BY-LAWS



                                       OF



                                      NABI



                                    ARTICLE I



                                     OFFICES



         The registered office shall be in the City of Wilmington, County of New

Castle, State of Delaware, and the name of the resident agent in charge thereof

is The Corporation Trust Company.



         The corporation may also have offices at such other places within or

without the State of Delaware as the Board of Directors may from time to time

appoint or the business of the corporation may require.



                                   ARTICLE II



                            MEETINGS OF STOCKHOLDERS



         SECTION 1. PLACE OF MEETINGS. All meetings of stockholders for any

purpose shall be held at such place, within or without the State of Delaware, as

shall be designated by the Board of Directors or the Chairman of the Board or

the President and stated in the notice of the meeting. The Board of Directors

may, in its sole discretion, determine that a meeting of stockholders shall not

be held in any place but shall instead be held solely by means of remote

communication. If authorized by the Board of Directors in its sole discretion,

and subject to such guidelines and procedures as the Board of Directors may

adopt, stockholders not physically present at a meeting of stockholders may, by

means of remote communication, participate in a meeting of stockholders and be

deemed present in person and vote at a meeting of stockholders whether such

meeting is to be held at a designated place or solely by means of remote

communication, provided that (a) the Board of Directors shall implement

reasonable measures to verify that each person deemed present and permitted to

vote at the meeting by means of remote communication is a stockholder, (b) the

Board of Directors shall implement reasonable measures to provide such

stockholders a reasonable opportunity to participate in the meeting and to vote

on matters submitted to the stockholders, including an opportunity to read or

hear the proceedings of the meeting substantially concurrently with such

proceedings, and (c) if any stockholder votes or takes other action at the

meeting by means of remote communication, a record of such vote or other action

shall be maintained by the corporation.







{PAGE}   2



         SECTION 2. ANNUAL MEETING. An annual meeting of the stockholders of the

corporation, 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 on such date and at such time as shall be fixed from time

to time by the Board of Directors and stated in the notice of the meeting.



         SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders may

be called by the Chairman of the Board, the President or by order of the Board

of Directors. Business transacted at any special meeting shall be confined to

the purpose or purposes stated in the notice of such meeting.



         SECTION 4. NOTICE OF MEETING. Whenever stockholders are required or

permitted to take any action at a meeting, a written notice of the meeting shall

be given which shall state the place, if any, date and hour of the meeting, the

means of remote communications, if any, by which stockholders may be deemed to

be present in person and vote at such meeting, and, in the case of a special

meeting, the purpose or purposes for which the meeting is called. Unless

otherwise required by law, the certificate of incorporation or these By-laws,

notice of the time and place of holding each annual meeting and each special

meeting of stockholders shall be given by the Secretary, not less than ten nor

more than sixty days before the meeting, to each stockholder of record entitled

to vote at such meeting.



         When a meeting is adjourned to another place, date or time, unless the

adjournment is for more than thirty days or a new record date is fixed for the

adjourned meeting, notice of the adjourned meeting need not be given if the

time, place, if any, thereof, and the means of remote communication, if any, by

which stockholders may be deemed to be present in person and vote at such

adjourned meeting are announced at the meeting at which the adjournment is

taken. At such adjourned meeting at which a quorum shall be present or

represented any business may be transacted which might have been transacted at

the meeting as originally called.



         SECTION 5. LIST OF STOCKHOLDERS. 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,

shall be prepared by the Secretary, who shall have charge of the stock ledger.

Nothing contained in this Section 5 shall require the corporation to include

electronic mail addresses or other electronic contact information on such list.

Such list shall be open to the examination of any stockholder, for any purpose

germane to the meeting, for a period of at least ten days prior to the meeting:

(i) on a reasonably accessible electronic network, provided that the information

required to gain access to such list is provided with the notice of the meeting,

or (ii) during ordinary business hours, at the principal place of business of

the corporation. In the event that the corporation determines to make the list

available on an electronic network, the corporation may take reasonable steps to

ensure that such information is available only to stockholders of the







                                       2

{PAGE}   3



corporation. If the meeting is to be held at a place, then the list shall 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. If the meeting

is to be held solely by means of remote communication, then the list shall also

be open to the examination of any stockholder during the whole time of the

meeting on a reasonably accessible electronic network, and the information

required to access such list shall be provided with the notice of the meeting.

Except as otherwise provided by law, the stock ledger shall be the only evidence

as to who are the stockholders entitled to examine the stock ledger, the list of

stockholders or the books of the corporation, or to vote in person or by proxy

at any meeting of stockholders.



         SECTION 6. QUORUM. At any meeting of stockholders, the holders of

issued and outstanding shares of capital stock which represent a majority of the

votes entitled to be cast thereat, present in person or represented by proxy,

shall constitute a quorum for the transaction of business. If, however, such

quorum shall not be present or represented at any meeting of the stockholders,

then either the person presiding over the meeting or the stockholders entitled

to vote thereat, present in person or represented by proxy, shall have the power

to adjourn the meeting from time to time until a quorum shall be present or

represented.



         SECTION 7. VOTING. At any meeting of the stockholders, every

stockholder having the right to vote shall be entitled to vote in person, or by

proxy appointed by an instrument in writing subscribed by such stockholder and

bearing a date not more than eleven months prior to said meeting. When a quorum

is present at any meeting, a plurality of the votes properly cast for election

to the Board of Directors and a majority of the votes properly cast on any

question other than election to the Board of Directors shall decide the question

unless the question is one upon which by express provision of law or of the

certificate of incorporation or of these By-laws a different vote is required,

in which case such express provision shall govern and control the decision of

such question.



         SECTION 8.  FIXING OF RECORD DATE.



         (a) In order that the corporation may determine the stockholders

entitled to notice of or to vote at any meeting of stockholders or any

adjournment thereof, or entitled to receive payment of any dividend or other

distribution or allotment of any rights, or entitled to exercise any rights in

respect of any change, conversion or exchange of stock or for the purpose of any

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