<PAGE> 1

==============================================================================
                                                         AMENDED AND RESTATED
                                                       AS OF FEBRUARY 22, 1996



                                      BY-LAWS



                                        OF



                              THE EARTHGRAINS COMPANY



                    INCORPORATED UNDER THE LAWS OF DELAWARE







==============================================================================


<PAGE> 2


<TABLE>
                              TABLE OF CONTENTS
                                   BY-LAWS
                                     OF
                           THE EARTHGRAINS COMPANY

<S>                                                                         <C>
ARTICLE I:

      LOCATION AND OFFICES

SECTION 1:1.      Principal Office.                                          1
SECTION 1:2.      Other Offices                                              1

ARTICLE II:

      STOCKHOLDERS

SECTION 2:1.      Annual Meeting                                             1
SECTION 2:2.      Business to be Conducted at Annual Meeting                 1
SECTION 2:3.      Special Meetings                                           3
SECTION 2:4.      Place of Meetings                                          3
SECTION 2:5.      Notice of Meetings                                         3
SECTION 2:6.      Quorum and Voting                                          4
SECTION 2:7.      Voting; Proxy                                              4
SECTION 2:8.      Voting by Fiduciaries, Pledgees and Pledgors               5
SECTION 2:9.      Nomination of Directors                                    5
SECTION 2:10.     List of Stockholders                                       7
SECTION 2:11.     Appointment of Inspectors of Election and Resolution
                  of Questions Concerning Right to Vote                      7

ARTICLE III:

      DIRECTORS

SECTION 3:1.      General Powers.                                            8
SECTION 3:2.      Number and Qualifications                                  8
SECTION 3:3.      Election                                                   8
SECTION 3:4.      Meetings                                                   8
SECTION 3:5.      Quorum                                                     9
SECTION 3:6.      Committees                                                 9


<PAGE> 3

SECTION 3:7.      Waiver of Notice                                          10
SECTION 3:8.      Consent                                                   10
SECTION 3:9.      Notice to Members of the Board of Directors               10
SECTION 3:10.     Presiding Officer                                         11
SECTION 3:11.     Compensation.                                             11
SECTION 3:12.     Interested Directors.                                     11

ARTICLE IV:

      OFFICERS

SECTION 4:1.      Appointment                                               12
SECTION 4:2.      Tenure                                                    12
SECTION 4:3.      Salaries                                                  12
SECTION 4:4.      Chairman of the Board                                     12
SECTION 4:5.      President.                                                13
SECTION 4:6.      Vice Presidents.                                          13
SECTION 4:7.      Secretary.                                                14
SECTION 4:8.      Treasurer.                                                14
SECTION 4:9.      Other Officers.                                           15

ARTICLE V:

      CAPITAL STOCK AND DIVIDENDS

SECTION 5:1.      Certificates for Shares                                   15
SECTION 5:2.      Transfers                                                 15
SECTION 5:3.      Regulations Governing Issuance and Transfers
                  of Shares                                                 16
SECTION 5:4.      Transfer Agents and Registrars.                           16
SECTION 5:5.      Lost or Destroyed Certificates                            16
SECTION 5:6.      Fractions of Shares                                       16
SECTION 5:7.      Determination of Stockholders                             17
SECTION 5:8.      Record Date                                               17

ARTICLE VI:

      INDEMNIFICATION

SECTION 6:1.      General Indemnification                                   17

                                    ii
<PAGE> 4

SECTION 6:2.      Insurance, Indemnification Agreements and
                  Other Matters                                             18
SECTION 6:3.      Nonexclusivity                                            18

ARTICLE VII:

      MISCELLANEOUS

SECTION 7:1.      Voting Shares in Other Corporations                       18
SECTION 7:2.      Execution of Other Papers and Documents                   19
SECTION 7:3.      Corporate Seal.                                           19
SECTION 7:4.      Books and Records                                         19
SECTION 7:5.      Fiscal Year.                                              19
SECTION 7:6.      Amendments                                                19
</TABLE>

                                    iii
<PAGE> 5


                        AMENDED AND RESTATED
                               BY-LAWS
                                 OF
                      THE EARTHGRAINS COMPANY


                     ARTICLE I:  LOCATION AND OFFICES

PRINCIPAL OFFICE.

      SECTION 1:1. The principal office of the corporation shall be at such
place as the Board of Directors may from time to time determine, but until a
change is effected such principal office shall be at 8400 Maryland Avenue in
the City of St. Louis, Missouri.

OTHER OFFICES.

      SECTION 1:2. The corporation may also have other offices, in such
places (within or without the State of Delaware) as the Board of Directors
may from time to time determine.

                         ARTICLE II:  STOCKHOLDERS

ANNUAL MEETING.

      SECTION 2:1. An annual meeting of the stockholders of the corporation
shall be held at 10:00 o'clock a.m. on the fourth Wednesday in July of each
year, beginning in 1997, if not a legal holiday, and if a legal holiday then
on the next succeeding day not a legal holiday or on such other date as shall
be designated from time to time by the Board of Directors.  The purpose of
the meeting shall be to elect directors and to transact such other business
as properly may be brought before the meeting.  If the corporation shall fail
to hold said meeting for the election of directors on the date aforesaid, the
Board of Directors shall cause the election to be held by the stockholders as
soon thereafter as convenient.

BUSINESS TO BE CONDUCTED AT ANNUAL MEETING.

      SECTION 2:2.1. At an annual meeting of stockholders, only such business
shall be conducted as shall have been brought before the meeting (i) pursuant
to the


<PAGE> 6

corporation's notice of the meeting, (ii) by or at the direction of the Board
of Directors (or any duly organized committee thereof), or (iii) by any
stockholder of the corporation who is a stockholder of record on the date of
giving of the notice provided for in this Section 2:2 and on the record date
for the determination of stockholders entitled to vote at such meeting and who
has complied with the notice procedures set forth in this Section 2:2.

      SECTION 2:2.2. In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a stockholder,
such stockholder must have given timely notice in proper written form to the
Secretary which notice is not withdrawn by such stockholder at or prior to
such annual meeting.

      SECTION 2:2.3. To be timely, a stockholder's notice to the Secretary
must be delivered or mailed to and received by the Secretary at the principal
executive offices of the corporation, not less than sixty days nor more than
ninety days prior to the first anniversary date of the preceding year's
annual meeting of stockholders; provided, however, that in the event that
                                --------  -------
the annual meeting is called for a date that is not within thirty days before
or after such anniversary date, notice by the stockholder in order to be
timely must be so received not later than the close of business on the tenth
day following the day on which such notice of the date of the annual meeting
was mailed or such public disclosure of the date of the annual meeting was
made, whichever occurs first.

      SECTION 2:2.4. To be in proper written form, such stockholder's notice
must set forth 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
such meeting; (ii) the name and address, as they appear on the corporation's
books, of the stockholder proposing such business, and the name and address
of the beneficial owner, if any, on whose behalf the proposal is made; (iii)
the class or series and the number of shares of the corporation's stock which
are beneficially owned by such stockholder, and the beneficial owner, if any,
on whose behalf the proposal is made; (iv) a description of all arrangements
or understandings between such stockholder or beneficial owner and any other
person or persons (including their names) in connection with the proposal of
such business by such stockholder or beneficial owner and any material
interest of the stockholder, and of the beneficial owner, if any, on whose
behalf the proposal is made, in such business; and (v) a representation that
such stockholder or beneficial owner intends to appear in person or by proxy
at the annual meeting to bring such business before the meeting.

                                    2
<PAGE> 7

      SECTION 2:2.5. Notwithstanding anything in these By-Laws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 2:2.  The chairman
of the meeting may, if the facts warrant, determine that the business was not
properly brought before the meeting in accordance with the provisions of this
Section 2:2; and if the chairman should so determine, the chairman shall so
declare to the meeting, and any such business not properly brought before the
meeting shall not be transacted.

SPECIAL MEETINGS.

      SECTION 2:3. Special meetings of stockholders of the corporation for
any purpose or purposes may be called at any time by the Chairman of the
Board, the President or a majority of the entire Board.  Special meetings of
the stockholders of the corporation may not be called by any other person or
persons.  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 to each stockholder entitled to vote at such meeting as
provided in Section 2:5, and only such business as is stated in such notice
shall be acted upon thereat.

PLACE OF MEETINGS.

      SECTION 2:4. All meetings of the stockholders shall be held at the
principal office of the corporation, or at such other place, within or
without the State of Delaware, as may be determined by the Board of Directors
and stated in the notice of the meeting.

NOTICE OF MEETINGS.

      SECTION 2:5. Written notice of each meeting of the stockholders stating
the place, date, and hour of the meeting, and, in case of a special meeting
or where otherwise required by statute, the purpose or purposes for which the
meeting is called, shall be delivered by mail not less than ten nor more than
sixty days before the date of the meeting, by or at the direction of the
person calling the meeting, to each stockholder entitled to vote at such
meeting.  The notice of a stockholders' meeting shall be deemed to be
delivered when deposited in the United States mail with postage prepaid,
addressed to each stockholder at such stockholder's address as it appears on
the records of the corporation.

                                    3
<PAGE> 8

QUORUM AND VOTING.

      SECTION 2:6.1. The holders of a majority of the outstanding shares
(exclusive of treasury stock) entitled to vote at any meeting of the
stockholders, when present in person or by proxy, shall constitute a quorum
for the transaction of business, except as otherwise provided by statute, the
Certificate of Incorporation of the Corporation or these By-Laws; but in the
absence of such a quorum the holders of a majority of the shares represented
at the meeting shall have the right successively to adjourn the meeting to a
specified date.  When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken.  At the adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting.  If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

      SECTION 2:6.2. The absence from any meeting of the number of shares
required by statute, the Certificate of Incorporation of the Corporation or
these By-Laws for action upon one matter shall not prevent action at such
meeting upon any other matter or matters which may properly come before the
meeting, if the number of shares required in respect of such other matters
shall be present.

      SECTION 2:6.3. When a quorum is present at any meeting of the
stockholders, the vote of the holders (present in person or represented by
proxy) of a majority of the shares of stock which are actually voted (and
have the power to vote) on any proposition or question properly brought to a
vote at such meeting shall decide any such proposition or question, unless
the proposition or question is one upon which by express provision of statute
or of the Certificate of Incorporation, or of these By-Laws, a different vote
is required, in which case such express provision shall govern and establish
the number of votes required to determine such proposition or question.

VOTING; PROXY.

      SECTION 2:7.1. Whenever the law requires or the chairman of the meeting
orders that a vote be taken by ballot, each stockholder entitled to vote on a
particular question at a meeting of stockholders, pursuant to law or the
Certificate of Incorporation, shall be entitled to one vote for each share of
voting stock held by such

                                    4
<PAGE> 9

stockholder.  The date for determining the stockholders entitled to vote at a
meeting of the stockholders shall be determined pursuant to Section 5:8.

      SECTION 2:7.2. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for such
stockholder by proxy; but no such proxy shall be voted or acted upon after
three years from its date, unless the proxy provides for a longer period.  A
duly executed proxy shall be irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in law
to support an irrevocable power.  A proxy may be made irrevocable regardless
of whether the interest with which it is coupled is an interest in the stock
itself or an interest in the corporation generally.

VOTING BY FIDUCIARIES, PLEDGEES AND PLEDGORS.

      SECTION 2:8. Persons holding stock in a fiduciary capacity shall be
entitled to vote the shares so held.  Persons whose stock is pledged shall be
entitled to vote, unless in the transfer by the pledgor on the books of the
corporation the pledgor has expressly empowered the pledgee to vote thereon,
in which case only the pledgee or the pledgee's proxy may represent such
stock and vote thereon.

NOMINATION OF DIRECTORS.

      SECTION 2:9.1. 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 expressly provided in the Certificate
of Incorporation of the corporation with respect to the right of holders of
preferred stock of the corporation to nominate and elect a specified number
of directors in certain circumstances.  Nominations of persons for election
to the Board of Directors may be made at any annual meeting of stockholders,
(i) by or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (ii) by any stockholder of the corporation who is a
stockholder of record on the date of the giving of the notice provided for in
this Section 2:9 and on the record date for the determination of stockholders
entitled to vote at such meeting and who complies with the notice procedures
set forth in this Section 2:9.

      SECTION 2:9.2. 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.

                                    5
<PAGE> 10

      SECTION 2:9.3. To be timely, a stockholder's notice to the Secretary
must be delivered or mailed to and received by the Secretary at the principal
executive offices of the corporation not less than sixty days nor more than
ninety days prior to the first anniversary date of the preceding year's
annual meeting of stockholders, provided, however, that in the event that
                                --------  -------
the annual meeting is called for a date that is not within thirty days before
or after such anniversary date, notice by the stockholder in order to be
timely must be so received not later than the close of business on the tenth
day following the day on which such notice of the date of the annual meeting
was mailed or such public disclosure of the date of the annual meeting was
made, whichever occurs first.

      SECTION 2:9.4. To be in proper written form, a stockholder's notice to
the Secretary must set forth (i) as to each person whom the stockholder
proposes to nominate for election as a director (A) the name, age, business
address and residence address of the person, (B) the principal occupation or
employment of the person, (C) the class or series and the number of shares of
capital stock of the corporation which are owned beneficially or of record by
the person and (D) 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 Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules and regulations promulgated thereunder;
and (ii) as to the stockholder giving the notice or the beneficial owner on
whose behalf the nomination is made, (A) the name and address of such
stockholder as they appear on the corporation's books, (B) the class or
series and the number of shares of the corporation's stock which are
beneficially owned by such stockholder or beneficial owner, (C) a description
of all arrangements or understandings between such stockholder or beneficial
owner 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 stock
holder or beneficial owner, (D) a representation that such stockholder or
beneficial owner intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice, and (E) any other information relat-
ing to such stockholder or beneficial owner 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.  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.

      SECTION 2:9.5. No person shall be eligible for election as a director
of the corporation unless nominated in accordance with the procedures set
forth in this

                                    6
<PAGE> 11

Section 2:9.  If the chairman of the meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
chairman shall declare to the meeting that the nomination was defective and
such defective nomination shall be disregarded.

LIST OF STOCKHOLDERS.

      SECTION 2:10. The Secretary shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the
name of each stockholder.  Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held.  The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.  The stock ledger shall be the
only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by this Section 2:10 or the books of the corporation,
or to vote in person or by proxy at any meeting of stockholders.

APPOINTMENT OF INSPECTORS OF ELECTION AND RESOLUTION OF QUESTIONS
CONCERNING RIGHT TO VOTE.

      SECTION 2:11. The Board of Directors, in advance of the meeting of
stockholders or, if it does not act, the chairman of the meeting, shall
appoint not less than two persons who are not directors to serve as in-
spectors of election.  It shall be their duty to receive and canvass the
votes for election of directors and on any proposal voted on by ballot and to
certify the results to the chairman.  In all cases where the right to vote
upon any share of the corporation shall be questioned, it shall be the duty
of the inspectors to examine the stock ledger of the corporation as evidence
of the shares held, and all shares that appear standing thereon in the name
of any person or persons may be voted upon by such person or persons.  Each
inspector of election before entering upon the duties of such office shall
take and subscribe the following oath before an officer authorized by law to
administer oaths: "I do solemnly swear that I will execute the duties of an
inspector of the election now to be held with strict impartiality and
according to the best of my ability."

                                    7
<PAGE> 12

                       ARTICLE III: DIRECTORS

GENERAL POWERS.

      SECTION 3:1. The Board of Directors shall control and manage the
business and property of the corporation.  The Board may exercise all such
powers of the corporation and do all lawful acts and things as are not by
law, the Certificate of Incorporation or these By-Laws directed or required
to be exercised or done by the stockholders or some particular officer of the
corporation.

NUMBER AND QUALIFICATIONS.

      SECTION 3:2. The number of directors shall be determined from time to
time by resolution of the Board of Directors in accordance with the terms of
Article FIFTH of the Certificate of Incorporation.

ELECTION.

      SECTION 3:3. Except as provided in the Certificate of Incorporation
with respect to the filling of vacancies, directors shall be elected by a
plurality of the votes cast at annual meetings of stockholders, and shall hold
office until the annual meeting for the year in which his term expires and
until his successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from
office.  Any director may resign at any time upon notice to the corporation.
Directors need not be stockholders.  The directors who are to be elected at
the annual meeting of the stockholders shall be elected by ballot by the
holders of shares entitled to vote.

MEETINGS.

      SECTION 3:4.1. 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 director.
Notice thereof stating the place, date and hour of the meeting shall be given
to each director either by mail not less than forty-eight (48) hours before
the date of the meeting, by telephone or facsimile transmission on
twenty-four (24) hours' notice, or on such shorter notice as the person or
persons calling such meeting may deem necessary or appropriate in the
circumstances.

                                    8
<PAGE> 13

      SECTION 3:4.2. Members of the Board of Directors, or any committee
designated by the Board of Directors, may participate in a meeting of the
Board of Directors or such committee by means of conference telephone or
similar communications equipment by means of which all persons participating
in the meeting can hear each other, and participating in the meeting in this
manner shall constitute presence in person at such meeting.

QUORUM.

      SECTION 3:5. 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.

COMMITTEES.

      SECTION 3:6. 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 mem-
bers 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 required.

                                    9
<PAGE> 14

WAIVER OF NOTICE.

      SECTION 3:7. Any notice which is required by law or by the Certificate
of Incorporation or by these By-Laws to be given to any director may be
waived in writing, signed by such director, whether before or after the time
stated therein.  Attendance of a director at any meeting shall constitute
waiver of notice of such meeting, except where a director attends a meeting
for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.

CONSENT.

      SECTION 3:8. Any action required or permitted to be taken at any
meeting of the Board of Directors (or of any committee thereof) may be taken
without a meeting if all members of the Board (or committee) consent thereto
in writing, and the writing or writings are filed with the minutes of the
proceedings of the Board (or committee).

NOTICE TO MEMBERS OF THE BOARD OF DIRECTORS.

      SECTION 3:9. Each member of the Board of Directors shall file with the
Secretary of the corporation an address to which mail, by hand deliveries or
overnight commercial courier deliveries may be transmitted and, if
appropriate, a telephone number to which facsimile notices may be
transmitted.  A notice mailed, delivered by hand or by overnight commercial
courier (receipt requested) or transmitted by facsimile (with confirmation
receipt) in accordance with the instructions provided by the director shall
be deemed sufficient notice.  Such address or telephone number may be changed
at any time and from time to time by a director by giving written notice of
such change to the Secretary.  Failure on the part of any director to keep an
address and, if applicable, telephone number on file with the Secretary shall
automatically constitute a waiver of notice of any regular or special meeting
of the Board which might be held during the period of time that such address
and telephone number, if applicable, are not on file with the Secretary.  A
notice shall be deemed to be mailed when deposited in the United States mail,
postage prepaid.  A notice shall be deemed to be delivered by hand or by
overnight commercial courier or by facsimile transmission when sent to the
address or telephone number, as the case may be, which the director has
placed on file with the Secretary, and in the case of facsimile transmission,
when a confirmation receipt is received.

                                    10
<PAGE> 15
PRESIDING OFFICER.

      SECTION 3:10. The Chairman of the Board shall preside at all meetings
of the Board of Directors at which the Chairman is present.  In the absence
of the Chairman, the Board shall select a chairman of the meeting from among
the directors present.

COMPENSATION.

      SECTION 3:11. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of Directors or a stated
salary as director.  No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation
for attending committee meetings.

INTERESTED DIRECTORS.

      SECTION 3:12. 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 voidable 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 which 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.

                                    11
<PAGE> 16

                        ARTICLE IV: OFFICERS

APPOINTMENT.

      SECTION 4:1. The Board of Directors shall appoint from its membership a
Chairman of the Board and a President.  The Board shall appoint such Vice
Presidents, a Secretary, a Treasurer, Assistant Secretaries, Assistant
Treasurers and such other officers, as the Board may from time to time deem
necessary or appropriate.

TENURE.

      SECTION 4:2. Officers appointed by the Board of Directors shall hold
their respective 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, subject, however, to prior death,
resignation, retirement, disqualification or removal from office.  Any
officer appointed by the Board may be removed by the Board with or without a
hearing and with or without cause whenever in its judgment the best interests
of the corporation will be served thereby.


SALARIES.

      SECTION 4:3. The salaries of all officers of the corporation shall be
fixed by the Board of Directors (or any committee thereof established for
such purpose).


CHAIRMAN OF THE BOARD.

      SECTION 4:4. The Chairman of the Board, if there be one, shall preside
at all meetings of the stockholders and of 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 shall
possess the same power as the President to sign, with the Secretary (or
Assistant Secretary) or Treasurer (or Assistant Treasurer), certificates for
the stock of the corporation, and all bonds, mortgages, contracts, and other
instruments of the corporation which may be authorized by the Board of
Directors or by such Chairman of the Board or by the President.  During the
absence or disability of the President, the Chairman of the Board shall
exercise all the powers and discharge all the duties of the President.

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<PAGE> 17

PRESIDENT.

      SECTION 4:5. The President shall have general supervision of the
business of the corporation and shall see that all orders and resolutions of
the Board of Directors or the Chairman of the Board are carried into effect.
The President may sign, with the Secretary (or Assistant Secretary) or
Treasurer (or Assistant Treasurer), certificates for stock of the corporation
and execute all deeds, bonds, mortgages, contracts and other instruments of
the corporation authorized by the Board of Directors, by the Chairman of the
Board or by such President, 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, the Chairman of the Board or the President.
In the absence or disability of the Chairman of the Board, 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, the President shall
be the Chief Executive Officer of the corporation.

VICE PRESIDENTS.

      SECTION 4:6. Each Vice President shall have such powers, duties and
designations as the Board of Directors (or any committee thereof established
for such purpose) assigns to such Vice President.  In the absence or disability
of the President and the Chairman of the Board, the Vice Presidents, 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.  Any Vice President may also sign,
with the Secretary (or Assistant Secretary) or Treasurer (or Assistant
Treasurer), certificates for stock of the corporation, and, when so
authorized by the Chairman of the Board or President, may also sign and
execute in the name of the corporation deeds, mortgages, bonds, contracts or
other instruments authorized by the Board of Directors, and shall perform
such other duties as from time to time may be assigned to any Vice President
by the Board of Directors.

SECRETARY.

      SECTION 4:7. 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

                                    13
<PAGE> 18

the Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or the President, under whose supervision
such Secretary 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 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 such officer's 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.  In the absence of the Secretary from any meeting, the minutes
shall be recorded by the person appointed for that purpose by the presiding
officer.

TREASURER.

      SECTION 4:8. 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, 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 requires, an account of all
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 Director for the faithful performance of the duties of the
office and for the restoration to the corporation, in case of the Treasurer's
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.

OTHER OFFICERS.

      SECTION 4:9. In accordance with Section 4:1, such other officers as
the Board of Directors may choose shall perform such duties and have such
powers as

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<PAGE> 19

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: CAPITAL STOCK AND DIVIDENDS

CERTIFICATES FOR SHARES.

      SECTION 5:1. 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 Assis-
tant Secretary of the corporation, certifying the number of shares owned by
him in the corporation.  Any or all of the signatures on a 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.

TRANSFERS.

      SECTION 5:2. Certificates representing shares of stock of the corporation
shall be transferable only on the books of the corporation by the person or
persons named in the certificate or by the attorney lawfully constituted in
writing representing such person or persons and upon surrender of the
certificate or certificates being transferred which certificate shall be
properly endorsed for transfer or accompanied by a duly executed stock power.
Whenever a certificate is endorsed by or accompanied by a stock power
executed by someone other than the person or persons named in the certifi-
cate, evidence of authority to transfer shall also be submitted with the
certificate. All certificates surrendered to the corporation for transfer
shall be cancelled.

REGULATIONS GOVERNING ISSUANCE AND TRANSFERS OF SHARES.

      SECTION 5:3. The Board of Directors shall have the power and authority
to make all such rules and regulations as it shall deem expedient concerning
the issue, transfer and registration of certificates for shares of stock of
the corporation.

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<PAGE> 20

TRANSFER AGENTS AND REGISTRARS.

      SECTION 5:4. Transfer agents and registrars for the corporation's stock
shall be banks, trust companies or other financial institutions located
within or without the State of Delaware as shall be appointed by the Board of
Directors.  The Board shall also define the authority of such transfer agents
and registrars.

LOST OR DESTROYED CERTIFICATES.

      SECTION 5:5. Where a certificate for shares of the corporation has been
lost or destroyed, the Board of Directors may authorize the issuance of a new
certificate in lieu thereof upon satisfactory proof of such loss or
destruction, and upon the giving of an open penalty bond with surety satis-
factory to the corporation's Treasurer and General Counsel, if there be one,
to protect the corporation or any person injured by the issuance of the new
certificate from any liability or expense which it or they may incur by
reason of the original certificate's remaining outstanding, and upon payment
of the corporation's reasonable costs incident thereto.

FRACTIONS OF SHARES.

      SECTION 5:6. The corporation shall not issue fractions of a share.  It
shall, however, (1) arrange for the disposition of fractional interests by
those entitled thereto, and (2) pay in cash the fair value of fractions of a
share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered or bearer form which
shall entitle the holder to receive a certificate for a full share upon the
surrender of such scrip or warrants aggregating a full share.  Scrip or
warrants shall not, unless otherwise provided therein, entitle the holder to
exercise voting rights, to receive dividends thereon, or to participate in
any of the assets of the corporation in the event of liquidation.  The Board
of Directors may cause scrip or warrants to be issued subject to the
conditions that the shares for which scrip or warrants are exchangeable may
be sold by the corporation and the proceeds thereof distributed to the
holders of scrip or warrants, or subject to any other conditions which the
Board may impose.

DETERMINATION OF STOCKHOLDERS.

      SECTION 5:7. The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof, and
shall not be bound to recognize any equitable or other claim to or interest
in such share or shares on the

                                    16
<PAGE> 21

part of any other person, whether or not it shall have express or other notice
thereof, save as expressly provided by the laws of the State of Delaware.

RECORD DATE.

      SECTION 5:8. In order that the corporation may determine the stock-
holders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or
other distribution or allotment or 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 ad-
vance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action.  If no record date is fixed:

      (1)   The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business
on the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which
the meeting is held.

      (2)   The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board
adopts the resolution relating thereto.

      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 may fix a new record date for
         --------  -------
the adjourned meeting.

                        ARTICLE VI: INDEMNIFICATION

GENERAL INDEMNIFICATION.

      SECTION 6:1. The corporation shall indemnify to the fullest extent
authorized or permitted by law (as now or hereafter in effect) any person
made, or threatened to be made, a party to or otherwise involved in any
action or proceeding (whether civil or criminal or otherwise) by reason of
the fact that he, his testator or intestate, is or was a director or officer
of the corporation or by reason of the fact that such director or officer, at
the request of the corporation, is or was serving any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
in any capacity.  Nothing contained herein shall affect any rights to
indemnification to which employees other than directors and officers may be
entitled

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<PAGE> 22

by law.  No amendment or repeal of this Section 6:1 shall apply to or have any
effect on any right to indemnification provided hereunder with respect to any
acts or omissions occurring prior to such amendment or repeal.

INSURANCE, INDEMNIFICATION AGREEMENTS AND OTHER MATTERS.

      SECTION 6:2. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is 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 to indemnify him against such liability under the provisions of the
law.  The corporation may create a trust fund, grant a security interest
and/or use other means (including, without limitation, letters of credit,
surety bonds and/or other similar arrangements), as well as enter into
contracts providing for indemnification to the fullest extent authorized or
permitted by law and including as part thereof any or all of the foregoing,
to ensure the payment of such sums as may become necessary to effect full
indemnification.

NONEXCLUSIVITY.

      SECTION 6:3. The rights to indemnification conferred in this Article VI
shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, the Certificate of Incorporation of the
corporation, these By-Laws or any agreement, vote of stockholders or
directors or otherwise.

                          ARTICLE VII: MISCELLANEOUS

VOTING SHARES IN OTHER CORPORATIONS.

      SECTION 7:1. The corporation may vote any and all shares of stock and
other securities having voting rights which may at any time and from time to
time be held by it in any other corporation or corporations and such vote may
be cast either in person or by proxy by such officer of the corporation as
the Board of Directors may appoint or, in default of such appointment, the
Chairman, the President or a Vice President.

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<PAGE> 23

EXECUTION OF OTHER PAPERS AND DOCUMENTS.

      SECTION 7:2. All checks, bills, notes, drafts, vouchers, warehouse
receipts, bonds, mortgages, contracts, registration certificates and all
other papers and documents of the corporation shall be signed or endorsed for
the corporation by such of its officers, other employees and agents as the
Board of Directors may from time to time determine, or in the absence of such
determination, by the Chairman of the Board, the President or a Vice President,
provided that instruments requiring execution with the formality of deeds
--------
shall be signed by the Chairman of the Board, the President or a Vice
President and impressed with the Seal of the corporation, duly attested by
the Secretary or an Assistant Secretary.

CORPORATE SEAL.

      SECTION 7:3. The Board of Directors shall provide a suitable seal,
containing the name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware," which seal shall be in the custody of the
Secretary of the corporation, and may provide for one or more duplicates
thereof to be kept in the custody of such other officer of the corporation as
the Board may prescribe.

BOOKS AND RECORDS.

      SECTION 7:4. Except as the Board of Directors may from time to time
direct or as may be required by law, the corporation shall keep its books and
records at its principal office.

FISCAL YEAR.

      SECTION 7:5. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

AMENDMENTS.

      SECTION 7:6. These By-Laws may be amended, altered or repealed, or new
By-Laws may be adopted (a) by the affirmative vote of sixty-six and
two-thirds percent of the outstanding stock of the corporation entitled to
vote thereon, or (b) by the affirmative vote of the majority of the Board of
Directors at any regular or special meeting; provided that the notice of
                                             --------
such meeting of stockholders or directors, whether regular or special, shall
specify as one of the purposes thereof the making of such amendment,
alteration or repeal.

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