BOMBARDIER SERVICES AMERICA CORPORATION

                                     BY-LAWS

                            ARTICLE I - STOCKHOLDERS

         1. Annual and Special Meetings. The annual meeting of stockholders for
the election of directors and for the transaction of any other business which
may properly come before the meeting shall be held each year on a business day
and at a time designated by the Board of Directors. Special meetings of
stockholders may be called by resolution of the Board of Directors or by the
Chairman of the Board or the President and shall be called at any time by the
Chairman of the Board or the President or the Secretary at the request in
writing of stockholders owning a majority in amount of the entire capital stock
of the Corporation issued and outstanding and who would be entitled to vote at
such meeting. Such request shall state the purpose or purposes of the proposed
meeting.

         2. Place of Meetings. The annual and special meetings of stockholders
shall be held at the principal place of business of the Corporation, or at such
other place as shall be determined from time to time by the Board of Directors,
within or without the State of Delaware, except as otherwise specifically
required by statute. The place at which any meeting is to be held shall be
specified in the notice calling such meeting.

         3. Notice of Meetings. Except as otherwise expressly provided by
statute, notice of the place, date, hour and purpose or purposes of the annual
and any special meeting of stockholders shall be in writing and signed by the
Chairman of the Board or the President or any Vice President, or the Secretary
or other person lawfully calling said meeting; a copy thereof shall be served,
either personally or by mail, at least ten and no more than sixty days before
the meeting, upon each stockholder of record entitled to vote at such meeting
and to any stockholder who, by reason of any action proposed at such meeting,
would be entitled to have his stock appraised if such action were taken. If
mailed, such notice shall be directed to a stockholder at his address as it
appears on the records of the corporation. Notice by mail shall be deemed to be
given when deposited, with postage thereon prepaid, in the United States mails.
If a meeting is adjourned to another time, not more than thirty days thereafter,
and/or to another place, and if an announcement of the adjourned time and/or
place is made at the meeting, it shall not be necessary to give notice of the
adjourned meeting unless, after adjournment, a new record date is fixed for the
adjourned meeting.

         4. Stockholder List. The officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city or other municipality or community where the

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