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                          LONGS DRUG STORES CORPORATION
                                     BY-LAWS


                                   ARTICLE I.

                                  STOCKHOLDERS


          SECTION 1.01.  ANNUAL MEETING.  The Corporation shall hold an annual
meeting of its stockholders to elect directors and transact any other business
within its powers, either at 10:30 a.m. on the third Tuesday of May in each year
if not a legal holiday, or at such other time on such other day falling in the
month of May as shall be set by the Board of Directors.  Except as the Charter
or statute provides otherwise, any business may be considered at an annual
meeting without the purpose of the meeting having been specified in the notice. 
Failure to hold an annual meeting does not invalidate the Corporation's
existence or affect any otherwise valid corporate acts.

          Section 1.02. SPECIAL MEETING.  At any time in the interval between
annual meetings, a special meeting of the stockholders may be called by the
Chairman of the Board, by the President or by a majority of the Board of
Directors by vote at a meeting or in writing (addressed to the Secretary of the
Corporation) with or without a meeting.  Special meetings of the stockholders
shall be called by the Secretary at the request of the stockholders only on the
written request of stockholders entitled


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to cast at least a majority of all the votes entitled to be cast at the 
meeting and then only as may be required by law.

          Section 1.03.  PLACE OF MEETINGS.  Meetings of stockholders shall be
held at such place in the United States as is set from time to time by the Board
of Directors.

          Section 1.04. NOTICE OF MEETING; WAIVER OF NOTICE.  Not less than ten
nor more than 90 days before each stockholders' meeting, the Secretary shall
give written notice of the meeting to each stockholder entitled to vote at the
meeting and each other stockholder entitled to notice of the meeting.  The
notice shall state the time and place of the meeting and, if the meeting is a
special meeting or notice of the purpose is required by statute, the purpose of
the meeting.  Notice is given to a stockholder when it is personally delivered
to him, left at his residence or usual place of business, or mailed to him at
his address as it appears on the records of the Corporation.  Notwithstanding
the foregoing provisions, each person who is entitled to notice waives notice if
he before or after the meeting signs a waiver of the notice which is filed with
the records of stockholders' meetings, or is present at the meeting in person or
by proxy.

          Section 1.05. QUORUM; VOTING.  Unless statute or the Charter provides
otherwise, at a meeting of stockholders the presence in person or by proxy of
stockholders entitled to cast a majority of all the votes, entitled to be cast
at the meeting constitutes a quorum, and a majority of all the votes cast at a


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meeting at which a quorum is present is sufficient to approve any matter which
properly comes before the meeting.

          Section 1.06. ADJOURNMENTS.  Whether or not a quorum is present, a
meeting of stockholders convened on the date for which it was called may be
adjourned from time to time by the stockholders present in person or by proxy by
a majority vote.  Any business which might have been transacted at the meeting
as originally notified may be deferred and transacted at any such adjourned
meeting at which a quorum shall be present.  No further notice of an adjourned
meeting other than by announcement shall be necessary if held on a date not more
than 120 days after the original record date.

          Section 1.07. GENERAL RIGHT TO VOTE; PROXIES.  Unless the Charter
provides for a greater or lesser number of votes per share or limits or denies
voting rights, each outstanding share of stock, regardless of class, is entitled
to one vote on each matter submitted to a vote at a meeting of stockholders.  In
all elections for directors, each share of stock may be voted for as many
individuals as there are directors to be elected and for whose election the
share is entitled to be voted.  A stockholder may vote the stock he owns of
record either in person or by written proxy signed by the stockholder or by his
duly authorized attorney in fact.  Unless a proxy provides otherwise, it is not
valid more than 11 months after its date.


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          Section 1.08. List OF STOCKHOLDERS.  At each meeting of stockholders,
a full, true and complete list of all stockholders entitled to vote at such
meeting, showing the number and class of shares held by each and certified by
the transfer agent for such class or by the Secretary, shall be furnished by the
Secretary.

          Section 1.09. NOMINATIONS OF DIRECTORS.  In addition to any other
requirements, only persons who are nominated in accordance with the following
procedures shall be eligible for election to the Board of Directors of the
Corporation.  Nominations of persons for election to the Board of Directors of
the Corporation shall be made at a meeting of stockholders at which directors
are to be elected exclusively in accordance with this Section.  Nominations of
persons for such elections shall be deemed properly made if (i) set forth in
proxy materials prepared for such a meeting by or at the direction of the Board
of Directors, (ii) made by a stockholder at such a meeting at the direction of
the Board of Directors, or (iii) made by a stockholder at such a meetings (other
than at the direction of the Board of Directors) if timely notice has been given
to the Secretary of the Corporation at the principal executive offices of the
Corporation of such intent to make a nomination.  To be timely, such
stockholder's notice must be received by the Corporation not less than 30 days
nor more than 60 days prior to the stockholder meeting; provided, however, that
if less than 40 days' notice or prior public disclosure of the date of the
stockholders' meeting is given or made to the stockholders


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by the Corporation, then notice by the stockholder of intent to make a 
nomination must be received by the Corporation no later than the close of 
business on the 10th day following the day on which the Corporation mailed 
the notice of the date of the meeting or public or otherwise made disclosure 
of such meeting date.

          Such shareholder's notice shall set forth (a) as to each person whom
the stockholder proposes to nominate for election as a director, (i) the name,
age, business address and residence address of such person, (ii) the principal
occupation or employment of the person, (iii) the class and number of shares of
the Corporation which are beneficially owned by such person, if any, and (iv)
any other information relating to such person which is required to be disclosed
in solicitations for proxies for election of directors pursuant to Regulation
14A under the Securities and Exchange Act of 1934, as amended, or any successor
act or Regulation; and (b) as to the stockholder giving the notice (i) the name
and record address of the stockholder and (ii) the class and number of shares of
the Corporation which are beneficially owned by the stockholder.  The
Corporation may require any proposed nominee to furnish such other information
as may be reasonably required by the Corporation to determine the qualifications
of such proposed nominee to serve as a director of the Corporation.

          No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 1.09.  These procedures shall not apply


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to the nomination of any persons entitled to be separately elected by holders 
of Preferred Stock.  The chairman of a stockholder meeting may, if the facts 
warrant, determine and declare to the meeting that a nomination has not been 
made in accordance with the foregoing procedure and that such defective 
nomination shall be disregarded.

          Section 1.10.  STOCKHOLDER PROPOSALS.  In addition to any other
requirements, any motions, resolutions, or proposals by stockholders
(hereinafter "proposals") made at a meeting of stockholders shall be exclusively
in accordance with this Section.  Proposals shall be deemed properly made if (i)
set forth in proxy materials prepared for such a meeting by or at the direction
of the Board of Directors, (ii) made by a stockholder at such a meeting at the
direction of the Board of Directors, or (iii) made by a stockholder at such a
meeting (other than at the direction of the Board of Directors) if timely notice
has been given to the Secretary of the Corporation at the principal executive
offices of the Corporation of such intent to make the proposal.  To be timely,
such stockholder's notice must be received by the Corporation not less than 30
days nor more than 60 days prior to the stockholder meeting; provided, however,
that if less than 40 days' notice or prior public disclosure of the date is
given or made to the stockholders by the Corporation, then notice by the
stockholder of,intent to make the proposal must be received by the Corporation
no later than the close of business on the 10th day following the


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day on which the Corporation mailed the notice of the date of the meeting or 
public disclosure of such meeting date.

          Such shareholder's notice shall set forth a brief description of any
proposal the stockholder intends to make, the reasons for bringing such proposal
before the meeting, the name and address of the stockholder, and the class and
number of shares of the Corporation which are beneficially owned by the
stockholder, and any material interest of the stockholder in the subject of the
proposal.

          No stockholder shall make a proposal at a stockholder meeting except
in accordance with the procedures set forth in this Section 1.10.  The chairman
of a stockholder meeting may determine and declare to the meeting that a
proposal has not been made in accordance with the foregoing procedure and that
such defective proposal shall be disregarded.

          Section 1.11.  CONDUCT OF VOTING.  At all meetings of stockholders,
unless the voting is conducted by inspectors, the proxies and ballots shall be
received, and all questions touching the qualification of voters and the
validity of proxies and the acceptance or rejection of votes shall be decided,
by the chairman of the meeting.  If demanded by stockholders, present in person
or by proxy, entitled to cast 10% in number of votes entitled to be cast, or if
ordered by the chairman of the meeting, the vote upon any election or question
shall be taken by ballot and, upon like demand or order, the voting shall be
conducted by two inspectors,


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in which event the proxies and ballots shall be received, and all questions 
touching the qualification of voters and the validity of proxies and the 
acceptance or rejection of votes shall be decided by such inspectors.  Unless 
so demanded or ordered, no vote need be by ballot and voting need not be 
conducted by inspectors.  The stockholders at any meeting may choose an 
inspector or inspectors to act at such meeting, and in default of such 
election the chairman of the meeting may appoint an inspector or inspectors.  
No candidate for election as a director at a meeting shall serve as an 
inspector thereat.

          Section 1.12.  INFORMAL ACTION BY STOCKHOLDERS. Any act required or
permitted to be taken at a meeting of stockholders may be taken without a
meeting if there is filed with the records of stockholders meetings a unanimous
written consent which sets forth the action and is signed by each stockholder
entitled to vote on the matter and a written waiver of any right to dissent
signed by each stockholder entitled to notice of the meeting but not entitled to
vote at it.

          Section 1.13.  VOTING BY CERTAIN HOLDERS OF STOCK.  Voting shall be
subject to the following provisions:

     (a)  A fiduciary may vote, either in person,or by proxy, stock registered
          in his name as fiduciary.  A fiduciary may vote, either in person or
          by proxy, stock registered in the name of another person on proof of
          the fact that legal title to the stock has devolved on him in a


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          fiduciary capacity and that he is qualified to act in that capacity.

     (b)  A stockholder of record who pledges his shares may vote them, but as
          between the pledgor and the pledgee, this subsection does not affect
          the validity of any agreement between them as to the giving of proxies
          or the exercise of voting rights.

     (c)  If stock is registered in the names of two or more persons, whether as
          fiduciaries, members of a partnership, joint tenants, tenants in
          common, tenants by the entirety, or otherwise, or if two or more
          persons have the same fiduciary relationship with respect to the same
          stock, unless the Secretary of the Corporation is given written notice
          to the contrary and is furnished with a copy of the instrument or
          order which so provides, their acts with respect to voting have the
          following effects:

          (1)  If only one votes, his vote binds all, and if more than one vote,
               the vote of the majority binds all.

          (2)  If more than one vote and the vote is evenly split on any
               particular matter, then (i) each faction may vote the stock in
               question proportionately unless otherwise provided by court
               order; or (ii) any person voting the stock or any beneficiary may
               apply to a court of competent jurisdiction to


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               appoint an additional person to act with the persons voting the
               stock and the stock shall then be voted as determined by a
               majority of those persons and the person appointed by the court.

          (d)  Shares standing in the name of another corporation, domestic or
               foreign, may be voted by such officer, agent or proxyholder as
               the By-Laws of such other corporation may prescribe or, in the
               absence of such provision, by such officer, agent or proxyholder
               as the Board of Directors of such other corporation may
               determine; or, in the absence of such determination, by the
               Chairman of the Board, President or any Vice-President of such
               other corporation, or by any other person or proxyholder
               authorized to do so by the Board, President or any Vice-President
               of such other corporation.  Whenever the authority of a person
               voting shares standing in the name of another corporation is
               based upon a By-law determination of the Board of Directors, or
               authorization of the Board of Directors, President or Vice-
               President of the other corporation, the person seeking to vote
               said shares may first be required to file with the chairman of
               the meeting, or with the inspectors if the voting be conducted by
               inspectors a copy of the By-laws, Board of


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               Directors' determination or authorization of the Board of
               Directors, President or Vice-President of the other corporation,
               certified to be true, complete, and effective by the Secretary or
               an Assistant Secretary of the other corporation, and sealed with
               the corporate seal of that corporation.  Shares which are
               purported to be voted or any proxy purported to be executed in
               the name of another corporation (whether or not any title of the
               person so voting or executing the proxy is indicated) may be
               presumed to be voted or the proxy executed in accordance with the
               provisions of this subdivision, in the discretion of the chairman
               of the meeting, or of the inspectors if the voting be conducted
               by inspectors.

          (e)  Shares of a corporation's own stock owned directly or indirectly
               by it may not be voted at any meeting and may not be counted in
               determining the total number of outstanding shares entitled to be
               voted at any given time unless they are held by it in a fiduciary
               capacity, in which case they may be voted and shall be counted in
               determining the total number of outstanding shares at any given
               time.


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                                   ARTICLE II.

                               BOARD OF DIRECTORS



          Section 2.01.  FUNCTION OF DIRECTORS.  The business and affairs of the
Corporation shall be managed under the direction of its Board of Directors.  All
powers of the Corporation may be exercised by or under authority of the Board of
Directors, except as conferred on or reserved to the stockholders by statute or
by the Charter or By-Laws.

          Section 2.02.  NUMBER OF DIRECTORS.  The Corporation shall have at
least three directors; provided that, if there is not stock outstanding, the
number of Directors may be less than three but not less than one, and, if there
is stock outstanding and so long as there are less than three stockholders, the
number of Directors may be less than three but not less than the number of
stockholders.  The Corporation shall have the number of directors provided in
the Charter until changed as herein provided.  A majority of the entire Board of
Directors may alter the number of directors set by the Charter to not exceeding
15 nor less than the minimum number then permitted herein, but the action may
not affect the tenure of office of any director.

          Beginning with the election of directors in 1985, the Board of
Directors shall be divided into three classes, Class I, Class II and Class III. 
Each such class shall consist, as nearly


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as possible, of one-third of the total number of directors, and any remaining 
directors shall be included within such class or classes as the Board of 
Directors shall designate.  At the annual meeting of stockholders in 1985, 
Class I directors shall be elected for a one-year term, Class II directors 
for a two-year term, and Class III directors for a three-year term.  At each 
succeeding annual meeting of stockholders beginning in 1986, successors to 
the class of directors whose term expires at that annual meeting shall be 
elected 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. A director 
shall hold office, subject to removal, death, resignation, retirement or 
disqualification, until the annual meeting for the year in which his term 
expires and until his successor shall be elected and qualify. The provisions 
of this Section 2.02 shall not apply to directors governed by Section 2.10 of 
this Article II.

          Section 2.03.  VACANCY ON BOARD.  The stockholders may elect a
successor to fill a vacancy on the Board of Directors which results from the
removal of a director.  A director elected by the stockholders to fill a vacancy
which results from the removal of a director serves for the balance of the term
of the removed director.  A majority of t he remaining directors, whether or not
sufficient to constitute a quorum, may fill a vacancy on the Board of Directors
which results from any cause except an increase in the


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number of directors and a majority of the entire Board of Directors may fill 
a vacancy which results from an increase in the number of directors.  A 
director elected by the Board of Directors to fill a vacancy serves until the 
next annual meeting of shareholders and until his successor is elected and 
qualifies.  The provisions of this Section shall not apply to directors 
governed by Section 2.10 of this Article II.

          Section 2.04.  REGULAR MEETINGS.  After each annual meeting of
stockholders, the Board of Directors shall meet as soon as practicable for the
purpose of organization and the transaction of other business.  In addition, the
Board of Directors shall meet on the fourth Tuesday of February and on the third
Tuesday of August and November of each year at 1:30 p.m. of each of said days at
the principal offices of the Corporation, unless the Board of Directors sets
such regular meeting at a different place, date, or time, in which case notice
shall be given to each director pursuant to Section 2.06.

          Regular meetings shall be held at any place within  or without the
State which has been designated by these By-Laws or from time to time by
resolution of the Board.  The first regular meeting shall be held after each
annual meeting of stockholders.  No notice of such first meeting, or of any
regular meeting, shall be necessary if held as provided herein.

          Section 2.05.  SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be called at any time by the Chairman of the


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Board or by the Chief Executive or by a majority of the then-acting 
directors.  A special meeting of the Board of Directors shall be held on such 
date and at any place as may be designated from time to time by the Board of 
Directors.  In the absence of designation such meeting shall be held at such 
place as may be designated in the call.

          Section 2.06.  NOTICE OF MEETING.  Except as provided in Section 2.04,
the Secretary shall give notice to each director of each meeting of the Board of
Directors.  The notice shall state the time and place of the meeting.  Notice is
given to a director when it is delivered personally to him, left at his
residence or usual place of business, or sent by telegraph or telephone, at
least 24 hours before the time of the meeting or, in the alternative by mail to
his address as it shall appear on the records of the Corporation, at least 72
hours before the time of the meeting.  Unless the By-Laws or a resolution of the
Board of Directors provides otherwise, the notice need not state the business to
be transacted at or the purposes of any meeting of the Board of Directors.  No
notice of any meeting of the Board of Directors need be given to any director
who attends, or to any director who, in writing executed and filed with the
records of the meeting either before or after the holding thereof, waives such
notice.  Any meeting of the Board of Directors, regular or special, may adjourn
from time to time to reconvene at the same or some other place, and


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no notice need be given of any such adjourned meeting other than by 
announcement.

          Section 2.07.  ACTION BY DIRECTORS.  Unless statute or the Charter or
By-Laws requires a greater proportion, the action of a majority of the directors
present at a meeting at which a quorum is present is action of the Board of
Directors.  A majority of the entire Board of Directors shall constitute a
quorum for the transaction of business. in the absence of a quorum, the
directors present by majority vote and without notice other than by announcement
may adjourn the meeting from time to time until a quorum shall attend.  At any
such adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified.  Any action required or permitted to be taken at a meeting of the
Board of Directors may be taken without a meeting, if a unanimous written
consent which sets forth the action is signed by each member of the Board and
filed with the minutes of proceedings of the Board.

          Section 2.08.  MEETING BY CONFERENCE TELEPHONE.  Members of the Board
of Directors may participate in a meeting by means of a conference telephone or
similar Communications equipment if all persons participating in the meeting can
hear each other at the same time.  Participation in a meeting by these means
constitutes presence in person at a meeting.

          Section 2.09. COMPENSATION.  By resolution of the Board of Directors a
fixed sum and expenses, if any, for attendance at


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each regular or special meeting of the Board of Directors or of committees 
thereof, and other compensation for their services as such or on committees 
of the Board of Directors, may be paid to directors.

          Section 2.10.  DIRECTORS ELECTED BY SPECIAL CLASS OR SERIES.  To 
the extent that any holders of any class or series of stock other than Common 
Stock issued by the Corporation shall have the separate right, voting as a 
class or series, to elect directors, the directors elected by such class or 
series shall be deemed to constitute an additional class of directors and 
shall have a term of office for one year or such other period as may be 
designated by the provisions of such class or series providing such separate 
voting right to the holders of such class or series of stock, and any such 
class of directors shall be in addition to the classes referred to in Section 
2.02 of this Article II. Any directors so elected shall be subject to removal 
in such manner as may be provided by law or by the Charter of this 
Corporation.  The provisions of Sections 2.02 and 2.03 of this Article II do 
not apply to directors governed by this Section 2.


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                                  ARTICLE III.



                                   COMMITTEES



          Section 3.01.  COMMITTEES.  The Board of Directors may appoint from
among its members one or more committees composed of one or more directors and
delegate to these committees any of the powers of the Board of Directors, except
the power to declare dividends on stock, elect directors, issue stock other than
as provided in the next sentence, recommend to the stockholders any action which
requires stockholder approval, amend the By-Laws, or approve any merger or share
exchange which does not require stockholder approval.  If the Board of Directors
has given general authorization for the issuance of stock, a committee of the
Board, in accordance with that general authorization or any stock option or
other plan or program adopted by the Board of Directors, may fix the terms of
stock subject to classification or reclassification and the terms on which any
stock may be issued, including all terms and conditions required or permitted to
be established or authorized by the Board of Directors.

     Section 3.02. COMMITTEE PROCEDURE.  The Board of Directors shall have the
power to prescribe the manner in which proceedings of each committee, shall be
held.  Unless the Board of Directors shall otherwise provide, the actions of
each committee shall be


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governed by the following rules of procedure:  A majority of the members of a 
committee shall constitute a quorum for the transaction of business and the 
act of a majority of those present at a meeting at which a quorum is present 
shall be the act of the committee.  The members of a committee present at any 
meeting, whether or not they constitute a quorum, may appoint a director to 
act in the place of an absent member.  Any action required or permitted to be 
taken at a meeting of a committee may be taken without meeting, if a 
unanimous written consent which sets forth the action is signed by each 
member of the committee and filed with the minutes of the committee.  The 
members of a committee may conduct any meeting thereof by conference 
telephone in accordance with the provisions of Section 2.08.  In the absence 
of any prescription by the Board of Directors or any applicable provision of 
the By-Laws, each committee may prescribe the manner in which its proceedings 
shall be conducted.

          Section 3.03. EMERGENCY PROVISIONS.  The provisions of this Section
shall be operative only during a national emergency declared by the President of
the United States or the person performing the President's functions, or in the
event of a nuclear, atomic, or other attack on the United States or a disaster
making it impossible or impracticable for the Corporation to conduct its
business without recourse to the provisions of this Section.  Said provisions in
such event shall override all other By-Laws of the Corporation in conflict with
any provisions of this Section, and


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shall remain operative so long as it remains impossible or impracticable to 
continue the business of the Corporation otherwise, but thereafter shall be 
inoperative; provided that all actions taken in good faith pursuant to such 
provisions shall thereafter remain in full force and effect unless and until 
revoked by action taken pursuant to the provisions of the By-Laws other than 
those contained in this Section.

          (a)  UNAVAILABLE DIRECTORS.  All Directors of the Corporation who are
               not available to perform their duties as Directors by reason of
               physical or mental incapacity, or for any other reason, or who
               are unwilling to perform their duties, or whose whereabouts are
               unknown shall automatically cease to be Directors, with like
               effect as if such persons had resigned as Directors, so long as
               such unavailability continues.

          (b)  AUTHORIZED NUMBER OF DIRECTORS.  The authorized number of
               Directors shall be the number of Directors remaining after
               eliminating those who have ceased to be Directors pursuant to
               Subsection (a) or the minimum number required by law, whichever
               number is greater.

          (c)  QUORUM.  The number of Directors necessary to constitute a quorum
               shall be one-third, (1/3) of the authorized number of Directors
               as specified in


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               the foregoing Subsection, or such other minimum number as,
               pursuant to the law or lawful decree then in force, it is
               possible for the By-Laws of a corporation to specify.

          (d)  CREATION OF EMERGENCY COMMITTEE.  In the event the number of
               Directors remaining after eliminating those who have ceased to be
               Directors pursuant to Subsection (a) is less than the minimum
               number of authorized Directors required by law, then until the
               appointment of additional Directors to make up such required
               minimum, all the powers and authorities which the Board could by
               law delegate, including all powers and authorities which the
               Board could delegate to a committee, shall be automatically
               vested in an emergency committee, and the emergency committee
               shall thereafter manage the affairs of the Corporation, pursuant
               to such powers and authorities, and shall have all such other
               powers and authorities as may by law or lawful decree be
               conferred on any person or body of persons during a period of
               emergency.

          (e)  CONSTITUTION OF EMERGENCY COMMITTEE.  The emergency committee
               shall consist of all the Directors remaining after eliminating
               those who have ceased to be Directors pursuant to Subsection (a),


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               provided that such remaining Directors are not less than three
               (3) in number.  In the event such remaining Directors are less
               than three (3) in number, the emergency committee shall consist
               of three (3) persons, who shall be the remaining Director or
               Directors and either one (1) or two (2) officers or employees of
               the Corporation, as the remaining Director or Directors may in
               writing designate.  If there is no remaining Director, the
               emergency committee shall consist of the three (3) most senior
               officers of the Corporation who are available to serve, and if to
               the extent that officers are not available, the most senior
               employees of the Corporation.  Seniority shall be determined in
               accordance with any designation of seniority in the minutes of
               the proceedings of the Board, and in the absence of such
               designation, shall be determined by rate of remuneration.  In the
               event that there are no remaining Directors and no officers or
               employees of the Corporation available, the emergency committee
               shall consist of three (3) persons designated in writing by
               Stockholders owning twenty percent (20%) or more of the shares of
               record as of the date of the last record date.


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          (f)  POWERS OF EMERGENCY COMMITTEE.  The emergency committee, once
               appointed, shall govern its own procedures and shall have power
               to increase the number of members thereof beyond the original
               number, and in the event of a vacancy or vacancies therein,
               arising at any time, the remaining member or members of the
               emergency committee shall have the power to fill such vacancy or
               vacancies.  In the event at any time after its appointment, all
               members of the emergency committee shall die or resign or become
               unavailable to act for any reason whatsoever, a new emergency
               committee shall be appointed in accordance with the foregoing
               provisions of this Section.

          (g)  DIRECTORS BECOMING AVAILABLE.  Any person who has ceased to be a
               Director pursuant to the provisions of Subsection (a) and who
               thereafter becomes available to serve as a Director shall
               automatically become a member of the emergency committee.

          (h)  ELECTION OF BOARD OF DIRECTORS.  The emergency committee shall,
               as soon after its appointment as is practicable, take all
               requisite action to secure the election of a Board of Directors,
               and upon such


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               election all the powers and authorities of the emergency
               committee shall cease.

          (i)  TERMINATION OF EMERGENCY COMMITTEE.  In the event, after the
               appointment of an emergency committee, a sufficient number of
               persons who ceased to be Directors pursuant to Section 2 become
               available to serve as Directors, so that if they had not ceased
               to be Directors as aforesaid, there would be enough Directors to
               constitute the minimum number of Directors required by law, then
               all persons shall automatically be deemed to be reappointed as
               Directors and the powers and authorities of the emergency
               committee shall be at an end.


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                                   ARTICLE IV.



                                    OFFICERS



          Section 4.01.  EXECUTIVE AND OTHER OFFICERS.  The Corporation shall
have a President, a Secretary, and a Treasurer who shall be the executive
officers of the Corporation.  It may also have a Chairman of the Board.  The
Board of Directors may designate who shall serve as Chief Executive Officer,
having general supervision of the business and affairs of the Corporation, or as
Chief Operating Officer, having supervision of the operations of the
Corporation; in the absence of designation the President shall serve as Chief
Executive Officer.  It may also have one or more Vice-Presidents, assistant
officers, and subordinate officers as may be established by the Board of
Directors.  A person may hold more than one office in the Corporation but may
not serve concurrently as both President and Vice-President of the Corporation. 
The Chairman of the Board shall be a director; the other officers may be
directors.

          Section 4.02   CHAIRMAN OF THE BOARD.  The Chairman of the Board, if
one be elected, shall perform all such duties as are from time to time assigned
to him by the Board of Directors.

          Section 4.03   CHIEF EXECUTIVE OFFICER.   The Chief Executive Officer,
if one be designated, shall preside at meetings


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<PAGE>

of the Board of Directors at which he shall be present; he shall preside at 
meetings of the stockholders at which he shall be present; he may sign and 
execute, in the name of the Corporation, all authorized deeds, mortgages, 
bonds, contracts or other instruments, except in cases in which the signing 
and execution thereof shall have been delegated to some other officer or 
agent of the Corporation; he shall be a member, ex-officio, of all committees 
of the Board of Directors, except the Audit Committee, unless the Board 
provides to the contrary when appointing any committee; and, in general, he 
shall perform all duties usually performed by a Chief Executive Officer of a 
corporation and such other duties as are from time to time assigned to him by 
the Board of Directors.

          Section 4.04.  PRESIDENT.  The President, in the absence of the Chief
Executive Officer, shall preside at meetings of the Board of Directors and
stockholders at which he shall be present.  Except in cases in which the signing
and execution of certain documents and instruments has been delegated to some
other officer or agent of the Corporation, the President may sign and execute,
in the name of the Corporation, all authorized deeds, mortgages, bonds,
contracts and other instruments.  The President shall perform all duties usually
performed by a President of a corporation and such other duties as are from time
to time assigned to him by the Board of Directors and the, Chief Executive
Officer.  The President, at the request of the Chief Executive Officer, or in


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<PAGE>

the Chief Executive Officer's absence or during his inability to act, shall
perform the duties and exercise the functions of the Chief Executive Officer,
and when so acting, shall have the powers of the Chief Executive Officer.

          Section 4.05.  VICE-PRESIDENTS.  The Vice-President or Vice-
Presidents, at the request of the President, or in the President's absence or
during his inability to act, shall perform the duties and exercise the functions
of the President, and when so acting shall have the powers of the President.  If
there be more than one Vice-President, the Board of Directors may determine
which one or more of the Vice-Presidents shall perform any of such duties or
exercise any of said functions, or if such determination is not made by the
Board of Directors, the Chief Executive Officer may make such determination;
otherwise any of the Vice-Presidents may perform. any of such duties or exercise
any of such functions.  The Vice-President or Vice-Presidents shall have such
other powers and perform such other duties, and have such additional descriptive
designations in their titles (if any), as are from time to time assigned to them
by the Board of Directors, or the Chief Executive Officer.

     Section 4.06.  SECRETARY.  The Secretary shall keep the minutes of the
meetings of the stockholders, of the Board of Directors and of any committees,
in books provided for the purpose; he shall see that all notices are duly given
in accordance with provisions of the By-Laws or as required by law; he shall be


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<PAGE>

custodian of the records of the Corporation; except where delegated to some
other officer or agent of the Corporation, he may witness any document on behalf
of the Corporation, the execution of which is duly authorized, see that the
corporate seal is affixed where such document is required or desired to be under
its seal, and, when so affixed, may attest the same; and, in general, he shall
perform all duties incident to the office of a secretary of a corporation, and
such other duties as are from time to time assigned to him by the Board of
Directors, or the Chief Executive Officer.

     Section 4.07.  TREASURER.  The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust companies
or other depositories as shall, from time to time, be selected by the Board of
Directors; he shall render to the Chief Executive Officer and to the Board of
Directors, whenever requested, an account of the financial condition of the
Corporation; and, in general, he shall perform all the duties incident to the
office of a treasurer of a corporation, and such other duties as are From time
to time assigned to him by,the Board of Directors, or the Chief Executive
Officer.

          Section 4.06.  ASSISTANT AND SUBORDINATE OFFICERS.  The assistant and
subordinate officers of the Corporation are all


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<PAGE>

officers below the office of Vice-President, Secretary, or Treasurer.  The 
assistant or subordinate officers shall have such duties as are from time to 
time assigned to them by the Board of Directors, or the Chief Executive 
Officer.

          Section 4.09.  ELECTION, TENURE AND REMOVAL OF OFFICERS.  The Board of
Directors shall elect the officers.  The Board of Directors may from time to
time authorize any committee or officer to appoint assistant and subordinate
officers.  All officers shall be appointed to hold their offices, respectively,
during the pleasure of the Board.  The Board of Directors (or any committee or
officer authorized by the Board) may remove an officer at any time.  The Board
of Directors (or, as to any assistant or subordinate officer, any committee or
officer authorized by the Board) may fill a vacancy which occurs in any office
for the unexpired portion of the term.

     Section 4.10.  COMPENSATION.  The Board of Directors shall have power to
fix the salaries and other compensation and remuneration, of whatever kind, of
all officers of the Corporation.  It may authorize any committee or officer, to
fix the salaries, compensation and remuneration of any subordinate officer.


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<PAGE>

                                   ARTICLE V.

                                     STOCK



          Section 5.01.  CERTIFICATES FOR STOCK.  Each stockholder is entitled
to certificates which represent and certify the shares of stock he holds in the
Corporation.  Each stock certificate shall include on its face the name of the
corporation that issues it, the name of the stockholder or other person to whom
it is issued, and the class of stock and number of shares it represents.  It
shall be in such form, not inconsistent with law or with the Charter, as shall
be approved by the Board of Directors or any officer or officers designated for
such purpose by resolution of the Board of Directors.  Each stock certificate
shall be signed by the Chief Executive Officer, the President or a Vice-
President, and countersigned by the Secretary, an Assistant Secretary, the
Treasurer, or an Assistant Treasurer.  Each certificate may be sealed with the
actual corporate seal or a facsimile of it or in any other form and the
signatures may be either manual or facsimile signatures.  A certificate is valid
and may be issued whether or not an officer who signed it is still an officer
when it is issued.

          Section 5.02.  TRANSFERS.  The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient concerning
the, issue, transfer and registration of certificates of stock; and may appoint
transfer agents and


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<PAGE>

registrars thereof.  The duties of transfer Agent and registrar may be 
combined.

     Section 5.03.  RECORD DATE AND CLOSE OF TRANSFER BOOKS.  The Board of
Directors may set a record date or direct that the stock transfer books be
closed for a stated period for the purpose of making any proper determination
with respect to stockholders, including which stockholders are entitled to
notice of a meeting, vote at a meeting, receive a dividend, or be allotted other
rights.  The record date may not be more than 90 days before the date on which
the action requiring the determination will be taken; the transfer books may not
be closed for a period longer than 20 days; and, in the case of a meeting of
stockholders, the record date or the closing of the transfer books shall be at
least ten days before the date of the meeting.

          Section 5.04.  STOCK LEDGER.  The Corporation shall maintain a stock
ledger which contains the name and address of each stockholder and the number of
shares of stock of each class which the stockholder holds.  The stock ledger may
be in written form or in any other form which can be converted within a
reasonable time into written form for visual inspection.  The original or a
duplicate of the stock ledger shall be kept at the offices of a transfer agent
for the particular class of stock, or, if none, at the principal office in the
State of Maryland or the principal executive offices of the Corporation.


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<PAGE>


          Section 5.05. LOST STOCK CERTIFICATES.  The Board of Directors of the
Corporation may determine the conditions for issuing a new stock certificate in
place of one which is alleged to have been lost, stolen, or destroyed, or the
Board of Directors may delegate such power to any officer or officers of the
Corporation.  In their discretion, the Board of Directors or such officer or
officers may refuse to issue such new certificate save upon the order of some
court having jurisdiction in the premises.


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<PAGE>


                                   ARTICLE VI.

                                SUNDRY PROVISIONS



          Section 6.01.  FISCAL YEAR.  The fiscal year of the Corporation shall
be the twelve calendar months period commencing on the last Friday in the month
of January in each year, and ending on the last Thursday in the month of January
in the immediately succeeding year, unless otherwise provided by the Board of
Directors.

          Section 6.02.  DIVIDENDS.  If declared by the Board of Directors at
any meeting thereof, the Corporation may pay dividends on its shares in cash,
property, or in shares of the capital stock of the Corporation, unless such
dividend is contrary to law or to a restriction contained in the Charter.

          Section 6.03.  BOOKS AND RECORDS.  The Corporation shall keep correct
and complete books and records of its accounts and transactions and minutes of
the proceedings of its stockholders and Board of Directors and of any executive
or other committee when exercising any of the powers of the Board of Directors. 
The books and records of a Corporation may be in written form or in any other
form which can be converted within a reasonable time into written form for
visual inspection.  Minutes shall be recorded in written form but may be
maintained in the form of a reproduction.  The


                                    - 33 -


<PAGE>

original or a certified copy of the By-Laws shall be kept at the principal 
office of the Corporation.

          Section 6.04.  CORPORATE SEAL.  The Board of Directors shall provide a
suitable seal, bearing the name of the Corporation, which shall be in the charge
of the Secretary.  The Board of Directors may authorize one or more duplicate
seals and provide for the custody thereof.  If the Corporation is required to
place its corporate seal to a document, it is sufficient to meet the requirement
of any law, rule, or regulation relating to a corporate seal to place the word
"Seal" adjacent to the signature of the person authorized to sign the document
on behalf of the Corporation.

          Section 6.05.  BONDS.  The Board of Directors may require any officer,
agent or employee of the Corporation to give a bond to the Corporation,
conditioned upon the faithful discharge of his duties, with one or more sureties
and in such amount as may be satisfactory to the Board of Directors.

          Section 6.06.  VOTING UPON SHARES IN OTHER CORPORATIONS.  Stock of
other corporations or associations, registered in the name of the Corporation,
may be voted by the President; provided, however, that if the Board of Directors
has designated a Chief Executive Officer who is not the President, that officer
and not the President, may vote such stock.  A proxy appointed by the officer
having the authority to vote such stock may also vote such stock, or a proxy
appointed by any of them.  The Board of Directors, however, may by resolution
appoint some other person to


                                    - 34 -


<PAGE>

vote such shares, in which case each person shall be entitled to vote such 
shares upon the production of a certified copy of such resolution.

          Section 6.07.  MAIL.  Any notice or other document which is required
by these By-Laws to be mailed shall be deposited in the United States mails,
postage prepaid.

          Section 6.08.  EXECUTION OF DOCUMENTS.  A person who holds more than
one office in the Corporation may not act in more than one capacity to execute,
acknowledge, or verify an instrument required by law to be executed,
acknowledged, or verified by more than one officer.

          Section 6.09.  AMENDMENT.  These By-Laws may be altered, amended, or
repealed and new by-laws may be adopted to the extent and as provided in the
Charter of the Corporation.


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