EXHIBIT 3.2
        ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC.
                             BY-LAWS
                 AS AMENDED TO OCTOBER 28, 1997
                            ARTICLE I
                             Offices
     The registered office of the Corporation shall be in the City
of Dover, County of Kent, State of Delaware.
     The Corporation may also have offices at such other places,
both within and without the State of Delaware, as may from time to
time be designated by the Board of Directors.
                           ARTICLE II
                              Books
     The books and records of the Corporation may be kept (except
as otherwise provided by the laws of the State of Delaware) outside
of the State of Delaware and at such place or places as may from
time to time be designated by the Board of Directors.
                           ARTICLE III
                          Stockholders
     Section 1. Annual Meetings. The annual meeting of the
stockholders of the Corporation for the election of Directors and
the transaction of such other business as may properly come before
said meeting shall be held at the principal business office of the
Corporation or at such other place or places either within or
without the State of Delaware as may be designated by the Board of
Directors and stated in the notice of the meeting, on the second
Thursday in June in each year, if not a legal holiday, and, if a
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legal holiday, then on the next weekday not a legal holiday, at
10:00 o'clock in the morning.
     Written notice of the place designated for the annual meeting
of the stockholders of the Corporation shall be delivered personal-
ly or mailed to each stockholder entitled to vote thereat not less
than ten (10) and not more than sixty (60) days prior to said
meeting, but at any meeting at which all stockholders shall be
present, or of which all stockholders not present have waived
notice in writing, the giving of notice as above described may be
dispensed with. If mailed, said notice shall be directed to each
stockholder at his address as the same appears on the stock ledger
of the Corporation unless he shall have filed with the Secretary of
the Corporation a written request that notices intended for him be
mailed to some other address, in which case it shall be mailed to
the address designated in such request.
     Section 2. Special Meetings. Special meetings of the
stockholders of the Corporation shall be held whenever called  in
the manner required by the laws of the State of Delaware for
purposes as to which there are special statutory provisions,  and
for other purposes whenever called by resolution of the Board of
Directors, or by the Chairman of the Board, the President, or by
the holders of a majority of the outstanding shares of capital
stock of the Corporation the holders of which are entitled to vote
on matters that are to be voted on at such meeting. Any such
special meeting of stockholders may be held at the principal
business office of the Corporation or at such other place or
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places, either within or without the State of Delaware, as may be
specified in the notice thereof. Business transacted at any special
meeting of stockholders of the Corporation shall be limited to the
purposes stated in the notice thereof.
     Except as otherwise expressly required by the laws of the
State of Delaware, written notice of each special meeting,  stating
the day, hour and place, and in general terms the business to be
transacted thereat, shall be delivered personally or mailed to each
stockholder entitled to vote thereat not less than ten (10) days
and not more than sixty (60) days before the meeting. If mailed,
said notice shall be directed to each stockholder at his address as
the same appears on the stock ledger of the Corporation unless he
shall have filed with the Secretary of the Corporation a written
request that notices intended for him be mailed to some other
address, in which case it shall be mailed to the address designated
in said request.  At any special meeting at which all stockholders
shall be present, or of which all stockholders not present have
waived notice in writing, the giving of notice as above described
may be dispensed with.
     Section 3. List of Stockholders. The officer of the  Corpora-
tion who shall have charge of the stock ledger of the  Corporation
shall prepare and make, at least ten (10) days before every meeting
of stockholders, a complete list of the stockholders entitled to
vote at said 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
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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, 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 4. Quorum. At any meeting of the stockholders of the
Corporation, except as otherwise expressly provided by the laws of
the State of Delaware, the Certificate of Incorporation or these
By-Laws, there must be present, either in person or by proxy. in
order to constitute a quorum, stockholders owning a majority of the
issued and outstanding shares of the capital stock of the Corpora-
tion entitled to vote at said meeting. At any meeting of stock-
holders at which a quorum is not present, the holders of, or
proxies for, a majority of the stock which is represented at such
meeting, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting
at which a quorum shall be present or represented any business may
be transacted which might have been transacted at the meeting as
originally noticed. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall
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be given to each stockholder of record entitled to vote the
meeting.
     Section 5. Organization. The Chairman of the Board, or in his
absence the President, shall call to order meetings of the
stockholders and shall act as chairman of such meetings.  The Board
of Directors or the stockholders may appoint any stockholder or any
other Director or officer of the Corporation to act as chairman of
any meeting in the absence of the Chairman of the Board and the
President.  The Secretary of the Corporation shall act as secretary
of all meetings of the stockholders, but in the absence of the
Secretary the presiding officer may appoint any other person to act
as secretary of any meeting.
     Section 6. Voting. Except as otherwise provided in the
Certificate of Incorporation or these By-Laws, each stockholder of
record of the Corporation shall, at every meeting of the stockhold-
ers of the Corporation, be entitled to one (1) vote for each share
of stock standing in his name on the books of the Corporation on
any matter on which he is entitled to vote, and such votes may be
cast either in person or by proxy, appointed by an instrument in
writing, subscribed by such stockholder or by his duly authorized
attorney, and filed with the Secretary before being voted on, but
no proxy shall be voted after three (3) years from its date, unless
said proxy provides for a longer period. If the Certificate of
Incorporation provides for more or less than one (1) vote for any
share of capital stock of the Corporation, on any matter, then any
and every reference in these By-Laws to a majority or other
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proportion of capital stock shall refer to such majority or other
proportion of the votes of such stock.
     The vote on all elections of Directors and on any other
questions before the meeting need not be by ballot, except upon
demand of any stockholder.  When a quorum is present at any meeting
of the stockholders of the Corporation, the vote of the holders of
a majority of the capital stock entitled to vote at such meeting
and present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one
upon which, under any provision of the laws of the State of
Delaware or of the Certificate of Incorporation, a different vote
is required in which case such provision shall govern and control
the decision of such question.
     Section 7. Consent. Except as otherwise provided by the
Certificate of Incorporation, whenever the vote of the stockholders
at a meeting thereof is required or permitted to be taken in
connection with any corporate action by any provision of the laws
of the State of Delaware or of the Certificate of Incorporation,
such corporate action 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
capital stock of the Corporation 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. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written
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consent shall be given to those stockholders who have not consented
thereto in writing.
     Section 8. Judges. At every meeting of the stockholders of the
Corporation at which a vote by ballot is taken, the polls shall be
opened and closed, the proxies and ballots shall be received and
taken in charge, and all questions touching the qualifications of
voters, the validity of proxies and the acceptance or rejection of
votes shall be decided by, two (2) judges. Said judges shall be
appointed by the Board of Directors before the meeting, or, if no
such appointment shall have been made, by the presiding officer of
the meeting. If for any reason any of the judges previously
appointed shall fail to attend or refuse or be unable to serve,
judges in place of any so failing to attend, or refusing or unable
to service, shall be appointed in like manner.
                           ARTICLE IV
                            Directors
     Section 1. Number, Election and Term of Office. The business
and affairs of the Corporation shall be managed by the Board of
Directors. The number of Directors which shall constitute the whole
Board shall be not less than three (3) nor more than nine (9).
Within such limits, the number of Directors may be fixed from time
to time by vote of the stockholders or of the Board of Directors,
at any regular or special meeting, subject to the provisions of the
Certificate of Incorporation.  Directors need not be stockholders.
Directors shall be elected at the annual meeting of the
stockholders of the Corporation, except as provided in Section 2
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of this Article, to serve until the next annual meeting of
stockholders and until their respective successors are duly elected
and have qualified.
     In addition to the powers by these By-Laws expressly
conferred upon them, the Board may exercise all such powers of the
Corporation as are not by the laws of the State of Delaware, the
Certificate of Incorporation or these By-Laws required to be
exercised or done by the stockholders.
     Section 2. Vacancies and Newly Created Directorships.  Any
vacancy in the office of a Director occurring for any reason, and
any newly created Directorship resulting from any increase in the
authorized number of Directors, may, subject to the requirements of
Delaware law, be filled by a majority of the Directors then in
office or by a sole remaining Director.  Directors chosen or
elected as aforesaid shall hold office until the next annual
meeting of stockholders and until their respective successors are
duly elected and have qualified.
     Section 3. Removals. At any meeting of stockholders of the
Corporation called for the purpose, the holders of a majority of
the shares of capital stock of the Corporation entitled to vote at
such meeting may remove from office, with or without cause, any or
all of the Directors.
     Section 4. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and place, either
within or without the State of Delaware, as shall from time to time
be determined by resolution of the Board.  
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     Section 5. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President
or any two Directors on notice given to each Director, and such
meetings shall be held at the principal business office of the
Corporation or at such other place or places, either within or
without the State of Delaware, as shall be specified in the notices
thereof.
     Section 6. Annual Meetings. The first meeting of each newly
elected Board of Directors shall be held as soon as practicable
after each annual election of Directors and on the same day, at the
same place at which regular meetings of the Board of Directors are
held, or at such other time and place as may be provided by
resolution of the Board. Such meeting may be held at any other time
or place which shall be specified in a notice given, as hereinafter
provided, for special meetings  of the Board of Directors.
     Section 7. Notice. Notice of any meeting of the Board of
Directors requiring notice shall be given to each Director by
mailing the same at least forty-eight (48) hours, or by personal
delivery, telegram or telecopy at least twenty-four (24) hours,
before  the time fixed for the meeting. Attendance of a Director at
a meeting shall constitute waiver of notice of such meeting, except
when such Director attends such meeting for the express purpose of
objecting, at the beginning of such meeting, to the transaction of
any business because such meeting is not lawfully called or
convened.

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     Section 8. Quorum. At all meetings of the Board of Directors,
the presence of one-half or more of the Directors constituting the
Board (but in no event less than two Directors) shall constitute a
quorum for the transaction of business. Except as may be otherwise
specifically provided by  the laws of the State of Delaware, the
Certificate of Incorporation or these By-Laws, the affirmative vote
of a majority of the Directors present at the time of such vote
shall be the act of the Board of Directors if a quorum is present.
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. The Chairman of the Board
shall call to order meetings of the directors and shall act as
chairman of such meetings.
     Section 9. Consent. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action required
or permitted to be taken at any meeting of the Board of Directors
may be taken without a meeting, if all members of the Board consent
thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board.
     Section 10. Telephonic Meetings. Unless otherwise restricted
by the Certificate of Incorporation or these By-Laws, members of
the Board of Directors may participate in a meeting of the board by
means of conference telephone or similar communications equipment
by means of which all persons participating in such meeting can
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hear each other, and participation in a meeting pursuant to this
Section 10 shall constitute presence in person at such meeting.
     Section 11. Compensation of Directors. Directors, as such,
shall not receive any stated salary for their services, but, by
resolution of the Board, a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each regular or special
meeting of the Board; provided that nothing herein contained shall
be construed to preclude any Director from serving the Corporation
in any other capacity and receiving compensation therefor.  Section
     Section 12. Resignations. Any Director of the Corporation may
resign at any time by giving written notice to the Board of
Directors or to the Chairman of the Board, the President or the
Secretary of the Corporation. Any such resignation shall take
effect at the time specified therein, or, if the time be not
specified, upon receipt thereof; and unless otherwise specified
therein, acceptance of such  resignation shall not be necessary to
make it effective.
                           ARTICLE V
                           Officers
     Section 1. Number, Election and Term of Office. The officers
of the Corporation shall be a Chairman of the Board, Vice Chairman
of the Board, President, one or more Vice Presidents, a Secretary
and a Treasurer, and may, at the discretion of the Board of
Directors, include any other officers and  agents as the interest
of the Corporation may require. Any of the Chairman of the Board,
the Vice Chairman of the Board, the President, or any other officer
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of the Corporation, or any combination of them, as authorized by
the directors, shall be the principal executive officer of the
Corporation. The officers of the Corporation shall be elected
annually by the Board of Directors at its meeting held immediately
after the annual meeting of the stockholders, and shall hold their
respective offices until their successors are duly elected and have
qualified. Any number of offices may be held by the same person.
     Section 2.  Chairman of the Board. The Chairman of the Board
shall preside, when present, at all meetings of the Board of
Directors and all meetings of the stockholders and will perform
such other duties as may from time to time be assigned to him by
the Board of Directors or these By-laws.
     Section 2A. Vice Chairman of the Board.  In the absence of the
Chairman of the Board or in the event of his death, inability or
refusal to act, the Vice Chairman of the Board shall perform the
duties of the Chairman of the Board and, when so acting, shall have
all the powers of and be subject to all the restrictions on the
Chairman of the Board. The Vice Chairman of the Board shall perform
such other duties as may be prescribed from time to time by the
Board or these by-laws.
     Section 3. President. The President shall have such powers and
duties as from time to time may be assigned to him by the Board of
Directors or these By-laws, and shall see that all orders and
resolutions of the Board of Directors and the stockholders are
carried into effect. He shall have the general authority to execute
bonds, deeds, and contracts in the name of the Corporation and
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affix the corporate seal thereto, and to sign stock certificates.
Subject to authorization and approval by the Board of Directors or
pursuant to these By-laws, he shall have the authority: to cause
the employment or appointment of such employees and agents of the
Corporation as the proper conduct of operations may require, and to
fix their compensation; and to remove or suspend any employee or
agent who shall have been employed or appointed under his authority
or under authority of an officer subordinate to him.
     Section 4. Vice Presidents. The Vice Presidents shall perform
such duties as the President or the Board of Directors shall
require. Any Vice President shall, during the absence or incapacity
of the President, assume and perform his duties.
     Section 5. Secretary. The Secretary may sign all certificates
of stock of the Corporation. He shall record all the proceedings of
the meetings of the Board of Directors and of the stockholders of
the Corporation in books to be kept for that purpose. He shall have
custody of the seal of the Corporation and may affix the same to
any instrument requiring such seal when authorized by the Board of
Directors, and when so affixed he may attest the same by his
signature. He shall keep the transfer books, in which all transfers
of the capital stock of the Corporation shall be registered, and
the stock books which shall contain the names and addresses of all
holders of the capital stock of the Corporation and the number of
shares held by each; and he shall keep such stock and transfer
books open daily during business hours to the inspection of every
stockholder and for transfer of stock. He shall notify the
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Directors and stockholders of their respective meetings as
required by law or by these By-Laws, and shall perform such other
duties as may be required by law or by these By-Laws, or which may
be assigned to him from time to time by the Board of Directors.
     Section 6. Treasurer. The Treasurer shall have charge of the
funds and securities of the Corporation. He may sign all certifi-
cates of stock. He shall keep full and accurate accounts of all
receipts and disbursements of the Corporation in books belonging to
the Corporation and shall deposit all monies; and other valuable
effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors. He
shall disburse the funds of the corporation as may be ordered by
the Board, and shall render to the President or the Directors,
whenever they may require it, an account of all his transactions as
Treasurer and an account of the business and financial position of
the Corporation.
     Section 7. Assistant Treasurers. The Assistant Treasurers
shall, during the absence or incapacity of the Treasurer, assume
and perform all functions and duties which the Treasurer might
lawfully do if present and not under any incapacity.
     Section 8. Treasurer's Bond. The Treasurer and Assistant
Treasurers shall, if required so to do by the Board of Directors,
each give a bond (which shall be renewed every six (6) years) in
such sum and with such surety or sureties as the Board of Directors
may require.

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     Section 9. Transfer of Duties. The Board of Directors in its
absolute discretion may transfer the power and duties, in whole or
in part, of any officer to any other officer, or persons, notwith-
standing the provisions of these By-Laws, except as otherwise
provided by the laws of the State of Delaware.
     Section 10. Vacancies. If the office of Chairman of the Board,
President, Vice President, Secretary or Treasurer, or of any other
officer or agent becomes vacant for any reason, the Board of
Directors may choose a successor to hold office for the unexpired
term.
     Section 11. Removals. At any meeting of the Board of Directors
called for the purpose, any officer or agent of the  Corporation
may be removed from office, with or without cause,  by the
affirmative vote of a majority of the entire Board of  Directors.
     Section 12. Compensation of Officers. The officers shall
receive such salary or compensation as may be determined by the
Board of Directors.
     Section 13. Resignations. Any officer or agent of the
Corporation may resign at any time by giving written notice  to the
Board of Directors or to the Chairman of the Board, the  President
or the Secretary of the Corporation. Any such  resignation shall
take effect at the time specified therein or, if the time be not
specified, upon receipt thereof; and unless  otherwise specified
therein, acceptance of such resignation  shall not be necessary to
make it effective.

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                           ARTICLE VI
                   Contracts, Checks and Notes
     Section 1. Contracts. Unless the Board of Directors shall
otherwise specifically direct, all contracts of the Corporation
shall be executed in the name of the Corporation by the Chairman of
the Board or the President or a Vice President.
     Section 2. Checks and Notes. All checks, drafts, bills of
exchange and promissory notes and other negotiable instruments of
the Corporation shall be signed by such officers or agents of the
Corporation as may be designated by the Board of Directors.
                           ARTICLE VII
                             Stocks
     Section 1. Certificates of Stock. The certificates for shares
of the stock of the Corporation shall be in such form, not
inconsistent with the Certificate of Incorporation, as shall be
prepared or approved by the Board of Directors.  Every holder of
stock in the Corporation shall be entitled to have a certificate
signed by, or in the name of the Corporation by, the Chairman of
the Board, the President or a Vice President, and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant
Secretary certifying the number of shares owned by him and the date
of issue; and no certificate shall be valid unless so signed. All
certificates shall be consecutively numbered and shall be entered
in the books of the Corporation as they are issued.  Where a
certificate is countersigned (1) by a transfer  agent other than
the Corporation or its employee, or, (2) by a  registrar other than
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the Corporation or its employee, any other signature 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.  All certificates surrendered to the Corporation
shall be cancelled and, except in the cases of lost or destroyed
certificates, no new certificates shall be issued until the former
certificates for the same number of shares of the same class of
stock shall have been surrendered and cancelled.
     Section 2. Transfer of Stock. Upon surrender to the Corpora-
tion or the transfer agent of the Corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of succes-
sion, assignment 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.
                          ARTICLE VIII
                     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 to, or interest in, such share or  shares
on the part of any other person, whether or not it shall have
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express or other notice thereof, save as expressly provided by the
laws of the State of Delaware.
                           ARTICLE IX
                        Lost Certificates
     Any person claiming a certificate of stock to be lost or
destroyed shall make an affidavit or affirmation of the fact and
advertise the same in such manner as the Board of Directors
may require, and the Board of Directors may, in its discretion,
require the owner of the lost or destroyed certificate, or his
legal representative, to give the Corporation a bond in a sum
sufficient, in the opinion of the Board of Directors, to indem-
nify the Corporation against any claim that may be made against it
on account of the alleged loss of any such certificate. A
new certificate of the same tenor and for the same number of
shares as the one alleged to be lost or destroyed may be issued
without requiring any bond when, in the judgment of the
Directors, it is proper so to do.
                            ARTICLE X
                      Fixing of Record Date
     In order that the Corporation may determine the stock-
holders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent
to corporate action in writing without a meeting, or to receive
payment of any dividend or other distribution or allotment of
any rights, or to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other
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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 by the board of
directors, and which record date shall rot be more than sixty  (60)
nor less than ten (10) days before the date of such  meeting, nor
more than sixty (60) days prior to any other  action. A determina-
tion 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.
                           ARTICLE XI
                            Dividends
     Subject to the relevant provisions of the Certificate of
Incorporation, dividends upon the capital stock of the Corporation
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 of the  Corporation,
subject to the provisions of the Certificate of  Incorporation.
Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends  such sums as the
Directors from time to time, in their absolute  discretion, think
proper as a reserve or reserves 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 interest  of the Corporation, and the
Directors may modify or abolish any  such reserve in the manner in
which it was created.  
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                           ARTICLE XII
                        Waiver of Notice
     Whenever any notice whatever is required to be given by
statute or under the provisions of the Certificate of Incorporation
or these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to said notice, whether before or after the
time stated therein, shall be equivalent  thereto.
                          ARTICLE XIII
                              Seal
     The corporate seal of the Corporation shall have inscribed
thereon the name of the Corporation, the year of its organization
and the words "Corporate Seal of Delaware."
                          ARTICLE XIV
                           Amendments
     Subject to the provisions of the Certificate of Incorporation,
these By-Laws may be altered, amended or repealed or new By-Laws
may be adopted by the stockholders or by the Board of Directors 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 or
repeal of the By-Laws or of adoption of new By-Laws be contained in
the notice of such special meeting.