EXHIBIT 3.2.1

                                                        Adopted:  April 25, 1996
                                Article II, Section 2.4 amended: August 13, 1998


                                     BY-LAWS

                                       OF

                              BIG CITY BAGELS, INC.

                                    ARTICLE I


                                     OFFICES


     1.1 Office: The office shall be established and maintained at 99 Woodbury
Road, Hicksville, New York 11801.

     1.2 Other Offices: The corporation may have other offices, either within or
without this State, at such place or places as the Board of Directors may from
time to time appoint or the business of the corporation may require.


                                   ARTICLE II

                                  SHAREHOLDERS

     2.1 Place of Shareholders' Meetings. All meetings of the shareholders of
the corporation shall be held at such place or places, within or outside the
State of New York, as may be fixed by the Board of Directors from time to time
or as shall be specified in the respective notices thereof.

     2.2 Date and Hour of Annual Meetings of Shareholders. An annual meeting of
shareholders shall be held each year following the completion of the
corporation's prior fiscal year on such date and time as may be fixed by the
Board of Directors.

     2.3 Purposes of Annual Meetings. At each annual meeting, the shareholders
shall elect the members of the Board of Directors for the succeeding year. At
any such annual meeting any further proper business may be transacted.

     2.4 Special Meetings of Shareholders. Special meetings of the shareholders
or of any class or series thereof entitled to vote may be called by the Chairman
of the Board or by the Board of Directors, or at the request in writing by
shareholders of record owning at least a majority of the issued and outstanding
shares of common stock of the corporation.

     2.5 Notice of Meetings of Shareholders.

          (a) Except as otherwise expressly required or permitted by law, not
less than ten days nor more than fifty days before the date of every
shareholders' meeting the Secretary shall give to each shareholder of record
entitled to vote at such meeting, written notice, served personally, by mail or
by telegram, stating the place, date and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. Such
notice, if mailed, shall be deemed to be given when deposited in the United
States mail, postage prepaid, directed to the shareholder at his address for
notices to such shareholder as it appears on the records of the corporation.


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          (b) If, at any shareholders' meeting, action is proposed to be taken
which would, if taken, entitle shareholders to receive payment for their shares
pursuant to Section 623 of the Business Corporation Law, the notice of such
meeting shall include a statement to that purpose and to that effect and shall
be accompanied by a copy of Section 623 of the Business Corporation Law or an
outline of its material terms.

Notice of any meeting need not be given to any person who may become a
shareholder of record after the mailing of such notice and prior to the meeting,
or to any shareholder who attends such meeting, in person or by proxy, or to any
shareholder who, in person or by proxy, submits a signed waiver of notice either
before or after such meeting.

          (c) When a meeting is adjourned to another time or place, it shall not
be necessary to give any notice of the adjourned meeting if the time and place
to which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
If, however, the Board of Directors shall fix a new record date for the
adjourned meeting, notice of the adjourned meeting shall be given each
shareholder of record of the new record date.

     2.6 Quorum of Shareholders.

          (a) Unless otherwise provided by the Certificate of Incorporation or
by law, at any meeting of the shareholders, the presence in person or by proxy
of holders of a majority of the shares entitled to vote thereat shall constitute
a quorum. The withdrawal of any shareholder after the commencement of a meeting
shall have no effect on the existence of a quorum, after a quorum has been
established at such meeting.

          (b) At any meeting of the shareholders at which a quorum shall be
present, holders of a majority of the shares present in person or by proxy may
adjourn the meeting from time to time without notice other than announcement at
the meeting. In the absence of a quorum, the officer presiding thereat shall
have power to adjourn the meeting from time to time until a quorum shall be
present. Notice of any adjourned meeting, other than announcement at the
meeting, shall not be required to be given, except as provided in paragraph (d)
below and except where expressly required by law.

          (c) At any adjourned session at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting
originally called but only those shareholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof, unless a new record date is fixed by the Board of Directors.

          (d) 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
shareholder of record entitled to vote at the meeting.

     2.7 Chairman and Secretary of Meeting. The Chairman of the Board, or, in
his absence, the President or, in their respective absences, a Vice President
shall preside at meetings of the shareholders. The Secretary shall act as
secretary of the meeting or, in his absence, an Assistant Secretary, shall act,
or if neither is present, then the presiding officer may appoint a person to act
as secretary of the meeting.

     2.8 Voting by Shareholders. Except as may be otherwise provided by the
Certificate of Incorporation or these by-laws, at every meeting of the
shareholders each shareholder shall be entitled to one vote for each share of
stock standing in his name on the books of the corporation on the record date
for the meeting. All elections and questions other than election of directors
shall be decided by a majority of the votes cast at a meeting of the
shareholders by the holders of shares present in person or represented by proxy
and entitled to vote at the meeting. At any election of directors, directors
shall be elected by a plurality of the votes cast at a meeting of shareholders
by the holders of shares present in person or represented by proxy entitled to
vote in the election.

     2.9 Proxies. Any shareholder entitled to vote at any meeting of
shareholders may vote either in person or by proxy. Every proxy shall be in
writing, subscribed by the shareholder or his duly authorized attorney-in-fact.
No proxy shall be valid after the expiration of eleven months from the date of



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its execution, unless the person executing it shall have specified therein the
length of time it is to continue in force.

     2.10 Inspectors. The election of directors and any other vote by ballot at
any meeting of the shareholders shall be supervised by at least one inspector if
requested by a shareholder present in person or represented by proxy and
entitled to vote at such meeting. Such inspector(s) may be appointed by the
presiding officer before or at the meeting; or if the inspector(s) so appointed
shall refuse to serve or shall not be present, such appointment shall be made by
the officer presiding at the meeting.

     2.11 List of Shareholders. A list of shareholders as of the record date,
certified by the corporate officer responsible for its preparation or by a
transfer agent, shall be produced at any meeting of shareholders upon the
request thereat or prior thereto of any shareholder. If the right to vote at any
meeting is challenged, the inspectors of election, or person presiding thereat,
shall require such list of shareholders to be produced as evidence of the right
of the persons challenged to vote at such meeting, and all persons who appear
from such list to be shareholders entitled to vote thereat may vote at such 
meeting.

     2.12 Procedure at Shareholders' Meetings. Except as otherwise provided by
these by-laws or any resolutions adopted by the shareholders or Board of
Directors, the order of business and all other matters of procedure at every
meeting of shareholders shall be determined by the presiding officer. Not less
than 15 minutes following the presentation of any resolution to any meeting of
shareholders, the presiding officer may announce that further discussion on such
resolution shall be limited to not more than three persons who favor and not
more than three persons who oppose such resolution, each of whom shall be
designated by the presiding officer and shall thereupon be entitled to speak
thereon for not more than five minutes. After such persons, or such a lesser
number thereof as shall advise the presiding officer of their desire so to
speak, shall have spoken on such resolution, the presiding officer may direct a
vote on such resolution without further discussion thereon at the meeting.

     2.13 Action By Consent Without Meeting. Unless otherwise provided by the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of shareholders, or any action which may be taken at any annual
or special meeting, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of all outstanding shares entitled to vote
thereon.


                                   ARTICLE III

                                    DIRECTORS

     3.1 Powers of Directors. The property, business and affairs of the
corporation shall be managed by its Board of Directors which may exercise all
the powers of the corporation except such as are by the law of the State of New
York or the Certificate of Incorporation or these by-laws required to be
exercised or done by the shareholders.

     3.2 Number, Method of Election, Terms of Office of Directors. The number of
directors constituting the entire board shall be fixed from time to time by the
Board of Directors and shall not be less than three, except that where all the
shares of a corporation are owned beneficially and of record by less than three
shareholders, the number of directors may be less than three but not less than
the number of shareholders. Each director shall hold office until the next
annual meeting of shareholders and until his successor is elected and qualified,
provided, however, that a director may resign at any time. Directors need not be
shareholders.

     3.3 Vacancies on Board of Directors; Removal.

          (a) Any director may resign his office at any time by delivering his
resignation in writing to the Chairman of the Board or the Secretary. It will
take effect at the time specified therein or, if no time is specified, it will
be effective at the time of its receipt by the corporation. The acceptance of a
resignation shall not be necessary to make it effective, unless expressly so
provided in the resignation.



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          (b) Any vacancy, or newly created directorship resulting from any
increase in the authorized number of directors, may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and any director so chosen shall hold office until the next annual
election of directors by the shareholders and until his successor is duly
elected and qualified or until his earlier resignation or removal.

          (c) Removal. Any director may be removed with cause at any time by the
affirmative vote of shareholders holding of record in the aggregate at least a
majority of the votes cast at a meeting of the shareholders by the holders of
shares present in person or represented by proxy entitled to vote at a special
meeting of the shareholders called for that purpose. Any director may be removed
without cause at any time by the affirmative vote of shareholders holding of
record in the aggregate at least 66 2/3 of the outstanding shares entitled to
vote at a special meeting of the shareholders called for that purpose.

     3.4 Meetings of the Board of Directors.

          (a) The Board of Directors may hold their meetings, both regular and
special, either within or outside the State of New York.

          (b) Regular meetings of the Board of Directors may be held at such
time and place as shall from time to time be determined by resolution of the
Board of Directors. No notice of such regular meetings shall be required. If the
date designated for any regular meeting be a legal holiday, then the meeting
shall be held on the next day which is not a legal holiday.

          (c) The first meeting of each newly elected Board of Directors shall
be held immediately following the annual meeting of the shareholders for the
election of officers and the transaction of such other business as may come
before it. If such meeting is held at the place of the shareholders' meeting, no
notice thereof shall be required.

          (d) Special meetings of the Board of Directors shall be held whenever
called by direction of the Chairman of the Board or at the written request of a
majority of the whole Board.

          (e) The Secretary shall give notice to each director of any special
meeting of the Board of Directors by mailing the same at least three days before
the meeting or by telefaxing, telegraphing, telexing, or delivering the same not
later than the day before the meeting. Unless required by law, such notice need
not include a statement of the business to be transacted at, or the purpose of,
any such meeting. Any and all business may be transacted at any meeting of the
Board of Directors. No notice of any adjourned meeting need be given, except as
may be given at the meeting at the time of its adjournment. No notice to or
waiver by any director shall be required with respect to any meeting at which
the director is present.

     3.5 Nominations for Directors. Nominations for the election of directors
may be made by the Board of Directors or by any shareholder entitled to vote for
the election of directors. Any shareholder entitled to vote for the election of
directors at a meeting may nominate a person or persons for election as
directors only if written notice of such shareholder's intent to make such
nomination is given, either by personal delivery or by United States mail,
postage prepaid, to the Secretary of the Corporation not later than with respect
to an election to be held at an annual meeting of shareholders, 90 days in
advance of such meeting, and with respect to an election to be held at a special
meeting of shareholders for the election of directors, the close of business on
the seventh day following the date on which notice of such meeting is first
given shareholders. Each such notice shall set forth: the name and address of
the shareholder who intends to make the nomination and the person or persons to
be nominated; a representation that the shareholder is a holder of record of
stock of the Corporation entitled to vote at the meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder; such other information regarding each nominee proposed by the
shareholder as would have been required to be included in a proxy statement
filing pursuant to the proxy rules of the Securities and Exchange Commission had
each nominee been nominated, or intended to be nominated, by the Board of
Directors; and the consent of each nominee to serve as a Director of the
Corporation if so elected. The chairman of any meeting of shareholders to elect
directors and the Board of Directors may refuse to acknowledge the nomination of
any person not made in compliance with the foregoing procedure.


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     3.6 Quorum and Action. A majority of the entire Board shall constitute a
quorum for the transaction of business, except that when a vacancy or vacancies
prevents such a majority, a majority of the directors in office shall constitute
a quorum, provided that such a majority shall constitute at least one-third of
the entire Board; but if there shall be less than a quorum at any meeting of the
Board, a majority of those present may adjourn the meeting from time to time.
The vote of a majority of the directors present at any meeting at which a quorum
is present shall be necessary to constitute the act of the Board of Directors.

     3.7 Presiding Officer and Secretary of Meeting. The Chairman of the Board
or, in his absence, the President, or, in their absence a member of the Board of
Directors selected by the members present, shall preside at meetings of the
Board. The Secretary shall act as secretary of the meeting, but in his absence
the presiding officer may appoint a secretary of the meeting.

     3.8 Action by Consent Without Meeting. 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, and the writing or writings are filed
with the minutes or proceedings of the Board or committee.

     3.9 Action by Telephonic Conference. Members of the Board of Directors, or
any committee designated by such Board, may participate in a meeting of such
Board or 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 participation in such a meeting shall constitute presence in
person at such meeting.

     3.10 Committees.

          (a) The Board of Directors may, by resolution or resolutions passed by
a majority of the whole board, designate an executive committee and other
committees, each committee to consist of three or more directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee.

          (b) Any such committee, to the extent provided in the resolution of
the Board of Directors, or in these by-laws, 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, and may authorize the seal of the corporation to
be affixed to all papers which may require it; but no such committee shall have
authority as to the following matters:

               (1) The submission to shareholders of any action that needs
shareholders' approval under this chapter.

               (2) The filling of vacancies in the Board of Directors or in any
committee.

               (3) The fixing of compensation of the directors for serving on
the Board or on any committee.

               (4) The amendment or repeal of the by-laws, or the adoption of
new by-laws.

               (5) The amendment or repeal of any resolution of the Board which
by its terms shall not be so amendable or repealable.

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




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                                     ARTICLE IV

                                    OFFICERS

     4.1 Officers, Title, Elections, Terms.

          (a) The elected officers of the corporation shall be a Chairman of the
Board, a President, one or more Vice Presidents, a Treasurer and a Secretary,
who shall be elected by the Board of Directors at its Annual Meeting following
the Annual Meeting of the Shareholders, to serve at the pleasure of the Board or
otherwise as shall be specified by the Board at the time of such election and
until their successors are elected and qualify. Any two or more offices may be
held by the same person, except the offices of President and Secretary. When all
of the issued and outstanding shares of the corporation are owned by one person,
such person may hold all or any combination of offices.

          (b) The Board of Directors may elect or appoint at any time, and from
time to time, additional officers or agents with such duties as it may deem
necessary or desirable. Such additional officers shall serve at the pleasure of
the Board or otherwise as shall be specified by the Board at the time of such
election or appointment.

          (c) Any vacancy in any office may be filled for the unexpired portion
of the term by the Board of Directors.

          (d) Any officer may resign his office at any time. Such resignation
shall be made in writing and shall take effect at the time specified therein or,
if no time be specified, at the time of its receipt by the corporation. The
acceptance of a resignation shall not be necessary to make it effective, unless
expressly so provided in the resignation.

          (e) The Board of Directors may require any officer to give security
for the faithful performance of his duties.

          (f) All other officers shall have such duties and powers as are
provided in these by-laws, or as the Board of Directors may determine from time
to time, or as may be assigned to them by any superior officer.

     4.2 Removal of Elected Officers. Any elected officer may be removed at any
time, either with or without cause, by resolution adopted at any regular or
special meeting of the Board of Directors by a majority of the directors then in
office.

     4.3 Duties.

          (a) Chairman of the Board. The Chairman of the Board shall be the
chief executive officer of the corporation and shall have general and active
management and direction of the business and affairs of the corporation and
general supervision thereof and over its several officers, agents and employees,
subject, however, to the control of the Board. He shall, if present, preside at
each meeting of the shareholders and of the Board. He shall see that all orders
and resolutions of the Board are carried into effect. He may sign, execute and
deliver in the name of the corporation all deeds, mortgages, bonds, contracts or
other instruments authorized by the Board, except in cases where the signing,
execution or delivery thereof shall be expressly delegated by the Board or by
these by-laws to some other officer or agent of the corporation or where any
thereof shall be required by law otherwise to be signed, executed or delivered,
and he may affix the seal of the corporation to any instrument which shall
require it; and, in general, he shall perform all duties incident to the office
of Chairman of the Board and such other duties as may from time to time be
assigned to him by the Board.

          (b) President. The President shall be the chief operating officer of
the corporation and shall have general and active management and direction of
the business of the corporation and general supervision thereof and over its
officers, agents and employees, subject, however, to control of the Board and
the Chairman of the Board. In the absence of the Chairman of the Board he shall,



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if present, preside at each meeting of the shareholders and of the Board. He may
sign, execute and deliver in the name of the corporation all deeds, mortgages,
bonds, contracts and other instruments authorized by the Board, except in cases
where the signing, execution or delivery thereof shall be expressly delegated by
the Board or by these by-laws to some other officer or agent of the Corporation
or where any thereof shall be required by law otherwise to be signed, executed
or delivered; and, in general, he shall perform all duties incident to the
office of President and such other duties as may from time to time be assigned
to him by the Board. In case of the absence of the Chairman of the Board, or his
inability to act, the President shall perform the duties of the Chairman of the
Board and, when so acting, shall have all the powers of, and be subject to all
the restrictions upon, the Chairman of the Board.

          (c) Vice President. Each Vice President, if any, shall have such  
powers and perform such duties as the Board of Directors may determine or as may
be assigned to him by the Chairman of the Board or the President. In the absence
of the President or in the event of his death, or inability or refusal to act,
the Vice President (or in the event there be more than one Vice President, the
Vice Presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President and when so acting, shall have all the powers and be
subject to all the restrictions upon the President.

          (d) Treasurer. The Treasurer shall (1) have charge and custody of and
be responsible for all funds and securities of the Corporation; (2) receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever; (3) deposit all such moneys in the name of the Corporation in such
banks, trust companies, or other depositaries as shall be selected in accordance
with the provisions of Article V of these by-laws; and (4) in general perform
all duties incident to the office of treasurer and such other duties as from
time to time may be assigned to him by the President or by the Board of
Directors. He shall, if required by the Board of Directors, give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the Board of Directors shall determine.

          (e) Secretary. The Secretary shall (1) keep the minutes of the
meetings of the shareholders, the Board of Directors, the Executive Committee
(if designated), and all other committees, if any, of which a secretary shall
not have been appointed, in one or more books provided for that purpose; (2) see
that all notices are duly given in accordance with the provisions of these
by-laws and as required by law; (3) be custodian of the corporate records and of
the seal of the Corporation and see that the seal of the Corporation is affixed
to all documents, the execution of which on behalf of the Corporation under its
seal, is duly authorized; (4) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (5)
have general charge of stock transfer books of the Corporation; and (6) in
general perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned to him by the President or by the
Board of Directors.

          (f) Assistant Secretaries and Assistant Treasurers. At the request of
the Secretary or in his absence or disability, one or more Assistant Secretaries
designated by him or by the Board of Directors shall have all the powers of the
Secretary for such period as he or it may designate or until he or it revokes
such designation. At the request of the Treasurer or in his absence or
disability, one or more Assistant Treasurers designated by him or by the Board
of Directors shall have all the powers of the Treasurer for such period as he or
it may designate or until he or it revokes such designation. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President or the Board of Directors.


                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     5.1 Contracts. Except as otherwise provided by law, these by-laws or
resolutions of the Board of Directors, any contract, document or other
instrument shall be valid and binding on the Corporation only if executed and
delivered in its name and on its behalf by either the President or such other
persons who have been designated by resolution of the Board of Directors as
authorized signatories of contracts, documents and other instruments.



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     5.2 Loans. No loan shall be contracted on behalf of the Corporation and no
evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors and executed by either the Chairman of the
Board, President or a Vice President or such persons who have been designated by
resolution of the Board of Directors as authorized signatories of contracts,
documents and other instruments, or of those persons who have been designated by
resolution of the Board of Directors as authorized signatories for transactions
with any bank with which such loan is contracted. Such authority may be general
or confined to specific instances.

     5.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment
of money, notes, or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such person or persons and in such manner as
shall from time to time be determined by resolution of the Board of Directors.
Each of such persons shall give such bond, if any, as the Board of Directors may
require.

     5.4 Deposits. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies, or other depositaries as the Board of Directors may select or
as may be designated by any officer or officers of the Corporation.


                                   ARTICLE VI

                                 SHARES OF STOCK

     6.1 Certificates of Stock.

          (a) Every holder of shares in the corporation shall be entitled to
have a certificate signed by, or in the name of, the corporation by the Chairman
of the Board, President or a Vice President, and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the
number of shares owned by him.

          (b) If such certificate is countersigned by a transfer agent other
than the corporation or its employee, or by a registrar other than the
corporation or its employee, the signatures of the officers of the corporation
may be facsimiles, and, if permitted by law, any other signature may be a
facsimile.

          (c) In case any officer who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer at the date of issue.

          (d) Certificates of stock shall be issued in such form not
inconsistent with the Certificate of Incorporation as shall be approved by the
Board of Directors. They shall be numbered and registered in the order in which
they are issued.

          (e) All certificates surrendered to the corporation shall be cancelled
with the date of cancellation, and shall be retained by the Secretary, together
with the powers of attorney to transfer and the assignments of the shares
represented by such certificates, for such period of time as shall be prescribed
from time to time by resolution of the Board of Directors.

          (f) No certificates representing shares shall be issued until the full
amount of consideration therefor has been paid, except as otherwise permitted by
law.

     6.2 Record Ownership. A record of the name and address of the holder of
each certificate, the number of shares represented thereby and the date of issue
thereof shall be made on the corporation's books. The corporation shall be
entitled to treat the holder of any share as the holder in fact thereof, and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in any share on the part of any other person, whether or not it shall
have express or other notice thereof, except as required by law.



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     6.3 Transfer of Record Ownership. Transfers of shares shall be made on the
books of the corporation only by direction of the person named in the
certificate or his attorney, lawfully constituted in writing, and only upon the
surrender of the certificate therefor and a written assignment of the shares
evidenced thereby. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer if, when the certificates are presented to the corporation for
transfer, both the transferor and transferee request the corporation to do so.

     6.4 Lost, Stolen or Destroyed Certificates. Certificates representing
shares of the stock of the corporation shall be issued in place of any
certificate alleged to have been lost, stolen or destroyed in such manner and on
such terms and conditions as the Board of Directors from time to time may
authorize.

     6.5 Transfer Agent; Registrar; Rules Respecting Certificates. The
corporation shall maintain at its principal office or at the office of its
attorneys an office where shares of the corporation shall be transferable. The
corporation may also maintain one or more registry offices where such shares
shall be registered. The Board of Directors may make such rules and regulations
as it may deem expedient concerning the issue, transfer and registration of
certificates of stock.

     6.6 Fixing Record Date for Determination of Shareholders of Record.

          (a) The Board of Directors may fix, in advance, a date as the record
date for the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action. Such date shall
not be more than fifty nor less than ten days before the date of such meeting,
nor more than fifty days prior to any other action.

          (b) If no record date is fixed: The record date for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders
shall be at the close of business on the day next preceding the day on which
notice is given, or, if no notice is given, the day on which the meeting is
held. For all other purposes, the record date for determining shareholders shall
be at the close of business on the day on which the resolution of the board
relating thereto is adopted.

          (c) When a determination of shareholders or record entitled to notice
of or to vote at any meeting of shareholders has been made as provided in this
section, such determination shall apply to any adjournment thereof, unless the
Board of Directors fixes a new record date under this section for the adjourned
meeting.

     6.7 Dividends. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the shares of
the corporation as and when they deem expedient. Before declaring any dividend
there may be set apart out of any funds of the corporation available for
dividends, such sum or sums as the Board of Directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
Board of Directors shall deem conducive to the interests of the corporation.


                                   ARTICLE VII

                       SECURITIES HELD BY THE CORPORATION

     7.1 Voting. Unless the Board of Directors shall otherwise order, the
Chairman of the Board, the President, any Vice President, the Secretary or the
Treasurer shall have full power and authority, on behalf of the corporation, to
attend, act and vote at any meeting of the stockholders of any corporation in
which the corporation may hold stock, and at such meeting to exercise any or all
rights and powers incident to the ownership of such stock, and to execute on
behalf of the corporation a proxy or proxies empowering another or others to act
as aforesaid. The Board of Directors from time to time may confer like powers
upon any other person or persons.


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     7.2 General Authorization to Transfer Securities Held by the Corporation.

          (a) Any of the following officers, to wit: the Chairman of the Board,
the President, any Vice President and the Treasurer shall be, and they hereby
are, authorized and empowered to transfer, convert, endorse, sell, assign, set
over and deliver any and all shares of stock, bonds, debentures, notes,
subscription warrants, stock purchase warrants, evidence of indebtedness, or
other securities now or hereafter standing in the name of or owned by the
corporation, and to make, execute and deliver, under the seal of the
corporation, any and all written instruments of assignment and transfer
necessary or proper to effectuate the authority hereby conferred.

          (b) Whenever there shall be annexed to any instrument of assignment
and transfer executed pursuant to and in accordance with the foregoing paragraph
(a), a certificate of the Secretary of the corporation in office at the date of
such certificate setting forth the provisions of this Section 7.2 and stating
that they are in full force and effect and setting forth the names of persons
who are then officers of the corporation, then all persons to whom such
instrument and annexed certificate shall thereafter come, shall be entitled,
without further inquiry or investigation and regardless of the date of such
certificate, to assume and to act in reliance upon the assumption that the
shares of stock or other securities named in such instrument were theretofore
duly and properly transferred, endorsed, sold, assigned, set over and delivered
by the corporation, and that with respect to such securities the authority of
these provisions of the by-laws and of such officers is still in full force and
effect.


                                  ARTICLE VIII

                                  MISCELLANEOUS

     8.1 Seal. The seal of the corporation shall be in such form and shall have
such content as the Board of Directors shall from time to time determine.

     8.2 Notice and Waiver of Notice. Whenever any notice of the time, place or
purpose of any meeting of shareholders, directors or a committee is required to
be given under the law of the State of New York, the Certificate of
Incorporation or these by-laws, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the holding
thereof, or actual attendance at the meeting in person or, in the case of any
shareholder, by his attorney-in-fact, shall be deemed equivalent to the giving
of such notice to such persons.

     8.3 Amendment of By-Laws.

          (a) Board of Directors. The by-laws of the corporation may be altered,
amended or repealed or new by-laws may be made or adopted by the Board of
Directors at any regular, or special meeting of the Board; provided that
paragraph (c) of Section 3.3 and Section 8.3(a) of these by-laws may be altered,
amended or repealed only by action of the shareholders acting pursuant to
Section 8.3(b) hereof.

          (b) By Shareholders. The by-laws of the corporation may also be
altered, amended or repealed or new by-laws may be made or adopted by the vote
of a majority in interest of the shareholders represented and entitled to vote
upon the election of directors, at any meeting at which a quorum is present.

     8.4 Indemnity. The corporation shall indemnify its directors and officers
to the fullest extent allowed by law.

     8.5 Fiscal Year. Except as from time to time otherwise determined by the
Board of Directors, the fiscal year of the corporation shall end on December 31.



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