DYNCORP BY-LAWS                Amended 2/23/99

                                    ARTICLE I

                                     Office

Section  1. The  registered  office of the  Corporation  shall be in the City of
Wilmington,  County  of New  Castle,  State  of  Delaware,  and the  name of the
resident agent is The Company Corporation.

Section 2. The  Corporation  may also have offices in the Reston area of Fairfax
County,  Commonwealth  of Virginia,  and at such other places  either  within or
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

                             Stockholders' Meetings

Section 1. All meetings of the  stockholders for the election of directors shall
be held at the office of the  Corporation in the Reston area of Fairfax  County,
Virginia,  or at such other place either within or without the State of Delaware
as may be fixed  from time to time 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 place and time as shall be stated in the  notice of the  meeting or
in a duly executed waiver of notice thereof.

Section 2. An annual meeting of stockholders  shall be held on the second Monday
of May in each year if not on a legal  holiday,  and if a legal  holiday then on
the next secular day  following,  at 1:30 p.m. or at such other date and/or time
as shall be  designated  by the Board of  Directors  and stated in the notice of
meeting,  at which they shall elect  directors by a plurality  vote and transact
such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting or any special  meeting shall be
served  upon or mailed to each  stockholder  entitled  to vote  thereat  at such
address as appears on the books of the  Corporation,  except as  provided by the
statutes or these By-Laws, at least ten days prior to the meeting.

Section 4. At least ten days before every election of directors, a complete list
of  stockholders  entitled to vote at said  election,  arranged in  alphabetical
order,  with the  address of each and the number of voting  shares held by each,
shall be prepared by the  Secretary.  Such list shall be open at the place where
the election is to be held,  during ordinary  business hours, for said ten days,
to the  examination of any  stockholder  for any purpose germane to the meeting,
and shall be  produced  and kept at the time and place of  election  during  the
whole time thereof and subject to the inspection of any  stockholder  who may be
present.

Section 5. Special  meetings of the  stockholders,  for any purpose or purposes,
unless otherwise  prescribed by statute or by the Certificate of  Incorporation,
may be called by the Chairman of the Board or the  President and shall be called
by the  President  or  Secretary  at the request in writing of a majority of the
Board of  Directors  or at the  request  in  writing  of  stockholders  owning a
majority in amount of the entire  capital  stock of the  Corporation  issued and
outstanding  and  entitled  to vote.  Such  request  shall  state the purpose or
purposes of the proposed meeting.

Section 6. Business  transacted at all special meetings shall be confined to the
objects stated in the notice.

Section 7. The holders of at least one-third of the stock issued and outstanding
and entitled to vote thereat,  present in person or represented by proxy,  shall
be requisite and shall  constitute a quorum at all meetings of the  stockholders
for the  transaction of business  except as otherwise  provided by statute,  the
Certificate of Incorporation,  or these By-Laws. If, however,  such quorum shall
not  be  present  or  represented  at  any  meeting  of  the  stockholders,  the
stockholders  entitled  to vote  thereat,  present in person or  represented  by
proxy, shall have power to adjourn the meeting from time to time, without notice
other  than  announcement  at the  meeting,  until a quorum  shall be present or
represented.  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  notified.  If the adjournment is for more than thirty
days,  or if after the  adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

Section 8. When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having  voting power present in person or  represented  by
proxy and voting thereon shall decide any question  brought before such meeting,
unless the  question is one upon which by express  provision  of the statutes or
the  Certificate  of  Incorporation,  or  these  By-Laws,  a  different  vote is
required,  in which case such  express  provision  shall  govern and control the
decision of such question.

Section 9. At any  meeting of the  stockholders,  every  stockholder  having the
right to vote thereat 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 three years prior to said meeting, unless said instrument provides
for a longer  period.  Each  stockholder  shall  have one vote for each share of
stock  having  voting  power,  registered  in  his  name  on  the  books  of the
Corporation,  and except where the transfer books of the Corporation  shall have
been  closed  or a  date  shall  have  been  fixed  as a  record  date  for  the
determination of its  stockholders  entitled to vote, no share of stock shall be
voted on at any election of directors  which shall have been  transferred on the
books of the  Corporation  within  twenty days next  preceding  such election of
directors.  At the elections of directors of the  Corporation,  each stockholder
having  voting  power  shall be entitled  to  exercise  the right of  cumulative
voting, if any, as provided in the Certificate of Incorporation.

Section 10.  Unless  otherwise  provided by the statutes or the  Certificate  of
Incorporation,  whenever the vote of stockholders is required or permitted to be
taken  in  connection  with  any  corporate  action,  the  meeting  and  vote of
stockholders  may be dispensed with, if the holders of outstanding  stock having
not less than the minimum  number of votes that would be  necessary to authorize
or take such action if such meeting and vote were held shall  consent in writing
to such  corporate  action  being  taken.  Prompt  notice  of the  taking of the
corporate action without a meeting by less than unanimous  written consent shall
be given to those stockholders who have not consented in writing.


                                   ARTICLE III

                                    Directors

Section 1. Subject to the provision of the  Certificate  of  Incorporation,  the
number of directors of the Corporation shall not be less than nine (9), nor more
than twelve (12),  the exact number of directors to be  determined  from time to
time by resolution of a majority of the whole Board of Directors, and such exact
number shall be nine (9) until  otherwise  determined by  resolution  adopted by
affirmative vote of a majority of the whole Board of Directors. As used in these
By-Laws,  the term "whole  Board" means the total number of directors  which the
Corporation would have if there were no vacancies.  The Board of Directors shall
be  divided  into three  classes,  as nearly  equal in number as the  then-total
number of  directors  constituting  the whole  Board  permits,  with the term of
office of one class  expiring  each year.  The initial  term of directors of the
first class shall expire at the next succeeding annual meeting, the initial term
of directors of the second  class shall expire at the second  succeeding  annual
meeting,  and the initial  term of  directors of the third class shall expire at
the third succeeding annual meeting.  Thereafter at the conclusion of each term,
each class of  nominated  directors  shall stand for  election  for a three-year
term. If the number of directors is changed,  any increase or decrease  shall be
apportioned  among the classes so as to maintain the number of directors in each
class as nearly  equal as  possible,  and any  additional  director of any class
elected to fill a vacancy  resulting  from an  increase in such class shall hold
office for a term that shall coincide with the remaining term of that class, but
in no case will a decrease  in the number of  directors  shorten the term of any
incumbent  director.  A director  shall hold office until the annual meeting for
the year in which his term expires and until his successor  shall be elected and
shall  qualify,  subject,  however,  to prior  death,  resignation,  retirement,
disqualification  or  removal  from  office;  provided  further  that the policy
regarding  mandatory  retirement  of  directors  shall  be as  established  by a
majority of the whole Board of Directors,  and any incumbent  director  reaching
any mandatory  retirement age last established prior to his most recent election
to the Board of  Directors  shall be eligible to serve only  through the date he
attains such mandatory  retirement age (regardless of the remaining term of such
incumbent director's class).

Section 2. Any vacancy on the Board of  Directors  that results from an increase
in the number of  directors  may be filled by a majority  of the whole  Board of
Directors,  and any other  vacancy  occurring in the Board of  Directors  may be
refilled  by a majority of the whole Board of  Directors,  although  less than a
quorum, or by a sole remaining director.  Any director elected to fill a vacancy
not  resulting  from an increase in the number of directors  shall have the same
remaining term as that of his predecessor.

Section 3. The  property,  business,  and  affairs of the  Corporation  shall be
managed by or under the direction of its Board of Directors,  which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute,  the Certificate of Incorporation,  or these By-Laws directed or
required to be exercised or done by the stockholders.

                             Committees of Directors

Section 4. The Board of Directors at its first meeting after each annual meeting
of the stockholders shall designate three or more of its members, to include the
Chairman of the Board and the Chief  Executive  Officer,  if the Chief Executive
Officer  is a member  of the  Board  of  Directors,  who  shall  constitute  the
Executive  Committee of the Board of Directors.  The Executive  Committee  shall
have and may  exercise  all of the  powers of the Board of  Directors  as may be
lawfully  delegated  in  the  management  of the  business  and  affairs  of the
Corporation and shall have the power to authorize the seal of the Corporation to
be affixed to all  papers  which may  require  it.  The Board of  Directors  may
designate  one or more of its  members as  alternate  members  of the  Executive
Committee,  who may replace any absent or disqualified  member at any meeting of
the Executive  Committee.  In the absence or disqualification of a member of the
Executive  Committee,  the member or members  thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously  appoint  another  member  of the Board of  Directors  to act at the
meeting  in the  place of any  such  absent  or  disqualified  member;  provided
however,  that in no event shall the Executive  Committee  have the authority to
consider or act upon matters concerning United States Government security.

Section 5. The Board of Directors may, by resolution or resolutions  passed by a
majority  of the  whole  Board,  designate  one or  more  additional  committees
consisting of two or more of the directors of the  Corporation.  Such additional
committee or  committees  shall have and may exercise such powers and shall have
such names as are provided in said resolution or resolutions.

Section 6. The committees  shall keep regular  minutes of their  proceedings and
report the same to the Board when required.

                               Advisory Directors

Section  7.  The  Board  of  Directors  may  appoint  advisory  directors  whose
experience and knowledge would be useful to the Board,  said advisory  directors
to be  former  members  of the  Board or  current  stockholders.  Such  advisory
directors  shall be no more than four in number and shall serve at the  pleasure
of the Board,  with terms  expiring as of each annual  meeting of  stockholders.
Advisory directors shall be given notice of and may attend meetings of the Board
of  Directors  but shall not be  considered  members of the Board of  Directors.
Advisory  directors  shall  have no right to vote and  shall not be  counted  in
determining whether a quorum is present at any meeting. Advisory directors shall
not  be  charged  with  responsibilities,  nor  shall  they  be  subject  to the
liabilities of directors.  An advisory  director may be appointed as an advisory
member of any committee of the Board.

                Compensation of Directors and Advisory Directors

Section 8.  Directors  or  advisory  directors,  as such,  shall not receive any
stated salary for their services but, by resolution of the Board, may be allowed
an annual  retainer  fee and/or a fixed sum for  attendance  at each  regular or
special meeting of the Board, together with any expenses of attendance; provided
that  nothing  herein  contained  shall be construed to preclude any director or
advisory  director  from  serving  the  Corporation  in any other  capacity  and
receiving compensation therefor.

Section 9. Members of special or standing  committees  may, by resolution of the
Board,  be  allowed  an annual  retainer  fee  and/or a fixed sum for  attending
committee meetings, together with any expenses of attendance.


                              Meetings of the Board

Section  10.  The first  meeting  of the Board  after  each  annual  meeting  of
stockholders  shall be held at such time and place either  within or without the
State of  Delaware  as shall  be  fixed by the vote of the  stockholders  at the
annual meeting or by the Board of Directors prior to the annual meeting,  and no
notice of such  meeting  shall be necessary  to the newly  elected  directors in
order legally to constitute the meeting,  provided a quorum shall be present, or
they may meet at such place and time as shall be fixed by the consent in writing
of all the directors.

Section 11.  Regular  meetings of the Board may be held  without  notice at such
time and place either within or without the State of Delaware as shall from time
to time be determined by the Board.

Section 12.  Special  meetings of the Board may be called by the Chairman of the
Board  or by  the  President  on one  day's  notice  to  each  director,  either
personally or by mail or by telegram;  special  meetings  shall be called by the
Chairman of the Board or the  President  or the  Secretary in like manner and on
like notice on the written request of two directors.

Section 13. At all meetings of the Board, the presence of four directors, or, if
fewer,  a majority of the whole Board,  shall be  necessary  and  sufficient  to
constitute a quorum for the  transaction of business,  and the act of a majority
of the directors  present at any meeting at which there is a quorum shall be the
act of the Board of  Directors,  except as  otherwise  specifically  provided by
statute,  the Certificate of Incorporation,  or these By-Laws. If a quorum shall
not be present at any meeting of directors,  the directors  present  thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

Section 14. Unless  otherwise  restricted by the Certificate of Incorporation or
these  By-Laws,  any action  required or permitted to be taken at any meeting of
the  Board of  Directors  or of any  committee  thereof  may be taken  without a
meeting,  if all members of the Board or committee,  as the case may be, consent
thereto in writing,  and the  writing or writings  are filed with the minutes of
proceedings of the Board or committee.

Section 15. Unless  otherwise  restricted by the Certificate of Incorporation or
these  By-Laws,  members  of the  Board  of  Directors,  or any  committee,  may
participate in a meeting of the Board of Directors,  or any committee,  by means
of conference  telephone or similar  communications  equipment by means of which
all  persons  participating  in the  meeting  can  hear  each  other,  and  such
participation in a meeting shall constitute presence in person at the meetings.


                                   ARTICLE IV

                      Reimbursement and Indemnification of
                   Officers, Directors, and Advisory Directors

Section 1. The  Corporation  shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil, criminal,  administrative,  arbitrative,  or
investigative  (other than an action by or in the right of the  Corporation)  by
reason  of the  fact  that he is or was or has  agreed  to  become  a  director,
advisory director,  officer, employee, or agent of the Corporation, or is or was
serving or has agreed to serve at the request of the  Corporation as a director,
advisory  director,   officer,   employee,  or  agent  of  another  corporation,
partnership,  joint venture,  trust,  or other  enterprise,  or by reason of any
action  alleged to have been taken or omitted in such  capacity,  against costs,
charges,  expenses (including  attorneys' fees),  judgments,  fines, and amounts
paid in settlement  actually and reasonably  incurred by him or on his behalf in
connection with such action, suit, or proceeding and any appeal therefrom, if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed  to the best  interests  of the  Corporation  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.  The  termination of any action,  suit, or proceeding by judgment,
order,  settlement,  or  conviction,  or upon a plea of nolo  contendere  or its
equivalent,  shall not, of itself,  create a presumption that the person did not
act in good faith and in a manner which he  reasonably  believed to be in or not
opposed  to the best  interests  of the  Corporation  or,  with  respect  to any
criminal action or proceeding,  had reasonable cause to believe that his conduct
was unlawful.

Section 2. The  Corporation  shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by  reason of the fact  that he is or was or has  agreed  to become a  director,
advisory director,  officer, employee, or agent of the Corporation, or is or was
serving or has agreed to serve at the request of the  Corporation as a director,
advisory  director,   officer,   employee,  or  agent  of  another  corporation,
partnership,  joint venture,  trust,  or other  enterprise,  or by reason of any
action  alleged to have been taken or omitted in such  capacity,  against costs,
charges,  and expenses  (including  attorneys'  fees)  actually  and  reasonably
incurred by him or on his behalf in connection with the defense or settlement of
such action or suit and any appeal therefrom, if he acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the Corporation,  except that no indemnification shall be made in respect of any
claim,  issue,  or matter as to which such person shall have been adjudged to be
liable  to the  Corporation  unless  and only to the  extent  that the  Court of
Chancery of Delaware or the court in which such action or suit was brought shall
determine upon application that,  despite the adjudication of such liability but
in view of all  the  circumstances  of the  case,  such  person  is  fairly  and
reasonably entitled to indemnity for such costs, charges, and expenses which the
Court of Chancery or such other court shall deem proper.

Section 3.  Notwithstanding the other provisions of these By-Laws, to the extent
that  a  director,  advisory  director,  officer,  employee,  or  agent  of  the
Corporation has been successful on the merits or otherwise,  including,  without
limitation,  the  dismissal of an action  without  prejudice,  in defense of any
action,  suit, or proceeding referred to in this Article IV or in defense of any
claim,  issue,  or matter  therein,  he shall be indemnified  against all costs,
charges,  and expenses  (including  attorneys'  fees)  actually  and  reasonably
incurred by him or on his behalf in connection therewith.

Section 4. Any  indemnification  under these By-Laws (unless ordered by a court)
shall  be  made  by  the  Corporation   unless  a  determination  is  made  that
indemnification of the director,  advisory director, officer, employee, or agent
is not  proper  in the  circumstances,  because  he has not  met the  applicable
standard of conduct set forth in these By-Laws.  Such  determination may be made
(1) by the Board of  Directors  by a  majority  vote of a quorum  consisting  of
directors  who were not parties to such action,  suit or  proceeding,  or (2) if
such  a  quorum  is  not  obtainable,  or,  even  if  obtainable,  a  quorum  of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion, or (3) by the stockholders.

Section 5. Costs,  charges, and expenses (including attorneys' fees) incurred by
a person referred to in this Article IV in defending a civil or criminal action,
suit, or  proceeding  shall be paid by the  Corporation  in advance of the final
disposition of such action,  suit, or proceeding;  provided,  however,  that the
payment of such costs,  charges,  and expenses incurred by a director,  advisory
director,  or officer in his  capacity  as a  director,  advisory  director,  or
officer (and not in any other capacity in which service was or is rendered while
a director,  advisory director,  or officer) in advance of the final disposition
of such  action,  suit,  or  proceeding  shall be made only upon  receipt  of an
undertaking by or on behalf of the director,  advisory  director,  or officer to
repay  all  amounts  so  advanced  in the  event  that it  shall  ultimately  be
determined  that he is not  entitled to be  indemnified  by the  Corporation  as
authorized  in this Article IV. Such costs,  charges,  and expenses  incurred by
other employees and agents maybe so paid upon such terms and conditions, if any,
as the Board of Directors deems appropriate.  The Board of Directors may, in the
manner set forth above, and upon approval of such director,  advisory  director,
officer,  employee,  or agent of the  Corporation,  authorize the  Corporation's
counsel to represent such person in any action, suit, or proceeding,  whether or
not the Corporation is a party to such action, suit, or proceeding.

Section 6. Any indemnification or advance of costs,  charges, and expenses under
these By-Laws shall be made promptly,  and in any event within 60 days, upon the
written request of the director, advisory director, officer, employee, or agent.
The right to  indemnification  or advances as granted by these  By-Laws shall be
enforceable by the director,  advisory director,  officer, employee, or agent in
any court of competent jurisdiction,  if the Corporation denies such request, in
whole or in part,  or if no  disposition  thereof is made  within 60 days.  Such
person's   costs  and  expenses   incurred  in  connection   with   successfully
establishing  his  right to  indemnification,  in whole or in part,  in any such
action shall also be  indemnified by the  Corporation.  It shall be a defense to
any such action (other than an action brought to enforce a claim for the advance
of costs,  charges,  and expenses  under  Section 5 of this Article IV where the
required  undertaking,  if any, has been received by the  Corporation)  that the
claimant has not met the standard of conduct set forth in these By-Laws, but the
burden of proving such defense shall be on the Corporation.  Neither the failure
of the  Corporation  (including its Board of Directors,  its  independent  legal
counsel,  and  its  stockholders)  to have  made a  determination  prior  to the
commencement of such action that the  indemnification  of the claimant is proper
in the circumstances,  because he has met the applicable standard of conduct set
forth in these By-Laws, or the fact that there has been an actual  determination
by the  Corporation  (including its Board of Directors,  its  independent  legal
counsel,  and its  stockholders)  that the claimant has not met such  applicable
standard  of conduct,  shall be a defense to the action or create a  presumption
that the claimant has not met the applicable standard of conduct.

Section 7. The rights of indemnity provided in these By-Laws shall not be deemed
exclusive,   and  the   Corporation   may,  by  contract,   the  Certificate  of
Incorporation,  vote of stockholders or disinterested  directors,  or otherwise,
further indemnify directors, advisory directors,  officers, employees, or agents
of the  Corporation to the full extent  permitted under the laws of the State of
Delaware or any other  applicable  laws, now or hereafter in effect,  both as to
matters in such person's  official capacity and as to action in another capacity
while  holding such office,  and the  provisions of these By-Laws shall inure to
the  benefit  of a person who has ceased to be a  director,  advisory  director,
officer,  employee,  or agent and to the  benefit of the heirs,  executors,  and
administrators  of such a person.  All  rights to  indemnification  under  these
By-Laws  shall be deemed  to be a  contract  between  the  Corporation  and each
director,  advisory director, officer, employee, or agent of the Corporation who
serves or served in such capacity at any time while these By-Laws are in effect.
Any repeal or  modification  of these By-Laws or any repeal or  modification  of
relevant  provisions  of the  Delaware  General  Corporation  Law  or any  other
applicable laws shall not in any way diminish any rights to  indemnification  of
such director, advisory director, officer, employee, or agent or the obligations
of the Corporation arising hereunder.

Section 8. The  foregoing  rights  shall be  available  in respect of any claim,
action, suit, or proceeding whether or not based upon matters which antedate the
adoption or amendment of these By-Laws.

Section 9. If this Article IV or any portion  hereof shall be invalidated on any
ground  by any  court of  competent  jurisdiction,  then the  Corporation  shall
nevertheless indemnify each director,  advisory director, officer, employee, and
agent of the Corporation as to costs,  charges,  expenses (including  attorneys'
fees),  judgments,  fines,  and amounts paid in  settlement  with respect to any
action,   suit,  or  proceeding,   whether  civil,   criminal,   administrative,
arbitrative,  or  investigative,  including  an action by or in the right of the
Corporation,  to the full extent  permitted by any  applicable  portion of these
By-Laws that shall not have been so invalidated and to the full extent permitted
by applicable law.


                                    ARTICLE V

                                     Notices

Section 1. Whenever,  under the provisions of the statutes,  the  Certificate of
Incorporation,  or these By-Laws, notice is required to be given to any director
or stockholder,  it shall not be construed solely to mean personal  notice,  but
such notice may be given in writing,  by mail, by depositing  the same in a post
office or letter box, in a post-paid sealed wrapper,  addressed to such director
or  stockholder at such address as appears on the books of the  Corporation  and
such notice  shall be deemed to be given at the time when the same shall be thus
mailed.

Section 2.  Whenever any notice is required to be given under the  provisions of
the statutes,  the  Certificate of  Incorporation,  or these  By-Laws,  a waiver
thereof in writing  signed by the person or  persons  entitled  to said  notice,
whether  before or after the time  stated  therein,  shall be deemed  equivalent
thereto.


                                   ARTICLE VI

                                    Officers

Section 1. The officers of the Corporation  shall be chosen by the Directors and
shall  include a  Chairman  of the  Board,  a  President,  a Vice  President,  a
Secretary,  a Treasurer and a General  Auditor.  The Board of Directors may also
choose  one  or  more  Executive  Vice  Presidents,  one  or  more  Senior  Vice
Presidents,  and additional Vice  Presidents,  and the Board of Directors or the
Chief Executive  Officer may also choose one or more Assistant Vice  Presidents,
Assistant Secretaries, and Assistant Treasurers. Two or more offices may be held
by the same person,  unless the  Certificate of  Incorporation  or these By-Laws
otherwise provide.

Section 2. The Board of Directors at its first meeting after each annual meeting
of the stockholders shall choose a Chairman of the Board from its members, and a
President, one or more Vice Presidents,  a Secretary,  and a Treasurer,  none of
whom need be a member of the Board.

Section 3. The Board may appoint such other officers and agents as it shall deem
necessary,  who shall hold their offices for such terms and shall  exercise such
powers and perform such duties as shall be  determined  from time to time by the
Board.

Section 4. The salaries of all officers,  other than assistant officers,  of the
Corporation shall be fixed by the Board of Directors.

Section 5. The  officers  of the  Corporation  shall  hold  office  until  their
successors  are  chosen and  qualify  in their  stead.  Any  officer  elected or
appointed  by  the  Board  of  Directors  may be  removed  at  any  time  by the
affirmative  vote of a majority of the whole Board of  Directors.  If any office
becomes vacant for any reason, the vacancy may be filled as provided above.

                            The Chairman of the Board

Section  6. The  Chairman  of the Board  shall  preside at all  meetings  of the
stockholders,   Board  of  Directors,  and  Executive  Committee  and  shall  be
ex-officio a member of all of the standing committees,  excepting, however, such
Audit  Committee or Committees as may be  established  by the Board of Directors
from time to time. He shall see that all votes and  resolutions of the Board are
carried into effect. He shall also perform such other duties as may from time to
time be assigned to him by the Board of Directors or the Executive Committee.

                    The President and Chief Executive Officer

Section  7.  The  President  shall  be  the  Chief  Executive   Officer  of  the
Corporation. He shall report to the Board of Directors and shall have active and
general  charge and  control of all affairs of the  Corporation.  He may execute
bonds,  mortgages,  and other contracts  requiring a seal, under the seal of the
Corporation,  except where  required by law to be otherwise  signed and executed
and except where the signing and execution thereof shall be expressly  delegated
by the Board of Directors to some other officer or agent of the Corporation.  He
shall also perform such other duties as the Executive  Committee or the Board of
Directors shall prescribe.

                                 Vice Presidents

Section 8. The Executive Vice President  shall,  subject to the direction of the
President,  be responsible for the operations of the  Corporation.  He shall, in
the absence or disability of the President,  perform the duties and exercise the
powers of the President  and shall  perform such other duties as the  President,
the Executive Committee, or the Board of Directors may prescribe.

Section  9.  The  Senior  Vice  Presidents  shall  perform  such  duties  as the
President,  the Executive  Committee,  the Board of Directors,  or the Executive
Vice President to whom they may report shall prescribe.

Section 10. The Vice Presidents shall perform such duties as the President,  the
Executive Committee,  the Board of Directors, or the Executive Vice President or
any Senior Vice  President to whom they may report  directly or  indirectly  may
prescribe.

                     The Secretary and Assistant Secretaries

Section  11.  The  Secretary  shall  attend  all  sessions  of the Board and all
meetings of the stockholders and record all votes and the minutes of proceedings
in a book to be kept for that  purpose  and shall  perform  like  duties for the
standing  committees when required.  He shall give, or cause to be given, notice
of all  meetings  of the  stockholders  and  special  meetings  of the  Board of
Directors,  and in his capacity as Secretary  shall perform such other duties as
may be  prescribed  by the Board of  Directors,  the  Executive  Committee,  the
Chairman of the Board,  or the  President.  He shall keep in a safe  custody the
seal of the Corporation and, when authorized by the Board, affix the same to any
instrument  requiring  it,  and,  when so  affixed,  it shall be attested by his
signature or by the signature of the  Treasurer or an Assistant  Secretary or an
Assistant  Treasurer or such other officer who may be so authorized by the Board
of Directors.

Section 12. The Assistant  Secretaries in the order designated from time to time
by the Secretary  shall, in the absence or disability of the Secretary,  perform
the duties and exercise the powers of the Secretary and shall perform such other
duties as the Board of Directors shall prescribe.

                     The Treasurer and Assistant Treasurers

Section  13. The  Treasurer  shall have the custody of the  corporate  funds and
securities and shall deposit all monies and other  valuable  effects in the name
and to the credit of the  Corporation in such  depositories as may be designated
by the Executive Committee or the Board of Directors.

Section 14. He shall disburse the funds of the  Corporation as may be ordered by
the  Executive   Committee  or  the  Board,  taking  proper  vouchers  for  such
disbursements,  and shall render to the President and the Board of Directors, at
the regular meetings of the Board or whenever they may require it, an account of
all  his  transactions  as  Treasurer  and of  the  financial  condition  of the
Corporation.

Section 15. If required by the Board of Directors, he shall give the Corporation
a bond (which shall be renewed every six years) in such sum and with such surety
or sureties as shall be satisfactory  to the Board for the faithful  performance
of the duties of his office and for the  restoration to the  Corporation in case
of his death,  resignation,  retirement,  or removal from office,  of all books,
papers,  vouchers,  money, and other property of whatever kind in his possession
or under his control belonging to the Corporation.

Section 16. The Assistant  Treasurers in the order of their seniority  shall, in
the absence or disability of the Treasurer,  perform the duties and exercise the
powers of the  Treasurer  and shall  perform such other duties as the  Executive
Committee or the Board of Directors shall prescribe.

                                 General Auditor

Section  17. The  General  Auditor  shall,  subject to  guidance  from the Audit
Committee of the Board of  Directors,  organize and maintain an effective  audit
program  for the  Corporation,  including  coordination  of the  internal  audit
activities of the Corporation with those of the independent  public  accountants
who are called upon to certify the  Corporation's  annual financial  statements.
The scope of the audit shall  encompass all of the  managerial,  administrative,
financial, and operational functions of the Corporation.


                                   ARTICLE VI

                              Certificates of Stock

Section 1. The  certificates of stock of the  Corporation  shall be numbered and
shall be entered in the books of the Corporation as they are issued.  They shall
exhibit  the  holder's  name and  number  of  shares  and shall be signed by the
Chairman of the Board or the President or a Vice  President and by the Treasurer
or an Assistant  Treasurer or the Secretary or an Assistant  Secretary.  In case
any officer,  transfer  agent,  or registrar  who has signed or whose  facsimile
signature  has been  placed  upon a  certificate  shall  have  ceased to be such
officer,  transfer agent, or registrar before such certificate is issued, it may
be issued by the  Corporation  with the same effect as if he were such  officer,
transfer  agent,  or  registrar  at the  date  of  issuance.  Any of or all  the
signatures on the certificate may be a facsimile.

                                Transfer of Stock

Section  2. Upon  surrender  to the  Corporation  or the  transfer  agent of the
Corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of succession,  assignment,  or authority to transfer,  it shall be the
duty of the  Corporation  to  issue  a new  certificate  to,  or to  cause  such
transaction to be  electronically  recorded in the name of, the person  entitled
thereto, cancel the old certificate, and record the transaction upon its books.

                            Closing of Transfer Books

Section  3. The  Board of  Directors  shall  have the  power to close  the stock
transfer  books  of the  Corporation  for a  period  not  exceeding  sixty  days
preceding the date of any meeting of stockholders or the date for payment of any
dividend or the date for the  allotment of rights or the date when any change or
conversion or exchange of capital stock shall go into effect or for a period not
exceeding  sixty days in connection  with obtaining the consent of  stockholders
for any purpose;  provided,  however, that in lieu of closing the stock transfer
books as  aforesaid,  the Board of  Directors  may fix in  advance  a date,  not
exceeding sixty days preceding the date of any meeting of  stockholders,  or the
date for the payment of any  dividend,  or the date for the allotment of rights,
or the date when any change or  conversion or exchange of capital stock shall go
into effect or a date in connection  with  obtaining  such consent,  as a record
date for the  determination  of the  stockholders  entitled to notice of, and to
vote at, any such meeting,  and any adjournment  thereof, or entitled to receive
payment of any such dividend,  or any such  allotment or rights,  or to exercise
the rights in respect of any such  change,  conversion,  or  exchange of capital
stock or to give such consent,  and in such case such stockholders and only such
stockholders  as shall be  stockholders  of record on the date so fixed shall be
entitled  to such notice of, and to vote at,  such  meeting and any  adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be,
notwithstanding  any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

                             Registered Stockholders

Section 4. The  Corporation  shall be  entitled to treat the holder of record of
any share or shares of stock as the  holder in fact  thereof  and,  accordingly,
shall not be bound to recognize  any  equitable or other claim to or interest in
such  share or shares on the part of any other  person,  whether or not it shall
have express or other notice thereof,  except as otherwise  provided by the laws
of Delaware.

                                Lost Certificate

Section 5. The Board of Directors may direct a new  certificate or  certificates
to be issued in place of any certificate or certificates  theretofore  issued by
the  Corporation  alleged to have been lost or destroyed,  upon the making of an
affidavit  of that fact by the person  claiming the  certificate  of stock to be
lost  or  destroyed.  When  authorizing  such  issue  of a  new  certificate  or
certificates,  the Board of Directors  may, in its discretion and as a condition
precedent to the issuance  thereof,  require the owner of such lost or destroyed
certificate or certificates, or his legal representative,  to advertise the same
in such manner as it shall  require  and/or give the  Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation  with  respect  to the  certificate  alleged  to have  been  lost or
destroyed.

                             Right of First Refusal

Section 6. As to any share of Common Stock issued on or after May 11, 1995, such
share may not be sold or  transferred  by the holder thereof to any third party,
other than (1) by descent or distribution, (2) by bona fide gift, or (3) by bona
fide sale  after the  holder  thereof  has first  offered in writing to sell the
share to the  corporation  at the same  price and under  substantially  the same
terms as apply to the intended sale and the  corporation  has failed or declined
in writing to accept such terms within 14 days of receipt of such written  offer
by the  Secretary of the  corporation  or has refused to proceed to a closing on
the  transaction  within a  reasonable  time  after such  acceptance;  provided,
however,  that the sale to the third party following such failure,  declination,
or refusal must be made on the same terms which were not previously  accepted by
the corporation and within 60 days following such event, or the corporation must
again be offered  such refusal  rights  prior to a sale of such share;  provided
further, however, that this Section shall not apply to (A) any transactions made
at current market price through the corporation's internal stock market; (B) any
transactions  made at any time while the Common Stock is listed for trading on a
national securities exchange or on the over-the-counter market; (C) sales to the
corporation's  Employee  Stock  Ownership  Plan;  or (D) shares  which have been
reissued to the holder in exchange  for shares  issued  prior to May 11, 1995 to
the extent such previously  issued shares were not subject to any right of first
refusal by the corporation or its shareholders.


                                   ARTICLE VII

                               General Provisions

                                    Dividends

Section 1. Dividends upon the capital stock of the  Corporation,  subject to the
provisions of the Certificate of  Incorporation,  if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property,  or in shares of the capital stock, subject to
the provisions of the Certificate of Incorporation.

Section 2.  Before  payment of any  dividend,  there may be set aside out of any
funds of the  Corporation  available for dividends such sum or sums as the Board
of Directors,  from time to time in its absolute discretion,  thinks proper as a
reserve  fund  to  meet  contingencies,  or  for  equalizing  dividends,  or for
repairing  or  maintaining  any property of the  Corporation,  or for such other
purpose as the Board shall think  conducive to the interest of the  Corporation,
and the Board may modify or abolish  any such  reserve in the manner in which it
was created.

                           Directors' Annual Statement

Section 3. The Board of Directors shall present at each annual meeting, and when
called  for  by  vote  of  the  stockholders  at  any  special  meeting  of  the
stockholders,  a full and clear  statement of the business and  condition of the
Corporation.

                                     Checks

Section 4. All checks or demands for money and notes of the Corporation shall be
signed by such  officer or officers or such other person or persons as the Board
of Directors may from time to time designate.

                                   Fiscal Year

Section 5. The fiscal year shall be the 52- or 53-week period ending on the last
Thursday  in  December,  effective  from and after  the  52-week  period  ending
December 30, 1999.

                                      Seal

Section  6. The  corporate  seal shall have  inscribed  thereon  the name of the
Corporation,  the  year of its  organization,  and the  words  "Corporate  Seal,
Delaware",  and said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.


                                  ARTICLE VIII

                                   Amendments

Section 1. These  By-Laws  may be altered,  amended,  or repealed at any regular
meeting of the  stockholders  or at any special  meeting of the  stockholders at
which a quorum is  present  or  represented,  provided  notice  of the  proposed
alteration,  amendment,  or repeal be  contained  in the notice of such  special
meeting,  by the affirmative vote of a majority of the stock entitled to vote at
such meeting and present or represented thereat, or by the affirmative vote of a
majority of the Board of Directors at any regular meeting of the Board or at any
special  meeting of the Board if notice of the proposed  alteration or repeal be
contained in the notice of such special meeting.