BY-LAWS
              		    OF
     		    E'TOWN CORPORATION


ARTICLE I


STOCKHOLDERS

		Section 1.  Annual Meeting.  A meeting of the stockholders of
the company shall be held annually in the State of New Jersey at
a location selected by the Chairman and approved by the Board of
Directors between the hours of eleven and twelve o'clock in the
forenoon, on the first Monday of May in each year, if not a
legal holiday, and if a legal holiday, then on the next
succeeding Monday not a legal holiday or at such other time and
place during regular business hours as may be fixed by the Board
of Directors, for the purpose of electing directors and for the
transaction of such other business as may be properly brought
before the meeting.

	  Written notice of the Annual Meeting, stating the day,
hour and place thereof, and the business to be transacted
thereat, shall be mailed at least 10 days prior to the meeting
to each stockholder of record at his address as the same appears
on the stock books of the company.  A failure to mail such
notice, or any irregularity in such notice, shall not affect the
validity of any annual meeting, or of any proceedings at any
such meeting. 

	  Section 2.  Notice of Stockholder Business.

(1)  At an annual meeting of the stockholders, only such
business shall be conducted as shall have been brought before
the meeting (a) pursuant to the company's notice of meeting, (b)
by or at the direction of the Board of Directors or (c) by any
stockholder of the company who is a stockholder of record at the
time of giving of the notice provided for in this By-law, who
shall be entitled to vote at such meeting and who complies with
the notice procedures set forth in this By-law. 

	(2)  For business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of
paragraph 1 of this By-law, the stockholder must have given
timely notice thereof in writing to the Secretary of the
company.  To be timely, a stockholder's notice must be delivered
to or mailed and received at the principal office of the company
not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the meeting is
changed by more than 30 days from such anniversary date, notice
by the stockholder to be timely must be received no later than
the close of business on the 10th day following the earlier of
the day on which notice of the date of the meeting was mailed or
public disclosure was made.  A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder
proposes to bring before the meeting (a) a brief description of
the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (b) the
name and address, as they appear on the company's books, of the
stockholder proposing such business, and the name and address of
the beneficial owner, if any, on whose behalf the proposal is
made, (c) the class and number of shares of the company which
are owned beneficially and of record by such stockholder of
record and by the beneficial owner, if any, on whose behalf the
proposal is made, together with documentary support for any
claim of beneficial ownership, and (d) any material interest of
such stockholder of record and the beneficial owner, if any, on
whose behalf the proposal is made in such business. 

	  (3)  Notwithstanding anything in these By-laws to the
contrary, no business shall be conducted at an annual meeting
except in accordance with the procedures set forth in this
By-law.  The Chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that business was
not properly brought before the meeting and in accordance with
the procedures prescribed by these By-laws, and if he should so
determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be
transacted.  Notwithstanding the foregoing provisions of this
By-law, a stockholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder with respect to the
matters set forth in this By-law. 

	  Section 3.  Special Meetings.  Special meetings of the
stockholders of the company may be held in the State of New
Jersey at a location selected by the Chairman and approved by
the Board of Directors, or at such other place as may be fixed
by the Board of Directors, whenever called in writing by the
Chairman, by a vote of the Board of Directors, or upon written
request addressed to the Secretary by stockholders holding at
least forty per cent (40%) of the capital stock.  Such request
shall state the purpose or purposes of the proposed meeting. 

	  Written notice of each special meeting, stating the
day, hour and place thereof, and the business to be transacted
thereat, shall be mailed at least 10 days prior to the meeting
to each stockholder of record at his address as the same appears
on the stock books of the company. Business transacted at any
special meeting of stockholders shall be limited to the purposes
stated in the notice.  

	  Section 4.  Quorum.  At any meeting of the
stockholders the holders of the majority of the capital stock
issued and outstanding, present in person or represented by
proxy, shall constitute a quorum for all purposes. 

	  If the holders of the amount of stock necessary to
constitute a quorum shall fail to attend in person or by proxy
at the time and place fixed by these By-laws for an annual
meeting, or fixed by notice as above provided for a special
meeting, a majority in interest of the stockholders present in
person or by proxy may adjourn, from time to time, until holders
of the amount of stock requisite to constitute a quorum shall
attend. 

	  Section 5.  Voting.  At each meeting of the
stockholders every stockholder shall be entitled to vote in
person, or by proxy appointed by instrument in writing,
subscribed by said stockholder or by his duly authorized
attorney, and delivered to the inspectors at the meeting; and
each stockholder shall have one vote for each share of capital
stock having voting powers standing registered in his name, but
no share of capital stock shall be voted on at any meeting which
has been transferred on the books of the company subsequent to
the record date fixed by the Board of Directors. 

	  All voting for election of Directors shall be by
ballot. 

	  At each meeting of the stockholders a full, true and
complete list in alphabetical order of all stockholders entitled
to vote at such meeting, and indicating the number of shares
held by each, certified by the Secretary or by the Treasurer,
shall be furnished for the inspection of any stockholder for
reasonable periods during the meeting. Only the persons in whose
names shares of capital stock stand on the books of the company,
as evidenced by the list of the stockholders so furnished, shall
be entitled to vote in person or by proxy on the shares so
standing in their names.

	  Section 6.  Inspectors.  At each meeting of the
stockholders the polls shall be opened and closed, the proxies
and ballots shall be received and taken in charge, and all
questions touching the qualifications of voters and the validity
of proxies and the acceptance or rejection of a voter, shall be
decided upon by one or more inspectors. The inspectors shall be
appointed by the Chairman of the meeting and the inspectors
shall be sworn to faithfully perform their duties, and shall, in
writing, certify the returns showing the result of the election
or ballot.  The inspectors may or may not be stockholders, but
any inspector may not be a candidate for the office of Director.
 In case of failure to appoint inspectors, the stockholders at
any meeting may elect an inspector or inspectors to act at the
meeting.  The Board of Directors may also appoint one or more
inspectors to discharge the duties set forth above in respect of
the qualification and tabulation of written consents of
stockholders without a meeting. 



ARTICLE II 

BOARD OF DIRECTORS 

	  Section 1.  Management of Company.  The property,
business, and affairs of the company shall be managed and
controlled by its Board of Directors. 

	  The Directors shall act only as a board and the
individual Directors shall have no power as such. 

	  Section 2.  Number, Term of Office and Qualifications
of Board.  The Board of Directors shall consist of eleven (11)
persons, subject to change from time to time by the Board of
Directors pursuant to a resolution adopted by a majority of the
total number of authorized

directors (whether or not there exist any vacancies in
previously authorized directorships at the time any such
resolution is presented to the Board for adoption). Directors
need not be stockholders.  No person who has reached age 72
shall stand for election or re-election as a Director. 

The term of office of the various Directors shall be
as provided in Article Fourth of the Corporation's Certificate
of Incorporation. 

	  Section 3.  Nominations of Directors.  (1)  Only
persons who are nominated in accordance with the procedures set
forth in these By-laws shall be eligible to serve as Directors. 
Nominations of persons for election to the Board of Directors of
the company may be made at a meeting of stockholders (a) by or
at the direction of the Board of Directors or (b) by any
stockholder of the company who is a stockholder of record at the
time of giving of notice provided for in this By-law, who shall
be entitled to vote for the election of Directors at the meeting
and who complies with the notice procedures set forth in this
By- law. 

	  (2)  Nominations by stockholders shall be made
pursuant to timely notice in writing to the Secretary.  To be
timely, a stockholder's notice shall be delivered to or mailed
and received at the principal office of the company (a) in the
case of an annual meeting, not less than 60 days nor more than
90 days prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the
date of the annual meeting is changed by more than 30 days from
such anniversary date, notice by the stockholder to be timely
must be so received not later than the close of business on the
10th day following the earlier of the day on which notice of the
date of the meeting was mailed or public disclosure was made,
and (b) in the case of a special meeting at which Directors are
to be elected, not later than the close of business on the 10th
day following the earlier of the day on which notice of the date
of the meeting was mailed or public disclosure was made.  Such
stockholder's notice shall set forth (a) as to each person whom
the stockholder proposes to nominate for election or reelection
as a Director all information relating to such person that is
required to be disclosed in solicitations of proxies for
election of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (including such person's written consent to
being named in the proxy statement as a nominee and to serving
as a Director if elected); (b) as to the stockholder giving the
notice (i) the name and address, as they appear on the company's
books, of such stockholder and (ii) the class and number of
shares of the company which are beneficially owned by such
stockholder and also which are owned of record by such
stockholder; and (c) as to the beneficial owner, if any, on
whose behalf the nomination is made, (i) the name and address of
such person, (ii) the class and number of shares of the company
which are beneficially owned by such person, and (iii)
documentary support for such claim of beneficial ownership.  At
the request of the Board of Directors, any person nominated by
the Board of Directors for election as a Director shall furnish
to the Secretary that information required to be set forth in a
stockholder's notice of nomination which pertains to the
nominee. 

	  (3)  Except as provided in Section 4 of this Article
II, no person shall be eligible to serve as a Director of the
company unless nominated in accordance with the procedures set
forth in this By-law.  The Chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures
prescribed by these By-laws, and if he should so determine, he
shall so declare to the meeting and the defective nomination
shall be disregarded. Notwithstanding the foregoing provisions
of this By-law, a stockholder shall also comply with all
applicable requirements of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder with
respect to the matters set forth in this By-law. 

	  Section 4.  Vacancies.  Whenever any vacancy shall
occur in the Board, including a vacancy caused by an increase in
the number of Directors, it may be filled by a majority of the
remaining Directors, even though less than a quorum. 

	  Section 5.  Place of Meeting.  The Directors may hold
their meetings, and keep the books of the company at the office
of the company in Westfield, New Jersey, or at such other place
or places as the Board from time to time may lawfully determine. 

	  Section 6.  Regular Meetings.  Regular meetings of the
Board of Directors shall be held monthly on the third Thursday
of each month, if not a legal holiday, and if a legal holiday,
then on the next succeeding Thursday not a legal holiday (or at
such other time as may be fixed by the Board of Directors).  No
notice shall be required for any such regular meetings of the
Board. 

	  Section 7.  Special Meetings.  Special meetings of the
Board of Directors shall be held whenever called by the
Chairman, President, or by not less than one-third of the
Directors for the time being in office. 

	  The Secretary shall give notice of each special
meeting by mailing the same at least two days before the meeting
or by telegraphing the same at least one day before the meeting
to each Director, but such notice may be waived by any Director.
 At any time at which every Director shall be present, even
though without notice, any business may be transacted. 

	  Section 8.  Quorum.  A majority of the Board of
Directors for the time being in office shall constitute a quorum
for the transaction of business, but if at any meeting of the
Board there be less than a quorum present a majority of those
present may adjourn the meeting from time to time until a quorum
shall be present. 

	  Section 9.  Committees.  The Board of Directors may
delegate, from time to time, to suitable committees any duties
that are required to be executed during the intervals between
the meetings of the Board, and such committee shall report to
the Board of Directors when and as required. 

	  Section 10.  Designation of Depositories.  The Board
of Directors shall designate the trust company, or trust
companies, bank or banks in which shall be deposited the money
or securities of the company. 

	  Section 11.  Contracts with Directors, etc. Inasmuch
as the Directors of this company are or may be persons of large
and diversified business interest, and are likely to be
connected with other corporations with which from time to time
this company must have business dealings, no material contract
or other transaction between this company and any other
corporation shall be affected by the fact that Directors of this
company are interested in, or are Directors or Officers of, such
other corporation. 

	  The Board of Directors in its discretion may submit
any contract or act for approval or ratification at any annual
meeting of the stockholders, or at any meeting of the
stockholders called for the purpose of considering any such act
or contract; and any contract or act that shall be approved or
be ratified by the vote of the holders of a majority of the
capital stock of the company which is represented in person or
by proxy at such meeting (provided that a lawful quorum of
stockholders be there represented in person or by proxy) shall
be valid and as binding upon the company and upon all the
stockholders as though it had been approved or ratified by every
stockholder of the company. 

	  Section 12.  Compensation of Directors.  For
attendance at any meeting of the Board of Directors or
participation in such meeting as provided in Section 13 hereof,
every Director may receive reasonable Director's fees to be
fixed by the Board for attendance at each meeting.  The Board
may provide for the payments to committee members of reasonable
fees for attendance at a meeting of a committee. 

	  Section 13.  Compensation of Officers and Employees. 
The compensation of all Officers shall be fixed by the Board of
Directors and of all employees not mentioned in these By-laws by
the Officer or Officers so authorized by the Board of Directors. 

	  Section 14.  Telephone Meetings.  Any regular or
special meeting of the Board or any committee may be held
entirely or partially by telephone conference call or similar
communication equipment provided that all members of the Board
or any committee are able to hear each other at one time. 





ARTICLE III 

OFFICERS 

	  Section 1.  Enumeration of, Election, Removal of. The
Officers of the company shall be a Chairman, President,
Secretary, Treasurer, and such other Officers as shall from time
to time be provided for by the Board of Directors. The Chairman
and President shall be Directors of the company and any one
person may hold any two or more of the offices enumerated above,
as the Board of Directors may provide.  The Officers of the
company shall be appointed at the first meeting of the Board of
Directors after the annual election of Director's, which may be
on the day of the annual election, and they shall hold office
for one year, and until

their respective successors shall have been duly appointed and
qualified, provided, however, that all Officers, agents and
employees of the company shall be subject to removal at any time
by the affirmative vote of a majority of the whole Board of
Directors.  In its discretion, the Board of Directors, by a vote
of the majority thereof, may leave unfilled for such period as
it may fix by resolution any office. 

	  Section 2.  Powers and Duties of Chairman.  The
Chairman shall preside at all meetings of the stockholders and
the Board of Directors.  He shall have general charge and
supervision of the business of the company.  He may sign and
execute all authorized bonds, debentures, contracts, notes or
obligations in the name of the company, and with the Treasurer,
and Assistant Treasurer, or Secretary, or Assistant Secretary,
may sign all certificates of the share in the capital stock of
the company.  He shall from time to time make such reports of
the affairs of the company as the Board of Directors may require
and shall annually present a report of the preceding year's
business to the Board of Directors, which report may be read at
the annual meeting of the stockholders.  He shall do and perform
such other duties as may be from time to time assigned to him by
the Board of Directors. 

	  Section 3.  Powers and Duties of President.  The
President shall possess the powers and may perform the duties of
the Chairman in his absence or disability.  He shall have charge
of the general management of the company under the supervision
of the Chairman.  He may sign and execute all authorized bonds,
debentures, contracts, and with the Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary, may sign all
certificates of the shares of the capital stock of the company. 
He shall do and perform such other duties as may be from time to
time assigned to him by the Board of Directors. 

	  Section 4.  Powers and Duties of Secretary.  The
Secretary shall keep the minutes of all meetings of the
stockholders and all meetings of the Board of Directors. He
shall attend to the giving and service of all notices of the
company; he may sign with the Chairman, President, Executive
Vice President or Vice President in the name of the company all
contracts authorized by the Board of Directors and when required
by the Board of Directors, or permitted by these By-laws he
shall affix the seal of the company thereto; he shall have
charge of all books and papers as the Board of Directors may
direct, all of which shall, at all reasonable times, be open to
the examination of any Director, upon application at the office
of the company during business hours; he may sign with the
Chairman, President, Executive Vice President or a Vice
President, all certificates of shares of capital stock; he shall
in general perform all of the duties incident to the office of
the Secretary, subject to the control of the Board of Directors
and shall do and perform such other duties as may from time to
time be assigned to him by the Board of Directors. 

	  Section 5.  Powers and Duties of Treasurer.  The
Treasurer shall have custody of all funds and securities of the
company; when necessary or proper, he shall endorse on behalf of
the company for collection, checks, notes and other obligations,
and shall deposit the same to the credit of the company in such
bank, or banks, or depository as the Board of Directors may
designate; he shall execute jointly with such other Officer as
may be designated by By-law or by resolution of the Board of
Directors, all bills of exchange and promissory notes of the
company; he may sign with the Chairman, President, Executive
Vice President, or a Vice President, all certificates of shares
in capital stock; whenever required by the Board of Directors,
he shall render a statement of his cash account; he shall
regularly in books of the company to be kept by him for the
purpose, keep a full and accurate amount of all moneys received
and paid by him on account of the company; he shall, at all
reasonable times, exhibit his books and accounts to any Director
of the company upon application at the office of the company
during business hours; he shall perform all acts incident to the
position of Treasurer, subject to the control of the Board of
Directors; and he shall have such other powers and he shall
perform such other duties as may be assigned to him by the Board
of Directors, from time to time.  He shall give bond for the
faithful performance of his duties as Treasurer as the Board of
Directors may direct. 

	  Section 6.  Indemnification of Directors and Officers.
 The company shall indemnify each Director or Officer of the
company and any person who, at the request of the company, has
served as a Director, Officer, or trustee of another corporation
in which the company has a financial interest against reasonable
costs, expenses and counsel fees paid or incurred (including any
judgments, fines or reasonable settlements exclusive of any
amount paid to the company in settlement) in connection with the
defense of any action, suit or proceeding in which such person
is named as a party by reason of having been such Director,
Officer, or trustee or by reason of any action taken or not
taken in such capacity unless such Officer, Director or trustee
is finally adjudged to have been derelict in the performance of
his duties as Director, Officer or trustee.  If any action, suit
or proceeding is settled or otherwise terminated as against such
Director, Officer or trustee without a final determination on
the merits and the Board of Directors of the company shall
determine that such Director, Officer or trustee has not in any
substantial way been derelict in the performance of his duties
as charged in such action, suit or proceeding, the company shall
indemnify such Director, Officer or trustee as aforesaid. 

	  Such rights of indemnification are not exclusive of
any rights to which a Director or Officer of the company may
have pursuant to statute or otherwise. 




ARTICLE IV 

CAPITAL STOCK 

	  Section 1.  Certificate of Shares.  Each holder of
capital stock of the company shall be entitled to a stock
certificate signed by the Chairman, President, or a Vice
President and either the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary, certifying the number
of shares owned by him in the company.  However, when the
certificate is signed by the transfer agent, or an assistant
transfer agent, or by a transfer clerk on behalf of the company
and a registrar, the signature of the Chairman, President, Vice
President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimiles. 

	  All certificates shall be consecutively numbered. The
name of the person owning the shares represented thereby, with
the number of such shares and the date of issue, shall be
entered in the company's books. 

	  No certificate shall be valid unless it is signed as
provided above in this Section 1 of Article IV of the By-laws. 

	  All certificates surrendered to the company shall be
canceled, and no new certificate shall be issued until the
former certificate shall have been surrendered and 
canceled, or such proof that the certificate has been lost,
damaged or destroyed as the Board of Directors may require and
in such event a new certificate may be issued, but the Board of
Directors may require such security as they deem appropriate. 

	  Section 2.  Transfer of Shares.  Shares in the capital
stock of the company shall be transferred on the books of the
company by the holder thereof in person, or by his attorney,
upon surrender and cancellation of certificates for a like
number of shares. 

	  Section 3.  Rules and Regulations as to Issue,
Transfer and Registration of Shares of Stock.  The Board of
Directors shall have power and authority to make all such rules
and regulations as they deem expedient concerning the issue,
transfer and registration of certificates for shares of the
capital stock of the company.  The Board of Directors may
appoint a transfer agent and registrar of transfers, and require
all stock certificates to bear the signature of such transfer
agent and of such registrar of transfers. 

	  Section 4.  Closing of Transfer Books.  The stock
transfer books may be closed for the meetings of the
stockholders, and for the payment of dividends, during such
periods as from time to time may be fixed by the Board of
Directors, and during such periods no stock shall be
transferrable. 

	  Section 5.  Fixing Date for Determination of
Stockholders' Rights.  (1)  The Board of Directors is authorized
from time to time to fix in advance a date as a record date for
the determination of the stockholders entitled to notice of and
to vote at any meeting of stockholders, or with regard to any
other corporate action or event, as provided in the New Jersey
Business Corporation Act, and in such case only stockholders of
record on the date so fixed shall be entitled to such notice of
and to vote at any such meeting, or to participate in or
otherwise be included with respect to any other corporate action
or event, and notwithstanding any transfer of any stock on the
books of the company after any such record date fixed as
aforesaid.  Any record date for determining stockholders
entitled to give a written consent to any action without a
meeting shall be fixed as provided in paragraph (2) of this
By-law. 

	  (2)  The Board of Directors may fix a record date for
determining the stockholders entitled to consent to corporate
action in writing without a meeting and may also
fix a date for tabulation of consents.  Such record date shall
not be more than 60 days before the date fixed for tabulation of
the consents or, if no date has been fixed for tabulation, more
than 60 days before the last day on which consents received may
be counted as provided by the New Jersey Business Corporation
Act.  Any stockholder of record seeking to have the stockholders
authorize or take corporate action by written consent shall, by
written notice to the Secretary, request the Board of Directors
to fix a record date and a date for tabulation of consents. If
no record date has been fixed by resolution of the Board of
Directors within 10 days of the date on which such a request is
received, the record date for determining stockholders entitled
to consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be
taken is delivered to the company by delivery to its principal
place of business to the attention of the Secretary.  Delivery
shall be by hand or by certified or registered mail, return
receipt requested.  If no record date has been fixed by the
Board of Directors and prior action by the Board of Directors is
required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date
on which the Board of Directors adopts the resolution taking
such prior action. If no date for the tabulation of consents has
been fixed by the Board of Directors within 10 days of the date
on which the request described above is received, such
tabulation shall be the 55th day after the record date fixed by
the Board of Directors (or otherwise established) pursuant to
this By-law; provided, however, that if such day falls on a
Saturday, Sunday or legal holiday, the tabulation date shall be
the next following day which is not a Saturday, Sunday or legal
holiday. 

	  (3)  In the event of the delivery to the company of a
written consent or consents purporting to authorize or take
corporate action and/or related revocations (each such written
consent and related revocation is referred to in this paragraph
as a "Consent"), the Secretary shall provide for the safekeeping
of such Consent and shall conduct such reasonable investigation
as such Officer deems necessary or appropriate for the purpose
of ascertaining the validity of such Consent and all matters
incident thereto, including, without limitation, whether the
holders of shares having the requisite voting power to authorize
or take the action specified in the Consent have given consent
and whether the corporate action purported to be authorized or
taken may legally be taken by the stockholders of the
company; provided,
however, that if the Board of Directors designates one or more
inspectors in connection with such matters as provided in
Article I, Section 6 of these By-laws, such inspectors shall
discharge the functions of the Secretary under this paragraph. 
Notwithstanding any tabulation of consents or investigation as
described above, the Consent shall not become effective as
stockholder action until (i) all requirements for notice to
non-consenting stockholders prescribed by the New Jersey
Business Corporation Action are met, and (ii) the final
termination of any proceedings which may have been commenced in
any court of competent jurisdiction for an adjudication of any
legal issue incident to determining the validity of the Consent
has occurred, unless such court shall have determined that such
proceedings are not being pursued expeditiously and in good
faith.  In conducting the investigation required by this
paragraph, the Secretary or the inspectors (as the case may be)
may, at the expense of the company, retain special legal counsel
and any other necessary or appropriate professional advisors,
and such other personnel as they may deem necessary or
appropriate, to assist them. 




ARTICLE V 

DIVIDENDS 

	  Section 1.  Dividends.  Dividends may be declared by
the Board of Directors from time to time as may be permitted by
the laws of the State of New Jersey, and shall be payable at
such times as the Board may determine. 



ARTICLE VI 

CHECKS, NOTES, CONTRACTS, ETC. 

	  Section 1.  Checks and Notes.  Payment shall be made
by checks or check voucher, all of which shall be signed by the
Chairman, or President and the Treasurer or Assistant Treasurer,
or by any two Officers of the company as the Board of Directors
may from time to time direct, except that the Board of Directors
may provide by resolution for special subsidiary checking
accounts and their manner of operation for payroll, dividend and
other purposes.  Bills receivable, drafts and other evidence of
indebtedness to the company, shall be endorsed for the purpose
of discount or collection by the Treasurer or Assistant
Treasurer, or such other Officer or Officers of the company as
the Board of Directors may from time to time by resolution
designate.  No bills or notes or other evidence of indebtedness
shall be executed by or on behalf of the company unless the
Board of Directors shall authorize the same.  Such authority may
be general or confined to specific instances. 

	  Section 2.  Contracts and Instruments.  The Board of
Directors may authorize any Officer or Officers, agent or
agents, to enter into any contract or execute and deliver any
conveyance or instrument in the name of and on behalf of the
company, and such authority may be general or confined to
specific instances. 

	  When the execution of any contract, conveyance or
other instrument has been authorized without specification of
the executing Officers, the Chairman, President, Secretary or
Treasurer may execute the same in the name and behalf of the
company and may affix the corporate seal and attest thereto,
unless otherwise directed or required by the Board of Directors,
or required by law. 



ARTICLE VII 

MISCELLANEOUS PROVISIONS 

	  Section 1.  Fiscal Year.  The fiscal year of the
company shall begin on the first day of January in each and
every year, and all accounts shall be brought up to the close of
the year. 

	 Section 2.  Principal Office.  The principal office of
this company shall be at 600 South Avenue, Westfield, New
Jersey, but the Board of Directors may at any regular or special
meeting change the place of such office, upon the adoption of a
resolution providing therefor by the votes of at least
two-thirds of its members. 

	  This company may have other offices at such places as
the Board of Directors shall designate and the business of this
company may require. 

	  Section 3.  Officers' Voting Stock.  The Chairman,
President, or a Vice President, shall have full power and
authority on behalf of this company to attend and act, and to
vote in person or by proxy at any meeting of stockholders of any
corporation in which this corporation may own and hold stock,
and at any such meeting shall possess and may exercise any and
all rights and powers incident to the ownership of such stock
and which, as the owner thereof, the company might have
possessed and exercised if present.  The Board of Directors, by
resolution, from time to time, may confer like powers upon any
person or persons. 




ARTICLE VIII 

CORPORATE SEAL 

	  Section 1.  The corporate seal of this company shall
be as shown by the following impression: 





ARTICLE IX 

AMENDMENT OF BY-LAWS 

	  Section 1.  These by-laws may be amended, altered or
repealed by the Board of Directors.