EXHIBIT 3(b)

                                     BY-LAWS

                                       OF

                                  PAYCHEX, INC.



                                    ARTICLE I

                                     OFFICES

         SECTION 1. The registered office of Paychex, Inc., a Delaware
corporation (hereinafter referred to as the "Corporation"), shall be located
within the State of Delaware.

         SECTION 2. The Corporation may also have offices at such places, either
within or without the State of Delaware and either within or without the
United States of America, as the board of directors may from time to time
designate or the business of the Corporation may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. All 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 and either within or without the United
States of America, as shall be stated in the notice of meeting or in a duly
executed waiver thereof.

         SECTION 2. The annual meeting of stockholders shall be held on such
date and at such hour as shall be designated each year by the board of
directors. At such annual meeting, the stockholders shall elect a board of
directors and transact such other business as may be properly brought before the
meeting.

         SECTION 3. Special meetings of stockholders for any purpose or
purposes, unless otherwise prescribed by statute or by the Corporation's
certificate of incorporation, may be called by the Chairman of the Board or the
President and shall be called by the Chairman of the Board, the President or the
Secretary at the request in writing of a majority of the board of directors, or
at the request in writing of stockholders owning a majority in amount of the
entire capital stock of the Corporation issued and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.

         SECTION 4. Except as otherwise expressly required by statute, written
notice of each annual and special meeting of stockholders, stating the place,
date and hour of the meeting, and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be given to each stockholder
of record entitled to vote

                                      -1-


thereat not less than ten (10) nor more than sixty (60) days before the date of
the meeting. Notice shall be given personally or by mail and, if by mail, shall
be sent in a postage prepaid envelope, addressed to the stockholder at his
address as it appears on the records of the Corporation. Notice by mail shall be
deemed given at the time when the same shall be deposited in the United States
mail, postage prepaid. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when such person attends the meeting in
person or by proxy 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. A written waiver of notice signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Neither the business to be transacted at, nor the purpose
of, an annual or special meeting of stockholders need be specified in any
written waiver of notice. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

         SECTION 5. The officer who has charge of the stock transfer books of
the Corporation shall prepare and make, at the time and in the manner required
by applicable law, a list of stockholders entitled to vote and shall make such
list available for such purposes, at such places, at such times and to such
persons as required by applicable law. The stock transfer books shall be the
only evidence as to the identity of the stockholders entitled to examine the
stock transfer books or to vote in person or by proxy at any meeting of
stockholders.

         SECTION 6. The holders of a majority of the voting power of the issued
and outstanding stock of the Corporation entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business at any meeting of stockholders, except as otherwise provided by statute
or by the Corporation's certificate of incorporation. The stockholders present
and entitled to vote at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders entitled to vote to leave less than a quorum
then present and represented provided that the action taken (other than an
adjournment) is approved by at least a majority of the holders of stock required
to constitute a quorum. Any stockholders' meeting, annual or special, whether or
not a quorum is present or represented, may be adjourned from time to time by
the vote of the holders of a majority of the stock entitled to vote thereat, the
holders of which are either present in person or represented by proxy, or the
chairman of the meeting, but in the absence of a quorum no other business may be
transacted at such meeting. At any 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, except for such business as
was duly transacted at any earlier meeting. If the adjournment is for more than
thirty (30) days, or if after adjournment a new record date is set, a notice of
the adjourned meeting shall be given as in the case of an original meeting to
each stockholder of record entitled to vote at the meeting.

         SECTION 7. At each meeting of stockholders, the Chairman of the Board
or, in his absence or inability to act, such other person as the board of
directors may have designated shall call to order and act as chairman of the
meeting. The Secretary or, in his absence or inability

                                      -2-


to act, the person whom the chairman of the meeting shall appoint secretary of
the meeting shall act as secretary of the meeting and keep the minutes thereof.

         SECTION 8. The order of business and the procedure at all meetings of
the stockholders shall be as determined by the chairman of the meeting, unless
otherwise prescribed by law or regulation.

         SECTION 9. Except as otherwise provided by statute or the Corporation's
certificate of incorporation, each holder of common stock of the Corporation
shall be entitled at each meeting of stockholders to one (1) vote for each share
of such stock standing in his name on the record of stockholders of the
Corporation

                  (a) on the date fixed pursuant to the provisions of Section 7
of Article V of these by-laws as the record date for the determination of the
stockholders who shall be entitled to notice of and to vote at such meeting; or

                  (b) if no such record date shall have been so fixed, then at
the close of business on the day next preceding the day on which notice thereof
shall be given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held.

Each stockholder entitled to vote at any meeting of stockholders may authorize
another person or persons to act for him by proxy, provided that such proxy
shall comply with the requirements of Delaware law. No proxy shall be voted
after three (3) years from its date, unless the proxy provides for a longer
period. Any such proxy shall be delivered to the secretary of the meeting at or
prior to the time designated in the order of business for so delivering such
proxies. When a quorum is present at any meeting, the vote of the holders of a
majority of the voting power of the issued and outstanding stock of the
Corporation entitled to vote thereon, 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 statute or of the Corporation's
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. On a vote by ballot, each ballot shall be signed by the
stockholder voting, or by his proxy, if represented by proxy, and shall state
the number of shares voted.

         SECTION 10. The board of directors may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at, and make a written
report of, such meeting or any adjournment thereof. If any of the inspectors so
appointed shall fail to appear or act, the chairman of the meeting shall, or, if
inspectors shall not have been appointed, the chairman of the meeting may,
appoint one or more inspectors. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of his ability. The inspectors shall determine the number of shares of
capital stock of the Corporation outstanding and the voting power thereof, the
number of shares represented at the meeting, the existence of a quorum and the
authenticity, validity and effect of proxies, certify their determination of the
number of shares represented at the meeting and

                                      -3-


shall receive votes or ballots, hear, determine and retain for a reasonable
period a record of the disposition of, all challenges and questions arising in
connection with the right to vote, count and tabulate all votes or ballots,
determine the results and perform such acts as are proper to conduct the
election or vote with fairness to all stockholders. If more than one inspector
has been appointed, the decision, act or certificate of a majority of the
inspectors is effective in all respects as the decision, act or certificate of
all of the inspectors. On request of the chairman of the meeting, the inspector
shall make a report in writing of any challenge, request or matter determined by
them and shall execute a certificate of any fact found by them. No director or
candidate for the office of director shall act as an inspector of election with
respect to an election of directors. Inspectors need not be stockholders.

         SECTION 11. Any action required or permitted to be taken at any annual
or special meeting of the stockholders may be taken without a meeting, without
prior notice and a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted and shall be delivered to the Corporation by delivery to its
registered office in Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. Where corporate action is taken in such manner by less than
unanimous written consent, prompt written notice of the taking of such action
shall be given to all stockholders who have not consented in writing thereto.

         Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty days of the
earliest dated consent delivered in the manner required by statute to the
Corporation, written consents signed by a sufficient number of holders to take
action are delivered to the Corporation by delivery to its registered office in
Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.

                                   ARTICLE III

                               BOARD OF DIRECTORS

         SECTION 1. The number of directors which shall constitute the whole
Board of Directors shall consist of one or more members, the exact number to be
fixed from time to time by the board of directors. Except as provided in
Sections 9 and 10 of this Article, each director shall be elected by the vote of
the majority of the votes cast with respect to the director at any meeting for
the election of directors at which a quorum is present, provided that if the
number of nominees exceeds the number of directors to be elected, the directors
shall be

                                      -4-


elected by the vote of a plurality of the shares represented in person or by
proxy at any such meeting and entitled to vote on the election of directors. For
purposes of this Section, a majority of the votes cast means that the number of
shares voted "for" the election of a director nominee must exceed the number of
votes cast "against" the nominee. If a nominee that is an incumbent director
does not receive a required majority of the votes cast, the director shall offer
to tender his or her resignation to the Board. The Governance and Compensation
Committee shall consider such offer and will make a recommendation to the Board
on whether to accept or reject the resignation, or whether other action should
be taken. The Board will consider the Committee's recommendation and will
determine whether to accept such offer. In making their determinations, the
Board and the Committee may consider any factors deemed relevant. The Board
shall publicly disclose its decision and the rationale behind it within 90 days
from the date of the certification of the election results. The director who
tenders his or her resignation will not participate in the Board's or the
Committee's decisions with respect to his or her resignation. In the event that
no nominees for election to the Board receive a required majority of the votes
cast, at an annual meeting, a special meeting of stockholders shall be called
for an election of directors in the manner provided in these Bylaws. Each
director shall hold office until such director's successor is elected and
qualified or until such director's earlier resignation or removal.

         SECTION 2. The business and affairs of the Corporation shall be managed
by or under the direction of the board of directors. The board of directors may
exercise all such authority and powers of the Corporation and do all such lawful
acts and things as are not by statute, the Corporation's certificate of
incorporation or these by-laws directed or required to be exercised or done by
the stockholders.

         SECTION 3. Meetings of the board of directors shall be held at such
place or places, within or without the State of Delaware and either within
or without the United States of America, as the board of directors may from time
to time determine or as shall be specified in the notice of any such meeting.

         SECTION 4. The board of directors shall meet for the purpose of
organization, the election of officers and the transaction of other business, as
soon as practicable after each annual meeting of stockholders. Notice of such
meeting need not be given. In the event such annual meeting is not so held, the
annual meeting of the board of directors may be held at such other time, within
or without the State of Delaware and either within or without the United States
of America, as shall be specified in a notice thereof given as provided in
Section 7 of this Article III.

         SECTION 5. Regular meetings of the board of directors shall be held at
such time and place as the board of directors may fix. If any day fixed for a
regular meeting shall be a legal holiday at the place where the meeting is to be
held, then the meeting which would otherwise be held on that day shall be held
at the same hour on the next succeeding business day. Notice of regular meetings
of the board of directors need not be given.

                                      -5-


         SECTION 6. Special meetings of the board of directors may be called by
the Chairman of the Board or the President and shall be called by the Secretary
on the written request of a majority of the members of the Board of Directors.

         SECTION 7. Notice of each special meeting of the board of directors
shall be given by the President or the Secretary as hereinafter provided in this
Section 7, in which notice shall be stated the time and place of the meeting.
Except as otherwise required by these by-laws, such notice need not state the
purpose or purposes of such meeting. Notice of each such meeting shall be
mailed, postage prepaid, to each director, addressed to him at his residence or
usual place of business, by first class mail, at least two (2) days before the
time of the meeting, or shall be sent addressed to him at such place by
telegraph, cable, telex, telefax, telecopier or other similar means, or be
delivered to him personally or be given to him by telephone or other similar
means, at least twelve (12) hours before the time of the meeting. A written
waiver of notice signed by a director, whether before or after the time stated
therein, shall be deemed equivalent to notice to such director. Attendance of a
director at the meeting shall constitute a waiver of notice of such meeting by
such director, except when such director 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 8. At all meetings of the board of directors, a majority of the
total number of directors shall be necessary and sufficient to constitute a
quorum for the transaction of business and, except as otherwise expressly
required by statute or the Corporation's certificate of incorporation or these
by-laws, the act 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. In the absence
of a quorum at any meeting of the board of directors, a majority of the
directors present thereat may adjourn such meeting to another time and place.
Notice of the time and place of any such adjourned meeting shall be given to all
of the directors unless such time and place were announced at the meeting at
which the adjournment was taken, in which case such notice shall only be given
to the directors who were not present thereat. At any adjourned meeting at which
a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called. The directors shall act only as
a board and the individual directors shall have no power as such.

         SECTION 9. Any director of the Corporation may resign at any time by
giving written notice of his resignation to the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
tender. Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. Any vacancy in the board of
directors caused by such resignation may be filled by a majority vote of the
board of directors for the unexpired portion of the term.

         SECTION 10. Any director of the Corporation may be removed, at any
time, with or without cause, by the affirmative vote of the holders of record of
a majority of the outstanding shares of stock entitled to

                                      -6-

vote at a meeting of stockholders, and any vacancy in the board of directors
caused by any such removal may be filled by the stockholders at said meeting in
which the vacancy is created or, if not so filled, by a majority vote of the
Board of Directors for the unexpired portion of the term.

         SECTION 11. Unless restricted by the Corporation's certificate of
incorporation, the board of directors may, by resolution passed by a majority of
the entire board of directors, designate one or more committees, including an
executive committee, each committee to consist of one or more of the directors
of the Corporation. The board of directors may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, a 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 or any such absent or disqualified
member. Except to the extent restricted by statute or the Corporation's
certificate of incorporation, each such committee, to the extent provided in the
resolution creating it, shall have and may exercise all of the powers and
authority of the board of directors, including, if such resolution so provides,
the power to declare a dividend, to authorize the issuance of stock or to adopt
a certificate of ownership and merger pursuant to section 253 of Title 8 of the
Delaware Code, and may authorize the seal of the Corporation to be affixed to
all papers which require it. Each such committee shall serve at the pleasure of
the board of directors and have such name 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.

         SECTION 12. Any action required or permitted to be taken by the board
of directors or any committee thereof may be taken without a meeting if all
members of the board of directors or such committee, 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 of directors or such committee, as the case may be.

         SECTION 13. Any one or more members of the board of directors or any
committee of the board of directors may participate in a meeting of the board of
directors or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation by such means shall constitute
presence in person at a meeting.

         SECTION 14. A director of the Corporation who is present at a meeting
of the board of directors or any committee thereof at which action is taken
shall be presumed to have assented to the action taken unless his dissent or
abstention there from shall be entered in the minutes of the meeting or unless
he shall file a written dissent from such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the Corporation within five days
after the date a copy of the minutes of the meeting is received. Such right to
dissent shall not apply to a director who voted in favor of such action.

                                      -7-


         SECTION 15. The Board of Directors shall have the authority to fix the
compensation of directors for services in any capacity.


                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. The officers of the Corporation shall be elected annually by
the board of directors at the first meeting of the board held after each annual
meeting of stockholders, or as soon thereafter as possible. The board of
directors shall elect from among its number a Chairman of the Board. The board
of directors shall also elect a President, a Secretary and a Treasurer, who need
not be directors. If the board of directors wishes, it may also elect such other
officers (including, without limitation, one or more Vice Presidents, one or
more Assistant Treasurers and one or more Assistant Secretaries) as may be
necessary or desirable for the business of the Corporation. Any two or more
offices may be held by the same person. Each officer shall hold office until his
successor shall have been duly elected and qualified, or until his death,
resignation or removal, as hereinafter provided. A vacancy in any office because
of death, resignation, removal, disqualification or otherwise, shall be filled
only by a majority vote of the board of directors for the unexpired portion of
the term.

         SECTION 2. Any officer of the Corporation may resign at any time by
giving written notice of his resignation to the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
tender. Unless otherwise specified therein, the acceptance of any such
registration shall not be necessary to make it effective.

         SECTION 3. Any officer of the Corporation may be removed, either with
or without cause, at any time, by the board of directors at any meeting thereof,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed.

         SECTION. 4. The Chairman of the Board of Directors, if there be one,
shall preside at all meetings of the stockholders and of the Board of Directors.
During the absence or disability of the President, the Chairman of the Board of
Directors shall exercise all the powers and discharge all the duties of the
President. The Chairman of the Board of Directors shall also perform such other
duties and may exercise such other powers as from time to time may be assigned
to him by these By-Laws or by the Board of Directors.

         SECTION 5. The President shall, subject to the control of the Board of
Directors and, if there be one, the Chairman of the Board of Directors, have
general supervision of the business of the Corporation and shall see that all
orders and resolutions of the Board of Directors are carried into effect. He
shall execute all bonds, mortgages, contracts and other instruments of the
Corporation requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except that
the other officers of the Corporation may sign and execute documents when so

                                      -8-

authorized by these By-Laws, the Board of Directors or the President. In the
absence or disability of the Chairman of the Board of Directors, or if there be
none, the President shall preside at all meeting of the stockholders and the
Board of Directors, the President shall be the chief executive and operating
officer of the Corporation. He shall perform all duties incident to the office
of chief executive and operating officer and such other duties as may from time
to time be assigned to him by the Board of directors.

         SECTION 6. Each Vice President, if any, shall perform all duties
incident to his office and such other duties as from time to time may be
assigned to him by the board of directors, the Chairman of the Board or the
President.

         SECTION 7.  The Treasurer shall

                  (a) be the principal financial officer and principal
accounting officer of the Corporation;

                  (b) have charge and custody of, and be responsible for, all
the funds and securities of the Corporation;

                  (c) keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation;

                  (d) deposit all moneys and other valuables to the credit of
the Corporation in such depositories as may be designated by the board of
directors or pursuant to its direction;

                  (e) receive, and give receipts for, moneys due and payable to
the Corporation from any source whatsoever;

                  (f) disburse the funds of the Corporation and supervise the
investment of its funds, taking proper vouchers therefore;

                  (g) render to the board of directors, whenever the board of
directors may require, an accounting of the financial condition of the
Corporation; and

                  (h) in general, perform all other duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the board of directors or the President.

         SECTION 8. Secretary. The Secretary shall

                  (a) keep or cause to be kept, in one or more books provided
for the purpose, the minutes of all meetings of the board of directors, the
committees of the board of directors and the stockholders;

                  (b) see that all notices are duly given in accordance with the
provisions of these by-laws and as required by law;

                  (c) see that the books, reports, statements certificates and
other documents and records required by law to be kept and filed are properly
kept and filed; and

                                      -9-


                  (d) in general, perform all other duties incident to the
office of Secretary and such other duties as from time to time may be assigned
to him by the board of directors or the President.

         SECTION 9. The Assistant Treasurer, if any, or if there shall be more
than one, the Assistant Treasurers in the order determined by the board of
directors (or, if there be no such determination, then in the order of their
election), shall, at the request of the President or the Treasurer or in the
absence of the Treasurer or in the event of his inability or refusal to act,
perform the duties of the Treasurer (and when so acting, shall have the powers
of and be subject to the restrictions placed upon the Treasurer in respect of
the performance of such duties) and shall perform such other duties as from time
to time may be assigned by the board of directors or the President.

         SECTION 10. The Assistant Secretary, if any, or if there be more than
one, the Assistant Secretaries in the order determined by the board of directors
(of, if there be no such determination, then in the order of their
election),shall, at the request of the President or the Secretary or in the
absence of the Secretary or in the event of his inability or refusal to act,
perform the duties of the Secretary (and when so acting, shall have the powers
of and be subject to the restrictions placed upon the Secretary in respect of
the performance of such duties) and shall perform such other duties as from time
to time may be assigned by the board of directors or the President.

         SECTION 11. If required by the board of directors, any officer of the
Corporation shall give a bond or other security for the faithful performance of
his duties, in such amount and with such surety as the board of directors may
require.

         SECTION 12. The compensation of the officers of the Corporation for
their services as such officers shall be fixed from time to time by the board of
directors. An officer of the Corporation shall not be prevented from receiving
compensation by reason of the fact that he is also a director of the
Corporation.


                                    ARTICLE V

                      STOCK CERTIFICATES AND THEIR TRANSFER

         SECTION 1. Every holder of stock in the Corporation shall be entitled
to have a certificate signed by, or in the name of the Corporation by the
Chairman of the Board, the President or a Vice President and by the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation certifying the number of shares owned by him in the Corporation. If
the Corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preference
and/or rights shall be set forth in full or summarized on the face or back of
the certificate which the Corporation shall issue to represent such class or
series of stock, provided that, except as otherwise provided in Section 202 of
the General Corporation Law of the State of Delaware, in lieu of the foregoing
requirements,

                                      -10-


there may be set forth, on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, a statement
that the Corporation will furnish without charge to each stockholder who so
requests the designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.

         SECTION 2. Any or all of the signatures on a 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 issuance.

         SECTION 3. The board of directors may direct that a new certificate or
certificates be issued in place of any certificate or certificates theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed. When
authorizing the issuance of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to give the Corporation a bond or
other indemnity in such amount as it may direct sufficient to indemnify it
against any claim that may be made against the Corporation on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.

         SECTION 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or 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 its records;
provided, however, that the Corporation shall be entitled to recognize and
enforce any lawful restriction on transfer. Whenever any transfer of stock shall
be made for collateral security, and not absolutely, it shall be so expressed in
the entry of transfer if, when the certificates are presented to the Corporation
for transfer, both the transferor and the transferee request the Corporation to
do so. 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 and vote such stock.

         SECTION 5. The board of directors may appoint, or authorize any officer
or officers to appoint, one or more transfer agents and one or more registrars.

         SECTION 6. The board of directors may make such additional rules and
regulations, not inconsistent with these by-laws, as it may deem expedient
concerning the issuance, transfer and registration of certificates for shares of
stock of the Corporation.

         SECTION 7. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of

                                      -11-


stockholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or any allotment of rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the board of directors may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the board of directors fix a new record
date for the adjourned meeting.

         SECTION 8. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its records as the owner of shares of stock to
receive dividends and to vote as such owner, shall be entitled to hold liable
for calls and assessments a person registered on its records as the owner of
shares of stock, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares of stock on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.


                                   ARTICLE VI

                                 INDEMNIFICATION

         SECTION 1. To the full extent authorized by law, the Corporation shall
indemnify any person made, or threatened to be made, a party in 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 a
director or officer of the Corporation, or is serving or served any other
corporation, or any partnership, joint venture, trust, employee benefit plan or
other enterprise, in any such capacity at the request of the Corporation
("indemnitee") against expenses (including attorneys' and other fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection therewith.

         SECTION 2. Expenses actually and reasonably incurred by an indemnitee
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 an undertaking by or on behalf of such indemnitee to repay such
amount if it shall ultimately be determined, by final judicial decision from
which there is no further right of appeal, that he is not entitled to be
indemnified by the Corporation. To be entitled to such advancement of expenses,
the indemnitee shall cooperate in good faith with any request by the Corporation
that common counsel be used by parties to such action or proceeding who are
similarly situated unless it would be inappropriate to do so because of actual
or potential conflicts between the interests of such parties.

         SECTION 3. The Corporation may, to the extent authorized by the board
of directors, grant rights of indemnification and advancement of expenses to any
employee or agent of the Corporation to the full extent

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of the provisions of this Article with respect to indemnification and
advancement of expenses of directors and officers of the Corporation.

         SECTION 4. The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which any person covered hereby may be
entitled other than pursuant to this Article.


                                   ARTICLE VII

                               GENERAL PROVISIONS

         SECTION 1. Subject to the provisions of law and the Corporation's
certificate of incorporation, dividends upon the shares of capital stock of the
Corporation may be declared by the board of directors at any regular or special
meeting. Dividends may be paid in cash, in property or in shares of stock of the
Corporation, unless otherwise provided by law or the Corporation's certificate
of incorporation.

         SECTION 2. The seal of the Corporation shall be in such form as shall
be approved by the board of directors.

         SECTION 3. The fiscal year of the Corporation shall begin the first day
of June in each year and end on the next succeeding 31st day of May, or
otherwise as the board of directors shall determine.

         SECTION 4. All checks, notes, drafts or other orders for the payment of
money of the Corporation shall be signed, endorsed or accepted in the name of
the Corporation by such officer, officers, person or persons as from time to
time may be designated by the board of directors or by an officer or officers
authorized by the board of directors to make such designation.

         SECTION 5. The board of directors may authorize any officer or
officers, agent or agents, in the name and on behalf of the Corporation to enter
into or execute and deliver any and all deeds, bonds, mortgages, contracts and
other obligations or instruments, and such authority may be general or confined
to specific instances.

         SECTION 6. Unless otherwise provided by resolution of the board of
directors, the Chairman of the Board or the President, from time to time, may
(or may appoint one or more attorneys or agents to) cast the votes which the
Corporation may be entitled to cast as a stockholder or otherwise in any other
corporation, any of whose shares or securities may be held by the corporation,
at meetings of the holders of the shares or other securities of such other
corporation. In the event one or more attorneys or agents are appointed, the
Chairman of the Board or the President, may instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent. The
Chairman of the Board or the President may, or may instruct the attorneys or
agents appointed to, execute or cause to be executed in the name and on behalf
of the Corporation and under its seal or otherwise, such written proxies,
consents, waivers or other instruments as may be necessary or proper in the
circumstances.

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         SECTION 7. All nouns and pronouns and any variations thereof used
herein shall be deemed to refer to the masculine, feminine or neuter, singular
or plural, as the context may require.


                                  ARTICLE VIII

                                   AMENDMENTS

         SECTION 1. These by-laws may be amended, altered or repealed by the
stockholders or by the board of directors.


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