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                                           APPROVED MAY 28, 1998



                             BY-LAWS

                                OF

                    BJ'S WHOLESALE CLUB, INC.


SECTION 1.  LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS

     1.1. These by-laws are subject to the Certificate of
Incorporation of the Corporation.  In these by-laws, references
to law, the Certificate of Incorporation and by-laws mean the
law, the provisions of the Certificate of Incorporation of the
Corporation and these by-laws as from time to time in effect.


SECTION 2.  STOCKHOLDERS

     2.1. Annual Meeting.  The annual meeting of stockholders 
          --------------
shall be held at such date and time as shall be designated by the
Board of Directors and stated in the notice of the meeting, at
which meeting the stockholders shall elect directors and transact
such other business as may be required by law or these by-laws or
as may properly come before the meeting.

     At any annual meeting of stockholders, only such business
shall be conducted as shall have been brought before the annual
meeting (i) by or at the direction of the Board of Directors or
(ii) by any stockholder who complies with the procedures set
forth below in this paragraph.  For business properly to be
brought by a stockholder before an annual meeting, the
stockholder must have given timely notice thereof in proper
written form to the secretary.  To be timely, a stockholder's
notice must be delivered to, or mailed and received by, the
secretary at the principal executive offices of the Corporation
not less than 70 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is
advanced by more than 20 days, or delayed by more than 70 days,
from such anniversary date, notice by the stockholder to be
timely must be so delivered or received not earlier than the
ninetieth day prior to such annual meeting and not later than the
close of business on the later of the seventieth day prior to
such annual meeting or the tenth day following the day on which
public announcement of the date of such meeting is first made. 
To be in proper written form, a stockholder's notice shall set
forth in writing as to each matter the stockholder proposes to
bring before the annual meeting:  (i) a brief description of the
business desired be brought before the annual meeting and the
reasons for conducting such business at the annual meeting; (ii)
the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business; (iii) the person or
persons who are the beneficial owner of such shares, if different
in any respect from the record owner; (iv) the class and number
of shares of the Corporation which are beneficially owned by the
stockholder and any other persons referred to in the preceding
clause (iii); and (v) any material interest of the stockholder or
such other persons in such business.  The chairman of the annual
meeting shall, if the facts warrant, determine that business was
not properly brought before the annual meeting in accordance with
the provisions of this Section 2.1 and, if he should so
determine, he shall so declare to the annual meeting and any such
business not properly brought before the annual meeting shall not
be transacted.

     2.2. Special Meetings.  Subject to the provisions of any
          ----------------
series of preferred stock or any other securities of the
Corporation with respect to the voting of such series or such
other securities, a special meeting of the stockholders may be
called only by notice given by the chairman, the president or a
majority of the Board of Directors.  Only such business as is
specified in the notice of a special meeting of stockholders
shall come before such meeting.  Any such notice shall state the
place, date, hour and purposes of the meeting.

     2.3. Place of Meeting.  All meetings of the stockholders
          ----------------
shall be held at such place within or without the State of
Delaware as may be determined from time to time by the chairman,
the president or the Board of Directors.  Any adjourned session
of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4. Notice of Meetings.  Except as otherwise provided by
          ------------------
law, a written notice of each meeting of stockholders stating the
place, day and hour thereof and, in the case of a special
meeting, the purposes for which the meeting is called, shall be
given not less then ten nor more than 60 days before the meeting,
to each stockholder entitled to vote thereat, and to each
stockholder who, by law, by the Certificate of Incorporation or
by these by-laws, is entitled to notice, by leaving such notice
with him or at his residence or usual place of business, or by
depositing it in the United States mail, postage prepaid, and
addressed to such stockholder at his address as it appears in the
records of the Corporation.  Such notice shall be given by the
secretary, or by an officer or person designated by the Board of
Directors, or in the case of a special meeting by the officer
calling the meeting or by the Board of Directors, as the case may
be.  As to any adjourned session of any meeting of stockholders,
notice of the adjourned meeting need not be given if the time and
place thereof are announced at the meeting at which the
adjournment was taken except that if the adjournment is for more
than 30 days or if after the adjournment a new record date is set
for the adjourned session, notice of any such adjourned session
of the meeting shall be given in the manner heretofore described.
No notice of any meeting of stockholders or any adjourned session
thereof need be given to a stockholder if a written waiver of
notice, executed before or after the meeting or such adjourned
session by such stockholder, is filed with the records of the
meeting or if the stockholder attends such meeting without
objecting at the beginning of the meeting to the transaction of
any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the
purpose of, any meeting of the stockholders or any adjourned
session thereof need be specified in any written waiver of
notice.

     2.5. Quorum of Stockholders.  At any meeting of the
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stockholders a quorum as to any matter shall consist of a
majority of the votes entitled to be cast on the matter, except
where a larger quorum is required by law, by the Certificate of
Incorporation or by these by-laws.  Any meeting may be adjourned
from time to time by a majority of the votes properly cast upon
the question, whether or not a quorum is present.  If a quorum is
present at an original meeting, a quorum need not be present at
an adjourned session of that meeting.  Shares of its own stock
belonging to the Corporation or to another corporation, if a
majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote
nor be counted for quorum purposes; provided, however, that the
foregoing shall not limit the right of any such corporation to
vote stock held by it in a fiduciary capacity.

     2.6. Action by Vote.  When a quorum is present at any
          --------------
meeting, a plurality of the votes properly cast for election to
any office shall elect to such office and a majority of the votes
properly cast upon any question other than an election to an
office shall decide the question, except when a larger vote is
required by law, by the Certificate of Incorporation or by these
by-laws.  No ballot shall be required for any election unless
requested by a stockholder present or represented at the meeting
and entitled to vote in the election.

     2.7. Proxy Representation.  Every stockholder may authorize
          --------------------
another person or persons to act for him by proxy in all matters
in which a stockholder is entitled to participate, whether by
waiving notice of any meeting, objecting to or voting or
participating at a meeting or expressing consent or dissent
without a meeting.  At all meetings of stockholders, a
stockholder may vote by proxy executed in writing (or in such
other manner permitted by the General Corporation Law of the
State of Delaware) by the stockholder, or by such person's duly
authorized attorney-in-fact.  No proxy shall be voted or acted
upon after three years from its date unless such 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. 
The authorization of a proxy may but need not be limited to
specified action; provided, however, that if a proxy limits its
authorization to a meeting or meetings of stockholders, unless
otherwise specifically provided such proxy shall entitle the
holder thereof to vote at any adjourned session but shall not be
valid after the final adjournment thereof.

     2.8. Inspectors.  The Board of Directors or the chairman of

          ----------
the meeting shall appoint one or more inspectors of election and
any substitute inspectors to act at the meeting or any
adjournment thereof.  Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully
to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability.  The
inspectors shall determine the number of shares of stock
outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate
all votes, ballots or consents, determine the result, and do such
acts as are proper to conduct the election or vote with fairness
to all stockholders.  On request of the chairman of the meeting,
the inspectors shall make a report in writing of any challenge,
question or matter determined by them and execute a certificate
of any fact found by them.

     2.9. List of Stockholders.  The secretary shall prepare and
          --------------------
make available, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to
vote at such meeting, arranged in alphabetical order and showing
the address of each stockholder and the number of shares
registered in his name.  The stock ledger shall be the only
evidence as to who are stockholders entitled to examine such list
or to vote in person or by proxy at such meeting.


SECTION 3.  BOARD OF DIRECTORS

     3.1. Number.  Except as otherwise fixed by or pursuant to
          ------
the Certificate of Incorporation, the number of directors which
shall constitute the whole board shall be determined from time to
time by vote of a majority of the Board of Directors, provided
that the number thereof may not be less than three.

     3.2. Tenure.  Except as otherwise provided by law, by the
          ------
Certificate of Incorporation or by these by-laws, the directors,
other than those who may be elected upon specified circumstances
by the holders of shares of any series of Preferred Stock or any
other securities of the Corporation, shall be classified, with
respect to the time for which they severally hold office, into
three classes as nearly equal in number as possible: one class
whose term expires at the annual meeting of stockholders to be
held in calendar 1998, another class whose term expires at the
annual meeting of stockholders to be held in calendar 1999 and
another class whose term expires at the annual meeting of
stockholders to be held in calendar 2000, with each class to hold
office until its successors are elected and qualified.  The
classes (and the membership of each class) shall be initially
comprised as provided in the Certificate of Incorporation.  If
the number of directors is changed by the Board of Directors, any
newly created directorships or any decrease in directorships
shall be so apportioned among the classes as to make all classes
as nearly equal as possible; provided, however, that no decrease
in the number of directors shall shorten the term of any
incumbent director.  At each annual meeting of stockholders,
subject to the aforesaid rights of the holders of any Preferred
Stock or any other securities of the Corporation, the successors
of the class of directors whose term expires at that meeting
shall be elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year
of their election, with such class to hold office until its
successors are elected and qualified.  Directors need not be
stockholders.

     3.3. Notification of Nominations.  Subject to the rights of
          ---------------------------
the holders of any shares of any series of Preferred Stock or any
other securities of the Corporation to elect directors upon
specified circumstances, nominations for the election of
directors may be made by the Board of Directors or by any
stockholder entitled to vote for the election of directors.  Any
stockholder entitled to vote for the election of directors at a
meeting may nominate persons for election as directors by giving
timely notice thereof in proper written form to the secretary. 
To be timely, a stockholder's notice must be delivered to, or
mailed and received by, the secretary at the principal executive
offices of the Corporation not less than 70 days nor more than 90
days prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the
date of the annual meeting is advanced by more than 20 days, or
delayed by more than 70 days, from such anniversary date, notice
by the stockholder to be timely must be so delivered or received
not earlier than the ninetieth day prior to such annual meeting
and not later than the close of business on the later of the
seventieth day prior to such annual meeting or the tenth day
following the day on which public announcement of the date of
such meeting is first made.  To be timely, a stockholder's notice
of nominations of persons for election to the Board of Directors
at a special meeting of stockholders at which a vacant newly
created directorship is to be filled must be delivered to the
secretary at the principal executive offices of the Corporation
not earlier than the ninetieth day prior to such special meeting
and not later than the close of business on the later of the
seventieth day prior to such special meeting or the tenth day
following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting. To be in
proper written form, a stockholder's notice shall set forth in
writing: (a) as to each nominee proposed by such stockholder (i)
the name and address of each nominee, (ii) such other information
regarding each nominee as would have been required to be included
in a proxy statement filed pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (or any successor
provisions of law) had each nominee been nominated, or intended
to be nominated, by the Board of Directors, and (iii) the consent
of each nominee to be named as a nominee and to serve as a
director if so elected; and (b) as to the stockholder giving the
notice (i) the name and address of, and the class and number of
shares of the Corporation held by, the stockholder who intends to
make the nomination and the beneficial owner, if any, on whose
behalf the nomination is being made, (ii) a representation that
the stockholder is a holder of record of stock of the Corporation
entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to nominate the person or persons
specified in the notice, (iii) a description of all arrangements
or understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by
the stockholder. At the request of the Board of Directors, any
person nominated by the Board of Directors for election as a
director shall furnish to the secretary the information required
to be set forth in a stockholder's notice of nomination which
pertains to the nominee.  The Corporation may require any
proposed nominee to furnish such other information as may
reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as a director of
the Corporation.  In the event that a stockholder seeks to
nominate one or more directors, the secretary shall appoint one
or more inspectors to determine whether a stockholder has
complied with this Section 3.3. If the inspectors shall determine
that a stockholder has not complied with this Section 3.3, the
inspectors shall direct the chairman of the meeting to declare 
to the meeting that a nomination was not made in accordance with
the procedures prescribed by the by-laws, and the chairman shall
so declare to the meeting and the defective nomination shall be
disregarded.

     3.4. Powers.  The business and affairs of the Corporation
          ------
shall be managed by or under the direction of the Board of
Directors who shall have and may exercise all the powers of the
Corporation and do all such 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.

     3.5. Vacancies.  Subject to the rights of the holders of any
          ---------
shares of any series of Preferred Stock or any other securities
of the Corporation to elect directors upon specified
circumstances, any vacancies on the Board of Directors resulting
from death, resignation or removal shall only be filled by the
affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors,
or by a sole remaining director, and newly created directorships
resulting from any increase in the number of directors shall be
filled by the Board of Directors, or if not so filled, by the
stockholders at the next annual meeting thereof or at a special
meeting called for that purpose in accordance with these by-laws. 
Any director elected in accordance with the preceding sentence
shall hold office for the remainder of the full term of the class
of directors in which the new directorship was created or the
vacancy occurred and until such director's successor shall have
been elected and qualified.  The Board of Directors shall have
and may exercise all their powers notwithstanding the existence
of one or more vacancies in their number, subject to any
requirements of law or of the Certificate of Incorporation or of
these by-laws as to the number of directors required for a quorum
or for any vote or other actions.

     3.6. Committees.  The Board of Directors may (a) designate,
          ----------
change the membership of or terminate the existence of any
committee or committees, each committee to consist of one or more
of the directors; (b) designate one or more directors as
alternate members of any such committee who may replace any
absent or disqualified member at any meeting of the committee;
and (c) determine the extent to which each such committee shall
have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation,
including the power to authorize the seal of the Corporation to
be affixed to all papers which require it and the power and
authority to declare dividends or to authorize the issuance of
stock; excepting, however, such powers which by law, by the
Certificate of Incorporation or by these by-laws the Board of
Directors is prohibited from so delegating.  In the absence or
disqualification of any member of such committee and his
alternate, if any, the member or members thereof present at any
meeting and not disqualified from voting, whether or not
constituting a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any
such absent or disqualified member.  Except as the Board of
Directors may otherwise determine, any committee may make rules
for the conduct of its business, but unless otherwise provided by
the Board or such rules, its business shall be conducted as
nearly as may be in the same manner as is provided by these by-laws
for the conduct of business by the Board of Directors. Each
Committee shall keep regular minutes of its meetings and report
the same to the Board of Directors upon request.

     3.7. Regular Meetings.  Regular meetings of the Board of
          ----------------
Directors may be held without call or notice at such places
within or without the State of Delaware and at such times as the
Board of Directors may from time to time determine; provided,
however, that notice of the first regular meeting following any
such determination shall be given to absent directors.  In
addition, regular meetings of the Board of Directors may be held
without call or notice immediately after and at the same place as
the annual meeting of stockholders.

     3.8. Special Meetings.  Special meetings of the Board of
          ----------------
Directors may be held at any time and at any place within or
without the State of Delaware designated in the notice of the
meeting, when called by the chairman, the president or by a
majority of the directors, reasonable notice thereof being given
to each director by the secretary, the chairman, the president or
any one of the directors calling the meeting.

     3.9. Notice.  It shall be reasonable and sufficient notice
          ------
to a director to send notice by mail at least 48 hours or by
telegram at least 24 hours before the meeting addressed to him at
his usual or last known business or residence address or to give
notice to him in person or by telephone at least 24 hours before
the meeting.  Notice of a meeting need not be given to any
director if a written waiver of notice, executed by him before or
after the meeting, is filed with the records of the meeting, or
to any director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. 
Neither notice of a meeting nor a waiver of a notice need specify
the purposes of the meeting.

     3.10.  Quorum.  Except as may be otherwise provided by law,
            ------
by the Certificate of Incorporation or by these by-laws, at any
meeting of the Board of Directors a majority of the directors
then in office shall constitute a quorum; a quorum shall not in
any case be less than one-third of the total number of directors
constituting the whole Board of Directors.  Any meeting may be
adjourned from time to time by a majority of the votes cast upon
the question, whether or not a quorum is present, and the meeting
may be held as adjourned without further notice.

     3.11.  Action by Vote.  Except as may be otherwise provided
            --------------
by law, by the Certificate of Incorporation or by these by-laws,
when a quorum is present at any meeting the vote of a majority of
the directors present shall be the act of the Board of Directors.

     3.12.  Action Without a Meeting.  Any action required or
            ------------------------
permitted to be taken at any meeting of the Board of Directors or
a committee thereof may be taken without a meeting if all the
members of the Board of Directors or of such committee, as the
case may be, consent thereto in writing, and such writing or
writings are filed with the records of the meetings of the Board
of Directors or of such committee.  Such consent shall be treated
for all purposes as the act of the Board of Directors or of such
committee, as the case may be.

     3.13.  Participation in Meetings by Conference Telephone.
            -------------------------------------------------

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 or by any other
means permitted by law.  Such participation shall constitute
presence in person at such meeting.

     3.14.  Compensation.  In the discretion of the Board of
            ------------
Directors, each director may be paid such fees for his services
as director and be reimbursed for his reasonable expenses
incurred in the performance of his duties as director as the
Board of Directors from time to time may determine.  Nothing
contained in this Section 3.14 shall be construed to preclude any
director from serving the Corporation in any other capacity and
receiving reasonable compensation therefor.


SECTION 4.  OFFICERS AND AGENTS

     4.1. Enumeration; Qualification.  The officers of the
          --------------------------
Corporation shall be a chairman, a president, a treasurer, a
secretary and such other officers, if any, as the Board of
Directors from time to time may in its discretion elect or
appoint including without limitation one or more vice presidents
and a controller.  The Corporation may also have such agents, if
any, as the Board of Directors from time to time may in its
discretion choose.  Any officer may be but none need be a
director or stockholder.  Any two or more offices may be held by
the same person.  Any officer may be required by the Board of
Directors to secure the faithful performance of his duties to the
Corporation by giving bond in such amount and with sureties or
otherwise as the Board of Directors may determine.

     4.2. Powers.  Subject to law, to the Certificate of
          ------
Incorporation and to the other provisions of these by-laws, each
officer shall have, in addition to the duties and powers herein
set forth, such duties and powers as are commonly incident to his
office and such additional duties and powers as the Board of
Directors may from time to time designate.

     4.3. Election.  The officers may be elected by the Board of

          --------
Directors at their first meeting following the annual meeting of
the stockholders or at any other time.  At any time or from time
to time the directors may delegate to any officer their power to
elect or appoint any other officer or any agents.

     4.4. Tenure.  Each officer shall hold office until the first
          ------
meeting of the Board of Directors following the next annual
meeting of the stockholders and until his respective successor is
chosen and qualified unless a shorter period shall have been
specified by the terms of his election or appointment, or in each
case until he sooner dies, resigns, is removed or becomes
disqualified.  Each agent shall retain his authority at the
pleasure of the Board of Directors, or the officer by whom he was
appointed or by the officer who then holds agent-appointive
power.

     4.5. Chairman of the Board of Directors; President and Vice
          ------------------------------------------------------
President.  The chairman of the board shall participate in
---------
matters of planning and policy, both financial and operational. 
The chairman shall preside at all meetings of the stockholders
and of the Board of Directors at which he is present, except that
in the absence of the chairman, or at the request of the
chairman, the president shall preside.  The chairman shall have
such other duties and powers as may be designated from time to
time by the Board of Directors.  

     Each vice chairman, if any, shall have such duties and
powers as shall be designated from time to time by the Board of
Directors.

     Unless the Board of Directors otherwise specifies, the
president shall be the chief executive officer and shall have
direct charge of all business operations of the Corporation and,
subject to the control of the Board of Directors, shall have
general charge and supervision of the business of the
Corporation.

     Any vice presidents shall have such duties and powers as
shall be set forth in these by-laws or as shall be designated
from time to time by the Board of Directors or by the president.

     4.6. Chief Financial Officer; Treasurer and Assistant
          ------------------------------------------------
Treasurers.  The chief financial officer shall be responsible for
----------
execution of all financial policies, plans, procedures and
controls of the Company, and the maintenance of books and records
with respect thereto, including accounting and treasury
functions, internal audit, budgets, borrowings, securities
offerings, investments, tax reporting and financial reporting,
all subject to the control of the Board of Directors, the
president and the chairman.  The chief financial officer shall
have such other duties and powers as may be designated from time
to time by the Board of Directors, the president or the chairman.

     The treasurer shall be in charge of the funds and valuable
papers of the Company and shall have such other duties and powers
as may be designated from time to time by the Board of Directors,
by the president or by the chief financial officer.  If no
controller is elected, the treasurer shall, unless the Board of
Directors otherwise specifies, also have the duties and powers of
the controller.

     Any assistant treasurers shall have such duties and powers
as shall be designated from time to time by the Board of
Directors, the president or the treasurer.

     4.7. Controller and Assistant Controllers.  If a controller
          ------------------------------------
is elected, he or she shall, unless the Board of Directors
otherwise specifies, be the chief accounting officer of the
Corporation and be in charge of its books of account and
accounting records, and of its accounting procedures.  The
Controller shall have such other duties and powers as may be
designated from time to time by the Board of Directors, the
president or the treasurer.

     Any assistant controller shall have such duties and powers
as shall be designated from time to time by the Board of
Directors, the president, the treasurer or the controller.

     4.8. Secretary and Assistant Secretaries.  The secretary
          -----------------------------------
shall record all proceedings of the stockholders, of the Board of
Directors and of committees of the Board of Directors in a book
or series of books to be kept therefor and shall file therein all
actions by written consent of stockholders or directors.  In the
absence of the secretary from any meeting, an assistant
secretary, or if there be none or he is absent, a temporary
secretary chosen at the meeting, shall record the proceedings
thereof.  Unless a transfer agent has been appointed, the
secretary shall keep or cause to be kept the stock and transfer
records of the Corporation, which shall contain the names and
record addresses of all stockholders and the number of shares
registered in the name of each stockholder.  He shall have such
other duties and powers as may from time to time be designated by
the Board of Directors or the president.

     Any assistant secretaries shall have such duties and powers
as shall be designated from time to time by the Board of
Directors, the president or the secretary.


SECTION 5.  RESIGNATIONS AND REMOVALS

     5.1. Any director or officer may resign at any time by
delivering his resignation in writing to the chairman, the
president, the secretary or to a meeting of the Board of
Directors.  Such resignation shall be effective upon receipt
unless specified to be effective at some other time, and without
in either case the necessity of its being accepted unless the
resignation shall so state.  Members of the Board of Directors
may be removed only as provided in the Certificate of
Incorporation.  The Board of Directors may at any time remove any
officer either with or without cause.  The Board of Directors may
at any time terminate or modify the authority of any agent.


SECTION 6.  VACANCIES

     6.1. If the office of the chairman, the president, the
treasurer or the secretary becomes vacant, the Board of Directors
may elect a successor by vote of a majority of the directors then
in office.  If the office of any other officer becomes vacant,
any person or body empowered to elect or appoint that officer may
choose a successor.  Each such successor shall hold office for
the unexpired term, and in the case of the president, the
treasurer and the secretary, until a successor is chosen and
qualified or in each case until he or she sooner dies, resigns,
is removed or becomes disqualified.  Any vacancy of a
directorship shall be filled as specified in Section 3.5 of these
by-laws.


SECTION 7.  CAPITAL STOCK

     7.1. Stock Certificates.  Each stockholder shall be entitled
          ------------------
to a certificate stating the number and the class and the
designation of the series, if any, of the shares held by him, in
such form as shall, in conformity to law, the Certificate of
Incorporation and the by-laws, be prescribed from time to time by
the Board of Directors.  Such certificate shall be signed by (i)
the chairman or vice chairman, if any, or the president or a vice
president and (ii) the treasurer or an assistant treasurer or the
secretary or an assistant secretary.  Any or all of the
signatures on the certificate may be a facsimile.  In case an
officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed on such 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 time of its issue.

     7.2. Loss of Certificate.  In the case of the alleged theft,
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loss, destruction or mutilation of a certificate of stock, a
duplicate certificate may be issued in place thereof, upon such
terms, including receipt of a bond sufficient to indemnify the
Corporation against any claim on account thereof, as the Board of
Directors may prescribe.


SECTION 8.  TRANSFER OF SHARES OF STOCK

     8.1. Transfer on Books.  Subject to the restrictions, if
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any, stated or noted on the stock certificate, shares of stock
may be transferred on the books of the Corporation by the
surrender to the Corporation or its transfer agent of the
certificate therefor properly endorsed or accompanied by a
written assignment and power of attorney properly executed, with
necessary transfer stamps affixed, and with such proof of the
authenticity of signature as the Board of Directors or the
transfer agent of the Corporation may reasonably require.  Except
as may be otherwise required by law, by the Certificate of
Incorporation or by these by-laws, the Corporation shall be
entitled to treat the record holder of stock as shown on its
books as the owner of such stock for all purposes, including the
payment of dividends and the right to receive notice and to vote
or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made
thereon, regardless of any transfer, pledge or other disposition
of such stock until the shares have been properly transferred on
the books of the Corporation.

     It shall be the duty of each stockholder to notify the
Corporation of his post office address.

     8.2. Record Date.  In order that the Corporation may
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determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, the Board
of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall
not be more than 60 nor less than ten days before the date of
such meeting.  If no such record date is fixed by the Board of
Directors, the record date for determining the 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.  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.

     In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution
or allotment of any rights or 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 a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and
which record date shall be not more than 60 days prior to such
payment, exercise or other action.  If no such record date is
fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.


SECTION 9.  CORPORATE SEAL

     9.1. Subject to alteration by the Board of Directors, the
seal of the Corporation shall consist of a flat-faced circular
die with the word "Delaware" and the name of the Corporation cut
or engraved thereon, together with such other words, dates or
images as may be approved from time to time by the Board of
Directors.


SECTION 10.  EXECUTION OF PAPERS

     10.1.  Except as the Board of Directors may generally or in
particular cases authorize the execution thereof in some other
manner, all deeds, leases, transfers, contracts, bonds, notes,
checks, drafts or other obligations made, accepted or endorsed by
the Corporation shall be signed by the chairman, the president, a
vice president or the treasurer.


SECTION 11.  FISCAL YEAR

     11.1.  The fiscal year of the Corporation shall end on the
last Saturday of January of each year.


SECTION 12.  AMENDMENTS

     12.1.  Subject to any special voting requirements contained
in the Certificate of Incorporation, these by-laws may be
adopted, amended or repealed by vote of a majority of the entire
Board of Directors at any meeting thereof.  The stockholders
shall have the power to amend, alter or repeal any provision of
these by-laws only to the extent and in the manner provided in
the Certificate of Incorporation.