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                                   BY-LAWS OF

                               ALEXANDER'S, INC.

                        (As Amended on November 7, 1996)


                                   ARTICLE I

                           Meetings of Stockholders.

          Section 1.1  Annual Meetings.  The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
properly may come before such meeting shall be held on such date, and at such
time and place within or without the State of Delaware as may be designated by
the Board of Directors.

          Section 1.2  Special Meetings.  Special meetings of the stockholders
for any proper purpose or purposes may be called at any time by the Board of
Directors, the Chairman of the Board or any Vice Chairman of the Board to be
held on such date, and at such time and place within or without the State of
Delaware as the Board of Directors, the Chairman of the Board or any Vice
Chairman of the Board, whichever has called the meeting, shall direct.  A
special meeting of the stockholders shall be called by the Chairman of the
Board or any Vice Chairman of the Board whenever stockholders owning not less
than a majority of the shares of the Corporation then issued and outstanding
and entitled to vote on matters to be submitted to stockholders of the
Corporation shall make application therefor in writing.  Any such written
request shall state a proper purpose or purposes of the meeting and shall be
delivered to the Chairman of the Board or any Vice Chairman of the Board.











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          Section 1.3  Notice of Meeting.  Written notice, signed by the
Chairman of the Board or any Vice Chairman of the Board, and the Secretary or
an Assistant Secretary, of every meeting of stockholders stating the purpose or
purposes for which the meeting is called, and the date and time when, and the
place where, it is to be held shall be delivered either personally or by mail,
to each stockholder entitled to vote at such voting meeting not less than ten
or more than fifty days before the meeting, except as otherwise provided by
statute.  If mailed, such notice shall be directed to a stockholder at his
address as it shall appear on the stock books of the Corporation, unless he
shall have filed with the Secretary 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 1.4  Quorum.  The presence at any meeting, in person or by
proxy, of the holders of record of a majority of the shares then issued and
outstanding and entitled to vote shall be necessary and sufficient to
constitute a quorum for the transaction of business, except where provided
otherwise by statute.

          Section 1.5  Adjournments.  In the absence of a quorum, a majority in
interest of the stockholders entitled to vote, present in person or by proxy,
or, if no stockholder entitled to vote is present in person or by proxy, any
officer entitled to preside or act as secretary of such meeting, may adjourn
the meeting from time to time until a quorum shall be present.
 












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          Section 1.6  Voting.  Directors shall be chosen by a plurality of the
votes cast at the election, and, except where otherwise provided by statute,
all other questions shall be determined by a majority of the votes cast on such
question.

          Section 1.7  Proxies.  Any stockholder entitled to vote may vote by
proxy, provided that the instrument authorizing such proxy to act shall have
been executed in writing (which shall include telegraphing or cabling) by the
stockholder himself or by his duly authorized attorney.

          Section 1.8  Judges of Election.  The Board of Directors may appoint
judges of election to serve at any election of directors and at balloting on
any other matter that may properly come before a meeting of stockholders.  If
no such appointment shall be made, or if any of the judges so appointed shall
fail to attend, or refuse to or be unable to serve, then such appointment may
be made by the presiding officer at the meeting.

          Section 1.9  Written Consent in Lieu of Meeting.  Whenever under the
laws of the State of Delaware action required to be approved or consented to by
stockholders may be so proved or consented to by unanimous or other written
consent or approval without a meeting then such consent or approval shall be as
effective as if made by the stockholders at a meeting.

          Section 1.10  Advance Notice of Business to Be Transacted at Annual
Meetings.  To be properly brought before the annual meeting of the
stockholders, business must be either (a) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the Board (or any
duly authorized committee thereof), (b) otherwise












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properly brought before the meeting by or at the direction of the Board (or any
duly authorized committee thereof) or (c) otherwise properly brought before the
meeting by any stockholder of the Corporation (i) who is a stockholder of
record on the date of the giving of the notice provided for in this Section
1.10 and on the record date for the determination of stockholders entitled to
vote at such meeting and (ii) who complies with the notice procedures set forth
in this Section 1.10.  In addition to any other applicable requirements,
including but not limited to the requirements of Rule 14a-8 promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended (the  "Exchange Act"), for business to be properly brought before an
annual meeting by a stockholder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the Corporation.

          To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not less than 60 days nor more than 90 days prior to the
anniversary date of the immediately preceding annual meeting of the
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within 30 days before or 60 days after such
anniversary date, notice by the stockholder in order to be timely must be so
received not earlier than the 90th day prior to such annual meeting and not
later than the close of business on the later of (i) the 60th day prior to such
annual meeting or (ii) the tenth day following the day on which (A) such notice
of the date of the annual meeting is mailed or (B) public disclosure of the
date of the annual meeting is made, whichever first occurs.  For the













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purposes of these By-Laws, "public disclosure" shall mean disclosure in a press
release reported by the Dow Jones News Service, Associated Press or comparable
news service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the
Exchange Act.

          To be in proper written form, a stockholder's notice to the Secretary
must set forth as to each matter such stockholder proposes to bring before the
annual meeting (a) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting,
(b) the name and record address of such stockholder, and the beneficial owner,
if any, on whose behalf such notice is made (c) the class or series and number
of shares of capital stock of the Corporation which are owned beneficially or
of record by such stockholder, and the beneficial owner, if any, together with
evidence reasonably satisfactory to the Secretary of such beneficial ownership,
(d) a description of all arrangements or understandings between such
stockholder and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and any
material interest of such stockholder or the beneficial owner in such business
and (e) a representation that such stockholder intends to appear in person or
by proxy at the annual meeting to bring such business before the meeting.

          Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at the annual meeting of the stockholders except
business brought before such meeting in accordance with the procedures set
forth in this Section 1.10; provided, however, that, once business has been
properly brought before such meeting in accordance with such














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procedures, nothing in this Section 1.10 shall be deemed to preclude discussion
by any stockholder of any such business.  If the presiding officer of such
meeting determines that business was not properly brought before the meeting in
accordance with the foregoing procedures, the presiding officer shall declare
to the meeting that the business was not properly brought before the meeting
and such business shall not be transacted.

                                   ARTICLE II
                               Board of Directors

          Section 2.1  Number.  The number of directors which shall constitute
the whole Board of Directors shall be fixed from time to time by resolution of
the Board of Directors or stockholders (any such resolution of either the Board
of Directors or stockholders being subject to any later resolution of either of
them) but in no event shall such number be less than three or more than the
maximum number permitted by the Amended and Restated Certificate of
Incorporation.

          Section 2.2  Classification of Directors; Election and Term of
Office.  Directors shall be elected at the annual meeting of the stockholders,
as provided in the Amended and Restated Certificate of Incorporation of the
Corporation and herein.  Commencing with the election of directors taking place
at the 1975 meeting of the stockholders, the Board of Directors shall be
divided into three classes, designated Classes, I, II and III, respectively.
The Board of Directors shall by resolution fix such classes as nearly equal in
number as possible, and any increase or decrease in the number of directors
from











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time to time shall be made in such a way as to preserve such equality as nearly
as possible; provided, however, that with respect to the class of directors
nominated for election for a term expiring in 1984, such class shall consist of
only four persons.  The term of office of one of the classes of directors shall
expire each year.  At the annual meeting of the stockholders held in 1975,
Class I directors shall be elected with terms expiring at the 1976 annual
meeting, Class II directors shall be elected with the terms expiring at the
1977 annual meeting and Class III directors shall be elected with terms
expiring at the 1978 annual meeting.  Upon expiration of the term of any class
of directors, their successors shall be elected to hold office until the third
succeeding annual meeting of stockholders.  Each director (whether elected at
an annual meeting or to fill a vacancy or otherwise) shall continue in office
until his successor shall have been elected or until his earlier death,
resignation or removal in the manner hereinafter provided.

          Section 2.3  Nomination of Directors and Advance Notice Thereof.
Only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors of the Corporation, except as may
be otherwise provided in the Amended and Restated Certificate of Incorporation
with respect to the right of holders of preferred stock or any other class of
capital stock of the Corporation to nominate and elect a specified number of
directors in certain circumstances.  Nominations of persons for election to the
Board may be made at any annual meeting of the stockholders, or at any special
meeting of the stockholders called for the purpose of electing directors, (a)
by or at the direction of the Board (or any duly authorized committee thereof)
or (b) by any stockholder













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of the Corporation (i) who is a stockholder of record on the date of the giving
of the notice provided for in this Section 2.3 and on the record date for the
determination of stockholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Section 2.3.  In addition
to any other applicable requirements, for a nomination to be made by a
stockholder, such stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation.

          To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation (a) in the case of an annual meeting, not less than 60 days nor
more than 90 days prior to the anniversary date of the immediately preceding
annual meeting of the stockholders; provided, however, that in the event that
the annual meeting is called for a date that is not within 30 days before or 60
days after such anniversary date, notice by the stockholder in order to be
timely must be so received not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the later of (i) the 60th
day prior to such annual meeting or (ii) the tenth day following the day on
which (A) such notice of the date of the annual meeting is mailed or (B) such
public disclosure of the date of the annual meeting is made, whichever first
occurs, or (b) in the case of a special meeting of stockholders called for the
purpose of electing directors, not earlier than the 90th day prior to such
special meeting and not later than the close of business on the later of (i)
the 60th day prior to such special meeting or (ii) the tenth day following the
day on which (A) notice of the date of the special meeting is mailed or (B)
public disclosure of the date of the special meeting is made, whichever first
occurs.














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          To be in proper written form, a stockholder's notice to the Secretary
must set forth (a) as to each person whom the stockholder proposes to nominate
for election as a director, (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person and (iv)
any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder; and (b) as to the stockholder giving the notice, (i) the name and
record address of such stockholder, and the beneficial owner, if any, on whose
behalf such notice is made (ii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record by
such stockholder and the beneficial owner, if any, together with evidence
reasonably satisfactory to the Secretary of such beneficial ownership, (iii) a
description of all arrangements or understandings between such stockholder and
each proposed nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the person(s) named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of
the Exchange Act and the rules and regulations














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promulgated thereunder.  Such notice must be accompanied by a written consent
of each proposed nominee to being named as a nominee and to serve as a director
if elected.  The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to determine
the eligibility of such proposed nominee to serve as a director of the
Corporation.

          No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in
this Section 2.3.  If the presiding officer of the meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
presiding officer of the meeting shall declare to the meeting that the
nomination was defective and such defective nomination shall be disregarded.

          Notwithstanding anything in this Section 2.3 to the contrary, in the
event that the number of directors to be elected to the Board of Directors is
increased and there is no public disclosure naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the
Corporation at least 70 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this Section 2.3
shall also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the secretary
at the principal executive offices of the Corporation not later than the close
of business on the tenth day following the day on which such public disclosure
is first made by the Corporation.

          Section 2.4  Vacancies and Additional Directorships.  If any vacancy
shall occur among the directors by reason of death, resignation or removal, or
as the result of the













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increase in the number of directorships, the directors then in office shall
continue to act and may fill any such vacancy by a vote of the directors then
in office, though less than a quorum.  Any director so chosen shall hold office
until the next election of the class of directors for which such director shall
have been chosen and until his successor shall have been elected or until his
earlier death, resignation or removal in the manner hereinafter provided.  If
the whole Board shall resign, said Board, prior to their resignations, may
elect their successors, who will take office upon such resignations.

          Section 2.5  Meetings.  A meeting of the Board of Directors shall be
held for organization, for the election of officers and for the transaction of
such other business as may properly come before the meeting, within thirty days
after each annual election of directors.  The Board of Directors by resolution
may provide for the holding of regular meetings and may fix the times and
places at which such meetings shall be held.  Notice of regular meetings shall
not be required to be given, provided that whenever the time or place or place
or regular meetings shall be fixed or changed, notice of such action shall be
mailed promptly to each director who shall not have been present at the meeting
at which such action was taken, addressed to him at his residence or usual
place of business.  Special meetings of the Board of Directors may be called by
the Chairman of the Board, any Vice Chairman of the Board, or any three
directors.  Except as otherwise required by statute, notice of each special
meeting shall be mailed to each director addressed to him at his residence or
usual place of business, or shall be sent to him at such place by telegram,
radio or cable, or telephoned or delivered to him personally, not later than
two days before the day on which the meeting is















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to be held.  Such notice shall state the time and place of such meeting but,
unless otherwise required by statute, the Amended and Restated Certificate of
Incorporation of the Corporation or these By-Laws, need not state the purposes
thereof.  Notice of any meeting need not be given to any director who shall
attend such meeting in person or who shall waive notice thereof, before or
after such meeting, in writing or by telegram, radio or cable.  Whenever the
laws of the State of Delaware authorize or permit directors to act other than
at a meeting, including, but not limited to, acting through unanimous or other
written consents, then such action shall be as effective as if taken by the
directors at a meeting.

          Section 2.6  Quorum.  A majority of the total number of members of
the Board of Directors as constituted from time to time shall be necessary and
sufficient to constitute a quorum for the transaction of business.  In the
absence of a quorum, a majority of those present at the time and place of any
meeting may adjourn the meeting from time to time until a quorum shall be
present and the meeting may be held as adjourned without further notice or
waiver.  A majority of those present at any meeting at which a quorum is
present may decide any question brought before such meeting, except as
otherwise provided by law, the Amended and Restated Certificate of
Incorporation or by these By-Laws.

          Section 2.7  Resignation of Directors.  Any director may resign at
any time by giving written notice of such resignation to the Board of
Directors, the Chairman of the Board or any Vice Chairman of the Board.  Any
such resignation shall take effect at the time specified therein or, if no time
be specified, upon receipt thereof by the Board of Directors














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or one of the above named officers; and, unless specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

          Section 2.8  Removal of Directors.  At any special meeting of the
stockholders, duly called as provided in these By-Laws, any director or
directors may, by the affirmative vote of the holders of a majority of all the
shares of stock outstanding and entitled to vote for the election of directors,
be removed from office, either with or without cause.  At such meeting a
successor or successors may be elected by a plurality of the votes cast, or if
any such vacancy is not so filled, it may be filled by the directors as
provided in Section 2.4.

          Section 2.9  Compensation of Directors.  Directors shall receive such
reasonable compensation for their services as such, whether in the form of
salary or a fixed fee for attendance at meetings, with expenses, if any, as the
Board of Directors may from time to time determine.  Nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.


                                  ARTICLE III

                            Committees of the Board

          Section 3.1  Designation, Power, Alternate Members and Term of
Office.  The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees, each committee to consist of two
or more of the directors of the Corporation.  Any such committee, to the extent
provided in such resolution, shall












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have and may exercise the power 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.  The Board may
designate one or more directors as alternate members of any committee, who, in
the order specified by the Board, may replace any absent or disqualified member
at any meeting of the committee.  If at a meeting of any committee one or more
of the members thereof should be absent or disqualified, and if either the
Board of Directors has not so designated any alternate member or members, or
the number of absent or disqualified members exceeds the number of alternate
members who are present at such meeting, then the member or members of such
committee (including alternates) present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may unanimously
appoint another director to act at the meeting in the place of any such absent
or disqualified member.  The term of office of the members of each committee
shall be as fixed from time to time by the Board, subject to these By-Laws;
provided, however, that any committee member who ceases to be a member of the
Board shall ipso facto cease to be a committee member.  Each committee shall
appoint a secretary, who may be the Secretary of the Corporation or any
Assistant Secretary thereof.

          Section 3.2  Meetings, Notices and Records.  Each committee may
provide for the holding of regular meetings, with or without notice, and may
fix the time and place at which such meetings shall be held.  Special meetings
of each committee shall be held upon call by or at the direction of its
chairman or, if there be no chairman, by or at the direction of any two of its
members, at the time and place specified in the respective notices or














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waivers of notice thereof.  Notice of each special meeting of a committee shall
be mailed to each member of such committee, addressed to him at his residence
or usual place of business, at least two days before the day on which the
meeting is to be held, or shall be sent by telegram, radio or cable, addressed
to him at such place, or telephoned or delivered to him personally, not later
than the day before the day on which the meeting is to be held.  Notice of any
meeting of a committee need not be given to any member thereof who shall attend
the meeting in person or who shall waive notice thereof by telegram, radio,
cable or other writing.  Notice of any adjourned meeting need not be given.
Each committee shall keep a record of its proceedings, and report the same to
the Board of Directors when required.

          Section 3.3  Quorum and Manner of Acting.  At each meeting of any
committee the presence of a majority but not less than two of its members then
in office shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the members present at
any meeting at which a quorum is present shall be the act of such committee; in
the absence of a quorum, a majority of the members present at the time and
place of any meeting may adjourn the meeting from time to time and until a
quorum shall be present.  Subject to the foregoing and other provisions of
these By-Laws and except as otherwise determined by the Board of Directors,
each committee may make rules for the conduct of its business.  Any
determination made in writing and signed by all the members of such committee
shall be as effective as if made by such committee at a meeting.














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          Section 3.4  Resignations.  Any member of a committee may resign at
any time by giving written notice of such resignation to the Board of
Directors, the Chairman of the Board or any Vice Chairman of the Board.  Unless
otherwise specified in such notice, such resignation shall take effect upon
receipt thereof by the Board or any such officer.

          Section 3.5  Removal.  Any member of any committee may be removed at
any time by the Board of Directors with or without cause.

          Section 3.6  Vacancies.  If any vacancy shall occur in any committee
by reason of death, resignation, disqualification, removal or otherwise, the
remaining members of such committee, though less than a quorum, shall continue
to act until such vacancy is filled by the Board of Directors.

          Section 3.7  Compensation.  Committee member shall receive such
reasonable compensation for their services as such, whether in the form of
salary or a fixed fee for attendance at meetings, with expenses, if any, as the
Board of Directors may from time to time determine.  Nothing herein contained
shall be construed to preclude any committee member from serving the
Corporation in any other capacity when receiving compensation therefor.

          Section 3.8  Committees to Advise the Board of Directors.  The Board
of Directors may create, in addition to Committees of the Board as hereinbefore
provided in this Article, one or more committees the sole function and
responsibility of which shall be to make recommendations to the Board of
Directors with respect to the management and operations of the Corporation.
Such committees may be given such titles as may be deemed















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appropriate by the Board of Directors.  Each such committee shall consist of
two or more persons appointed by the Board of Directors, which persons shall be
directors or officers of the Corporation.  The Board of Directors may designate
from among the members of each such committee a Chairman, a Vice Chairman and a
Secretary.  Such committees shall continue in existence at the pleasure of the
Board of Directors, and the members of each such committee shall continue to
serve as such at the pleasure of the Board of Directors.


                                   ARTICLE IV

                                    Officers

          Section 4.1  Number.  The officers of the Corporation shall be a
Chairman of the Board, one or more Vice Chairman of the Board, a Chief
Executive Officer, a Vice President, a Secretary, a Treasurer, and such other
officers as may be elected or appointed in accordance with the provisions of
Sections 4.2 or 4.4.

          Section 4.2  Vice Presidents and General Counsel.  The officers of
the Corporation may include one or more vice presidents who shall have such
further titles and designations (including, without limitation, executive vice
president, senior vice president, vice president--[with description of
particular function or responsibility], and any combination of the foregoing)
as the Board of Directors may from time to time determine.  The Board of
Directors may from time to time determine the seniority as amongst the vice
presidents, in terms of either titles and designations or individuals at the
time serving, or both.  The officers of the Corporation may also include a
General Counsel.













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          Section 4.3  Election, Term of Office and Qualifications.  Each
officer (except such officers as may be appointed in accordance with the
provisions of Section 4.4) shall be elected by the Board of Directors.  Each
such officer (whether elected at the first meeting of the Board of Directors
after the annual meeting of stockholders or to fill a vacancy or otherwise)
shall hold his office until the first meeting of the Board of Directors after
the next annual meeting of stockholders and until his successor shall have been
elected, or until his death, or until he shall have resigned in the manner
provided in Section 4.5 or shall have been removed in the manner provided in
Section 4.6.

          Section 4.4  Subordinate Officers and Agents.  The Board of Directors
from time to time may appoint other officers or agents (including one or more
Assistant Vice Presidents, one or more Assistant Secretaries and one or more
Assistant Treasurers) to hold office for such period, have such authority and
perform such duties as are provided in these By-Laws or as may be provided in
the resolutions appointing them.  The Board of Directors may delegate to any
officer or agent the power to appoint any such subordinate officers or agents
and to prescribe their respective terms of office, authorities and duties.

          Section 4.5  Resignations.  Any officer may resign at any time by
giving written notice of such resignation to the Board of Directors, the
Chairman of the Board, any Vice Chairman of the Board, the Chief Executive
Officer or other officer in the Office of the Chief Executive Officer.  Unless
otherwise specified in such written notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or any such officer.














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          Section 4.6  Removal.  Any officer specifically designated in Section
4.1 or 4.2 may be removed at any time, either with or without cause, at any
meeting of the Board of Directors by the vote of a majority of all the
directors then in office.  Any officer or agent appointed in accordance with
the provisions of Section 4.4 may be removed, either with or without cause, by
the Board of Directors at any meeting, by the vote of a majority of the
directors present at such meeting, or by superior officer or agent upon whom
such power of removal shall have been conferred by the Board of Directors.

          Section 4.7  Vacancies.  A vacancy in any office by reason of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed by these By-Laws for
regular election or appointment to such office.

          Section 4.8  The Chairman of the Board.  The Chairman of the Board
shall be elected from among the members of the Board of Directors.  If present,
he shall preside at all meetings of stockholders and he shall see that all
orders and resolutions of the Board of Directors are carried into effect.  He
may sign, with any other officer thereunto duly authorized, certificates of
stock of the Corporation the issuance of which shall have been duly authorized
(the signature to which may be a facsimile signature), and may sign and execute
in the name of the Corporation deeds, mortgages, bonds, contracts, agreements
or other instruments duly authorized by the Board of Directors except in cases
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent.  From time to time, he shall
report to the Board of Directors all
















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matters within his knowledge which the interests of the Corporation may require
to be brought to their attention.  He shall also perform such other duties as
are given to him by these By-Laws or as from time to time may be assigned to
him by the Board of Directors.

          Section 4.9  The Vice Chairman of the Board.  The Vice Chairman of
the Board or, if there shall be more than one, the Vice Chairmen, shall be
elected from among the members of the Board of Directors.  He or they, as the
case may be, shall assist the Chairman of the Board.  He or they, as the case
may be, may sign with any other officer thereunto duly authorized, certificates
of stock of the Corporation the issuance of which shall have been duly
authorized (the signature to which may be a facsimile signature), and may sign
and execute in the name of the Corporation deeds, mortgages, bonds, contracts,
agreements or other instruments duly authorized by the Board of Directors
except in cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent.  From time
to time, he or they, as the case may be, shall report to the Board of Directors
all matters within his or their, as the case may be, knowledge which the
interests of the Corporation may require to be brought to their attention.  He
or they, as the case may be, shall also perform such other duties as are given
to him or them, as the case may be, by these By-Laws or as from time to time
may be assigned to him or them, as the case may be, by the Board of Directors.

          Section 4.10   The Chief Executive Officer.  The Chief Executive
Officer shall perform such duties as are given to him by these By-Laws or as
from time to time may be assigned to him by the Board of Directors.  Subject to
the overall authority of the Board of














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<PAGE>   21
                                       21

Directors, the Chief Executive Officer shall be the chief executive officer and
the chief operating officer of the Corporation and shall have supervision of
the day-to-day operations and administration of the Corporation.  The Chief
Executive Officer may sign and execute in the name of the Corporation, deeds,
mortgages, bonds, contracts, agreements or other instruments duly authorized by
the Board of Directors except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent.  From time to time, the Chief Executive Officer shall report to the
Board of Directors all matters within their knowledge which the interests of
the Corporation may require to be brought to their attention.

          Section 4.11   The Vice Presidents.  The Vice Presidents shall
perform such duties as are given to them by these By-Laws or as from time to
time may be assigned to them by the Board of Directors, the Chairman of the
Board, any Vice Chairman of the Board, or the Chief Executive Officer and, in
the order of their seniority, or in any other order as the Board of Directors
may from time to time determine, shall, in the absence of the Chief Executive
Officer, have all the powers of and be subject to all restrictions upon the
Chief Executive Officer; and may sign, if so authorized, in the name of the
Corporation, deeds, mortgages, bonds and other instruments.

          Section 4.12   General Counsel.  If there is a General Counsel, he
shall be the chief legal officer of the Corporation.  He shall perform such
duties as are given to him by these By-Laws or as from time to time may be
assigned to him by the Board of Directors,
















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<PAGE>   22
                                       22

the Chairman of the Board, any Vice Chairman of the Board, the Chief Executive
Officer or other officers occupying the Office of the Chief Executive Officer.

          Section 4.13   The Secretary.  The Secretary shall:

               (a)  Record all the proceedings of the meetings of the
          stockholders, the Board of Directors, and any committees in a book or
          books to be kept for that purpose;

               (b)  Cause all notices to be duly given in accordance with the
          provisions of these By-Laws and as required by statute;

               (c)  Whenever any committee shall be appointed in pursuance of a
          resolution of the Board of Directors, furnish the chairman of such
          committee with a copy of such resolution;

               (d)  Be custodian of the records and of the seal of the
          Corporation, and cause such seal to be affixed to all certificates
          representing stock of the Corporation prior to the issuance thereof
          and to all instruments the execution of which on behalf of the
          Corporation under its seal shall have been duly authorized;

               (e)  See that the lists, books, reports, statements,
          certificates and other documents and records required by statute are
          properly kept and filed;

               (f)  Have charge of the stock and transfer books of the
          Corporation, and exhibit such stock book at all reasonable times to
          such persons as are entitled by statute to have access thereto;

               (g)  Sign (unless the Treasurer or an Assistant Secretary or an
          Assistant Treasurer shall sign) certificates representing stock of
          the Corporation the issuance of which shall have been duly authorized
          (the signature to which may be a facsimile signature); and

               (h)  In general, perform all duties incident to the office of
          the Secretary and such other duties as are given to him by these
          By-Laws or as from time to time may be assigned to him by the Board
          of Directors, the Chairman of the Board, any Vice Chairman of the
          Board, the Chief Executive Officer or other officer occupying the
          Office of the Chief Executive Officer.
















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<PAGE>   23
                                       23



          Section 4.14   Assistant Secretaries.  At the request of the
Secretary or in his absence or disability, the Assistant Secretary designated
by him (or in the absence of such designation, the Assistant Secretary
designated by the Board of Directors, the Chairman of the Board, any Vice
Chairman of the Board, the Chief Executive Officer or other officer occupying
the Office of the Chief Executive Officer) shall perform all the duties of the
Secretary, and when so acting, shall have all the powers of and be subject to
all restrictions upon the Secretary.  The Assistant Secretaries shall perform
such other duties as from time to time may be assigned to them respectively by
the Board of Directors, the Chairman of the Board or any Vice Chairman of the
Board, the Chief Executive Officer or other officer occupying the Office of the
Chief Executive Officer.

          Section 4.15   The Treasurer.  The Treasurer shall:

               (a)  Have charge of and supervision over and be responsible for
          the funds, securities, receipts and disbursements of the Corporation;

               (b)  Cause the moneys and other valuable effects of the
          Corporation to be deposited in the name and to the credit of the
          Corporation in such other banks or trust companies or with such
          bankers or other depositaries as shall be selected in accordance with
          Section 5.3 of these By-Laws or to be otherwise dealt with in such
          manner as the Board of Directors may direct;

               (c)  Cause the funds of the Corporation to be disbursed by
          checks or drafts upon the authorized depositaries of the Corporation,
          and cause to be taken and preserved proper vouchers for all moneys
          disbursed;

               (d)  Render to the Board of Directors or the Chairman of the
          Board, any Vice Chairman of the Board, the Chief Executive Officer or
          other officer occupying the Office of the Chief Executive Officer,
          whenever requested, a statement of the financial condition of the
          Corporation and of all of his transactions as Treasurer;















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<PAGE>   24
                                       24


               (e)  Cause to be kept at the Corporation's principal office
          correct books of account of all its business and transactions and
          such duplicate books of account as he shall determine and upon
          application cause such books or duplicates thereof to be exhibited to
          any director;

               (f)  Be empowered, from time to time, to require from the
          officers or agents of the Corporation, reports or statements giving
          such information as he may desire with respect to any and all
          financial transactions of the Corporation;

               (g)  Sign (unless the Secretary or an Assistant Secretary or an
          Assistant Treasurer shall sign) certificates representing stock of
          the Corporation, the issuances of which shall have been duly
          authorized (the signature to which may be a facsimile signature); and

               (h)  In general, perform all duties incident to the office of
          Treasurer and such other duties as are given to him by these By-Laws
          or as from time to time may be assigned to him by the Board of
          Directors or the Chairman of the Board, any Vice Chairman of the
          Board, the Chief Executive Officer or other officer occupying the
          Office of the Chief Executive Officer.


          Section 4.16   Assistant Treasurers.  At the request of the Treasurer
or in his absence or disability the Assistant Treasurer designated by him (or
in the absence of such designation, the Assistant Treasurer designated by the
Board of Directors or the Chairman of the Board, any Vice Chairman of the
Board, the Chief Executive Officer or other officer occupying the Office of the
Chief Executive Officer) shall perform all the duties of the Treasurer, and,
when so acting, shall have all the powers of and be subject to all restrictions
upon the Treasurer.  The Assistant Treasurers shall perform such other duties
as from time to time may be assigned to them respectively by the Board of
Directors, the Chairman of the Board, any Vice Chairman of the Board, the Chief
Executive Officer or other officer occupying the Office of the Chief Executive
Officer or the Treasurer.















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<PAGE>   25
                                       25


          Section 4.17   Surety Bonds.  If 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 discharge of his duties,
including responsibility for negligence and for the accounting for all
property, funds or securities of the Corporation which may come into his hands.

                                   ARTICLE V
            Execution of Instruments and Deposits of Corporate Funds

          Section 5.1    Execution of Instruments Generally.  The Chairman of
the Board, any Vice Chairman of the Board, the Chief Executive Officer, any
officer occupying the Office of the Chief Executive Officer, any Vice
Presidents, the Secretary or the Treasurer, subject to the approval of the
Board of Directors, may enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation.  The Board of
Directors may authorize any officer or officers, or agents or agent, to enter
into any contract or execute and deliver any instrument in the name and on
behalf of the Corporation, and such authorization may be general or confined to
specific instances.

          Section 5.2    Borrowing.  No loans or advances shall be obtained by
or contracted for, by or behalf of the Corporation, and no negotiable paper
shall be issued in its name, unless and except as authorized by the Board of
Directors.  Such authorization may be general or confined to specific
instances.  Any officer or agent of the Corporation thereunto so authorized may
obtain loans and advances, may make, execute and deliver promissory














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                                       26

notes, bonds or other evidences of indebtedness of the Corporation.  Any
officer or agent of the Corporation thereunto so authorized may pledge,
hypothecate or transfer as security for the payment of any and all loans,
advances, indebtedness and liabilities of the Corporation, and any and all
stocks, bonds, other securities and other personal property at any time held by
the Corporation, and to that end may endorse, assign and deliver the same and
do every act and thing necessary or proper in connection therewith.

          Section 5.3    Deposits.  All funds of the Corporation not otherwise
employed shall be deposited from time to time to its credit in such banks or
trust companies or with such bankers or other depositaries as the Board of
Directors may select, or as may be selected by any officer or officers or agent
or agents authorized so to do by the Board of Directors.  Endorsements for
deposit to the credit of the Corporation in any of its duly authorized
depositaries shall be made in such manner as the Board of Directors from time
to time may determine.

          Section 5.4    Checks, Drafts, etc.  All checks, drafts or other
orders for the payment of money, and all notes or other evidences of
indebtedness issued in the name of the Corporation, shall be signed by such
officer or officers or agent or agents of the Corporation, and in such manner,
as from time to time shall be determined by the Board of Directors.

          Section 5.5    Proxies.  Proxies to vote with respect to shares of
stock of other corporations owned by or standing 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 or any Vice Chairman of the Board or
















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                                       27

by any other person or persons thereunto authorized by the Board of Directors.

                                   ARTICLE VI
                                  Record Dates

          Section 6.1    In order that the Corporation may determine the
stockholders 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 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, in advance, a record
date, which shall be not more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action.  Only
those stockholders of record on the date so fixed shall be entitled to any of
the foregoing rights, notwithstanding the transfer of any such stock on the
books of the Corporation after any such record date fixed by the Board of
Directors.

                                  ARTICLE VII
                                 Corporate Seal

          Section 7.1    The corporate seal shall be circular in form and shall
bear the name of the Corporation and words and figures denoting its
organization under the laws of
















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                                      28

the State of Delaware and the year thereof and otherwise shall be in such form
as shall be approved from time to time by the Board of Directors.


                                 ARTICLE VIII

                                  Fiscal Year

          Section 8.1    The fiscal year of the Corporation shall commence on
January 1st and end on December 31st in each year.


                                  ARTICLE IX

                 Personal Borrowing by Directors and Officers

          Section 9.1    No Director of officer of the Corporation shall borrow
funds from the Corporation or from any subsidiary corporation of the
Corporation by any manner or means whatsoever, and the Corporation shall not
make any loans whatsoever to any Director or officer by any manner or means.
Nothing contained in this Section, however, shall be deemed to prohibit the
making or accepting of advances of reasonable sums for travel expenses in
connection with the business of the Corporation or any subsidiary corporation,
provided that such advances shall be accounted for promptly upon completion of
the particular travel involved with respect to each such advance.














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                                       29


                                   ARTICLE X

                                   Amendments

          Section 10.1   All By-Laws of the Corporation may be amended, altered
or repealed, and new By-Laws may be made by the affirmative vote of the holders
of record of a majority of the outstanding shares of stock of the Corporation
entitled to vote cast at any annual or special meeting, or by the affirmative
vote of a majority of the Directors cast at any regular or special meeting at
which a quorum is present; provided, however, that the power to amend, alter or
repeal Article IX of the By-Laws and this proviso is reserved exclusively to
the stockholders.


















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