Exhibit (3)(ii)
                      CURTISS-WRIGHT CORPORATION

                             By-Laws
                            Article 5

                    Amended Sections 4 and 5
                    (Effective May 11, 1993)


     SECTION 4.  Chairman.  The Chairman shall function under the
general supervision of the Board of Directors.  During any period
in which there is a vacancy in the office of President, the
chairman shall, pending action by the Board, perform the duties and
exercise the powers of the President.  The Chairman shall advise
the Directors as to matters affecting the overall policy of the
corporation, including its strategic direction.  On behalf of the
Board, the Chairman also shall be responsible for the general
oversight of the management of the Corporation.  He shall preside,
when present, at all meetings of the stockholders and of the Board
of Directors and shall see to it that appropriate agendas are
developed for such meetings.  He shall have such other powers and
duties (if any) as may from time to time be committed to him by the
Board of Directors or by any Committee constituted pursuant to
Article IV of these by-laws with power for the purpose.

     SECTION 5.  President.  Under the general oversight of the
Chairman and supervision of the Board of Directors, the President
shall have general and active management of the business, affairs
and property of the Corporation.  He shall preside, when the
Chairman is not present, at all meetings of the stockholders and of
the Board of Directors.  He shall have general authority to execute
bonds, mortgages, deeds, contracts and other instruments in the
name of the Corporation; to sign any or all certificates of stock
of the Corporation; to cause the employment or appointment of such
employees and agents of the Corporation as the proper conduct of
operations may require; and to fix their compensation, subject to
the provisions of these by-laws; to remove or suspend any employee
or agent who shall have been employed or appointed under his
authority or under authority of an officer subordinate to him; to
suspend for cause, pending final action by the authority which
shall have elected or appointed him, any officer subordinate to the
President, and, in general, he shall have all the duties and powers
usually appertaining to the office of president or a corporation,
except as otherwise provided in these by-laws.  In the absence of
the President, his duties shall be performed and his powers may be
exercised by the Vice Presidents, as shall be designated by the
President, or the Chairman, subject in either case to review and
superseding action by the Board of Directors.


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