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                                                                     EXHIBIT 3.1

By-Laws

CHAMPION INTERNATIONAL CORPORATION

(As amended to and including February 18, 1999)

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Index To By-Laws

Article I. Meetings of Shareholders                                           1
Section  1. Annual Meetings
Section  2. Special Meetings
Section  3. Place of Meetings
Section  4. Notice of Meetings
Section  5. Quorum
Section  6. Voting
Section  7. List of Shareholders
Section  8. Inspectors of Election
Section  9. Notice of Shareholder Nominations of Directors and Shareholder-
                   Proposed Business at Annual Meetings

Article II. Board of Directors                                                4
Section  1. Number, Election and Term of Office
Section  2. Vacancies
Section  3. Duties and Powers; Committees
Section  4. Annual and Regular Meetings; Notices
Section  5. Special Meetings; Notice
Section  6. Chairman
Section  7. Quorum
Section  8. Manner of Acting
Section  9. Resignation
Section 10. Removal
Section 11. Compensation of Certain Directors
Section 12. Participation in Meeting by Telephone or Similar Equipment
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Article III. Officers
Section  1. Number, Qualification, Election and Term of Office                8
Section  2. Resignation
Section  3. Removal
Section  4. Vacancies
Section  5. Chief Executive Officer
Section  6. Chairman of the Board
Section  7. Vice Chairmen
Section  8. President
Section  9. Vice Presidents
Section 10. Secretary
Section 11. Treasurer
Section 12. Other Officers
Section 13. Salaries
Section 14. Sureties and Bonds

Article IV. Shares of Stocks                                                 10
Section  1. Certificates Representing Shares
Section  2. Lost or Destroyed Certificates
Section  3. Holders of Record
Section  4. Regulations
Section  5. Fixing of Record Date

Article V. Dividends                                                         11

Article VI. Right to Inspect Books                                           12

Article VII. Execution of Instruments                                        12
Section  1. Execution of Instruments
Section  2. Proxies

Article VIII. Fiscal Year                                                    12

Article IX. Corporate Seal                                                   12

Article X. Offices                                                           13
Section  1. Office of the Corporation
Section  2. Other Offices

Article XI. Amendments                                                       13

Article XII. Interpretation                                                  13
<PAGE>
 
By-Laws of Champion International Corporation

(As amended to and including February 18, 1999)

Article I. Meetings of Shareholders

Section 1. Annual Meetings:
The annual meeting of the  shareholders  of the  Corporation for the election of
directors and for the  transaction of such other business as may come before the
meeting shall be held on the third  Thursday in May of each year, if not a legal
holiday,  or, if a legal  holiday,  then on the next  succeeding day not a legal
holiday or in all events on such other day, not a legal holiday, as may be fixed
by the Board of Directors.

Section 2. Special Meetings:
Special  meetings of the shareholders or of the holders of a particular class or
series of stock may be called at any time by the Chairman of the Board or a Vice
Chairman or the President, and shall be called by the Chairman of the Board or a
Vice  Chairman or the  President or the  Secretary  at the written  request of a
majority of the Board of Directors.

Section 3. Place of Meetings:
All  meetings  of  shareholders  shall be held at the  principal  office  of the
Corporation  in the City of  Stamford,  State of  Connecticut,  or at such other
places as the Board of  Directors  may select,  or as shall be  specified in the
respective notices or waivers of notices of such meetings.

Section 4. Notice of Meetings:
(a) Written notice of each meeting of  shareholders,  whether annual or special,
stating the purpose for which the meeting is called and the place, date and hour
of the meeting shall be served either  personally or by mail,  not less than ten
nor more than fifty days before the  meeting,  upon each  shareholder  of record
entitled to vote at such  meeting.  If mailed,  such notice shall be directed to
each such  shareholder  at his  address as it appears on the stock  books of the
Corporation,  unless he shall have  previously  filed with the  Secretary of the
Corporation  a written  request that notices  intended for him be mailed to some
other address.

(b) Notice of any  meeting  need not be given to any  shareholder  who submits a
signed waiver of notice, in person or by proxy,  before or after the meeting, or
who  attends a meeting in person or by proxy,  without  protesting  prior to the
conclusion of the meeting the lack of notice thereof.






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Section 5. Quorum:
(a) At all meetings of shareholders of the Corporation  there shall be necessary
and  sufficient to constitute a quorum for the  transaction  of any business the
presence in person or by proxy of  shareholders  holding of record shares having
in the  aggregate a majority  of the total  number of votes of all shares of the
Corporation then issued and outstanding and entitled to vote on such business at
such meeting.

(b) In the absence of a quorum at any annual or special meeting of shareholders,
the shareholders  present in person or by proxy and entitled to vote thereat or,
if no  shareholders  entitled  to vote are  present  in person or by proxy,  any
officer  authorized  to preside at or to act as secretary of such  meeting,  may
adjourn  the  meeting to a time and place  determined  by  majority  vote of the
shareholders  present in person or by proxy, or by such officer, as the case may
be. At any such adjourned  meeting at which a quorum is present any business may
be  transacted  which might have been  transacted  at the meeting as  originally
called if a quorum had been present.

Section 6. Voting:
(a) Whenever any corporate action,  other than the election of directors,  is to
be taken by vote of the shareholders,  it shall be authorized by the majority of
the votes cast at a meeting of shareholders by the holders of shares entitled to
vote thereon.

(b) At each meeting of shareholders  each holder of record of shares of stock of
the  Corporation  entitled  to vote shall be entitled to vote the shares of such
stock held by him and registered in his name on the books of the  Corporation at
the time of such  meeting  unless,  pursuant to the  provisions  of Section 5 of
Article IV of these  by-laws,  a date shall have been fixed as a record date for
the determination of the shareholders entitled to vote.

(c) Each shareholder entitled to vote may vote by proxy, provided, however, that
the instrument authorizing such proxy to act shall have been executed in writing
by the  shareholder  himself,  or by his attorney  thereunto duly  authorized in
writing.  No proxy shall be valid after the expiration of eleven months from the
date of its  execution  unless the  person  executing  it shall  have  specified
therein the length of time it is to continue in force.

Section 7. List of Shareholders:
It shall be the duty of the  Secretary to prepare or have  prepared  before each
meeting of  shareholders  a complete list of the  shareholders  entitled to vote
thereat. Such list shall be produced at such meeting upon the request thereat or
prior thereto of any shareholder.

Section 8. Inspectors of Election:
Unless the Board of  Directors  shall have made such  appointment  prior to such
meeting,  at each meeting of the  shareholders  the chairman of the meeting may,
and at the request of any  shareholder  entitled to vote thereat shall,  appoint
one or more persons, who need not be

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shareholders,  to act as inspectors of election at such meeting.  The inspectors
so appointed,  before entering on the discharge of their duties,  shall take and
subscribe an oath or affirmation  faithfully to execute the duties of inspectors
at such  meeting  with strict  impartiality  and  according to the best of their
ability.

Section   9.   Notice   of    Shareholder    Nominations    of   Directors   and
Shareholder-Proposed  Business  at Annual  Meetings:  At any  annual  meeting of
shareholders,  only persons who are  nominated  or business  that is proposed in
accordance with the  requirements  set forth in this Section 9 shall be eligible
for election as directors or considered for action by shareholders.  Nominations
of persons for election to the Board of Directors of the Corporation may be made
or  business  may be  proposed  at a meeting  of  shareholders  (a) by or at the
direction of the Board of Directors or (b) by any shareholder of the Corporation
entitled  to  vote at the  meeting  who  complies  with  the  notice  and  other
requirements set forth in this Section 9. Such nominations or business proposals
by a  shareholder  shall be made  pursuant  to timely  notice in  writing to the
Secretary of the Corporation and such business  proposals must, under applicable
law, be proper matters for  shareholder  action.  To be timely,  a shareholder's
notice must be received at the principal  executive  offices of the  Corporation
not less than 120 days before the date which is the  anniversary of the date the
Corporation's  proxy  statement was released to  shareholders in connection with
the previous year's annual meeting;  provided,  however, that if the date of the
applicable  annual  meeting has been  changed by more than 30 days from the date
which is the anniversary of the date of the previous year's annual meeting, such
notice must be so received not less than the later of 90 days before the date of
the applicable  annual meeting or the 15th day following the day on which notice
or prior public disclosure of the date of the meeting is first mailed or made by
the Corporation. In no event shall the adjournment of an annual meeting commence
a new time period for the giving of a shareholder's notice as described above.

Such  shareholder's  notice  shall  set forth  (a) as to each  person  whom such
shareholder  proposes to nominate for election or reelection as a director,  all
information  relating  to  such  person  that is  required  to be  disclosed  in
solicitations of proxies for election of directors, or is otherwise required, in
each case  pursuant  to  Regulation  14A (or any  successor  thereto)  under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including such
person's  written consent to being named in the proxy statement as a nominee and
to serving as a  director  if  elected;  (b) as to any other  business  that the
shareholder  proposes to bring before the meeting,  a brief  description of such
business and any material  interest in such business of such  shareholder and of
the beneficial  owner, if any, on whose behalf such proposal is made; and (c) as
to the shareholder  giving the notice and the beneficial owner, if any, on whose
behalf the  nomination  or  proposal  is made,  (i) the name and address of such
shareholder,  as  they  appear  on the  Corporation's  books,  and  of any  such
beneficial  owner,  and (ii) the class and  number of shares of the  Corporation
which are owned  beneficially  and of  record by such  shareholder  and any such
beneficial owner.



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No person shall be eligible for election as a director of the Corporation and no
business  shall be  conducted  at an annual  meeting of  shareholders  except in
accordance  with the  requirements  set forth in this Section 9. The Chairman of
the meeting shall,  if the facts  warrant,  determine and declare to the meeting
that a nomination or proposal was not made in accordance  with the provisions of
this  Section 9 and,  if he  should so  determine,  he shall so  declare  to the
meeting and the defective nomination or proposal shall be disregarded.

In addition to the foregoing requirements of this Section 9, a shareholder shall
comply with all  applicable  requirements  of the Exchange Act and the rules and
regulations  thereunder with respect to director  nominations and other business
that the shareholder proposes to introduce at an annual meeting. Nothing in this
Section 9 shall be deemed to affect any rights  (a) of  shareholders  to request
inclusion of proposals in the  Corporation's  proxy  statement  pursuant to Rule
14a-8 (or any successor  thererto) under the Exchange Act, or (b) of the holders
of any series of Preference Stock of the Corporation to elect directors pursuant
to the provisions of the Corporation's  Restated Certificate of Incorporation or
of such series of Preference Stock.

Article II. Board of Directors
Section 1. Number, Election and Term of Office:
(a) The number of directors,  exclusive of directors who may be elected pursuant
to  paragraph  (b) of this  Section 1, shall not be less than nine nor more than
twenty;  the exact number shall be fixed from time to time by  resolution of the
Board of Directors  adopted by a majority of the total number of directors which
the Corporation would have if there were no vacancies.

Directors  shall be  divided  into  three  classes  with the class  expiring  at
succeeding annual meetings of shareholders. All classes shall be as nearly equal
in number as possible, and no class shall include less than three directors.  At
each annual  meeting,  directors  to replace  those  whose terms  expire at such
annual  meeting  shall be elected,  each such  director to hold office until the
third  succeeding  annual  meeting  and  until  his  successor  is  elected  and
qualified, or until his death, resignation or removal.

Terms of office of directors are further  subject to the provisions of paragraph
(d) of this Section 1.

Any newly  created  directorships,  or any decrease in  directorships,  shall be
apportioned  among the three  classes  of  directors  as to make all  classes as
nearly equal in number as possible. When the number of directors is increased by
the  Board of  Directors  any  newly  created  directorships  may be filled by a
majority  vote of the  directors  then in office even though less than a quorum.
There shall be no  classification  of the  additional  directors  until the next
annual  meeting of  shareholders.  No decrease by the Board of  Directors of the
number of directors shall shorten the term of office of any incumbent director.



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(b) In the event that the Preference Stock of the Corporation  shall be entitled
at any annual meeting of  shareholders  to vote  separately as a single class to
elect two directors pursuant to the Certificate of Incorporation,  the number of
directors to be elected at such annual  meeting shall be increased by two, after
any reduction and  reclassification  of directors  which may be made prior to or
effective at such annual meeting by the Board of Directors pursuant to paragraph
(a) of this Section 1. The directors to be so elected by said  Preference  Stock
shall not be classified. Each director so elected by said Preference Stock shall
hold  office  until the  annual  meeting of  shareholders  next  succeeding  his
election and until his successor,  if any, is elected by said  Preference  Stock
and qualified, or until his death, resignation or removal.

(c) Except as otherwise  provided herein,  the members of the Board of Directors
of the  Corporation  shall be  elected  by a  plurality  of the votes  cast at a
meeting  of  shareholders  by the  holders  of  shares  entitled  to vote in the
election.

(d) Except as the Board of Directors may otherwise provide from time to time, no
person  shall be  eligible  to serve as a director  after the annual  meeting of
shareholders immediately following his seventieth birthday.

Section 2. Vacancies:
Any vacancy in the Board of Directors, occurring by reason of the death,
resignation, disqualification, removal for cause or inability to act of any
director, shall be filled by a majority vote of the remaining directors though
less than a quorum. Any director elected by the Board of Directors to fill such
a vacancy shall hold office until the annual meeting of shareholders next
succeeding his election and until his successor is elected and qualified, or
until his death, resignation or removal.

Section 3. Duties and Powers; Committees:
(a) The business of the Corporation  shall be managed under the direction of the
Board of  Directors.  The Board of  Directors  may  exercise  all  powers of the
Corporation  except as herein, in the Certificate of Incorporation or by statute
expressly conferred upon or reserved to the shareholders.

(b) The Board of Directors may, by resolution adopted by a majority of the total
number of directors which the Corporation would have if there were no vacancies,
designate  from its number the members of an Audit  Committee,  a Board  Affairs
Committee,  a Compensation  and Stock Option  Committee,  a Pension  Funding and
Investment  Committee  and one or more  other  committees,  each of which  shall
consist of three or more directors,  and each of which shall have such authority
and powers as may from time to time be delegated to it by resolution  adopted in
the same manner.





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Section 4. Annual and Regular Meetings; Notices:
(a) A regular annual meeting of the Board of Directors shall be held as promptly
as practicable  following the annual meeting of the shareholders at the place of
such annual meeting of shareholders, or at such other place or time as the Board
of Directors may determine.

(b) The Board of Directors  from time to time may provide by resolution  for the
holding of other regular meetings of the Board of Directors and may fix the time
and place thereof.

(c)  Notice  of any  regular  meeting  of the  Board of  Directors  shall not be
required to be given;  provided,  however,  that in case the Board of  Directors
shall fix or change  the time or place of any  regular  meeting,  notice of such
action  shall be  directed to the  residence  or usual place of business of each
director who shall not have been present at the meeting at which such action was
taken,  unless such notice  shall be waived in the manner set forth in paragraph
(c) of Section 5 of this  Article  II.  Such  notice may be given by first class
mail if mailed at least five days  before the day of the meeting or may be given
by   courier,   telex  or   telephone,   facsimile   or  any  other   method  of
telecommunication at least 48 hours before the time of the meeting.

Section 5. Special Meetings; Notice:
(a) Special  meetings of the Board of Directors shall be held whenever called by
the  Chairman of the Board or by a Vice  Chairman or by the  President or by any
two or  more  directors  at such  time  and  place  as may be  specified  in the
respective notices or waivers of notice thereof.

(b) Notice of such special meeting shall specify the purpose of the meeting, and
shall be directed to each  director at his residence or usual place of business.
Such notice may be given by first class mail if mailed at least five days before
the day of the meeting or may be given by courier, telex or telephone, facsimile
or any other  method of  telecommunication  at least 48 hours before the time of
the meeting.

(c)  Notice of any  special  meeting  shall not be  required  to be given to any
director  who shall  attend such  meeting in person  without  protesting,  prior
thereto or at its  commencement,  the lack of notice to him, or to any  director
who shall waive notice of such meeting in writing or by telex,  facsimile or any
other  method  of  telecommunication  whether  before  or after the time of such
meeting. Notice of any adjourned meeting need not be given.

Section 6. Chairman:
At all meetings of the Board of  Directors  the Chairman of the Board or, in his
absence,  one of the Vice Chairmen (determined on the basis of seniority in such
office) or, in the absence of all of the Vice Chairmen, the President or, in the
absence  of all of them,  a  chairman  chosen  by the  directors  present  shall
preside.



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Section 7. Quorum:
(a) At all meetings of the Board of Directors  the presence of a majority of the
total  number of  directors  which the  Corporation  would have if there were no
vacancies  shall be  necessary  and  sufficient  to  constitute a quorum for the
transaction of business.

(b) A majority of the directors  present at the time and place of any regular or
special meeting,  although less than a quorum, may adjourn the same from time to
time without further notice until a quorum shall be present.

Section 8. Manner of Acting:
(a) At all meetings of the Board of Directors  each director  present shall have
one vote.

(b) Except as otherwise provided herein, the vote of a majority of the directors
present at the time of the vote,  if a quorum is present at such time,  shall be
the act of the Board of Directors.

Section 9. Resignation:
Any director may resign at any time by giving  written  notice to the Board,  of
Directors,  the Chairman of the Board,  a Vice  Chairman,  the  President or the
Secretary of the Corporation. Unless otherwise specified in such written notice,
such  resignation  shall  take  effect  upon  receipt  thereof  by the  Board of
Directors or by such officer,  and the acceptance of such resignation  shall not
be necessary to make it effective.

Section 10. Removal:
Any director may be removed with or without cause at any time by the vote of the
holders of the  respective  class or classes of stock by which such director was
elected, given at a special meeting of the shareholders of such class or classes
called for the purpose.

Section 11. Compensation of Certain Directors:
Directors who are not officers or employees of the  Corporation may receive such
compensation  for their services,  and allowances for expenses,  as the Board of
Directors may fix from time to time.

Section 12. Participation in Meeting by Telephone or Similar Equipment:
Any one or more members of the Board of Directors or any  committee  thereof may
participate in a meeting of the Board of Directors or such committee by means of
a conference telephone or similar communications  equipment allowing all persons
participating in the meeting to hear each other at the same time.  Participation
by such means shall constitute presence in person at a meeting.






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Article III. Officers
Section 1. Number, Qualification, Election and Term of Office:
(a) The  officers  of the  Corporation  shall  be a  Chairman  of the  Board  of
Directors  and/or a President (one of whom shall be designated  Chief  Executive
Officer),  and one or more Vice  Presidents,  a Secretary,  a Treasurer and such
other  officers as the Board of Directors may from time to time  determine.  The
Chairman of the Board, each Vice Chairman and the President shall each be and
remain a director of the Corporation during the term of his office. Any two 
offices, except the offices of the President and Secretary, may be held by the 
same person.

(b) Each officer of the  Corporation  shall be elected by the Board of Directors
and shall hold office until the annual  meeting of the Board of  Directors  next
succeeding  his  election  and until his  successor  shall have been elected and
qualified or until his death, resignation or removal.

Section 2. Resignation:
Any officer may resign at any time by giving written notice of such  resignation
to the Board of  Directors,  the  Chairman of the Board,  a Vice  Chairman,  the
President or the Secretary of the  Corporation.  Unless  otherwise  specified in
such written notice,  such resignation shall take effect upon receipt thereof by
the  Board  of  Directors  or by  such  officer,  and  the  acceptance  of  such
resignation shall not be necessary to make it effective.

Section 3. Removal:
Any  officer  may be  removed,  either for or  without  cause,  and a  successor
elected, by the Board of Directors.

Section 4. Vacancies:
A vacancy in any office, occurring by reason of death, resignation, inability to
act,  disqualification,  removal  or any  other  cause,  may be  filled  for the
unexpired portion of the term by the Board of Directors.

Section 5. Chief Executive Officer:
The Chief  Executive  Officer  shall serve as general  manager of the  property,
business  and  affairs of the  Corporation,  its  subsidiaries,  affiliates  and
divisions,  and shall report directly to the Board of Directors,  with all other
officers and personnel reporting directly or indirectly to him.

Section 6. Chairman of the Board:
The Chairman of the Board shall preside at meetings of the  shareholders  and at
meetings of the Board of  Directors,  and shall have such other powers and shall
discharge such other duties as are generally  incident to the office of Chairman
of the  Board or as may be  assigned  to him from  time to time by the  Board of
Directors.  If the Chairman of the Board is not the Chief Executive Officer,  he
shall have such additional powers and duties as may be assigned to him from time
to time by the Chief Executive Officer.



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Section 7. Vice Chairmen:
The Vice Chairmen shall have such powers and shall  discharge such duties as are
generally  incident  to the  office  of Vice  Chairman.  In the  absence  of the
Chairman  of the Board,  one of the Vice  Chairmen  (determined  on the basis of
seniority in such office) shall preside at meetings of the  shareholders  and at
meetings  of the  Board  of  Directors.  Each  Vice  Chairman  shall  have  such
additional  powers and duties as may be assigned to him from time to time by the
Board of Directors, the Chairman of the Board or the Chief Executive Officer.

Section 8. President:
The  President  shall have such  powers and shall  discharge  such duties as are
generally  incident to the office of President or as may be assigned to him from
time to time by the Board of  Directors.  In the absence of the  Chairman of the
Board and all of the Vice Chairmen,  the President  shall preside at meetings of
the shareholders and at meetings of the Board of Directors.  If the President is
not the Chief Executive Officer, he shall have such additional powers and duties
as may be assigned to him from time to time by the Chief Executive Officer.

Section 9. Vice Presidents:
The Vice  Presidents  shall have such powers and shall  discharge such duties as
are  generally  incident to the office of Vice  President.  Each Vice  President
shall have such other powers and discharge  such other duties as may be assigned
to him from time to time by the Board of Directors, the Chairman of the Board, a
Vice Chairman or the President.

Section 10. Secretary:
The Secretary shall record the minutes of the meetings of the  shareholders  and
of the  Board of  Directors  in books to be kept  for that  purpose,  and  shall
perform like duties for  committees  appointed  by the Board of  Directors  when
required.  He shall give, or cause to be given, all notices required pursuant to
these  by-laws.  He shall  have  custody  of the  corporate  seal and shall have
authority to affix the same to all instruments  executed and delivered on behalf
of the  Corporation,  and he shall have  authority to attest the corporate  seal
when so affixed. He shall have charge of the shareholder  records,  which may be
kept by a transfer agent or agents under his direction. The Secretary shall have
such other powers and discharge  such other duties as are generally  incident to
the office of  Secretary  or as may be  assigned to him from time to time by the
Board of Directors, the Chairman of the Board, a Vice Chairman or the President.
If there shall be one or more Assistant Secretaries,  each shall, in the absence
of the Secretary, or at his request, have his powers and discharge his duties.

Section 11. Treasurer:
The Treasurer shall have custody of all funds and securities of the Corporation,
shall keep full and accurate  accounts of receipts and disbursements in books to
be kept for the purpose and shall deposit all money and other  valuable  effects
in the name and to the credit of the Corporation in


                                       9
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such  depositories  as may be designated in a manner  authorized by the Board of
Directors.  He  shall  borrow,  invest  and  disburse  funds  on  behalf  of the
Corporation  as may be  authorized  by the Board of  Directors  and shall render
periodic  accounts of his  transactions  as Treasurer.  The Treasurer shall have
such  other  powers  and shall  discharge  such  other  duties as are  generally
incident  to the office of  Treasurer  or as may be assigned to him from time to
time by the Board of  Directors,  the Chairman of the Board,  a Vice Chairman or
the President.  If there shall be one or more Assistant Treasurers,  each shall,
in the  absence  of the  Treasurer,  or at his  request,  have  his  powers  and
discharge his duties.

Section 12. Other Officers:
Each other  officer  shall have such  powers and  discharge  such  duties as are
prescribed by law or as may be assigned to him from time to time by the Board of
Directors or by the Chairman of the Board or a Vice Chairman or the President of
the Corporation.

Section 13. Salaries:
No officer shall be prevented from receiving a salary or any other  compensation
by reason of the fact that he is also a director of the Corporation.

Section 14. Sureties and Bonds:
In case the Board of  Directors  shall so  require,  any officer or agent 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  upon the
faithful performance of his duties to the Corporation,  including responsibility
for negligence  and for the accounting for all property,  funds or securities of
the Corporation which may come into his hands.

Article IV. Shares of Stock
Section 1. Certificates Representing Shares:
The shares of the  Corporation  shall be represented by certificates or shall be
uncertificated shares. Certificates shall be signed by the Chairman of the Board
or a Vice Chairman or the President or a Vice  President and the Secretary or an
Assistant  Secretary  or the  Treasurer or an  Assistant  Treasurer,  and may be
sealed with the seal of the Corporation or a facsimile  thereof.  The signatures
of the officers upon a  certificate  may be  facsimiles  if the  certificate  is
countersigned  by a transfer agent or registered by a registrar acting on behalf
of the  Corporation.  In case any  officer  who has  signed  or whose  facsimile
signature  has been  placed  upon a  certificate  shall  have  ceased to be such
officer before such  certificate is issued,  it may be issued by the Corporation
with the same effect as if he were such officer at the date of issue.

Section 2. Lost or Destroyed Certificates:
The  holder  of  any  shares  of  stock  of  the  Corporation  represented  by a
certificate  shall  immediately  notify the  Corporation  and its  registrar and
transfer agent of the loss or destruction of such


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<PAGE>
 
certificate.  The  Corporation  may issue a new  certificate in the place of any
certificate  theretofore issued by it alleged to have been lost or destroyed and
the  Board  of  Directors  may  require  the  owner  of the  lost  or  destroyed
certificate,  or his legal  representatives,  to give the  Corporation a bond in
such sum as the Board of  Directors,  or any person  delegated by it, may direct
and  with  such  surety  or  sureties  as may be  satisfactory  to the  Board of
Directors,  or any person delegated by it, to indemnify the Corporation  against
any claim that may be made against it and/or its transfer agent and/or registrar
on account of the alleged loss or  destruction  of any such  certificate.  A new
certificate  may be issued  without  requiring any bond when, in the judgment of
the Board of Directors, it is proper to do so.

Section 3. Holders of Record:
The Corporation  shall be entitled to treat the holder of record of any share or
shares of stock as the absolute owner thereof for all purposes and, accordingly,
shall not be bound to  recognize  any  legal,  equitable  or other  claim to, or
interest in, such share or shares on the part of any other person whether or not
it or they shall have express or other notice thereof.

Section 4. Regulations:
The Board of  Directors  may make  such  rules  and  regulations  as it may deem
expedient,  including the appointment of co-transfer agents and co-registrars in
or outside  of the State of New York,  concerning  the  issuance,  transfer  and
registration  of  shares  of  stock of the  Corporation  either  represented  by
certificates or  uncertificated,  and may require all certificates  representing
any class of stock to bear the  signature  or  signatures  of a  transfer  agent
and/or registrar appointed for such class of stock.

Section 5. Fixing of Record Date:
The Board of Directors  may fix a day (i) not more than fifty days nor less than
ten days prior to the day of holding  any  meeting of  shareholders  or (ii) not
more than fifty  days  prior to the last day on which the  consent or dissent of
shareholders  may be  expressed  for any purpose  without a meeting,  or the day
fixed for the payment of any dividend or the distribution of any subscription or
other rights or interests,  or the day on which any other action is to be taken,
as a record date for the  determination  of the shareholders who are entitled to
notice  of and to vote at such  meeting  or any  adjournment  thereof,  or whose
consent or dissent is required or may be expressed  for any purpose,  or who are
entitled to receive such  dividends or rights or interests or whose  identity is
to be determined for the purposes of any such other action.

Article V. Dividends
Dividends may be declared and paid out of any funds available therefor as often,
in such  amounts  and at such  time or  times  as the  Board  of  Directors  may
determine.




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<PAGE>
 
Article VI. Right to Inspect Books
The Board of Directors is authorized from time to time to determine  whether and
to  what  extent,  at what  time  and  place,  and  under  what  conditions  and
regulations,  the books and accounts of the  Corporation or any of them shall be
open to the inspection of any shareholder.

Article VII. Execution of Instruments
Section 1. Execution of Instruments:
Any drafts, bills of exchange, acceptances, bonds, endorsements,  notes or other
obligations  or evidences of  indebtedness  of the  Corporation,  and all deeds,
mortgages,  indentures, bills of sale, conveyances,  endorsements,  assignments,
transfers, stock powers or other instruments of transfer, contracts, agreements,
dividend  or other  orders,  powers of  attorney,  waivers,  consents,  returns,
reports,  certificates,  demands, notices or documents, and other instruments of
any nature may be signed, executed, verified,  acknowledged and delivered by the
Chairman  of the  Board,  a Vice  Chairman  or the  President  or by such  other
officers,  agents or employees of the Corporation,  or any of them, as from time
to time may be  determined by the Board of Directors,  provided,  however,  that
authority to sign, execute, verify, acknowledge and deliver any contracts of, or
other documents and instruments  requiring  execution by, the Corporation may be
conferred by the Board of Directors  upon any person  whether or not such person
be an officer of the  Corporation;  and provided  further,  that such person may
delegate  from time to time by  instrument  in  writing  all or any part of such
authority to any other person if authorized so to do by the Board of Directors.

Section 2. Proxies:
Proxies to vote with respect to shares of stock of other  corporations  owned by
or standing in the name of the  Corporation and waivers of notice of meetings of
the shareholders of other corporations, the stock of which is owned by or stands
in the name of the Corporation,  may be executed and delivered from time to time
on behalf of the Corporation by the Chairman of the Board, a Vice Chairman,  the
President,  the Secretary or any other person or persons thereunto authorized by
the Board of Directors.

Article VIII. Fiscal Year
The fiscal year of the Corporation shall begin on the 1st day of January and end
on the 31st day of December in each year.

Article IX. Corporate Seal
The corporate seal shall be circular in form and shall bear the name of the
Corporation, the words "Corporate Seal" and words and figures denoting its
organization under the laws of the State of New York, and the year thereof, and
otherwise shall be in such form as shall be approved from time to time by the
Board of Directors.



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<PAGE>
 
Article X. Offices
Section 1. Office of the Corporation:
The  office  of the  Corporation  (as  defined  in  Section  102 of the New York
Business  Corporation Law) shall be in the Borough of Manhattan,  City and State
of New York.

Section 2. Other Offices:
The  Corporation  may establish and maintain one or more offices  outside of the
State of New York in such places as the Board of Directors may from time to time
deem advisable.

Article XI. Amendments
(a) All by-laws of the Corporation shall be subject to amendment or repeal,  and
new  by-laws may be adopted,  by the vote of the  shareholders  at any annual or
special  meeting,  the notice or waiver of notice of which shall have summarized
or set forth in full the proposed amendment.

(b) The Board of  Directors  shall have  power,  by  majority  vote of the total
number of directors which the Corporation would have if there were no vacancies,
to  adopt,  amend  and  repeal  from time to time  by-laws  of the  Corporation;
provided, however, that the shareholders may amend or repeal by-laws made by the
Board of  Directors  and may from time to time  limit or define the right of the
Board of  Directors  to amend or repeal  any  by-law or  by-laws  adopted by the
shareholders.  Without limiting the generality of the foregoing,  the provisions
of  paragraph  (a) of Section 1 of Article  II and any other  provisions  hereof
relating to the classification of directors may be repealed by the majority vote
of the total number of directors which the Corporation  would have if there were
no vacancies or may be amended or supplemented,  by such vote, in any manner not
resulting  in a term of office of  directors  longer than that  provided in said
provisions.

Article XII. Interpretation
These by-laws are subject and  subordinate to the provisions of applicable  law,
including  without  limitation the Business  Corporation Law of the State of New
York, and the provisions of the Certificate of Incorporation, as the same may be
in effect from time to time.

As used in these by-laws,  the term Certificate of Incorporation  shall mean the
Restated  Certificate of  Incorporation  of the  Corporation  and any amendments
thereto.










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