BYLAWS

                                       OF

                           TB WOOD'S ENTERPRISES, INC.



                             ADOPTED OCTOBER 1, 1999



                                    ARTICLE I

                                  STOCKHOLDERS



     SECTION 1. ANNUAL MEETING.



     An annual meeting of the stockholders, for the election of directors to

succeed those whose terms expire and for the transaction of such other business

as may properly come before the meeting, shall be held at such place, on such

date, and at such time as the Board of Directors shall each year fix, which date

shall be within thirteen months subsequent to the later date of incorporation or

the last annual meeting of shareholders.



     SECTION 2. SPECIAL MEETINGS.



     Special meetings of the stockholders, for any purpose or purposes

prescribed in the notice of the meeting, may be called by the Board of

Directors, the Chairperson or the President or as otherwise provided by law or

the Certificate of Incorporation and shall be held at such place within

Delaware, on such date, and at such time as they or he or she shall fix, and a

majority of the stockholders may call a special meeting in accordance with

Section 4 Article II of the Bylaws.



     SECTION 3. NOTICE OF MEETING.



     Written notice of the place, date and time of all meetings of the

stockholders shall be given, not less than ten nor more than sixty days before

the date on which the meeting is to be held, to each stockholder entitled to

vote at such meeting, except as otherwise provided herein or required by law

(meaning, here and hereinafter, as required from time to time by the Delaware

General Law of the Certificate of Incorporation of the Corporation.



     When a meeting is adjourned to another place, date or time, written notice

need not be given of the adjourned meeting if the place, date and time thereof

are announced at the meeting at which the adjournment is taken; provided,

however, that if the date of any adjourned meeting is more than thirty days

after the date for which the meeting was originally noticed, or if a new record

date is fixed for the adjourned meeting, written notice of the place, date, and

time of the adjourned meeting shall be given in conformity herewith. At any

adjourned meeting, any business may be transacted which might have been

transacted at the original meeting.



     SECTION 4. QUORUM.



     At any meeting of the stockholders, the holders of a majority of all of the

shares of the stock entitled to vote at the meeting, present in person or by

proxy, shall constitute a quorum for



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all purposes, unless or except to the extent that the presence of a larger

number may be required by law.



     If a quorum shall fail to attend any meeting, the Chairperson of the

meeting or the holders of a majority of the shares of the stock entitled to vote

who are present, in person or by proxy, may adjourn the meeting to another place

within Delaware, date, or time.



     If a notice of any adjourned special meeting of stockholders is sent to all

stockholders entitled to vote thereat, stating that it will be held with those

present constituting a quorum, then except as otherwise required by law, those

present at such adjourned meeting shall constitute a quorum, and all matters

shall be determined by a majority of the votes cast at such meeting.

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