Exhibit 3

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                          AMES DEPARTMENT STORES, INC.
                     (hereinafter called the "Corporation")


                                   ARTICLE I

                                     OFFICES

     Section 1.  Registered  Office.  The registered  office of the  Corporation
shall be in the City of Wilmington, County of New Castle, 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 of the  Corporation  (the "Board of Directors")  may from time to
     time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings.  Meetings of the  stockholders for the election of
     directors  or for any other  purpose  shall be held at such time and place,
     either within or without the State of Delaware as shall be designated  from
     time to time by the Board of  Directors  and  stated  in the  notice of the
     meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings.  The annual meeting of stockholders shall be held on
     such date and at such time as shall be designated  from time to time by the
     Board of Directors. At the Annual Meeting the stockholders shall elect by a
     plurality vote the Board of Directors,  and transact such other business as
     may properly be brought  before the meeting.  Written  notice of the Annual
     Meeting  stating the place,  date and hour of the meeting shall be given to
     each stockholder entitled to vote at such meeting not less than 10 nor more
     than 60 days before the date of the meeting.

Section 3.  Special  Meetings.  Except  as  otherwise  required  by  law  or the
     Certificate of  Incorporation,  special  meetings of  stockholders  for any
     purpose or purposes may be called by the Chairman of the Board of Directors
     or a majority of the entire Board of  Directors.  Only such  business as is
     specified in the notice of any special meeting of  stockholders  shall come
     before such meeting. Written notice of a special meeting stating the place,
     date and hour of the  meeting  and the  purpose or  purposes  for which the
     meeting  is  called  shall be given  not less than 10 nor more than 60 days
     before the date of the meeting to each stockholder entitled to vote at such
     meeting.

Section 4. Quorum.  Except as otherwise provided by law or by the Certificate of
     Incorporation,  the holders of a majority of the capital  stock  issued and
     outstanding and entitled to vote thereat,  present in person or represented
     by proxy, shall constitute a quorum at all meetings of the stockholders for
     the transaction of business.  If, however, such quorum shall not be present
     or  represented  at any  meeting  of  the  stockholders,  the  stockholders
     entitled to vote thereat,  present in person or represented by proxy, shall
     have the 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 30 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 entitled to vote at the meeting.

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<PAGE>

Section 5. Order of Business. (a) At each meeting of stockholders,  the Chairman
     of the Board of  Directors  or, in the absence of the Chairman of the Board
     of  Directors,  such person as shall be selected by the Board of  Directors
     shall act as  chairman of the  meeting.  The order of business at each such
     meeting shall be as determined by the chairman of the meeting. The chairman
     of the meeting shall have the right and authority to prescribe  such rules,
     regulations  and  procedures  and to do all  such  acts and  things  as are
     necessary or desirable  for the proper  conduct of the meeting,  including,
     without limitation,  the establishment of procedures for the maintenance of
     order and safety, limitations on the time allotted to questions or comments
     on the affairs of the  Corporation,  restrictions  on entry to such meeting
     after the time prescribed for the commencement thereof, and the opening and
     closing of the voting polls.

(b)  At any  annual  meeting  of  stockholders,  only  such  business  shall  be
     conducted as shall have been brought before the annual meeting (i) by or at
     the  direction of the chairman of the meeting,  (ii) pursuant to the notice
     provided for in Section 2 of this Article IIor (iii) by any stockholder who
     is a holder of record at the time of the giving of such notice provided for
     in this  Section 5, who is entitled to vote at the meeting and who complies
     with the procedures set forth in this Section 5.

(c)  For  business  properly  to  be  brought  before  an  annual  meeting  by a
     stockholder,  the  stockholder  must have given  timely  notice  thereof in
     proper written form to the Secretary of the Corporation  (the  "Secretary")
     and such business must be a proper matter for stockholder  action under the
     General  Corporation  Law  of  the  State  of  Delaware.  To be  timely,  a
     stockholder's  notice 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 first  anniversary  of the preceding  year's
     annual meeting of stockholders;  provided, however, that if the date of the
     annual  meeting is  advanced  more than 30 days prior to or delayed by more
     than 60 days after such anniversary  date,  notice by the stockholder to be
     timely must be so  delivered  not  earlier  than the 90th day prior to such
     annual meeting and not later than the close of business on the later of the
     60th day prior to such annual  meeting or the 10th day following the day on
     which public  announcement of the date of such meeting is first made. To be
     in proper written form, a  stockholder's  notice to the Secretary shall set
     forth in writing as to each matter the stockholder proposes to bring before
     the annual meeting:  (i) a brief  description of the business desired to be
     brought  before the annual  meeting  and the reasons  for  conducting  such
     business  at  the  annual  meeting;  (ii)  the  name  and  address  of  the
     stockholder  proposing such business and all persons or entities  acting in
     concert with the  stockholder;  (iii) the class and number of shares of the
     Corporation which are beneficially owned by the stockholder and all persons
     or entities acting in concert with such stockholder;  and (iv) any material
     interest  of  the  stockholder  in  such  business.  The  foregoing  notice
     requirements  shall be deemed satisfied by a stockholder if the stockholder
     has notified the  Corporation of his or her intention to present a proposal
     at an annual meeting and such stockholder's proposal has been included in a
     proxy  statement that has been prepared by management of the Corporation to
     solicit proxies for such annual meeting;  provided,  however,  that if such
     stockholder does not appear or send a qualified  representative  to present
     such proposal at such annual meeting, the Corporation need not present such
     proposal  for a vote at  such  meeting,  notwithstanding  that  proxies  in
     respect  of  such  vote  may  have  been   received  by  the   Corporation.
     Notwithstanding  anything  in these  By-Laws to the  contrary,  no business
     shall be  conducted at any annual  meeting  except in  accordance  with the
     procedures  set forth in this Section 5. The chairman of an annual  meeting
     shall,  if the facts  warrant,  determine  that  business  was not properly
     brought before the annual meeting in accordance with the provisions of this
     Section 5 and, if the chairman  should so determine,  the chairman shall so
     declare to the annual  meeting and any such  business not properly  brought
     before the annual meeting shall not be transacted.

Section 6.  Voting.  Unless  otherwise  required  by  law,  the  Certificate  of
     Incorporation or these By-Laws,  any question brought before any meeting of
     stockholders  shall be decided by the vote of the  holders of a majority of
     the stock  represented  and  entitled  to vote  thereat.  Each  stockholder
     represented at a meeting of stockholders shall be entitled to cast one vote
     for each share of the capital  stock  entitled to vote thereat held by such
     stockholder.  Such  votes may be cast in  person or by proxy,  but no proxy
     shall be voted on or after  three  years from its date,  unless  such proxy
     provides for a longer period. The Board of Directors, in its discretion, or
     the officer of the Corporation  presiding at a meeting of stockholders,  in
     his  discretion,  may require that any votes cast at such meeting  shall be
     cast by written ballot.

Section 7. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided
     in the Certificate of Incorporation, any action required or permitted to be
     taken at any annual or special  meeting of  stockholders of the Corporation
     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. 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.

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<PAGE>

Section 8. List of Stockholders Entitled to Vote. The officer of the Corporation
     who has charge of the stock  ledger of the  Corporation  shall  prepare and
     make,  at least 10 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 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 of the Corporation who is present.

Section 9. Stock Ledger.  The stock ledger of the Corporation  shall be the only
     evidence  as to who are the  stockholders  entitled  to  examine  the stock
     ledger,  the list  required by Section 8 of this Article II or the books of
     the  Corporation,  or to vote in  person  or by  proxy  at any  meeting  of
     stockholders.

                                  ARTICLE III

                                    DIRECTORS

Section 1.  Number and  Election  of  Directors.  The Board of  Directors  shall
     consist of seven members.  Except as provided in Section 2 of this Article,
     directors  shall be  elected  by a  plurality  of the votes  cast at annual
     meetings of  stockholders,  and each  director so elected shall hold office
     until his  successor is elected and qualified or until his earlier death or
     resignation. Any director may resign at any time upon written notice to the
     Corporation. Directors need not be stockholders.

Section 2.  Vacancies.  Vacancies  occurring on the Board of  Directors  for any
     reason may be filled by a majority of the directors then in office,  though
     less than a quorum, or by a sole remaining  director,  and the directors so
     chosen  shall hold office  until the next annual  election  and until their
     successors  are  duly  elected  and  qualified,   or  until  their  earlier
     resignation or removal.

Section 3.  Notification of Nomination.  Subject to the rights of the holders of
     any class or series of stock having a  preference  over the common stock as
     to dividends or upon liquidation, nominations for the election of directors
     may be made by the Board of  Directors or by any  stockholder  of record at
     the time of giving of the notice of nomination provided for in this Section
     3 of this  Article  III and who is  entitled  to vote for the  election  of
     directors.  Any  stockholder of record entitled to vote for the election of
     directors at a meeting may nominate  persons for election as directors only
     if  timely  written  notice  of such  stockholder's  intent  to  make  such
     nomination  is given,  by either  personal  delivery or United States mail,
     postage prepaid,  to the Secretary.  To be timely,  a stockholder's  notice
     must be  delivered  to or mailed and  received at the  principal  executive
     offices of the Corporation (i) with respect to an election to be held at an
     annual meeting of stockholders, not less than 60 days nor more than 90 days
     prior to the first  anniversary  of the preceding  year's annual meeting of
     stockholders;  provided, however, that if the date of the annual meeting is
     advanced  more than 30 days  prior to or delayed by more than 60 days after
     such  anniversary  date,  notice by the stockholder to be timely must be so
     delivered  not earlier  than the 90th day prior to such annual  meeting and
     not later than the close of  business on the later of the 60th day prior to
     such  annual  meeting  or the 10th day  following  the day on which  public
     announcement  of the  date of such  meeting  is first  made  and (ii)  with
     respect to an election to be held at a special meeting of stockholders  for
     the  election of  directors,  not  earlier  than the 90th day prior to such
     special  meeting  and not later than the close of  business on the later of
     the 60th day prior to such special  meeting or the 10th day  following  the
     day on which public  announcement  is first made of the date of the special
     meeting  and of the  nominees  proposed by the Board to be selected at such
     meeting.  Each such notice shall set forth: (i) the name and address of the
     stockholder who intends to make the nomination,  of all persons or entities
     acting in concert with the stockholder,  and of the person or persons to be
     nominated; (ii) a representation that the stockholder is a holder of record
     of stock of the Corporation entitled to vote at such meeting and intends to
     appear in person  or by proxy at the  meeting  to  nominate  the  person or
     persons specified in the notice; (iii) a description of all arrangements or
     understandings  between  the  stockholder  and each  nominee  and any other
     person or entity acting in concert with the stockholder (naming such person
     or entity)  pursuant to which the nomination or nominations  are to be made
     by the  stockholder;  (iv) such other  information  regarding  each nominee
     proposed by the stockholder as would have been required to be included in a
     proxy  statement  filed  pursuant to the proxy rules of the  Securities and

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<PAGE>

     Exchange  Commission  had each  nominee been  nominated,  or intended to be
     nominated, by the Board of Directors; (v) the class and number of shares of
     the  Corporation  that are  beneficially  owned by the  stockholder and all
     persons or entities  acting in concert with the  stockholder;  and (vi) the
     consent of each nominee to being named in a proxy  statement as nominee and
     to serve as a director  of the  Corporation  if so  elected.  Only  persons
     nominated in  accordance  with this Section  shall be qualified to serve as
     directors.  The  chairman  of the  meeting  may refuse to  acknowledge  the
     nomination  of any  person  not  made  in  compliance  with  the  foregoing
     procedure.  Only such  persons who are  nominated  in  accordance  with the
     procedures  set  forth  in this  Section  3 of this  Article  III  shall be
     eligible to serve as directors of the Corporation.

Notwithstanding  anything in the third sentence of this Section 3 of Article III
to the contrary,  in the event that the number of directors to be elected to the
Board  is  increased  and  there is no  public  announcement  naming  all of the
nominees for director or specifying the size of the increased  Board 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 these By-Laws 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 10th day following the day on which such public  announcement is
first made by the Corporation.
For purposes of the By-Laws,  "public  announcement"  shall mean disclosure in a
press  release  reported by the Dow Jones News  Service,  Associated  Press or a
comparable  national  news  service  or in a  document  publicly  filed  by  the
Corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the Securities Exchange Act of 1934, as amended.
Section 4. Duties and Powers.  The business of the Corporation  shall be managed
     by or under the direction of the Board of Directors  which 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
     By-Laws directed or required to be exercised or done by the stockholders.

Section 5.  Meetings.  The  Board  of  Directors  of the  Corporation  may  hold
     meetings,  both regular and special,  either within or without the State of
     Delaware.  Regular  meetings of the Board of Directors  may be held without
     notice  at  such  time  and at  such  place  as may  from  time  to time be
     determined  by the Board of  Directors.  Special  Meetings  of the Board of
     Directors may be called by the Chairman, if there be one, the President, or
     any  directors.  Notice  thereof  stating  the place,  date and hour of the
     meeting  shall be given to each  director  either  by mail not less than 48
     hours before the date of the meeting, by telephone or telegram on 24 hours'
     notice,  or on such  shorter  notice as the person or persons  calling such
     meeting may deem necessary or appropriate in the circumstances. Notice of a
     meeting of the Board of  Directors  need not be given to any  director  who
     submits a signed waiver of notice whether  before or after the meeting,  or
     who  attends  the  meeting  without  protesting,  prior  thereto  or at its
     commencement,  the lack of notice to him.  A notice,  or waiver of  notice,
     need not specify the business to be transacted at or purpose of any meeting
     of the Board of Directors.

Section 6. Quorum. Except as may be otherwise  specifically provided by law, the
     Certificate of Incorporation or these By-Laws, at all meetings of the Board
     of Directors,  a majority of the entire Board of Directors shall constitute
     a quorum for the  transaction  of business and the act 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.  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.

Section 7. Actions of Board by Written Consent. Unless otherwise provided 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  or of any
     committee thereof may be taken without a meeting,  prior notice, or a vote,
     if all the members of the Board of Directors or committee,  as the case may
     be,  consent  thereto  in writing or by  electronic  transmission,  and the
     writing or writings or electronic  transmission or transmissions  are filed
     with the minutes of  proceedings  of the Board of Directors  or  committee.
     Such filing shall be in paper form if the minutes are  maintained  in paper
     form and shall be in  electronic  form if the  minutes  are  maintained  in
     electronic form.

Section 8. Meetings by Means of Conference Telephone.  Unless otherwise provided
     by the Certificate of Incorporation or these By-Laws,  members of the Board
     of Directors of the Corporation,  or any committee  designated by the Board
     of  Directors,  may  participate  in a meeting of the Board of Directors or
     such committee by means of a conference telephone or similar communications
     equipment  by means of which all persons  participating  in the meeting can
     hear each other, and  participation in a meeting pursuant to this Section 8
     shall constitute presence in person at such meeting.

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Section 9.  Committees.  The Board of Directors  may, by resolution  passed by a
     majority  of  the  entire  Board  of  Directors,   designate  one  or  more
     committees,  each  committee to consist of one or more of the  directors of
     the Corporation. The Board of Directors may designate one or more directors
     as  alternate  members  of any  committee,  who may  replace  any absent or
     disqualified member at any meeting of any such committee. In the absence or
     disqualification  of a  member  of a  committee,  and in the  absence  of a
     designation by the Board of Directors of an alternate member to replace the
     absent or disqualified member, the member or members thereof present at any
     meeting  and  not  disqualified  from  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 absent or  disqualified
     member.  Any  committee,  to the extent  allowed by law and provided in the
     resolution establishing such committee, 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.  Each committee shall keep regular
     minutes and report to the Board of Directors when so requested by the Board
     of Directors.

Section 10. Compensation.  The directors may be paid their expenses,  if any, of
     attendance  at  each  meeting  of  the  Board  of  Directors  and  for  the
     performance  of their  duties  as  directors  and may be paid a fixed  sum,
     determined by the Board of Directors, 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  therefore.  Members of  special  or  standing
     committees  may  be  allowed  like  compensation  for  attending  committee
     meetings.

Section 11.  Interested  Directors.  No  contract  or  transaction  between  the
     Corporation  and one or more of its  directors or officers,  or between the
     Corporation and any other corporation,  partnership,  association, or other
     organization  in  which  one or  more  of its  directors  or  officers  are
     directors  or  officers,  or have a  financial  interest,  shall be void or
     violable solely for this reason,  or solely because the director or officer
     is present at or  participates  in the meeting of the Board of Directors or
     committee  thereof that authorizes the contract or  transaction,  or solely
     because his or their votes are counted for such purpose if (i) the material
     facts as to his or their relationship or interest and as to the contract or
     transaction  are  disclosed  or are known to the Board of  Directors or the
     committee, and the Board of Directors or committee in good faith authorizes
     the contract or transaction by the  affirmative  votes of a majority of the
     disinterested  directors,  even though the disinterested  directors be less
     than a quorum;  or (ii) the material facts as to his or their  relationship
     or interest  and as to the  contract or  transaction  are  disclosed or are
     known to the  stockholders  entitled to vote  thereon,  and the contract or
     transaction  is  specifically  approved  in  good  faith  by  vote  of  the
     stockholders;  or  (iii)  the  contract  or  transaction  is fair as to the
     Corporation as of the time it is authorized,  approved or ratified,  by the
     Board of  Directors,  a committee  thereof or the  stockholders.  Common or
     interested directors may be counted in determining the presence of a quorum
     at a meeting of the Board of Directors or of a committee  which  authorizes
     the contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

Section 1. General. The officers of the Corporation shall be chosen by the Board
     of Directors  and shall be a President,  a Secretary  and a Treasurer.  The
     Board of Directors,  in its  discretion,  may also choose a Chairman of the
     Board  of  Directors  (who  must  be a  director)  and  one  or  more  Vice
     Presidents, Assistant Secretaries, Assistant Treasurers and other officers.
     Any  number of offices  may be held by the same  person,  unless  otherwise
     prohibited by law, the Certificate of Incorporation  or these By-Laws.  The
     officers of the  Corporation  need not be  stockholders  of the Corporation
     nor,  except in the case of the  Chairman of the Board of  Directors,  need
     such officers be directors of the Corporation.

Section 2. Election. The Board of Directors at its first meeting held after each
     annual meeting of stockholders  shall elect the officers of the Corporation
     who shall hold their offices for such terms and shall  exercise such powers
     and  perform  such duties as shall be  determined  from time to time by the
     Board of Directors;  and all officers of the Corporation  shall hold office
     until their  successors  are chosen and  qualified,  or until their earlier
     resignation or removal.  Any officer  elected by the Board of Directors may
     be removed at any time by the  affirmative  vote of a majority of the Board
     of Directors.  Any vacancy occurring in any office of the Corporation shall
     be filled by the Board of  Directors.  The  salaries of all officers of the
     Corporation shall be fixed by the Board of Directors.

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Section 3.  Voting  Securities  Owned by the  Corporation.  Powers of  attorney,
     proxies,  waivers  of notice of  meeting,  consents  and other  instruments
     relating to securities owned by the Corporation may be executed in the name
     of and on behalf of the  Corporation by the President or any Vice President
     and any such officer may, in the name of and on behalf of the  Corporation,
     take all such  action as any such  officer  may deem  advisable  to vote in
     person or by proxy at any meeting of security holders of any corporation in
     which the  Corporation  may own  securities  and at any such meeting  shall
     possess  and may  exercise  any and all rights and powers  incident  to the
     ownership  of  such  securities  and  which,  as  the  owner  thereof,  the
     Corporation  might have  exercised and  possessed if present.  The Board of
     Directors may, by resolution, from time to time confer like powers upon any
     other person or persons.

Section 4.  Chairman  of the Board of  Directors.  The  Chairman of the Board of
     Directors,  if  there  be  one,  shall  preside  at  all  meetings  of  the
     stockholders and of the Board of Directors.  Unless some other person is so
     designated  by the  Board of  Directors,  he shall be the  Chief  Executive
     Officer of the  Corporation,  and except where by law the  signature of the
     President is required, the Chairman of the Board of Directors shall possess
     the same power as the  President to sign all  contracts,  certificates  and
     other  instruments of the Corporation  which may be authorized by the Board
     of  Directors.  During the  absence or  disability  of the  President,  the
     Chairman  of the Board of  Directors  shall  exercise  all the  powers  and
     discharge  all the duties of the  President.  The  Chairman of the Board of
     Directors  shall also perform such other duties and may exercise such other
     powers as from time to time may be assigned  to him by these  By-Laws or by
     the Board of Directors.

Section 5. President.  The President shall,  subject to the control of the Board
     of Directors  and, if there be one, the Chairman of the Board of Directors,
     have general  supervision of the business of the  Corporation and shall see
     that all orders and  resolutions of the Board of Directors are carried into
     effect.  He  shall  execute  all  bonds,  mortgages,  contracts  and  other
     instruments  of the  Corporation  requiring  a seal,  under the seal of the
     Corporation,  except  where  required or  permitted  by law to be otherwise
     signed and executed and except that the other  officers of the  Corporation
     may sign and execute  documents  when so authorized by these  By-Laws,  the
     Board of Directors or the  President.  In the absence or  disability of the
     Chairman  of the Board of  Directors,  or if there be none,  the  President
     shall  preside  at all  meetings  of the  stockholders  and  the  Board  of
     Directors. If there be no Chairman of the Board of Directors, the President
     shall be the Chief  Executive  Officer of the  Corporation.  The  President
     shall also perform such other duties and may exercise  such other powers as
     from time to time may be assigned  to him by these  By-Laws or by the Board
     of Directors.

Section 6. Vice Presidents. At the request of the President or in his absence or
     in the  event  of his  inability  or  refusal  to act  (and if  there be no
     Chairman  of the  Board  of  Directors),  the  Vice  President  or the Vice
     Presidents if there is more than one (in the order  designated by the Board
     of  Directors)  shall  perform  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. Each Vice President shall perform such other duties and
     have such  other  powers as the  Board of  Directors  from time to time may
     prescribe.  If there be no Chairman of the Board of  Directors  and no Vice
     President,  the Board of  Directors  shall  designate  the  officer  of the
     Corporation  who,  in the absence of the  President  or in the event of the
     inability or refusal of the  President to act,  shall perform the duties of
     the  President,  and when so  acting,  shall  have all the powers of and be
     subject to all the restrictions placed upon the President.

Section 7.  Secretary.  The Secretary  shall attend all meetings of the Board of
     Directors and all meetings of  stockholders  and record all the proceedings
     thereat in a book or books to be kept for that purpose; the Secretary shall
     also perform like duties for the standing  committees  when  required.  The
     Secretary  shall give, or cause to be given,  notice of all meetings of the
     stockholders  and  special  meetings of the Board of  Directors,  and shall
     perform such other duties as may be prescribed by the Board of Directors or
     President,  under whose  supervision he shall be. If the Secretary shall be
     unable or shall  refuse to cause to be given  notice of all meetings of the
     stockholders and special  meetings of the Board of Directors,  and if there
     be no  Assistant  Secretary,  then  either  the Board of  Directors  or the
     President may choose another officer to cause such notice to be given.  The
     Secretary  shall  have  custody  of the  seal  of the  Corporation  and the
     Secretary or any Assistant Secretary, if there be one, shall have authority
     to affix the same to any  instrument  requiring it and when so affixed,  it
     may be attested by the  signature of the  Secretary or by the  signature of
     any such  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.  The  Secretary  shall see that all
     books,  reports,  statements,  certificates and other documents and records
     required by law to be kept or filed are properly kept or filed, as the case
     may be.

                                   Page - 21
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Section 8.  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. The Treasurer 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  President  and  the  Board  of
     Directors,  at its  regular  meetings,  or when the Board of  Directors  so
     requests,  an  account  of all his  transactions  as  Treasurer  and of the
     financial  condition  of the  Corporation.  If  required  by the  Board  of
     Directors,  the Treasurer 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 9. Assistant  Secretaries.  Except as may be otherwise provided in these
     By-Laws, Assistant Secretaries,  if there be any, shall perform such duties
     and have such  powers as from time to time may be  assigned  to them by the
     Board of Directors,  the President, any Vice President, if there be one, or
     the  Secretary,  and in the absence of the Secretary or in the event of his
     disability or refusal to act,  shall  perform the duties of the  Secretary,
     and when so acting,  shall have all the powers of and be subject to all the
     restrictions upon the Secretary.

Section 10. Assistant Treasurers.  Assistant Treasurers,  if there be any, shall
     perform  such  duties  and have  such  powers  as from  time to time may be
     assigned  to them by the  Board  of  Directors,  the  President,  any  Vice
     President,  if there be one,  or the  Treasurer,  and in the absence of the
     Treasurer  or in the  event of his  disability  or  refusal  to act,  shall
     perform the duties of the Treasurer, and when so acting, shall have all the
     powers of and be subject to all the  restrictions  upon the  Treasurer.  If
     required by the Board of Directors,  an Assistant  Treasurer 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 11. Other  Officers.  Such other  officers as the Board of Directors may
     choose shall  perform such duties and have such powers as from time to time
     may be assigned to them by the Board of  Directors.  The Board of Directors
     may delegate to any other  officer of the  Corporation  the power to choose
     such other officers and to prescribe their respective duties and powers.

                                   ARTICLE V

                                      STOCK

Section 1. Form of Certificates.  Every holder of stock in the Corporation shall
     be entitled to have a certificate  signed,  in the name of the  Corporation
     (i) by the  Chairman of the Board of  Directors,  the  President  or a Vice
     President  and (ii) by the  Treasurer  or an  Assistant  Treasurer,  or the
     Secretary or an  Assistant  Secretary of the  Corporation,  certifying  the
     number of shares owned by him in the Corporation.

Section 2.  Signatures.  Where a certificate is  countersigned by (i) a transfer
     agent other than the Corporation or its employee, or (ii) a registrar other
     than  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.

Section  3.  Lost  Certificates.  The  Board  of  Directors  may  direct  a  new
     certificate to be issued in place of any certificate  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,  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 his legal  representative,  to
     advertise  the same in such manner as the Board of Directors  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.

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Section 4.  Transfers.  Except  as  otherwise  provided  in the  Certificate  of
     Incorporation, stock of the Corporation shall be transferable in the manner
     prescribed by law and in these By-Laws. Transfers of stock shall be made on
     the books of the Corporation only by the person named in the certificate or
     by his attorney  lawfully  constituted in writing and upon the surrender of
     the  certificate   therefore,   which  shall  be  cancelled  before  a  new
     certificate shall be issued

Section 5.  Record  Date.  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 entitled 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 not be more
     than 60 days nor less than 10 days  before  the date of such  meeting,  nor
     more  than  60  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.

Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the
     exclusive right of a person  registered on its books as the owner of shares
     to receive  dividends,  and to vote as such  owner,  and to hold liable for
     calls  and  assessments  a person  registered  on its books as the owner of
     shares, and 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  express or other  notice  thereof,  except as
     otherwise provided by law.

                                   ARTICLE VI

                                     NOTICES

Section 1. Notices.  Except as otherwise specifically provided herein,  whenever
     written  notice is required by law, the  Certificate  of  Incorporation  or
     these  By-Laws,  to be given to any  director,  member  of a  committee  or
     stockholder,  such notice may be given by mail, addressed to such director,
     member of a committee 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.  Written notice may also be given  personally or by
     telegram, telex or cable.

Section 2.  Waivers  of Notice.  Whenever  any notice is  required  by law,  the
     Certificate of Incorporation or these By-Laws, to be given to any director,
     member of a committee or stockholder,  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.  Attendance of
     a stockholder at a meeting in person or by proxy shall  constitute a waiver
     of notice  of such  meeting,  except  when such  stockholder  attends  such
     meeting for the  express  purpose of  objecting  at the  beginning  of such
     meeting,  to the  transaction of any business on the grounds that notice of
     such meeting was inadequate or improperly given.

                                  ARTICLE VII

                               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,
     and may be paid in cash,  in property,  or in shares of the capital  stock.
     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 Board of
     Directors from time to time, in its absolute discretion,  deems 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 any
     proper  purpose,  and the Board of Directors may modify or abolish any such
     reserve.

                                   Page - 23
<PAGE>

     Section 2. Disbursements.  All checks or demands for money and notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

     Section 3. Fiscal Year. The fiscal year of the  Corporation  shall be fixed
by  resolution of the Board of Directors and may be changed from time to time in
the same manner.

Section 4. 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."  The  seal  may be  used by  causing  it or a
     facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                 IMDEMNIFICATION

Section 1. Power to Indemnify in Actions,  Suits or Proceedings Other Than Those
     by or in the Right of the Corporation. Subject to Section 3 of this Article
     VIII, the  Corporation  shall indemnify 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 a director or officer of the Corporation serving
     at the request of the  Corporation  as a director  or officer,  employee or
     agent of another corporation,  partnership,  joint venture, trust, employee
     benefit plan 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.

Section 2. Power to  Indemnify  in Actions,  Suits or  Proceedings  by or in the
     Right of the  Corporation.  Subject to Section 3 of this Article VIII,  the
     Corporation  shall  indemnify  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 a director or officer of the Corporation
     serving at the request of the Corporation as a director,  officer, employee
     or  agent  of  another  corporation,  partnership,  joint  venture,  trust,
     employee  benefit  plan 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;  except that no 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 the State 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 the Court of  Chancery or such other court shall deem
     proper.

Section 3.  Authorization of  Indemnification.  Any  indemnification  under this
     Article VIII (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 Section
     1 or Section 2 of this Article VIII, as the case may be. Such determination
     shall be made (i) 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  (ii) 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 (iii) by the  stockholders.  To the
     extent that a director or officer of the Corporation has been successful on
     the  merits or  otherwise  in  defense of any  action,  suit or  proceeding
     described  above, 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,  without  the
     necessity of authorization in the specific case.

                                   Page - 24
<PAGE>

Section 4. Good Faith Defined. For purposes of any determination under Section 3
     of this Article  VIII, a person shall be deemed to have acted in good faith
     and in a manner he reasonably  believed to be in or not opposed to the best
     interests of the  Corporation,  or, with respect to any criminal  action or
     proceeding,  to have had no  reasonable  cause to believe  his  conduct was
     unlawful,  if his action is based on the records or books of account of the
     Corporation or another enterprise, or on information supplied to him by the
     officers of the  Corporation  or another  enterprise in the course of their
     duties,  or on the advice of legal counsel for the  Corporation  or another
     enterprise  or on  information  or  records  given or  reports  made to the
     Corporation  or  another  enterprise  by an  independent  certified  public
     accountant or by an appraiser or other expert selected with reasonable care
     by the Corporation or another enterprise.  The term "another enterprise" as
     used in this Section 4 shall mean any other corporation or any partnership,
     joint venture,  trust,  employee  benefit plan or other enterprise of which
     such  person is or was  serving  at the  request  of the  Corporation  as a
     director,  officer,  employee or agent.  The  provisions  of this Section 4
     shall  not  be  deemed  to  be  exclusive  or  to  limit  in  any  way  the
     circumstances  in which a person  may be deemed to have met the  applicable
     standard of conduct set forth in Section 1 or 2 of this  Article  VIII,  as
     the case may be.

Section  5.   Indemnification   by  a  Court.   Notwithstanding   any   contrary
     determination  in the specific  case under  Section 3 of this Article VIII,
     and  notwithstanding  the  absence  of any  determination  thereunder,  any
     director or officer may apply to any court of competent jurisdiction in the
     State of Delaware for  indemnification to the extent otherwise  permissible
     under  Section  1  and  2  of  this  Article   VIII.   The  basis  of  such
     indemnification  by a court  shall be a  determination  by such  court that
     indemnification  of the director or officer is proper in the  circumstances
     because he has met the applicable standards of conduct set forth in Section
     1 or 2 of this  Article  VIII,  as the  case  may be.  Neither  a  contrary
     determination in the specific case under Section 3 of this Article VIII nor
     the  absence  of any  determination  thereunder  shall be a defense to such
     application  or create a presumption  that the director or officer  seeking
     indemnification has not met any applicable  standard of conduct.  Notice of
     any  application  for  indemnification  pursuant to this Section 5 shall be
     given to the Corporation  promptly upon the filing of such application.  If
     successful,   in  whole  or  in  part,  the  director  or  officer  seeking
     indemnification   shall  also  be  entitled  to  be  paid  the  expense  of
     prosecuting such application.

Section 6. Expenses  Payable in Advance.  Expenses  (including  attorneys' fees)
     incurred  by  a  director  or  officer  in  defending  or  investigating  a
     threatened  or  pending  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 VIII.

Section 7.  Nonexclusivity of Indemnification  and Advancement of Expenses.  The
     indemnification and advancement of expenses provided by or granted pursuant
     to this Article  VIII shall not be deemed  exclusive of any other rights to
     which those  seeking  indemnification  or  advancement  of expenses  may be
     entitled under any law, By-Law,  agreement,  contract, vote of stockholders
     or  disinterested   directors  or  pursuant  to  the  direction  (howsoever
     embodied) of any court of competent  jurisdiction or otherwise,  both as to
     action in his official  capacity and as to action in another capacity while
     holding  such  office,   it  being  the  policy  of  the  Corporation  that
     indemnification  of the  persons  specified  in  Sections  1 and 2 of  this
     Article  VIII shall be made to the fullest  extent  permitted  by law.  The
     provisions  of this  Article  VIII  shall  not be deemed  to  preclude  the
     indemnification  of any  person who is not  specified  in Section 1 or 2 of
     this Article VIII but whom the  Corporation  has the power or obligation to
     indemnify under the provisions of the General  Corporation Law of the State
     of Delaware, or otherwise.

Section 8. Insurance.  The  Corporation  may purchase and maintain  insurance on
     behalf  of  any  person  who  is or  was  a  director  or  officer  of  the
     Corporation,  or is or was a director or officer of the Corporation serving
     at the request of the Corporation as a director, officer, employee or agent
     of another corporation, partnership, joint venture, trust, employee benefit
     plan 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 or the  obligation to
     indemnify him against such  liability  under the provisions of this Article
     VIII.

                                   Page - 25
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Section 9. Certain Definitions. For purposes of this Article VIII, 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 a  director  or  officer  of  such
     constituent   corporation  serving  at  the  request  of  such  constituent
     corporation  as  a  director,   officer,   employee  or  agent  of  another
     corporation,  partnership,  joint venture,  trust, employee benefit plan or
     other enterprise,  shall stand in the same position under the provisions of
     this Article VIII with respect to the resulting or surviving corporation as
     he would have with respect to such constituent  corporation if its separate
     existence had continued.  For purposes of this Article VIII,  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 any service as a director,  officer, employee or
     agent 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 Article VIII.

Section 10.  Survival  of  Indemnification  and  Advancement  of  Expenses.  The
     indemnification  and  advancement  of  expenses  provided  by,  or  granted
     pursuant  to, this  Article  VIII 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.

Section 11. Limitation of Indemnification. Notwithstanding anything contained in
     this Article VIII to the contrary, except for proceedings to enforce rights
     to  indemnification  (which  shall be  governed  by Section 5 hereof),  the
     Corporation  shall not be obligated to indemnify any director or officer in
     connection  with a proceeding  (or part  thereof)  initiated by such person
     unless such  proceeding (or part thereof) was authorized or consented to by
     the Board of Directors of the Corporation.

Section 12. Indemnification of Employees and Agents. The Corporation may, to the
     extent  authorized  from  time to time by the Board of  Directors,  provide
     rights to  indemnification  and to the advancement of expenses to employees
     and agents of the  Corporation  similar to those  conferred in this Article
     VIII to directors and officers of the Corporation.

                                   ARTICLE IX

                                   AMENDMENTS

Section 1. These  By-Laws may be altered,  amended or  repealed,  in whole or in
     part, or new By-Laws may be adopted by the  stockholders or by the Board of
     Directors,  provided,  however, that notice of such alteration,  amendment,
     repeal or  adoption  of new  By-Laws  be  contained  in the  notice of such
     meeting of stockholders or Board of Directors, as the case may be. All such
     amendments  must be  approved  by either the  holders of a majority  of the
     outstanding  capital stock entitled to vote thereon or by a majority of the
     entire Board of Directors then in office.

Entire  Board of  Directors.  As used in this  Article  IX and in these  By-Laws
generally,  the term  "entire  Board of  Directors"  means the  total  number of
directors which the Corporation would have if there were no vacancies.

                                   Page - 26
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