BYLAWS



                                       OF



                              TB WOOD'S CORPORATION

                             A DELAWARE CORPORATION



                                   ARTICLE I.

                                     OFFICES



     Section 1. Registered Office. The registered office shall be at the office

of Corporation Service Company in the City of Wilmington, County of New Castle,

State of Delaware.



     Section 2. Other Offices. The corporation may also have offices at such

other places both within and without the State of Delaware 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 1. Annual Meeting. An annual meeting of the stockholders for the

election of directors shall be held at such place either within or without the

State of Delaware as shall be designated on an annual basis by the Board of

Directors and stated in the notice of the meeting. Meetings of stockholders for

any other purpose may be held at such time and place, within or without the

State of Delaware, as shall be stated in the notice of the meeting or in a duly

executed waiver of notice thereof. Any other proper business may be transacted

at the annual meeting.



     Section 2. Notice of Annual Meeting. Written notice of the annual meeting

stating the place, date and hour of the meeting shall be given to each

stockholder entitled to vote at such meeting not less than ten nor more than

sixty days before the date of the meeting.



     Section 3. Voting List. The officer who has charge of the stock ledger of

the corporation shall prepare and make, or cause a third party to prepare and

make, at least ten days before every meeting of stockholders, a complete list of

the stockholders entitled to vote at the meeting, 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 where the meeting is to be held, which place

shall be specified in the notice of the meeting, or, if not so specified, at the

place where the meeting is to be held. The list shall also be produced and kept

at the time and place of the meeting during the whole time thereof, and may be

inspected by any stockholder who is present.



{PAGE}



     Section 4. Special Meetings. Special meetings of the stockholders of this

corporation, for any purpose or purposes, unless otherwise prescribed by statute

or by the Certificate of Incorporation, shall be called by the Chief Executive

Officer, President or Secretary at the request in writing of a majority of the

members of the Board of Directors, the Chief Executive Officer, the President or

holders or 10% of all outstanding stock of this corporation then entitled to

vote, and may not be called absent such a request. Such request shall state the

purpose or purposes of the proposed meeting.



     Section 5. Notice of Special Meetings. As soon as reasonably practicable

after receipt of a request as provided in Section 4 of this Article II, written

notice of a special meeting, stating the place, date (which shall be not less

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