<PAGE>   1
                                                                  EXHIBIT 3.2






                                RESTATED BYLAWS

                                       OF

                          DOMINICK'S FINER FOODS, INC.



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                                RESTATED BYLAWS

                                       OF

                          DOMINICK'S FINER FOODS, INC.


                               TABLE OF CONTENTS


<TABLE>
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                                                                       Page


     <S>                                                                <C>
     ARTICLE I - OFFICES................................................  1

        Section 1.  Registered offices .................................  1
        Section 2.  Other offices ......................................  1

     ARTICLE II - Meetings of Stockholders .............................  1

        Section 1.  Place of Meetings ..................................  1
        Section 2.  Annual Meeting of Stockholders .....................  1
        Section 3.  Quorum; Adjourned Meetings and Notice Thereof ......  1
        Section 4.  Voting .............................................  1
        Section 5.  Proxies.............................................  2
        Section 6.  Special Meetings ...................................  2
        Section 7.  Notice of Stockholders' Meetings ...................  2
        Section 8.  Maintenance and Inspection of Stockholder List .....  2
        Section 9.  Stockholder Action by Written Consent 
                    Without a Meeting ..................................  2

     ARTICLE III - DIRECTORS............................................  3

        Section 1.   The Number of Directors............................  3
        Section 2.   Vacancies..........................................  3
        Section 3.   Powers ............................................  3
        Section 4.   Place of Directors' Meetings.......................  4
        Section 5.   Regular Meetings...................................  4
        Section 6.   Special Meetings...................................  4
        Section 7.   Quorum.............................................  4
        Section 8.   Action Without Meeting ............................  4
        Section 9.   Telephonic Meetings................................  4
        Section 10.  Committees of Directors ...........................  4
        Section 11.  Minutes of Committee Meetings......................  5
        Section 12.  Compensation of Directors .........................  5

     ARTICLE IV - OFFICERS..............................................  5

        Section 1.  Officers............................................  5
        Section 2.  Election of Officers ...............................  5
        Section 3.  Subordinate Officers ...............................  5
        Section 4.  Compensation of Officers ...........................  6
        Section 5.  Term of Office; Removal and Vacancies...............  6
        Section 6.  Chairman of the Board...............................  6
        Section 7.  President...........................................  6
</TABLE>






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<TABLE>
<CAPTION>
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        <S>                                                             <C>

        Section 8.   Vice Presidents ...................................  6
        Section 9.   Secretary .........................................  6
        Section 10.  Assistant Secretary ...............................  7
        Section 11.  Treasurer .........................................  7
        Section 12.  Assistant Treasurer ...............................  7

     ARTICLE V - INDEMNIFICATION OF DIRECTORS AND OFFICERS..............  7

     ARTICLE VI - INDEMNIFICATION OF EMPLOYEES AND AGENTS...............  9

     ARTICLE VII - CERTIFICATES OF STOCK................................ 10

        Section 1.  Certificates ....................................... 10
        Section 2.  Signatures on Certificates ......................... 10
        Section 3.  Statement of Stock Rights, Preferences, Privileges.. 10
        Section 4.  Lost Certificates................................... 10
        Section 5.  Transfers of Stock.................................. 10
        Section 6.  Fixed Record Date................................... 11
        Section 7.  Registered Stockholders............................. 11

     ARTICLE VIII - GENERAL PROVISIONS                                   11

        Section 1.  Dividends .......................................... 11
        Section 2.  Payment of Dividends; Directors' Duties ............ 11
        Section 3.  Checks.............................................. 11
        Section 4.  Fiscal Year ........................................ 11
        Section 5.  Corporate Seal ..................................... 11
        Section 6.  Manner of Giving Notice ............................ 12
        Section 7.  Waiver of Notice.................................... 12
        Section 8.  Annual Statement.................................... 12

     ARTICLE IX - AMENDMENTS ........................................... 12
</TABLE>

                                     ii


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                               RESTATED BYLAWS

                                      OF

                         DOMINICK'S FINER FOODS, INC.


                                  ARTICLE I
                                   OFFICES

        Section 1. REGISTERED OFFICES.  The registered office shall be in the   
City of Dover, County of Kent, State of Delaware.

        Section 2. OTHER OFFICES.  The corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation
may require.

                                  ARTICLE II
                           MEETINGS OF STOCKHOLDERS

        Section 1. PLACE OF MEETINGS.  Meetings of stockholders shall be held
at any place within or outside the State of Delaware designated by the Board of
Directors. In the absence of any such designation, stockholders' meetings shall
be held at the principal executive office of the corporation.

        Section 2. ANNUAL MEETING OF STOCKHOLDERS.  The annual meeting of
stockholders shall be held each year on a date and a time designated by the
Board of Directors.  At each annual meeting directors shall be elected and any
other proper business may be transacted.

        Section 3. QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF.  A majority
of the stock issued and outstanding and entitled to vote at any meeting of
stockholders, the holders of which are present in person or represented by
proxy, shall constitute a quorum for the transaction of business except as
otherwise provided by law, by the Certificate of Incorporation, or by these
Bylaws.  A quorum, once established, shall not be broken by the withdrawal of
enough votes to leave less than a quorum and the votes present may continue to
transact business until adjournment.  If, however, such quorum shall not be
present or represented at any meeting of the stockholders, a majority of the
voting stock represented in person or by proxy may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented.  At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified.  If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote thereat.

        Section 4. VOTING.  When a quorum is present at any meeting, in all
matters other than the election of directors, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting,






<PAGE>   5

unless thequestion is one upon which by express provision of the
statutes, or the Certificate of Incorporation, or these Bylaws, a different
vote is required in which case such express provision shall govern and control
the decision of such question.  Directors shall be elected by a plurality of
the votes of the shares present in person or represented by proxy at the
meeting and entitled to vote on the election of directors.

        Section 5. PROXIES.  At each meeting of the stockholders, each
stockholder having the right to vote may vote in person or may authorize
another person or persons to act for him by proxy appointed by an instrument in
writing subscribed by such stockholder and bearing a date not more than three
years prior to said meeting, unless said instrument provides for a longer
period.  All proxies must be filed with the Secretary of the corporation at the
beginning of each meeting in order to be counted in any vote at the meeting.
Each stockholder shall have one vote for each share of stock having voting
power, registered in his name on the books of the corporation on the record
date set by the Board of Directors as provided in Article VII, Section 6
hereof.

        Section 6. SPECIAL MEETINGS.  Special meetings of the stockholders, for
any purpose, or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President and shall be
called by the President or the Secretary at the request in writing of a
majority of the Board of Directors, or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding, and entitled to vote.  Such request shall
state the purpose or purposes of the proposed meeting.  Business transacted at
any special meeting of stockholders shall be limited to the purposes stated in
the notice.

        Section 7. NOTICE OF STOCKHOLDERS' MEETINGS.  Whenever stockholders are
required or permitted to take any action at a meeting, a written notice of the
meeting shall be given which notice shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called.  The written notice of any meeting shall be given
to each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.  If mailed, notice is given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation.

        Section 8. MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST.  The officer
who has charge of the stock ledger of the corporation shall prepare and make,
at least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder.  Such list 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 days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall
be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

        Section 9. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. 
Unless otherwise provided in the Certificate of Incorporation, any action
required to be taken at any annual or special meeting of stockholders of the
corporation, or any action which 



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may be taken at any annual or special meeting of such stockholders, may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted and shall be
delivered to the corporation by delivery to its registered office in Delaware,
its principal place of business, or to an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded.  Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty days of the
earliest dated consent delivered in the manner required by this Section 9 to
the corporation, written consents signed by a sufficient number of holders to
take action are delivered to the corporation by delivery to its registered
office in Delaware, its principal place of business or to an officer or agent
of the corporation having custody of the book in which proceedings of meetings
of stockholders are recorded.  Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.  Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.


                                 ARTICLE III
                                  DIRECTORS

        Section 1. THE NUMBER OF DIRECTORS.  The number of directors which
shall constitute the whole Board shall be nine (9).  The directors need not be
stockholders.  The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each
director elected shall hold office until his successor is elected and
qualified; provided, however, that unless otherwise restricted by the
Certificate of Incorporation or by law, any director or the entire Board of
Directors may be removed, either with or without cause, from the Board of
Directors at any meeting of stockholders by a majority of the stock represented
and entitled to vote thereat.

        Section 2. VACANCIES.  Vacancies on the Board of Directors by reason of
death, resignation, retirement, disqualification, removal from office, or
otherwise, and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director. 
The directors so chosen shall hold office until the next annual election of
directors and until their successors are duly elected and shall qualify, unless
sooner displaced.  If there are no directors in office, then an election of
directors may be held in the manner provided by statute.  If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole Board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.


        Section 3. POWERS.  The property and business of the corporation shall
be managed by or under the direction of its Board of Directors.  In addition to
the powers and authorities by


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these Bylaws expressly conferred upon them, the Board may exercise all
such powers of the corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these Bylaws
directed or required to be exercised or done by the stockholders.

        Section 4. POWERS.  The property and business of the corporation shall
be managed by or under the direction of its Board of Directors.  In addition to
the powers and authorities by4. PLACE OF DIRECTORS' MEETINGS.  The directors
may hold their meetings and have one or more offices, and keep the books of the
corporation outside of the State of Delaware.

        Section 5. REGULAR MEETINGS.  Regular meetings of the Board of
Directors may be held without notice at such time and place as shall from time
to time be determined by the Board.

        Section 6. SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be called by the President on forty-eight hours' notice to each
director, either personally or by mail or by telegram; special meetings shall
be called by the President or the Secretary in like manner and on like notice
on the written request of two directors unless the Board consists of only one
director; in which case special meetings shall be called by the President or
Secretary in like manner or on like notice on the written request of the sole
director.

        Section 7. QUORUM.  At all meetings of the Board of Directors a
majority of the authorized number of directors shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the vote
of a majority of the directors present at any meeting at which there is a
quorum, shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, by the Certificate of Incorporation or by
these Bylaws.  If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.  If only one director is authorized, such sole director shall
constitute a quorum.

        Section 8. ACTION WITHOUT MEETING.  Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

        Section 9. TELEPHONIC MEETINGS.  Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at such meeting.

        Section 10. COMMITTEES OF DIRECTORS.  The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each such committee to consist of one or more of the directors of
the corporation.  The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee.  In the absence or disqualification of a member
of a committee, the member or members thereof present at any meeting and not
disqualified from




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voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.  Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to
amending the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the Bylaws of the corporation; and, unless the
resolution or the Certificate of Incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.

        Section 11. MINUTES OF COMMITTEE MEETINGS.  Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.

        Section 12. COMPENSATION OF DIRECTORS.  Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, the Board of Directors shall
have the authority to fix the compensation of directors.  The directors may be
paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.  Members of special or standing committees may
be allowed like compensation for attending committee meetings.


                                  ARTICLE IV
                                   OFFICERS

        Section 1. OFFICERS.  The officers of this corporation shall be chosen
by the Board of Directors and shall include a Chairman of the Board of
Directors or a President, or both, and a Secretary.  The corporation may also
have at the discretion of the Board of Directors such other officers as are
desired, including a Vice-Chairman of the Board of Directors, a Chief Executive
Officer, a Treasurer, one or more Vice Presidents, one or more Assistant
Secretaries and Assistant Treasurers, and such other officers as may be
appointed in accordance with the provisions of Section 3 hereof.  In the event
there are two or more Vice Presidents, then one or more may be designated as
Executive Vice President, Senior Vice President, or other similar or dissimilar
title.  At the time of the election of officers, the directors may by
resolution determine the order of their rank.  Any number of offices may be
held by the same person, unless the Certificate of Incorporation or these
Bylaws otherwise provide.

        Section 2. ELECTION OF OFFICERS.  The Board of Directors, at its first
meeting after each annual meeting of stockholders, shall choose the officers of
the corporation.

        Section 3. SUBORDINATE OFFICERS.  The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms and 


                                      5

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shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.

        Section 4. COMPENSATION OF OFFICERS.  The salaries of all officers and
agents of the corporation shall be fixed by the Board of Directors.

        Section 5. TERM OF OFFICE; REMOVAL AND VACANCIES.  The officers of the
corporation shall hold office until their successors are chosen and qualify in
their stead. Any officer elected or appointed by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the Board of
Directors.  If the office of any officer or officers becomes vacant for any
reason, the vacancy shall be filled by the Board of Directors.

        Section 6. CHAIRMAN OF THE BOARD.  The Chairman of the Board, if such
an officer be elected, shall, if present, preside at all meetings of the Board
of Directors and exercise and perform such other powers and duties as may be
from time to time assigned to him by the Board of Directors or prescribed by
these Bylaws. If there is no President, the Chairman of the Board shall in
addition be the Chief Executive Officer of the corporation and shall have the
powers and duties prescribed in Section 7 of this Article IV.

        Section 7. PRESIDENT.  Subject to such supervisory powers, if any, as
may be given by the Board of Directors to the Chairman of the Board, if there
be such an officer, the President shall be the Chief Executive Officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
corporation.  He shall preside at all meetings of the stockholders and, in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors.  He shall be an ex-officio member of all committees and
shall have the general powers and duties of management usually vested in the
office of President and Chief Executive Officer of corporations, and shall have
such other powers and duties as may be prescribed by the Board of Directors or
these Bylaws.

        Section 8. VICE PRESIDENTS.  In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of and be subject to all the restrictions upon the
President.  The Vice Presidents shall have such other duties as from time to
time may be prescribed for them, respectively, by the Board of Directors.

        Section 9. SECRETARY.  The Secretary shall attend all sessions of the
Board of Directors and all meetings of the stockholders and record all votes
and the minutes of all proceedings in a book to be kept for that purpose; and
shall perform like duties for the standing committees when required by the
Board of Directors.  He shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or these
Bylaws.  He shall keep in safe custody the seal of the corporation, and when
authorized by the Board, affix the same to any instrument requiring it, and
when so affixed it shall be attested by his signature or by the signature of an
Assistant Secretary.  The Board of Directors may give general authority to any
other officer to affix the seal of the corporation and to attest the affixing
by his signature.





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<PAGE>   10


        Section 10. ASSISTANT SECRETARY.  The Assistant Secretary, or if there
be more than one, the Assistant Secretaries in the order determined by the
Board of Directors, or if there be no such determination, the Assistant
Secretary designated by the Board of Directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

        Section 11. TREASURER.  The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys, 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.  He shall disburse the funds of the corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the Board of Directors, at its regular meetings, or when the
Board of Directors so requires, an account of all his transactions as Treasurer
and of the financial condition of the corporation.  If required by the Board of
Directors, he shall give the corporation a bond, in such sum and with such
surety or sureties as shall be satisfactory to the Board of Directors, for the
faithful performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

        Section 12. ASSISTANT TREASURER.  The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors, or if there be no such determination, the Assistant
Treasurer designated by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.


                                  ARTICLE V
                  INDEMNIFICATION OF DIRECTORS AND OFFICERS


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




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<PAGE>   11



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

        (c)   To the extent that a director or officer of the corporation shall
be successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in paragraphs (a) and (b), or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

        (d)   Any indemnification under paragraphs (a) and (b) (unless ordered
by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director or
officer is proper in the circumstances because he has met the applicable
standard of conduct set forth in paragraphs (a) and (b).  Such determination
shall be made (1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.  The corporation, acting through
its Board of Directors or otherwise, shall cause such determination to be made
if so requested by any person who is indemnifiable under this Article V.

        (e)   Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this Article V.

        (f)   The indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Article V shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

        (g)   The Board of Directors may authorize, by a vote of a majority of a
quorum of the Board of Directors, the corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of


                                      8

              
<PAGE>   12

the corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article V.

        (h)   For the purposes of this Article V, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors or
officers so that any person who is or was a director or officer of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article V with respect to the resulting
or surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

        (i)   For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include service
as a director or officer of the corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation"
as referred to in this section.

        (j)   The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article V shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.


        (k)   The corporation shall be required to indemnify a person in
connection with an action, suit or proceeding (or part thereof) initiated by
such person only if the action, suit or proceeding (or part thereof) was
authorized by the Board of Directors of the corporation.


                                  ARTICLE VI
                   INDEMNIFICATION OF EMPLOYEES AND AGENTS

     The corporation may indemnify every person who was or is a party or is or
was threatened to be made a party to any action, suit, or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was an employee or agent of the corporation or, while an employee or
agent of the corporation, is or was serving at the request of the corporation
as an employee or agent or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including counsel fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, to the extent permitted by applicable law.

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                                 ARTICLE VII
                            CERTIFICATES OF STOCK

        Section 1. CERTIFICATES.  Every holder of stock of the corporation
shall be entitled to have a certificate signed by, or in the name of the
corporation by, the Chairman or Vice Chairman of the Board of Directors, or the
President or a Vice President, and by the Secretary or an Assistant Secretary,
or the Treasurer or an Assistant Treasurer of the corporation, certifying the
number of shares represented by the certificate owned by such stockholder in
the corporation.

        Section 2. SIGNATURES ON CERTIFICATES.  Any or all of the signatures on
the certificate may be a facsimile.  In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent, or registrar at the
date of issue.

        Section 3. STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES.  If the
corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualification, limitations or restrictions of
such preferences and/or rights shall be set forth in full or summarized on the
face or back of the certificate which the corporation shall issue to represent
such class or series of stock, provided that, except as otherwise provided in
section 202 of the General Corporation Law of Delaware, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.


        Section 4. LOST CERTIFICATES.  The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed.  When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

        Section 5. TRANSFERS OF STOCK.  Upon surrender to the corporation, or
the transfer agent of the corporation, of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignation or
authority to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

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        Section 6. FIXED RECORD DATE.  In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
the stockholders, or any adjournment thereof, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix a
record date which shall not be more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or 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.  In order that the corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date which shall not be more
than ten days after the date upon which the resolution fixing the record date
is adopted by the Board of Directors.

        Section 8. REGISTERED STOCKHOLDERS.  The corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof and accordingly shall not be bound to recognize any equitable or
other claim or interest in such share on the part of any other person, whether
or not it shall have express or other notice thereof, save as expressly
provided by the laws of the State of Delaware.


                                 ARTICLE VIII
                              GENERAL PROVISIONS

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

        Section 2. PAYMENT OF DIVIDENDS; DIRECTORS' DUTIES.  Before payment of
any dividend there may be set aside out of any funds of the corporation
available for dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve fund to
meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall think conducive to the interests of the corporation, and the
directors may abolish any such reserve.

        Section 3. CHECKS.  All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.

        Section 4. FISCAL YEAR.  The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

        Section 5. CORPORATE SEAL.  The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization and the words
"Corporate Seal, Delaware."  Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

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<PAGE>   15

        Section 6. MANNER OF GIVING NOTICE.  Whenever, under the provisions of
the statutes or of the Certificate of Incorporation or of these Bylaws, notice
is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or stockholder, at his address as it appears
on the records of the corporation, with postage thereon prepaid, and such
notice shall be deemed to be given at the time when the same shall be deposited
in the United States mail.  Notice to directors may also be given by telegram.

        Section 7. WAIVER OF NOTICE.  Whenever any notice is required to be
given under the provisions of the statutes or of the Certificate of
Incorporation or of these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

        Section 8. ANNUAL STATEMENT.  The Board of Directors shall present at
each annual meeting, and at any special meeting of the stockholders when called
for by vote of the stockholders, a full and clear statement of the business and
condition of the corporation.

                                  ARTICLE IX
                                  AMENDMENTS

     These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted by the stockholders or by the Board of Directors, when such power is
conferred upon the Board of Directors by the Certificate of Incorporation, at
any regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration, amendment, repeal or adoption of new Bylaws be contained in
the notice of such special meeting.  If the power to adopt, amend or repeal
Bylaws is conferred upon the Board of Directors by the Certificate of
Incorporation it shall not divest or limit the power of the stockholders to
adopt, amend or repeal Bylaws.




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