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                                                                     EXHIBIT 3.2

                                  PULITZER INC.

                                     BY-LAWS


                                    ARTICLE I

                                     OFFICES

         Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

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


                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         Section 1. Meetings of stockholders may be held at such time and place,
within or without the State of Delaware, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof. The annual meeting of
stockholders may be held at such place, within or without the State of Delaware,
as shall be designated by the board of directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

         Section 2. The annual meeting of stockholders shall be held on the
third Wednesday of April in each year if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 2:00 P.M., or at such other
date and time as shall be designated from time to time by the board of directors
and stated in the notice of the


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meeting, at which they shall elect by a plurality vote by written ballot a board
of directors, and transact such other business as may properly be brought before
the meeting.

         Section 3. 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 ten nor more than sixty days before the date of the
meeting.
         Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept open at the time and place of the
meeting during the whole time thereof and may be inspected by any stockholder
who is present.

         Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the affirmative vote of the entire board of
directors, the Chairman of the Board or the President and shall be called by the
President or Secretary at the request in writing of the holders of record of at
least 50.1% of the aggregate voting power of all outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
Directors,




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acting together as a single class. Such request shall state the purpose or
purposes of the proposed meeting.

         Section 6. 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 ten nor more than sixty days before the date
of the meeting to each stockholder of record entitled to vote at such meeting.

         Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8. The holders of a majority of the aggregate voting power of
the shares 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 except as
otherwise provided by statute or by the certificate of incorporation. 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 scheduled. 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.





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        Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the aggregate voting power of the shares of the capital
stock having voting power present in person or represented by proxy shall decide
any question brought before such meeting, unless the question is one upon which,
by express provision of the statutes or of the certificate of incorporation, a
different vote is required in which case such express provision shall govern and
control the decision of such question.

         Section 10. At every meeting of the stockholders, each stockholder
shall be entitled to vote, in person or by proxy granted by the stockholder in
accordance with Section 212 of the General Corporation Law of Delaware, each
share of the capital stock having voting power held by such stockholder in
accordance with the provisions of the certificate of incorporation and, if
applicable, the certificate of designations relating thereto, but no proxy shall
be voted or acted upon after three years from its date, unless the proxy
provides for a longer period.

         Section 11. Any action required to be taken at any annual or special
meeting of stockholders of the Corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent or consents 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 actions at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
such action without a meeting by less than unanimous written consent shall be
given to those stockholders who have not consented in writing and who, if the
action had been taken at a meeting, would have been entitled to notice of the



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meeting if the record date for such meeting had been the date that written
consents signed by a sufficient number of holders to take the action were
delivered to the Corporation. The Secretary shall file such consents with the
minutes of the meetings of the stockholders.

         Section 12. At all meetings of stockholders, the chairman of the
meeting shall have absolute authority over matters of procedure, and there shall
be no appeal from the ruling of the chairman.

         Section 13. If the object of a stockholders meeting is to elect
directors or to take a vote of the stockholders on any proposition, then, the
chairman of the meeting shall appoint not less than two persons, who are not
directors, as inspectors to receive and canvass the votes given at such meeting
and certify the result to him.

         Section 14. Attendance of a stockholder, in person or by proxy, at any
meeting shall constitute a waiver of notice of such meeting, except where the
stockholder, in person or by proxy, attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.

                                   ARTICLE III
                                    DIRECTORS

         Section 1. (a) The whole board of directors of the Corporation shall
consist of ten (10) directors and the number which shall constitute the whole
board may be increased or decreased by resolution of the board of directors, but
in no case shall be less than six (6) directors. Directors shall be nominated
only as provided in the certificate of





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incorporation, and shall have such qualifications as may be prescribed by these
by-laws. Directors need not be stockholders.

         (b) The board of directors shall be divided into three classes, as
nearly equal in number as possible. In the event of any increase or decrease in
the number of directors, the additional director(s) shall be added to or
subtracted from such class(es) as the board of directors may determine, provided
that all classes remain as nearly equal in number as possible.

         (c) The first classified Board of Directors of the Corporation shall be
elected by the sole stockholder, as follows: Class A directors shall be elected
for a term expiring at the 1999 annual meeting of stockholders, Class B
directors for a term expiring at the 2000 annual meeting of stockholders, and
Class C directors for a term expiring at the 2001 annual meeting of
stockholders.

         (d) Commencing with the 1999 annual meeting of stockholders, the
directors shall be elected at annual meetings of stockholders, except as
provided in Section 2 of this Article, and each director elected shall hold
office until such director's successor is elected and qualified or until such
director's earlier resignation or removal. At each annual meeting of
stockholders, the successors to the Class of directors whose term shall then
expire shall be elected for a term expiring at the third succeeding annual
meeting of stockholders after such election.

         Section 2. Subject to the rights of the holders of any series of
Preferred Stock or any other class of capital stock of the Corporation then
outstanding (other than the Common Stock and the Class B Common Stock),
vacancies in the board of directors for any reason, including by reason of an
increase in the authorized number of directors,





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shall, if occurring prior to the expiration of the term of office of the Class
in which the vacancy occurs, 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 meeting of
stockholders of the Corporation or until their successors are duly elected and
shall qualify, unless sooner displaced. If there are no directors in office,
then an election of directors may be held in the manner provided by statute.

         Section 3. The property and business of the Corporation shall be
managed by its 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 4. Directors must be nominated in accordance with the procedure
set out in Section 3 of Article V of the certificate of incorporation. No person
shall be qualified to be elected and to hold office as a director if such person
is determined by the affirmative vote of a majority of the entire board of
directors to have violated either Federal or state law, in a manner contrary to
the best interests of the Corporation, to have interests not properly authorized
in conflict with the interests of the Corporation, or to have breached any
agreement between such director and the Corporation relating to such director's
services as a director or employee of the Corporation.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 5. The board of directors of the Corporation, or any committees
thereof, may hold meetings, both regular and special, either within or without
the State of Delaware.




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         Section 6. A regular annual meeting of the board of directors,
including newly elected directors, shall be held at such time and place as the
board of directors shall determine, and no notice of such meeting to the
directors shall be necessary in order legally to constitute the meeting,
provided a quorum shall be present.

         Section 7. Additional regular meetings of the board of directors shall
be held quarterly in the months of January, July and October upon such notice,
or without notice, and on such date and time and at such place as shall from
time to time be determined by the board of directors.

         Section 8. The Chairman of the Board or the President of the
Corporation and the Secretary may call a special meeting of the board of
directors at any time by giving notice, specifying the business to be transacted
at and the purpose or purposes of the meeting, to each member of the board at
least twenty-four (24) hours before the time designated.

         Section 9. At all meetings of the board, a majority of the full board
of directors shall constitute a quorum for the transaction of business, and the
vote of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the board of directors, except as may be otherwise
specifically provided by statute, the certificate of incorporation or these
by-laws. 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 10. The act of at least a majority of the full board of
directors shall be the act of the board of directors with respect to any matter
if the Executive Committee had



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considered that matter previously and had not acted unanimously (or as otherwise
specified by the board of directors, as provided in Section 14 of this Article)
with respect thereto.

         Section 11. Any action required or permitted to be taken at any meeting
of the board of directors or of any committee thereof may be taken without a
meeting if all members of the board or committee, as the case may be, consent
thereto in writing, setting forth the action so taken, and the writing or
writings are filed with the minutes of proceedings of the board or committee.

         Section 12. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee thereof, may participate in a meeting of the board of directors, or
any committee, by means of conference telephone or similar communications
equipment whereby all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting.

                             COMMITTEES OF DIRECTORS

         Section 13. There shall be the following six committees of the board
which shall have and may exercise the authority specified in these by-laws: an
Executive Committee, a Finance Committee, a Compensation Committee, a Planning
Committee, an Audit Committee and a Nominating Committee. The board of directors
may from time to time appoint one or more other committees which shall have such
authority and consist of such members as the board may from time to time
determine by resolution adopted by a majority of the whole board.





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         Section 14. The Executive Committee shall consist of the two directors
who hold the positions, respectively, of Chairman of the Board and President and
one or more other directors who are designated by resolution adopted by a
majority of the whole board of directors. Unless otherwise restricted by
statute, the certificate of incorporation or these by-laws, the Executive
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.

         The Executive Committee shall not have authority to (i) approve or
adopt, or recommend to the stockholders of the Corporation, any action or matter
expressly required by the Delaware General Corporation Law, as it may be amended
from time to time, to be submitted to stockholders for approval, (ii) adopt,
amend or repeal any by-law of the Corporation, (iii) declare a dividend, (iv)
authorize the issuance of shares of capital stock of the Corporation, or (v)
approve expenditures of any nature exceeding the greater of $10,000,000 or 10%
of the consolidated book value of the Corporation and its subsidiaries as of the
last day of the preceding fiscal year as determined by the Corporation's
certified public accountants.

         At all meetings of the Executive Committee the presence of a majority
of the full committee shall constitute a quorum for the transaction of business
and (unless otherwise specified by the board of directors in referring or
delegating any matter to the Executive Committee) the unanimous act of all of
the members present at any meeting at which there is a quorum shall be the act
of the Executive Committee. In the event the Executive Committee does not act
unanimously (or as otherwise specified by the board of directors) with respect
to any matter, it shall refer that matter to the board of directors.




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         Section 15. The Finance Committee shall consist of the two or more
directors who are designated by resolution adopted by a majority of the whole
board of directors and, in the discretion of the board of directors, an
additional person who is not a director, who is designated by resolution adopted
by a majority of the whole board of directors and who shall be an advisory
member. The Finance Committee shall have and may exercise all of the authority
of the board of directors with respect to (i) approval or disapproval of
contracts obligating the Corporation for more than $100,000 but not more than
$750,000, (ii) designation of depositories for monies and other valuable effects
of the Corporation and (iii) designation of signatures on all checks, demands
for money and bank or other similar accounts of the Corporation.

         Section 16. The Compensation Committee shall consist of the directors
who hold the positions of Chairman of the Board and President, two directors who
do not hold any officer positions with the Corporation and who are designated by
resolution adopted by a majority of the whole board of directors, and, in the
discretion of the board of directors, a fifth person, also designated by
resolution adopted by a majority of the whole board of directors, who, if such
person is not a director, shall be an advisory member. The Compensation
Committee shall render advice with respect to compensation matters for officers,
directors and key employees of the Corporation and with respect to other
personnel matters.

         Section 17. The Planning Committee shall consist of the two directors
who hold the positions, respectively, of Chairman of the Board and President
and, in the discretion of the board of directors, up to nine additional persons,
designated by resolution adopted by a majority of the whole board of directors,
each of whom, if such person is not a




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director, shall be an advisory member. The Planning Committee shall consider and
develop short and long term plans and strategies for the Corporation and present
them to the board of directors for consideration and appropriate action.

         Section 18. The Audit Committee shall consist of at least three
directors, (i) all of whom (A) have no relationship to the Corporation that may
interfere with the exercise of their independence from management and the
Corporation, (B) are financially literate or are expected to become financially
literate within a reasonable period of time following appointment to the Audit
Committee and (C) are designated by a resolution adopted by a majority of the
whole board of directors, and (ii) at least one of whom shall have accounting or
related financial management expertise. The Audit Committee shall assist the
board of directors by monitoring and reviewing the Corporation's financial
reporting process, systems of internal controls and audit process and shall have
such authority and responsibilities as may be set forth, from time to time, in
the Corporation's Audit Committee Charter.

         Section 19. The Nominating Committee shall consist of two or more
directors who are designated by resolution adopted by a majority of the whole
board. The Nominating Committee shall be responsible to the board of directors
and/or stockholders, as the case may be, for recommending qualified candidates
for election as directors of the Corporation and for recommending candidates for
designation as members of the committee to fill vacancies therein. At all
meetings of the Nominating Committee, the presence of a majority of the members
thereof shall constitute a quorum for the transaction of business, and the act
of a majority of the members of the whole committee at which there is a quorum
present shall be the act of the Nominating Committee.


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         Section 20. Each committee of the board of directors shall keep regular
minutes of its meetings and report the same to the board of directors when
required.

                            COMPENSATION OF DIRECTORS

         Section 21. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. All directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors, and directors
who are not full-time employees of the Corporation may be paid a fixed sum for
attendance at each meeting of the board of directors and/or a stated salary as
director and may participate in any stock option plan(s) of the Corporation if
and to the extent permitted thereby. 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 and expenses for attending committee meetings.

                              REMOVAL OF DIRECTORS

         Section 22. Subject to the rights of the holders of any series of
Preferred Stock or any other class of capital stock of the Corporation (other
than the Common Stock and the Class B Common Stock) then outstanding, (a) any
director, or the entire board of directors, may be removed from office at any
time prior to the expiration of such director's term of office, with or without
cause, only by the affirmative vote of the holders of record of at least 66-2/3%
of the aggregate voting power of all outstanding shares of capital stock of the
Corporation then entitled to vote generally in the election of directors, voting
together as a single class, at a special meeting of stockholders called
expressly for that purpose; provided that, any director may be removed from
office by the




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affirmative vote of a majority of the entire board of directors, at any time
prior to the expiration of such director's term of office, as provided by law,
in the event a director fails to meet the qualifications stated in these by-laws
for election as a director or in the event such director is in breach of any
agreement between such director and the Corporation relating to such director's
service as a director or employee of the Corporation.

                          INDEMNIFICATION OF DIRECTORS

         Section 23. The Corporation shall have the right to indemnify
directors, officers and agents of the Corporation to the fullest extent
permitted by the General Corporation Law of Delaware and by the certificate of
incorporation, as both may be amended from time to time.

                              CHAIRMAN OF THE BOARD

         Section 24. The Board of Directors shall choose one of its members to
serve as the Chairman of the Board. The Chairman of the Board shall preside at
all meetings of the board of directors and the stockholders.

                                   ARTICLE IV
                                     NOTICES

         Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these By-laws, notice is required to be given
to any director or stockholder, it shall be construed to mean written or printed
notice given either personally or by mail or facsimile addressed to such
director or stockholder, at such person's address as it appears on the records
of the Corporation, with postage or other charges thereon




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prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail or upon confirmation of
transmission if sent by facsimile. Notice to directors may also be given by
telephone.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

         Section 3. Attendance at a meeting shall constitute a waiver of notice
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.

         Section 4. Neither the business to be transacted at, nor the purpose
of, any regular meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.


                                    ARTICLE V
                                    OFFICERS

         Section 1. The officers of the Corporation shall be chosen by the board
of directors at its first meeting after each annual meeting of the stockholders
and shall be a President, a Vice President-Finance, a Treasurer and a Secretary.
The board of directors may also choose one or more additional Vice Presidents
and one or more Assistant Treasurers and Assistant Secretaries. Any number of
offices may be held by the same person, except that the offices of President and
Secretary shall not be held by the same person. Vice




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Presidents may be given distinctive designations such as Executive Vice
President or Senior Vice President.

         Section 2. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

         Section 3. The officers of the Corporation shall hold office until
their successors are chosen and qualify or until their earlier resignation or
removal. Any officer elected or appointed by the board of directors may be
removed at any time with or without cause by the affirmative vote of a majority
of the whole board of directors. Any vacancy occurring in any office of the
Corporation shall be filled by the board of directors.

                                  THE PRESIDENT

         Section 4. The President shall be the chief executive officer of the
Corporation, shall be subject to the direction of the board of directors, shall
have general and active management of the business of the Corporation and shall
see that all orders and resolutions of the board of directors are carried into
effect. In the absence of the Chairman of the Board, or in the case the Chairman
of the Board shall resign, retire, become deceased or otherwise cease or be
unable to act, the President shall also perform the duties and exercise the
powers of the Chairman of the Board.

                               THE VICE PRESIDENTS

         Section 5. The Vice Presidents shall have such powers and perform such
duties as may from time to time be assigned to them by the board of directors or
the President.




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                      THE SECRETARY AND ASSISTANT SECRETARY

         Section 6. The Secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
of the board of directors 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 the President, under whose supervision the Secretary
shall be. The Secretary shall have custody of the corporate seal of the
Corporation, and the Secretary, or an Assistant Secretary, 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 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 such officer's signature.

         Section 7. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of the Secretary's inability or
refusal to act, perform the duties and exercise the powers of the Secretary and
shall have such other powers and perform such other duties as may from time to
time be assigned to them by the board of directors.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 8. The Treasurer, under the supervision of the Vice
President-Finance, shall have charge of all the corporate funds and securities
and shall keep or cause to be kept




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full and accurate accounts of receipts and disbursements in books belonging to
the Corporation and shall deposit all monies and other valuable effects in the
name and to the credit of the Corporation in such depositories as may be
designated by or at the direction of the board of directors or the Finance
Committee.

         Section 9. The Treasurer shall disburse or cause to be disbursed the
funds of the Corporation as may be ordered by or at the direction of the Vice
President-Finance or the board of directors, taking proper vouchers for such
disbursements, and subject to the supervision of the Vice President-Finance,
shall render to the President and the board of directors, when they or either of
them so require, an account of such officer's transactions as Treasurer and of
the financial condition of the Corporation.

         Section 10. 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 the office of Treasurer 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 belonging to the Corporation and in the possession or under the
control of the Treasurer.

         Section 11. The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by the board of directors
(of if there be no such determination, then in the order of their election),
shall, in the absence of the Treasurer or in the event of the Treasurer's
inability or refusal to act, perform the duties and exercise the powers of the
Treasurer and shall have such other powers and perform such other duties as may
from time to time be assigned to them by the board of directors.





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         Section 12. In addition to the corporate officers elected by the board
of directors pursuant to this Article V, the President may, from time to time,
appoint one or more other persons as appointed officers who shall not be deemed
to be corporate officers, but may, respectively, be designated with such titles
as the President may deem appropriate. The President may prescribe the powers to
be exercised and the duties to be performed by each such appointed officer, may
designate the term for which each such appointment is made, and may, from time
to time, terminate any or all of such appointments. Such appointments and
termination of appointments shall be reported to the board of directors.


                                   ARTICLE VI
                              CERTIFICATES OF STOCK

         Section 1. Every holder of shares of capital stock in the Corporation
shall be entitled to have a certificate sealed with the seal of the Corporation
and signed by, or in the name of the Corporation by, the Chairman of the Board
or the President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary of the Corporation, certifying the number of shares
owned by such holder in the Corporation. If the Corporation shall be authorized
to issue more than one class of stock or more than one series of any class, the
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, provided
that, except as otherwise provided in section 202 of the General Corporation Law
of Delaware, in lieu of the foregoing




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requirements, there may be set forth on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock, a
statement that the Corporation will furnish without charge to each stockholder
who so requests the designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

         Section 2. Any or all of the signatures on the certificate may be
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 such
officer, transfer agent or registrar held such position at the date of issue.

                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of capital stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or the legal representative of the owner, to advertise the same in
such manner as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against




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any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

         Section 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

         Section 5. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. 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





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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 the laws of Delaware.

                                   ARTICLE VII
                               GENERAL PROVISIONS
                                    DIVIDENDS

         Section 1. Dividends upon the capital stock of the Corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to provisions of any statute, the certificate of incorporation and these
by-laws.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.






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<PAGE>   23


                                ANNUAL STATEMENT

         Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
Corporation.
                                     CHECKS

         Section 4. All checks or demands for money of the Corporation shall be
signed by such officer or officers or such person or persons as the board of
directors or the Finance Committee may from time to time designate.

                                   FISCAL YEAR

         Section 5. The fiscal year of the Corporation shall be a 52 to 53 week
period which ends on the last Sunday in December.

                                      SEAL

         Section 6. 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.

                                    CONTRACTS

         Section 7. An officer of the Corporation may sign any note, bond, or
mortgage of the Corporation in furtherance of the Corporation's ordinary
business and in order to implement any action authorized by these by-laws.





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                                  ARTICLE VIII
                                   AMENDMENTS

         Section 1. The by-laws of the Corporation may be amended, altered,
changed or repealed, and a provision or provisions inconsistent with the
provisions of the by-laws as they exist from time to time may be adopted, only
by the majority of the entire Board of Directors or by the affirmative vote of
the holders of record of at least 66-2/3% of the aggregate voting power of all
outstanding shares of capital stock of the Corporation then entitled to vote
generally in the election of Directors, voting together as a single class,
notwithstanding the fact that a lesser percentage may be specified by the
General Corporation Law of Delaware.






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