BY-LAWS



                                       OF



                               LIMCO-PIEDMONT INC.

                             a Delaware corporation

                               (the "Corporation")





                                    ARTICLE I



                                     OFFICES



         Section  1.01.   REGISTERED   OFFICE.  The  registered  office  of  the

Corporation in the State of Delaware shall be 2711 Centerville  Road, Suite 400,

Wilmington,  Delaware 19808; and the name of the registered agent of the Company

in the State of Delaware at such address is Corporation Service Company.



         Section 1.02.  OTHER OFFICES.  The Corporation may also have offices at

such other places as the Board of Directors  may from time to time  determine or

the business of the Corporation may require.



                                   ARTICLE II



                            MEETINGS OF STOCKHOLDERS



         Section 2.01.  GENERAL.  All meetings of the stockholders shall be held

at such place either  within or without the State of  Delaware,  as the Board of

Directors shall determine prior to the mailing of the notice of such meeting.



         Section 2.02.  ANNUAL  MEETING.  The  Corporation  shall hold an annual

meeting of  stockholders  at a time  fixed by the  action of the  members of the

Board of Directors.  The purposes for which the annual meeting is to be held, in

addition to those prescribed by the Certificate of  Incorporation,  shall be for

electing  directors  and for such other  purposes as shall be  specified  in the

notice for the meeting  pursuant to Section 2.04 below, and only business within

such purposes may be conducted at the meeting. In the event an annual meeting is

not held at the time fixed in  accordance  with these By-Laws or the time for an

annual  meeting is not fixed in accordance  with these By-Laws to be held within

13 months after the last annual meeting was held, the  Corporation may designate

a special  meeting held  thereafter  as a special  meeting in lieu of the annual

meeting, and the meeting shall have all of the effect of an annual meeting.



         Section 2.03.  SPECIAL  MEETINGS.  Special meetings of the stockholders

may be called (i) by the President or by the Board of Directors,  or (ii) by the

Secretary,  or in case of the  death,  absence,  incapacity  or  refusal  of the

Secretary,  by another  officer,  if the holders of at least 25%, or such lesser

percentage  as the  Certificate  of  Incorporation  permits,  of all  the  votes

entitled  to be cast on any  issue  to be  considered  at the  proposed  special

meeting sign, date, and deliver to the



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Secretary one or more written demands for the meeting describing the purpose for

which it is to be held and such purpose  satisfies the  requirements  of Section

2.04  below.  Only  business  within the purpose or  purposes  described  in the

meeting notice may be conducted at a special meeting of stockholders.



         Section  2.04.   BUSINESS  OF  THE  MEETING.  At  any  meeting  of  the

stockholders,  only such business  shall be conducted as shall have been brought

before the meeting (a) by or at the  direction  of the Board of Directors or the

President of the Corporation,  or (b) by any stockholder who is a stockholder of

record at the time of giving of the notice  provided  for in this  Section,  who

shall be  entitled  to vote at such  meeting  and who  complies  with the notice

procedures set forth in this Section. For business to be properly brought before

a stockholder  meeting by a stockholder,  the stockholder must have given timely

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