  contained  shall be  construed to preclude any
Director  from  serving the  corporation  in any other  capacity  and  receiving
compensation therefore.

SECTION 12. Meeting by Conference Telephone.  Unless otherwise restricted by the
Certificate of Incorporation, members of the Board of Directors or any committee
designated by such Board may participate in a meeting of such Board or committee
by means of conference telephone or similar communication  equipment by means of
which  all  persons  participating  in the  meeting  can hear  each  other,  and
participation in a meeting  pursuant hereto shall constitute  presence in person
at such meeting.  Unless otherwise  required by law, no notice shall be required
if a quorum of the Board or any committee is participating.


                                   ARTICLE IV

                                    Officers

SECTION 1. Number.  The officers of the  corporation  shall be a chairman,  vice
chairman,  chairman of the Executive  Committee,  one or several  executive vice
presidents or vice  presidents (the number thereof to be determined by the Board
of Directors),  one or several of the vice presidents may be designated  "senior
vice  president"  by the Board of  Directors,  and one of whom may be elected as
chief  financial  officer of the  corporation,  a  treasurer,  a  controller,  a
secretary,  and other such  officers  as may be elected in  accordance  with the
provisions  of this  article.  Any two or more  offices  may be held by the same
person.

SECTION 2. Election and Term of Office. The officers of the corporation shall be
elected  annually by the Board of Directors at the first meeting of the Board of
Directors  held after each annual  meeting of  stockholders.  If the election of
officers shall not be held at such meeting,  such election shall be held as soon
thereafter  as  conveniently  may be.  Vacancies  may be filled  or new  offices
created and filled at any meeting of the Board of Directors.  Each officer shall
hold  office  until his  successor  shall have been duly  elected and shall have
qualified or until his death or until he shall resign or shall have been removed
in the manner hereinafter provided.

SECTION 3.  Removal.  Any officer or agent  elected or appointed by the Board of
Directors may be removed by the Board of Directors  whenever in its judgment the
best  interests of the  corporation  would be served  thereby,  but such removal
shall be without  prejudice  to the  contract  rights,  if any, of the person so
removed.

SECTION 4.  Vacancies.  A vacancy in any office  because of death,  resignation,
removal,  disqualification or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term.

SECTION 5. Chairman.  The chairman shall be the chief  executive  officer of the
corporation  and shall have general  supervision  over all of the affairs of the
corporation  and shall  determine and administer the policies of the corporation
as  established  by the Board of Directors or by the  Executive  Committee.  The
chairman  shall:  (i) provide  leadership to the Board in reviewing and advising
upon  matters   which  exert  major   influence  on  the  manner  in  which  the
corporation's  business  is  conducted;  (ii)  preside  at all  meetings  of the
stockholders and of the Board of Directors; (iii) in the absence of the chairman
of the Executive Committee,  preside at all meetings of the Executive Committee;
and (iv) perform such other duties as may be conferred by law or assigned by the
Board of  Directors.  The chairman may sign,  with the secretary or other proper
officer of the corporation thereunto authorized by the Board of Directors, stock
certificates of the corporation,  any deeds,  mortgages,  bonds,  contracts,  or
other instruments,  except in cases where the signing or execution thereof shall
be expressly  delegated  by the Board of  Directors or by these  by-laws to some
other  officer or agent of the  corporation,  or shall be  required by law to be
otherwise signed or executed. The chairman may also execute proxies on behalf of
the  corporation  with respect to the voting of any shares of stock owned by the
corporation;  have the power to appoint agents or employees as in the chairman's
judgment may be necessary or appropriate  for the transaction of the business of
the corporation;  and in general shall perform all duties incident to the office
of chairman.

SECTION  6. Vice  Chairman.  The vice  chairman  shall  assist the  chairman  in
supervising  the affairs of the  corporation,  with special  responsibility  for
integrating  acquired  businesses  into the  corporation.  In the absence of the
chairman,  the vice chairman  shall preside at all meetings of the  stockholders
and the Board of  Directors.  In the event of the absence or  disability  of the
chairman,  the vice chairman shall assume all of the duties and responsibilities
of that  office.  The  vice  chairman  may  sign any  deeds,  mortgages,  bonds,
contracts or other instruments, except in cases where the signing is required to
be by some other officer or agent of the  corporation.  The vice chairman  shall
perform such other duties as may be  designated  by the chairman or the Board of
Directors.

SECTION 7.  Chairman of the Executive  Committee.  The chairman of the Executive
Committee  shall  preside at all  meetings of the  Executive  Committee;  in the
absence of the chairman and vice  chairman,  he shall preside at all meetings of
the  stockholders  and the  Board  of  Directors;  he shall  act in an  advisory
capacity to the chairman in all matters  concerning  the interest and management
of the corporation, and he shall perform such other duties as may be assigned to
him by the Board of Directors,  the Executive Committee or the chairman.  In the
event of the absence or disability of the chairman and vice  chairman,  he shall
assume all the duties and  responsibilities  of the office of the chairman.  The
chairman of the Executive Committee may sign, with the secretary or other proper
officer of the corporation thereunto authorized by the Board of Directors, stock
certificates of the corporation,  any deeds,  mortgages,  bonds,  contracts,  or
other  instruments  delegated by the Board of  Directors or by these  by-laws to
some other officer or agent of the  corporation,  or shall be required by law to
be otherwise  signed or executed.  The chairman of the  Executive  Committee may
also execute proxies on behalf of the corporation  with respect to the voting of
any shares of stock owned by the corporation.

SECTION  8.  Executive  Vice  President(s).  The  executive  vice  president  or
executive vice  presidents (if elected by the Board of Directors)  shall perform
such  duties not  inconsistent  with these  by-laws as may be assigned to him or
them by the  chairman  or the Board of  Directors.  In the event of  absence  or
disability  of the  chairman,  and vice  chairman and chairman of the  Executive
Committee, the executive vice president (or in the event there be more than one,
the executive vice president  determined in the order of election)  shall assume
all the duties and responsibilities of the office of the chairman.

SECTION 9. Chief Financial  Officer.  The chief financial officer (if elected by
the Board of  Directors)  shall  have  general  supervision  over the  financial
affairs of the corporation.

SECTION 10. The Vice President(s). The Board of Directors may designate any vice
president as a senior vice  president.  In the event of absence or disability of
the chairman and vice chairman,  the chairman of the Executive Committee and all
executive vice presidents,  the senior vice presidents) or the vice president(s)
in the order of election,  shall assume all the duties and  responsibilities  of
the office of the chairman.  Any senior vice president or any vice president may
sign, with the secretary or an assistant  secretary,  stock  certificates of the
corporation;  and shall  perform  such other  duties as from time to time may be
assigned to him by the chairman or by the Board of  Directors.  In general,  the
vice  president  (or vice  presidents,  including  the senior vice  president or
senior vice presidents)  shall perform such duties not  inconsistent  with these
by-laws as may be assigned to him (or them) by the chairman,  the executive vice
presidents or by the Board of Directors.

SECTION 11. The Treasurer. If required by the Board of Directors,  the treasurer
shall give a bond for the faithful  discharge of his duties in such sum and with
such surety or sureties as the Board of Directors shall determine. He shall: (a)
have charge and custody of and be  responsible  for all funds and  securities of
the  corporation;  receive and give  receipts  for monies due and payable to the
corporation from any source whatsoever,  and deposit all such monies in the name
of the corporation in such banks, trust companies or other depositories as shall
be selected in accordance  with the  provisions of Article VI of these  by-laws;
(b) in general  perform all duties  incident to the office of treasurer and such
other  duties not  inconsistent  with these  by-laws as from time to time may be
assigned  to him by the  Board of  Directors,  or by the  chairman,  or any vice
president designated for such purpose by the chairman.

SECTION 12. The  Secretary.  The  secretary  shall:  (a) keep the minutes of the
stockholders' and the Board of Directors' meetings in one or more books provided
for that purpose; (b) see that all notices are duly given in accordance with the
provisions  of these  by-laws or as required  by law;  (c) be  custodian  of the
corporate  records and of the seal of the  corporation  and see that the seal of
the corporation is affixed to all stock  certificates prior to the issue thereof
and to all documents,  the execution of which on behalf of the corporation under
its seal is  required;  (d) keep a register of the post  office  address of each
stockholder which shall be furnished to the secretary by such  stockholder;  (e)
sign  with  a  vice  president,  or  the  chairman,  stock  certificates  of the
corporation,  the issue of which shall have been authorized by resolution of the
Board of Directors;  (f) have general  charge of the stock transfer books of the
corporation;  (g) act as secretary at all meetings of the  Executive  Committee;
and (h) in general  perform all duties  incident to the office of secretary  and
such other duties not  inconsistent  with these by-laws as from time to time may
be assigned to him by the chairman or by the Board of Directors.

SECTION 13. The Controller. The controller shall provide guidance and evaluation
with respect to the corporation's accounting and related functions,  control and
procedures  systems,  budget  programs,  and coordinate same on a divisional and
overall corporate level. The controller shall report to such officer or officers
of the  corporation  and  perform  such other  duties  incident to the office of
controller  as may be  prescribed  from  time  to time  by the  chairman,  chief
financial officer, or by the Board of Directors.

SECTION 14.  Assistant  Treasurers and Assistant  Secretaries.  The chairman may
appoint one or more assistant  treasurers and one or more assistant  secretaries
who shall serve as such until removed by the chairman or the Board of Directors.
The  assistant  treasurers  may be  required  to give  bonds  for  the  faithful
discharge  of their  duties in such sums and with such  sureties as the chairman
shall determine. The assistant treasurers and assistant secretaries, in general,
shall  perform such duties as shall be assigned to them by the  treasurer or the
secretary,  respectively,  or by the chairman, but shall not be considered to be
officers of the corporation solely by reason of such appointments or titles.

SECTION 15.  Appointive  Presidents and Vice  Presidents.  The chairman may from
time to time  designate  employees  of the  corporation  who are managing one or
several  groups,   divisions,   or  other   operations  of  the  corporation  as
"President",  "Vice President",  or similar title,  which employees shall not be
considered  to  be  officers  of  the  corporation  solely  by  reason  of  such
appointments  or titles.  The  chairman  shall report such  appointments  to the
Compensation Committee at least annually.

SECTION 16.  Salaries.  The salaries of the officers shall be fixed from time to
time by the Board of  Directors  on a  monthly  basis  and no  officer  shall be
prevented  from  receiving  such  salary by reason of the fact that he is also a
Director of the corporation.


                                    ARTICLE V

                     Indemnification of Officers, Directors
                              Employees and Agents

SECTION 1.  Non-Derivative  Actions  and  Criminal  Prosecutions.  To the extent
permitted by applicable law from time to time in effect,  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. Derivative  Actions.  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 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 and 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  negligence or misconduct in the  performance  of
his duty 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 such court shall deem proper.

SECTION 3. Right to  Indemnification.  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 Sections 1
and 2 of this Article,  or in defense of any claim, issue or matter therein,  he
shall be indemnified by the corporation against expenses  (including  attorneys'
fees) actually and reasonably incurred by him in connection therewith.

SECTION 4. Where No Adjudication.  Any indemnification under Sections 1 and 2 of
this Article (unless  ordered by a court) shall be made by the corporation  only
as authorized in the specific case upon a determination that  indemnification of
the Director,  officer, employee or agent is proper in the circumstances because
he has met the  applicable  standard of conduct set forth in said Sections 1 and
2. Such determination  shall be 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 and a quorum of  disinterested  Directors so directs,  by independent
legal counsel (compensated by the corporation) in a written opinion, or (iii) by
the stockholders.

SECTION 5. Expenses.  Expenses incurred in defending a civil or criminal action,
suit or  proceeding  may be paid by the  corporation  in  advance  of the  final
disposition  of such action,  suit or  proceeding  as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
the  Director,  officer,  employee or agent to repay such amount unless it shall
ultimately  be  determined  that  he  is  entitled  to  be  indemnified  by  the
corporation as authorized in this Article.

SECTION 6. Non-exclusive. The indemnification provided by this Article shall not
be deemed  exclusive of any other rights to which those seeking  indemnification
may  be  entitled  under  any  by-law,   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 7. 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 to  indemnify  him against
such liability under the provisions of this Article or of applicable law.


                                   ARTICLE VI

                      Contracts, Loans, Checks and Deposits

SECTION 1.  Contracts.  The Board of  Directors  may  authorize  any  officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of any on behalf of the  corporation,  and such authority
may be general or confined to specific instances.

SECTION 2. Loans.  No loans shall be contracted on behalf of the corporation and
no evidence of indebtedness  shall be issued in its name unless  authorized by a
resolution of the Board of Directors.  Such authority may be general or confined
to specific instances.

SECTION 3.  Checks,  Drafts,  etc.  All checks,  drafts or other  orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the  corporation  and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

SECTION 4. Deposits.  All funds of the corporation not otherwise  employed shall
be deposited  from time to time to the credit of the  corporation in such banks,
trust companies or other depositaries as the Board of Directors may select.


                                   ARTICLE VII

                               Stock Certificates

SECTION 1. Stock Certificates.  Certificates representing shares of stock of the
corporation  shall  be in  such  form  as may be  determined  by  the  Board  of
Directors,  shall  be  numbered  and  shall  be  entered  in  the  books  of the
corporation as they are issued.  They shall exhibit the holder's name and number
of shares and shall be signed by the  chairman,  the  chairman of the  Executive
Committee,  or a vice  president and the treasurer or an assistant  treasurer or
the  secretary or an assistant  secretary,  and shall be sealed with the seal of
the corporation. If a stock certificate is countersigned (a) by a transfer agent
other than the corporation or its employee, or (b) by 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 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 2. Lost Certificates.  The Board of Directors may from time to time make
such provision as it deems  appropriate for the  replacement of lost,  stolen or
destroyed stock certificates,  including the requirement to furnish an affidavit
and an indemnity.

SECTION 3. Transfers of Stock. Upon surrender to the corporation or the transfer
agent of the corporation of a stock  certificate duly endorsed or accompanied by
proper evidence of succession,  assignment of authority to transfer, it shall be
the duty of the  corporation to issue a new  certificate to the person  entitled
thereto, cancel the old certificate and record the transaction upon the books of
the corporation.  The person in whose name shares of stock stand on the books of
the  corporation  shall be deemed the owner  thereof for all purposes as regards
the corporation.

SECTION 4. Transfer  Agents and  Registrars.  The Board of Directors may appoint
one or more transfer agents and registrars and may thereafter  require all stock
certificates to bear the signature of a transfer agent and registrar.

SECTION 5. Rules of Transfer.  The Board of  Directors  shall have the power and
authority  to make all such  rules and  regulations  as they may deem  expedient
concerning the issue,  transfer and  registration  of stock  certificates of the
corporation.


                                  ARTICLE VIII

                                   Fiscal Year

The fiscal  year of the  corporation  shall begin on the first day of January in
each year and end on the thirty-first of December in each year.


                                   ARTICLE IX

                                    Dividends

The Board of Directors may from time to time,  declare,  and the corporation may
pay,  dividends  on its  outstanding  shares of stock in the manner and upon the
terms and conditions provided by law and its Certificate of Incorporation.

                                    ARTICLE X

                                      Seal

The Board of Directors shall provide a corporate seal which shall be in the form
of a circle and shall have inscribed thereon the name of the corporation and the
words "Corporate Seal, Delaware".


                                   ARTICLE XI

                                Waiver of Notice

Whenever  any notice  whatever is required to be given under the  provisions  of
these by-laws or under the  provisions of the  Certificate of  Incorporation  or
under the provisions of The General Corporation Law of Delaware,  waiver thereof
in writing,  signed by the person or persons  entitled to such  notice,  whether
before or after the time  stated  therein,  shall be  deemed  equivalent  to the
giving of such  notice.  Attendance  of any  person  at a meeting  for which any
notice  whatever is required to be given under the  provisions of these by-laws,
the  Certificate of  Incorporation  or The General  Corporation  Law of Delaware
shall  constitute  a waiver of notice of such  meeting,  except  when the person
attends 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.