EDISON BROTHERS STORES, INC.

                       AMENDED AND RESTATED BY-LAWS

                                ARTICLE I.
                                  OFFICES

          SECTION 1.     Registered office in Delaware.  The registered
office of the Corporation in the State of Delaware shall be in the City of
Dover, County of Kent.

          SECTION 2.     Other Offices.  The principal executive offices of
the Corporation shall be in St. Louis, Missouri.  The Corporation may also
have offices in such other places as the Board of Directors may from time
to time determine or the business of the Corporation may require.

                                ARTICLE II.
                         MEETINGS OF STOCKHOLDERS

          SECTION 1.     Place of Meetings.  All meetings of the
stockholders shall be held at the executive offices of the Corporation in
St. Louis, Missouri, or at such other place as may be designated by the
Board of Directors or, in the case of a special meeting called by the
Chairman of the Board or the President, by the person calling the meeting.

          SECTION 2.     Annual Meetings.  An annual meeting of the
stockholders, for the election of directors and for the transaction of such
other business as may properly come before the meeting, shall be held on
the second Wednesday in June of each year at 11:00 A.M., Central Time, or
on such other date or at such other time as the Board of Directors may
designate.

          Written notice of an annual meeting of stockholders, stating the
place, date and hour of the meeting, shall be mailed to each stockholder
entitled to vote thereat, at such address as appears on the records of the
Corporation, not less than ten nor more than sixty (60) days prior to the
date of the meeting.

          At an annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting.
To be properly brought before an annual meeting, business must be
(a) specified in the notice of meeting (or any supplement thereto) given by
or at the direction of the Board of Directors, (b) otherwise properly
brought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the meeting by a
stockholder.  For business to be properly brought before an annual meeting
by a stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation.  To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal
executive offices of the Corporation not later than ninety (90) days prior
to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the date of the
annual meeting is advanced by more than thirty (30) days from such
anniversary date, then, to be considered timely, notice by the stockholder
must be received not later than the close of business on the tenth day
following the date on which notice of such meeting was mailed to
stockholders.  A stockholder's notice to the Secretary shall set forth as
to each matter the stockholder proposes to bring before the annual meeting
(a) a brief description of the business desired to be brought before the
annual meeting, (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, (c) the
class and number of shares of the Corporation which are beneficially owned
by the stockholder, and (d) any material interest of the stockholder in
such business.  Notwithstanding anything in the By-laws to the contrary, no
business shall be conducted at an annual meeting except in accordance with
the procedures set forth in this Section 2.  The presiding officer of an
annual meeting shall, if the facts warrant, determine that business was not
properly brought before the meeting in accordance with the provisions of
this Section 2, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall
not be transacted.

          SECTION 3.     Special Meetings.  Except as otherwise required by
law and subject to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation, special meetings of the stockholders may be called only by the
Chairman of the Board, the President, or the Board of Directors pursuant to
a resolution approved by a majority of the entire Board of Directors, and
shall be called by the President or Secretary upon the written request of
the holders of at least 51% of the outstanding shares of Common Stock.

          Written notice of a special meeting of the stockholders, stating
the place, date and hour of the meeting, and the purpose or purposes for
which the meeting is called, shall be mailed to each stockholder entitled
to vote thereat, at such address as appears on the records of the
Corporation, not less than ten nor more than sixty (60) days prior to the
date of the meeting.

          The business transacted at any special meeting of the
stockholders shall be confined to the purpose or purposes stated in the
call.

          SECTION 4.     Organization.  Each meeting of the stockholders
shall be presided over by the Chairman of the Board, or, in the absence of
the Chairman, by the President; if neither is present, the meeting shall be
presided over by a chairman to be chosen at the meeting.  The Secretary of
the Corporation shall act as secretary of the meeting; if he is not
present, the secretary of the meeting shall be such person as the presiding
officer appoints.

          SECTION 5.     Voting.  At each meeting of the stockholders, each
stockholder shall have one vote for each share of stock having voting power
registered in his name on the books of the Corporation.  Each stockholder
having the right to vote may vote in person or by proxy appointed either by
an instrument in writing or by a transmission permitted by Section
212(c)(2) of the Delaware General Corporation Law subscribed or
transmitted, as the case may be, by such stockholder or by his authorized
agent, except that no proxy shall be voted after three years from its date
unless such proxy provides for a longer period.

          SECTION 6.     Quorum.  At all meetings of the stockholders, the
presence, in person or by proxy, of the holders of record of a majority of
the shares issued and outstanding and entitled to vote thereat shall
constitute a quorum for the transaction of business, except as otherwise
provided by law, by the Restated Certificate of Incorporation or by these
By-Laws.

In the absence of a quorum, the holders of record of a majority of the
shares present in person or by proxy and entitled to vote at the meeting
may adjourn the meeting from time to time until a quorum is present.  No
notice need be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken, unless the
adjournment is for more than thirty (30) days or a new record date is fixed
for the adjourned meeting, in which event a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote thereat.  At
any such adjourned meeting at which a quorum is present, any business may
be transacted that might have been transacted at the meeting as originally
called.

          SECTION 7.     Vote Required for Action.  At each meeting of the
stockholders, if a quorum is present, the affirmative vote of the holders
of a majority of the shares represented in person or by proxy and entitled
to vote shall decide all matters brought before the meeting, except as
otherwise provided by law, by the Restated Certificate of Incorporation or
by these By-Laws.

          SECTION 8.     List of Stockholders.  A complete list of the
stockholders entitled to vote at any meeting of stockholders, arranged in
alphabetical order and showing the address of each stockholder and the
number of shares registered in his name, shall be open to the examination
of any stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at least ten (10) days prior to the meeting
at the place where the meeting is to be held.  The list shall also be kept
at the place of the meeting during the whole time thereof and shall be open
to inspection by any stockholder who is present.

                               ARTICLE III.
                            BOARD OF DIRECTORS

          SECTION 1.     General Powers.  The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.  Except as otherwise provided by law, by the Restated
Certificate of Incorporation or by these By-Laws, the Board of Directors
may exercise all powers and do all such acts and things as may be exercised
or done by the Corporation.
          SECTION 2.     Number, Election, Term of Office and
Qualification.  Unless and until changed by amendment to this By-Law, the
number of directors constituting the Board of Directors shall be not less
than five (5) nor more than nine (9), the exact number of which shall be
fixed by resolution of the Board of Directors from time to time; provided,
however, that if and whenever by the terms and provisions of the Restated
Certificate of Incorporation the holders of any class of stock other than
the common stock shall be entitled to elect additional directors, the
number of directors shall be increased in accordance with the terms and
provisions of the Restated Certificate of Incorporation; and if and
whenever the common stock shall become revested with the exclusive voting
right for the election of directors, the number of directors shall be
reduced by the number of additional directors chosen by the holders of such
other class of stock.  Directors need not be stockholders.  All elections
of directors by the holders of the common stock shall be by a plurality of
the votes cast.  Except as otherwise provided in this Article III, the
directors to be chosen by the holders of the common stock shall be elected
at the annual meeting of the stockholders.  Each such director shall
continue in office until the annual meeting of the stockholders held next
after his election and until his successor shall have been elected and
shall qualify, or until his earlier resignation or removal.  The directors,
if any, to be chosen by the holders of any class of stock other than the
common stock shall be elected in the manner, and their tenure of office
shall be limited, as set forth in the Restated Certificate of
Incorporation.

          Subject to the rights of holders of any class or series of stock
having a preference over the common stock as to dividends or upon
liquidation, nominations for the election of directors may be made by the
Board of Directors or a committee appointed by the Board of Directors or by
any stockholder entitled to vote in the election of directors generally.
However, any stockholder entitled to vote in the election of directors
generally may nominate one or more persons for election as directors at a
meeting only if the stockholder has given timely notice in writing to the
Secretary of the Corporation of such stockholder's intent to make such
nomination or nominations.  To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of
the Corporation not later than (i) with respect to an election to be held
at an annual meeting of stockholders, ninety (90) days prior to the
anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the date of the
annual meeting is advanced by more than thirty (30) days from such
anniversary date, then, to be considered timely, notice by the stockholder
must be received not later than the close of business on the tenth day
following the date on which notice of such meeting was mailed to
stockholders, and (ii) with respect to an election to be held at a special
meeting of stockholders for the election of directors, the close of
business on the tenth day following the date on which notice of such
meeting was mailed to stockholders.  Each such notice shall set forth:
(a) the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had the nominee been
nominated by the Board of Directors; and (e) the consent of each nominee to
serve as a director of the Corporation, if so elected.  The presiding
officer of the meeting shall refuse to acknowledge the nomination of any
person not made in compliance with the foregoing procedure.

          SECTION 3.     Resignation.  Any director may resign at any time
by written notice to the Corporation, addressed to the attention of the
Chairman of the Board, the President or the Secretary.  Unless otherwise
specified therein, such resignation shall take effect on receipt thereof.

          SECTION 4.     Vacancies.  If the position of any director
elected, or entitled to be elected, by the holders of the common stock
becomes vacant by reason of death, resignation, removal, increase in the
number of directors or otherwise, such vacancy may be filled by the vote of
a majority of the remaining directors elected, or entitled to be elected,
by the holders of the common stock, though less than a quorum.  If the
position of any director elected, or entitled to be elected, by the holders
of stock other than the common stock becomes vacant by reason of death,
resignation, removal from office (otherwise than by reason of the revesting
in the common stock of the exclusive voting right for the election of
directors), or otherwise, such vacancy may be filled by the vote of a
majority of the remaining directors elected, or entitled to be elected, by
the holders of such stock other than the common stock, though less than a
quorum.

          SECTION 5.     Annual and Regular Meetings.  As soon as
practicable after the annual meeting of the stockholders in each year, an
annual meeting of the Board of Directors shall be held for the election of
officers and for the transaction of such other business as may properly
come before the meeting.

          Annual and regular meetings of the Board of Directors may be held
at such times and places (within or without the State of Delaware) as the
Board may from time to time determine.  No notice of any such meeting need
be given.

          SECTION 6.     Special Meetings.  A special meeting of the Board
of Directors may be called at any time by the Chairman of the Board or by
the President, and shall be called by the Chairman, the President or the
Secretary upon the written request of two directors.  The person calling
such meeting shall fix the time and place therefor.  Notice of such meeting
shall be given (a) by written notice delivered personally, sent by telegram
or mailed to each director at his business or home address or (b) by verbal
notice communicated personally or by telephone to each director.  Such
notice shall be given at least six hours prior to the meeting, except that
if given by mail such notice shall be given at least two (2) days prior to
the meeting.  If mailed, such notice shall be deemed delivered when
deposited in the United States mail.  If given by telegram, such notice
shall be deemed delivered when the telegram is delivered to the telegraph
company.  No such notice need be given to any director if waived by such
director in writing, whether before or after such meeting.  Neither the
business to be transacted at, nor the purpose of, any special meeting of
the Board need be specified in the notice or waiver of notice of such
meeting.

          SECTION 7.     Quorum and Vote Required for Action.  At all
meetings of the Board of Directors, the presence in person of a majority of
the total number of directors shall constitute a quorum for the transaction
of business, and, except as otherwise provided by law, by the Restated
Certificate of Incorporation or by these By-Laws, if a quorum is present,
the act of a majority of the directors present shall be the act of the
Board of Directors.  In the absence of a quorum, a majority of the
directors present, without notice other than by announcement at the
meeting, may adjourn the meeting to another date, time or place.

          SECTION 8.     Participation in a Meeting by Conference
Telephone.  A member of the Board of Directors, or of any committee
thereof, may participate in a meeting of such Board or committee by means
of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this section shall constitute
presence at such meeting.

          SECTION 9.     Written Consent in Lieu of Meeting.  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 of such 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 10.    Compensation.  Directors, as such, may receive
such compensation for their services, including their services as members
of committees of the Board of Directors, as the Board of Directors may fix
from time to time.

                                ARTICLE IV.
                   COMMITTEES OF THE BOARD OF DIRECTORS

          SECTION 1.     Designation and Powers.  The Board of Directors
may, by resolution or resolutions adopted by a majority of the whole Board,
designate one or more committees, each committee to consist of two or more
directors, which, to the extent specified in such resolution or
resolutions, and except as otherwise provided by law, shall have and may
exercise all of the powers of the Board of Directors in the management of
the business and affairs of the Corporation.

          The members of each committee shall be appointed by the Board of
Directors.  Any member of a committee may resign at any time by written
notice addressed to the Chairman of the Board, the President or the
Secretary.  Unless otherwise specified therein, such resignation shall take
effect on receipt thereof.  Any member of a committee may be removed at any
time, either with or without cause, by a majority vote of the directors
then in office.  Any committee designated pursuant to this Article IV may
at any time thereafter be dissolved by resolution of the Board of
Directors.

          SECTION 2.     Meetings.  Each committee may provide for the
holding of regular meetings at such times and places (within or without the
State of Delaware) as it may from time to time determine.  No notice of any
such meeting need be given.  A special meeting of a committee may be called
at any time by the chairman of such committee (if one has been appointed)
or by the Chairman of the Board or by the President.  The person calling
such meeting shall fix the time and place therefor.  Notice of such meeting
shall be given (a) by written notice delivered personally, sent by telegram
or mailed to each member of the committee at his business or home address
or (b) by verbal notice communicated personally or by telephone to each
member of the committee.  Such notice shall be given at least six hours
prior to the meeting, except that if given by mail such notice shall be
given at least two (2) days prior to the meeting.  If mailed, such notice
shall be deemed delivered when deposited in the United States mail.  If
given by telegram, such notice shall be deemed delivered when the telegram
is delivered to the telegraph company.  Such notice need not state the
purpose of the meeting.  Each committee shall keep minutes of its
proceedings and shall report the same to the Board of Directors when so
requested by the Board.  At any meeting of a committee, the presence in
person of a majority of the members of the committee shall constitute a
quorum for the transaction of business, and, except as otherwise provided
by law, by the Restated Certificate of Incorporation or by these By-Laws,
if a quorum is present, the act of a majority of the members present shall
be the act of such committee.  In the absence of a quorum, a majority of
the members present, without notice other than by announcement at the
meeting, may adjourn the meeting to another date, time or place.

                                ARTICLE V.
                                  NOTICES
                                     
          SECTION 1.     Waiver of Notice.  Whenever any notice is required
to be given by law, by the Restated Certificate of Incorporation or by
these By-Laws, a written waiver thereof signed by the person or persons
entitled to such notice, whether before or after the time stated therein,
shall be deemed equivalent to such notice.  Neither the business to be
transacted at, nor the purpose of, any meeting need be specified in such
waiver.

          SECTION 2.     Attendance at Meeting.  Attendance of a person at
any meeting shall constitute a waiver of notice of such meeting, except
when the person attends such meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                ARTICLE VI.
                                 OFFICERS
                                     
          SECTION 1.     Number.  The officers of the Corporation shall be
a Chairman of the Board, a President, one or more Executive Vice
Presidents, one or more Vice Presidents, a Secretary, a Treasurer, and such
other officers as the Board of Directors may from time to time appoint.
Any number of offices may be held by the same person.

          SECTION 2.     Selection, Term of Office and Duties.  All
officers shall be elected by the Board of Directors.  Each officer shall
hold office until his successor is elected and qualified or until his
earlier resignation or removal.  Each officer shall have such authority and
perform such duties as may be prescribed by these By-Laws or by the Board
of Directors.

          SECTION 3.     Resignation.  Any officer may resign at any time
by written notice to the Corporation, addressed to the attention of the
Chairman of the Board, the President or the Secretary.  Unless otherwise
specified therein, such resignation shall take effect on receipt thereof.

          SECTION 4.     Removal.  Any officer may be removed at any time,
either with or without cause, by the affirmative vote of a majority of the
directors then in office.

          SECTION 5.     Vacancies.  If an office becomes vacant by reason
of death, resignation, removal or otherwise, such vacancy may be filled by
the Board of Directors.

          SECTION 6.     Compensation.  The compensation of all officers of
the Corporation shall be fixed by the Board of Directors or such committee
thereof as the Board may designate.

          SECTION 7.     Chairman of the Board.  The Chairman of the Board
shall be chosen from among the directors and shall, if present, preside at
all meetings of the stockholders and of the Board of Directors.  Except
where by law the signature of the President is required, the Chairman of
the Board shall possess the same power as the President to sign all
certificates, contracts and other instruments of the Corporation.  The
Chairman of the Board shall, subject to the direction and control of the
Board of Directors, have overall responsibility for the management and
supervision of the business and affairs of the Corporation.  He shall, in
general, perform all duties incident to the office of the Chairman of the
Board and such other duties as from time to time may be assigned to him by
the Board of Directors.

          SECTION 8.     President.  The President shall, subject to the
direction and control of the Board of Directors, share with the Chairman of
the Board responsibility for the management and supervision of the business
and affairs of the Corporation.  He shall have the power to sign all
certificates, contracts and other instruments of the Corporation.  In
general, the President shall perform all duties incident to the office of
President and shall have such other duties as the Board of Directors may
from time to time prescribe.

          SECTION 9.     Executive Vice Presidents and Vice Presidents.
Each Executive Vice President and Vice President shall have such duties as
may be assigned to him from time to time by the Board of Directors.  In the
absence of both the Chairman of the Board and the President, or in the
event of their death or disability, the Executive Vice President having the
greatest seniority with the Corporation shall perform the duties and
exercise the powers of the Chairman of the Board and the President.

          SECTION 10.    Secretary and Assistant Secretaries.  The
Secretary shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors in accordance with these By-
Laws, shall attend all meetings of the stockholders and of the Board of
Directors, and shall record their proceedings in a book to be kept for that
purpose.  The Secretary shall have custody of the corporate seal and affix
the seal to any instrument requiring it.  He shall perform such other
duties as the Board of Directors may from time to time prescribe.

          The Assistant Secretary or Assistant Secretaries, if any, shall,
in the absence or disability of the Secretary, or at his request, perform
his duties and exercise his powers and authority.

          SECTION 11.    Treasurer and Assistant Treasurers.  The Treasurer
shall have custody of the funds and securities of the Corporation, shall
keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation, and shall deposit all money and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors.  The Treasurer
shall disburse the funds of the Corporation as may be prescribed by the
Board of Directors, taking proper vouchers for such disbursements, and
shall render to the Board of Directors, at meetings of the Board of
Directors or whenever the Board may require it, an account of all his
transactions as Treasurer and of the financial condition of the
Corporation.  The Treasurer shall perform such other duties as the Board of
Directors may from time to time prescribe.

          The Assistant Treasurer or Assistant Treasurers, if any, shall,
in the absence or disability of the Treasurer, or at his request, perform
his duties and exercise his powers and authority.

          SECTION 12.    Delegation of Authority.  Notwithstanding any
provision hereof, the Board of Directors may from time to time delegate the
powers or duties of any officer to any other officer.

          SECTION 13.    Surety Bonds.  In the event that the Board of
Directors shall so require, any officer of the Corporation shall execute to
the Corporation a bond in such sum and with such surety or sureties as the
Board of Directors may direct, conditioned on the faithful performance of
his duties to the Corporation.

          SECTION 14.    Proxies.  Subject to such limitations as the Board
of Directors may from time to time prescribe, the Chairman of the Board,
the President and any other officer of the Corporation so authorized by the
Chairman of the Board or the President shall have full power and authority
on behalf of the Corporation to attend, to vote at, and to waive notice of,
any meeting of stockholders of any other corporation, shares of stock of
which are owned by or stand in the name of the Corporation, to execute and
deliver proxies and actions in writing, and otherwise to exercise on behalf
of the Corporation any and all rights and powers incident to the ownership
of such shares.

                               ARTICLE VII.
                                   STOCK
                                     
          SECTION 1.     Certificates of Stock.  The interest of each
stockholder shall be evidenced by a certificate or certificates
representing shares of stock of the Corporation which shall be in such form
as the Board of Directors may from time to time adopt.  Each such
certificate shall exhibit the stockholder's name and the number of shares
represented thereby, shall be signed by the President or a Vice President
and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary, shall be sealed with the seal of the Corporation, and
shall be countersigned and registered in such manner, if any, as the Board
of Directors may prescribe.  If such certificate is signed by a transfer
agent of the Corporation, the signature of any such officer and the seal of
the Corporation on such certificate may be facsimile.  If any officer who
has signed, or whose facsimile signature has been used, on any such
certificate shall cease to be such officer of the Corporation before such
certificate is issued and delivered by the Corporation, such certificate
may nevertheless be issued and delivered with the same effect as if the
person who signed such certificate, or whose facsimile signature was used
thereon, had not ceased to be such officer.  There shall be entered on the
stock books of the Corporation the number of each certificate issued, the
number of shares represented thereby, the name of the person to whom such
certificate was issued and the date of issuance thereof.

          SECTION 2.     Transfer of Stock.  Transfers of shares of the
stock of the Corporation shall be made only on the books of the Corporation
by the holder of record thereof, or by his attorney thereunto duly
authorized by a power of attorney, upon the surrender of the certificate or
certificates for such shares properly endorsed, with such evidence of the
authenticity of such transfer, authorization and other matters as the
Corporation or its agents may reasonably require, and accompanied by all
necessary federal and state stock transfer stamps.

          SECTION 3.     Lost, Stolen or Destroyed Certificates.  A
certificate for shares of stock of the Corporation may be issued in place
of any certificate alleged to have been lost, stolen or destroyed, but only
upon delivery to the Corporation of such evidence of loss, theft or
destruction as the Board of Directors may require, and, if the Board of
Directors so requires, of a bond of indemnity, in form and amount and with
one or more sureties satisfactory to the Board.

          SECTION 4.     Regulations, Transfer Agents and Registrars.  The
Board of Directors may establish such other rules and regulations as it
deems appropriate concerning the issuance and transfer of certificates for
shares of the stock of the Corporation and may appoint one or more transfer
agents or registrars, or both.

          SECTION 5.     Record Date.  (a)  In order that the Corporation
may determine the stockholders entitled to notice of and to vote at any
meeting of stockholders, the Board of Directors may fix a record date,
which record date shall not precede the date upon which the resolution
fixing the record date is adopted, and which record date shall not be more
than sixty (60) days nor less than ten (10) days before the date of such
meeting.  If no record date is fixed by the Board of Directors, the record
date for determining stockholders entitled to notice of and to vote at a
meeting of stockholders shall be the close of business on the day next
preceding the day on which notice of the meeting is given.  A determination
of the stockholders of record entitled to notice of and to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date
for the adjourned meeting.

               (b)  In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights, or the stockholders entitled to
exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted, and which
record date shall be not more than sixty (60) days prior to such action.
If no record date is fixed, the record date for determining stockholders
for any such purpose shall be the close of business on the date on which
the Board of Directors adopts the resolution relating thereto.

          SECTION 6.     Dividends and Reserves.  Dividends shall be
declared and paid at such times as the Board of Directors may determine,
provided that no dividends shall be paid or declared contrary to applicable
provisions of law or of the Restated Certificate of Incorporation.  The
Board of Directors may, from time to time, set aside out of any funds of
the Corporation available for dividends such sum or sums as the Board, in
its discretion, deems proper as a reserve fund for working capital, or to
meet contingencies, or for repairing or maintaining the property of the
Corporation, or for any other purpose that the Board deems to be in the
best interests of the Corporation.  The Board of Directors may modify or
abolish any such reserve at any time.

          SECTION 7.     Record Ownership.  The Corporation shall be
entitled to treat the holder of record of any shares of stock of the
Corporation as the holder in fact thereof and shall not be bound to
recognize any equitable or other claim to or interest in such shares on the
part of any other person, whether or not the Corporation shall have express
or other notice thereof, except as otherwise provided by law.

                               ARTICLE VIII.
                              CORPORATE SEAL
                                     
          The corporate seal of the Corporation shall be circular and shall
have inscribed thereon the name of the Corporation, the year of its
organization, and the words  Corporate Seal, Delaware.   In all cases in
which the corporate seal is authorized to be used, it may be used by
causing it or a facsimile of it to be impressed, affixed, reproduced,
engraved or printed.
                                ARTICLE IX.
                                FISCAL YEAR
                                     
          The fiscal year of the Corporation shall be either a 52 or 53
week year which shall commence on the Sunday occurring on or nearest to
February 1 and shall end on the Saturday occurring on or nearest to the
following January 31.
                                ARTICLE X.
                                AMENDMENTS
                                     
          Subject to the provisions of the Restated Certificate of
Incorporation, these By-Laws may be amended or repealed at any regular
meeting of the stockholders, or at any special meeting thereof duly called
for that purpose, at which a quorum is present, by a majority vote of the
shares represented and entitled to vote at such meeting.  Subject to the
laws of the State of Delaware, the Restated Certificate of Incorporation
and these By-Laws, the Board of Directors may, by majority vote of those
directors present at any meeting of the Board at which a quorum is present,
amend these By-Laws or adopt such other By-Laws as in their judgment may be
advisable for the regulation of the conduct of the affairs of the
Corporation.