Exhibit 3.2


                             BYLAWS OF
                 INTERNATIONAL MULTIFOODS CORPORATION
                      (A Delaware Corporation)

                             ARTICLE I

                     Meetings of Stockholders

     Section 1.  Annual Meeting.  The annual meeting of the
stockholders of International Multifoods Corporation
(hereinafter called the "Corporation") for the election of
directors and for the transaction of such other business as
may come before the meeting shall be held on the third
Friday in June in each year, or on such other date as
determined by the Board of Directors (hereinafter called the
"Board").  The annual meeting shall be held at such time as
shall be designated by the Board, the Chairman of the Board,
or the President.

     Section 2.  Special Meetings.  Special meetings of the
stockholders, unless otherwise prescribed by statute, may be
called at any time by the Board or by the Chairman of the
Board.

     Section 3.  Notice of Meetings.  Notice of the place,
date and time of the holding of each annual and special
meeting of the stockholders and, in the case of a special
meeting, the purpose or purposes thereof, shall be given
personally or by mail in a postage prepaid envelope to each
stockholder entitled to vote at such meeting, not less than
ten nor more than sixty days before the date of such
meeting, and, if mailed, it shall be directed to such
stockholder at his address as it appears on the records of
the Corporation, unless he shall have filed with the
Secretary of the Corporation a written request that notices
to him be mailed to some other address, in which case it
shall be directed to him at such other address.  Notice of
any meeting of stockholders shall not be required to be
given to any stockholder who shall attend such meeting in
person or by proxy and shall not, at the beginning of such
meeting, object  to the transaction of any business because
the meeting is not lawfully called or convened, or who
shall, either before or after the meeting, submit a signed
waiver of notice, in person or by proxy.  Unless the Board
shall fix after the adjournment a new record date for an
adjourned meeting, notice of such adjourned meeting need not
be given if the time and place to which the meeting shall be
adjourned were announced at the meeting at which the
adjournment is taken.  At the adjourned meeting the
Corporation may transact any business which might have been
transacted at the original meeting.  If the adjournment is
for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

     Section 4.  Place of Meetings.  Meetings of the
stockholders may be held at such place, within or without
the State of Delaware, as the Board or the officer calling
the same shall specify in the notice of such meeting, or in
a duly executed waiver of notice thereof.

     Section 5.  Quorum.  At all meetings of the
stockholders the holders of a majority of the votes of the
shares of stock of the Corporation issued and outstanding
and entitled to vote shall be present in person or by proxy
to constitute a quorum for the transaction of any business,
except when stockholders are required to vote by class, in
which event a majority of the issued and outstanding shares
of the appropriate class shall be present in person or by
proxy, or except as otherwise provided by statute or in the
Certificate of Incorporation.  In the absence of a quorum,
the holders of a majority of the votes of the shares of
stock present in person or by proxy and entitled to vote, or
if no stockholder entitled to vote is present, then any
officer of the Corporation may adjourn the meeting from time
to time.  At any such adjourned meeting at which a quorum
may be present any business may be transacted which might
have been transacted at the meeting as originally called.

     Section 6.  Organization.  At each meeting of the
stockholders, the Chairman of the Board, or in the absence
or inability to act of the Chairman of the Board, the
Chairman of the Executive Committee, or in the absence of
both the Chairman of the Board and the Chairman of the
Executive Committee, the President, or in the absence of the
President, that Vice President who is present shall preside
as shall be determined from time to time by the Board or, in
absence of any such determination, that Vice President who
is present who is oldest in seniority of service in that
office, or if two or more have equal service, who is oldest
in age, shall act as chairman of the meeting.  The
Secretary, or, in  his absence or inability to act, an
Assistant Secretary or any person appointed by the chairman
of the meeting, shall act as secretary of the meeting and
keep the minutes thereof.

     Section 7.  Order of Business.  The order of business
at all meetings of the stockholders shall be as determined
by the chairman of the meeting.

     Section 8.  Voting.  Except as otherwise provided by
statute, the Certificate of Incorporation, or any
certificate duly filed in the State of Delaware pursuant to
Section 151 of the Delaware General Corporation Law, each
holder of record of shares of stock of the Corporation
having voting power shall be entitled at each meeting of the
stockholders to one vote for every share of such stock
standing in his name on the record of stockholders of the
Corporation on the date fixed by the Board as the record
date for the determination of the stockholders who shall be
entitled to notice of and to vote at such meeting; or if
such record date shall not have been so fixed, then at the
close of business on the day next preceding the day on which
notice thereof shall be given, or if notice is waived, at
the close of business on the day next preceding the day on
which the meeting is held; and each stockholder entitled to
vote at any meeting of stockholders may authorize another
person or persons to act for him by a proxy signed by such
stockholder or his attorney-in-fact.  Any such proxy shall
be delivered to the secretary of such meeting at or prior to
the time designated in the order of business for so
delivering such proxies.  No proxy shall be valid after the
expiration of three years from the date thereof, unless
otherwise provided in the proxy.  Except as otherwise
provided by statute, these Bylaws, or the Certificate of
Incorporation, any corporate action to be taken by vote of
the stockholders shall be authorized by a majority of the
total votes, or when stockholders are required to vote by
class by a majority of the votes of the appropriate class,
cast at a meeting of stockholders by the holders of shares
present in person or represented by proxy and entitled to
vote on such action.  Unless required by statute, or
determined by the chairman of the meeting to be advisable,
the vote on any question need not be by written ballot.  On
a vote by written ballot, each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy,
and shall state the number of shares voted.

     Section 9.  List of Stockholders.  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 at the time and place of the meeting
during the whole time thereof, and may be inspected by any
stockholder who is present.

     Section 10.  Inspectors.  The Board may, in advance of
any meeting of stockholders, appoint one or more inspectors
to act at such meeting or any adjournments thereof.   If the
inspectors shall not be so appointed or if any of them shall
fail to appear or act, the chairman of the meeting may, and
on the request of any stockholder entitled to vote thereat
shall, appoint inspectors.  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.  On request of the chairman of the meeting
or any stockholder entitled to vote thereat, the inspectors
shall make a report in writing of any challenge, request or
matter determined by them and shall execute a certificate of
any fact found by them.  No director or candidate for the
office of director shall act as inspector of an election of
directors.  Inspectors need not be stockholders.

     Section 11.  Stockholder Action.  Except as otherwise
provided by the Certificate of Incorporation, any action
required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or
special meeting of the stockholders of the Corporation and
may not be effected by any consent in writing by such
stockholders.

     Section 12.  Business to be Conducted.  (a) At any
annual meeting of the stockholders, only such business shall
be conducted as shall have been brought before the meeting
(i) by or at the direction of the Board of Directors or (ii)
by any stockholder of the Corporation who is entitled to
vote with respect thereto and who complies with the
procedures set forth in this Section 12.  For business to be
properly brought before an annual meeting by a stockholder,
such business must be a proper subject for stockholder
action and the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation.  To
be timely for the 2000 annual meeting, a stockholder's
notice must be delivered or mailed to and received at the
principal executive offices of the Corporation not less than
ninety (90) days prior to the date of the annual meeting.
To be timely for the 2001 annual meeting and for each annual
meeting thereafter, a stockholder's notice must be delivered
or mailed to and received at the principal executive offices
of the Corporation not less than ninety (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 has been changed by more than thirty
(30) calendar days from the prior year, notice by the
stockholder to be timely must be so received not later than
the later of ninety (90) calendar days prior to such annual
meeting or ten (10) calendar days following the day on which
public announcement of such meeting is first made.  Except
to the extent otherwise required by law, in no event shall
the public announcement of an adjournment of an annual
meeting commence a new time period for the giving of a
stockholder's notice as described above.  A stockholder's
notice to the Secretary shall set forth as to each matter
such stockholder proposes to bring before the annual meeting
(i) a brief description of the business desired to be
brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the
name and address of the stockholder proposing such business,
(iii) the class and number of shares of the Corporation's
capital stock that are beneficially owned by such
stockholder, (iv) any material interest of such stockholder
in such business, and (v) such other information regarding
such business as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the
Securities and Exchange Commission if such business had been
proposed by the Board of Directors.  Notwithstanding
anything in the Bylaws to the contrary, no business shall be
brought before or conducted at an annual meeting, and the
chairman of the meeting shall refuse to acknowledge the
proposal of any such business, except in accordance with the
provisions of this Section 12.  The officer of the
Corporation or other person presiding at the annual meeting
shall, if the facts so warrant, determine and declare to the
meeting that business was not properly brought before the
meeting in accordance with such provisions and, if he should
so determine, he shall so declare to the meeting and any
such business so determined to be not properly brought
before the meeting shall not be transacted.

     (b)  At any special meeting of the stockholders, only
such business shall be conducted as shall have been brought
before the meeting by or at the direction of the Board of
Directors.

     (c)  Notwithstanding this Section 12, only persons who
are nominated in accordance with the procedures set forth in
Article Thirteenth of the Certificate of Incorporation shall
be eligible for election as directors.

     (d)  For purposes of this Bylaw, "public announcement"
shall mean disclosure (i) when made in a press release
reported by the Dow Jones News Service, Associated Press or
comparable national news service, (ii) when filed in a
document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Securities Exchange Act of 1934, as
amended, or (iii) when mailed as the notice of the meeting
pursuant to Section 3 of this Article.

                         ARTICLE II

                     Board of Directors

     Section 1.  General Powers.  The business and affairs
of the Corporation shall be managed by the Board.  The Board
may exercise all such authority and powers of the
Corporation and do all such lawful acts and things as are
not by statute or the Certificate of Incorporation directed
or required to be exercised or done by the stockholders.

     Section 2.  Number and Qualifications.  The Board shall
consist of not less than three nor more than twelve
directors.  Only the directors, by a vote of a majority of
the entire Board or amendment of these Bylaws, shall have
the power from time to time to increase or decrease the
number of directors to constitute the entire Board; but no
decrease in the number of directors shall shorten the term
of any incumbent director.  Any change in the number of
directors which is so made by the Board shall be effective
until such number be again so changed by the Board.  Each
director shall be at least twenty-one years of age.
Directors need not be stockholders of the Corporation.

     Section 3.  Election and Term.  Except as provided in
Paragraph (6) of Article Thirteenth of the Certificate of
Incorporation relating to cumulative voting for the election
of directors in certain instances at an annual or special
meeting of stockholders, the directors shall be elected at
the annual meeting of stockholders for the election of
directors at which a quorum is present, and the persons
receiving a plurality of the votes cast at such election
shall be elected.  The directors, other than the directors
who may be elected by the holders of any class or series of
stock of the Corporation having preference over the Common
Stock as to the election of directors under certain
specified circumstances, shall be divided into three classes
as provided in the Certificate of Incorporation: Class I to
hold office initially for a term expiring at the 1986 Annual
Meeting of Stockholders, Class II to hold office initially
for a term expiring at the 1987 Annual Meeting of
Stockholders and Class III to hold office initially for a
term expiring at the 1988 Annual Meeting of Stockholders,
with such directors to hold office until their successors
are elected and qualified.  At each annual meeting of
stockholders, the successors of the class of directors whose
term expires at that meeting shall be elected to hold office
for a three-year term expiring at the annual meeting of
stockholders held in the third year following the year of
their election.  Except as otherwise fixed pursuant to the
provisions of the Certificate of Incorporation relating to
the rights of the holders of any class or series of stock
having preference as to the election of directors under
certain circumstances, an increase or decrease shall be
apportioned among the classes so as to maintain, as nearly
as possible, an equal number of directors in each class.
Any director elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that
shall coincide with the remaining term of that class.  In no
event will a decrease in the number of directors shorten the
term of any incumbent director.

     Section 4.  Place of Meetings.  Meetings of the Board
may be held at such place, within or without the State of
Delaware, as the Board may from time to time determine or as
shall be specified in the notice or waiver of notice of such
meeting.

     Section 5.  First Meeting.  The Board shall meet for
the purpose of organization, the election of officers and
the transaction of other business, as soon as practicable
after each annual meeting of the stockholders, on the same
day where such annual meeting shall be held.  Notice of such
meeting need not be given.  Such meeting may be held at any
other time or place (within or without the State of
Delaware) which shall be specified in a notice thereof given
as hereinafter provided in Section 8 of this Article II.

     Section 6.  Regular Meetings.  Regular meetings of the
Board shall be held at such time and place as the Board may
from time to time determine.  If any day fixed for a regular
meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would
otherwise be held on that day shall be held at the same hour
on the next succeeding business day.  Notice of regular
meetings of the Board need not be given except as otherwise
required by statute or these Bylaws.

     Section 7.  Special Meetings.  Special meetings of the
Board may be called by two or more directors of the
Corporation or by the Chairman of the Board.

     Section 8.  Notice of Meetings.  Notice of each special
meeting of the Board (and of each regular meeting for which
notice shall be required) shall be given by the Secretary as
hereinafter provided in this Section 8, in which notice
shall be stated the time and place (within or without the
State of Delaware) of the meeting.  Notice of each such
meeting shall be delivered to each director either
personally or by telephone, telegraph, cable or wireless, at
least twenty-four hours before the time at which such
meeting is to be held or by first-class mail, postage
prepaid, addressed to him at his residence, or usual place
of business, at least three days before the day on which
such meeting is to be held.  Notice of any such meeting need
not be given to any director who shall, either before or
after the meeting, submit a signed waiver of notice or who
shall attend such meeting without protesting, prior to or at
its commencement, the lack of notice to him.  Except as
otherwise specifically required by these Bylaws, a notice or
waiver of notice of any regular or special meeting need not
state the purposes of such meeting.

     Section 9.  Quorum and Manner of Acting.  At all
meetings of the Board a majority of the entire Board shall
be necessary and sufficient to constitute a quorum for the
transaction of business; provided, however, that

     (i)     if the Chairman of the Board, if there is then
elected and acting a Chairman of the Board, is present at
any meeting of the Board; or

     (ii)     if by reason of catastrophe or emergency due
to enemy action or otherwise a  majority of the entire Board
is not available or capable of acting

one-third of the entire Board, but not less in any event
than two directors, shall constitute a quorum for the
transaction of business at any meeting of the Board.

     The act of a majority of the directors present at any
meeting at which there is a quorum, as herein provided,
shall be the act of the Board, except as may be otherwise
specifically provided by law or by the Certificate of
Incorporation or by these Bylaws.

     In the absence of a quorum at any meeting of the Board,
a majority of the directors present thereat, or if no
director be present, the Secretary, may adjourn such meeting
to another time and place, or such meeting, unless it be the
first meeting of the Board, need not be held.  At any
adjourned meeting at which a quorum is present, any business
may be transacted which might have been transacted at the
meeting as originally called.  Except as provided in Article
III of these Bylaws, the directors shall act only as a Board
and the individual directors shall have no power as such.

     Section 10.  Organization.  At each meeting of the
Board, the Chairman of the Board (or, if there is no
Chairman of the Board, or in his absence or inability to
act, the President of the Corporation, or, in his absence or
inability to act, another director chosen by a majority of
the directors present) shall act as chairman of the meeting
and preside thereat.  The Secretary (or, in his absence or
inability to act, any person appointed by the Chairman)
shall act as secretary of the meeting and keep the minutes
thereof.

     Section 11.  Resignations.  Any director of the
Corporation may resign at any time by giving written notice
of his resignation to the Board or the President or the
Secretary.  Any such resignation shall take effect at the
time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon
its receipt; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to
make it effective.

     Section 12.  Vacancies.  Any director elected to fill a
vacancy resulting from an increase in such class shall hold
office for a term that shall coincide with the remaining
term of that class.  In no event will a decrease in the
number of directors shorten the term of any incumbent
director.  Any vacancy on the Board of Directors that
results from an increase in the number of directors may be
filled only by a majority of the Board of Directors then in
office, and any other vacancy occurring in the Board of
Directors may be filled only by a majority of the directors
then in office, although less than a quorum, or by a sole
remaining director.  Any director elected to fill a vacancy
not resulting from an increase in the number of directors
shall have the same remaining terms as that of his or her
predecessor.  If there are no directors in office, then an
election of directors may be held in the manner provided by
statutes.  If, at the time of filling any vacancy or any
newly created directorship, the directors then in office
shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder
or holders of at least ten percent of the votes of the
shares at the time outstanding having the right to vote for
such directors, summarily order an election to be held to
fill any such vacancies or newly created directorships, or
to replace the directors chosen by the directors then in
office.  Except as otherwise provided in these Bylaws, when
one or more directors shall resign from the Board, effective
at a future date, a majority of the directors then in
office, including those who have so resigned, shall have
power to fill such vacancy or vacancies, the vote thereon to
take effect when such resignation or resignations shall
become effective, and each director so chosen shall hold
office as provided in this section in the filling of other
vacancies.

     Section 13.  Removal of Directors.   A director may be
removed only for cause by the affirmative vote of a majority
of the Board of Directors or a majority of the votes of the
issued and outstanding stock entitled to vote for the
election of directors of the Corporation given at a special
meeting of the stockholders called and held for the purpose.

     Section 14.  Compensation.  The Board shall have
authority to fix the compensation, including fees and
reimbursement of expenses, of directors for services to the
Corporation in any capacity, provided, no such payment shall
preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.

     Section 15.  Action Without Meeting.  Any action
required or permitted to be taken at any meeting of the
Board 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 of proceedings of the
Board or committee.

     Section 16.  Telephone Conference Meetings.  The
members of the Board or any committee thereof designated by
the Board, may participate in a meeting of the Board or any
such committee of the Board by means of conference telephone
by means of which all persons participating in the meeting
can hear each other, and participation in a meeting pursuant
to this Section 16 of Article II shall constitute presence
in person at such meeting.

     Section 17. Independent Directors.  (a) Majority of
Board's Nominees in Annual Proxy Statement for Election to
Board of Directors to be Independent. A majority of the
individuals to constitute the nominees of the Board of
Directors for the election of whom the Board will solicit
proxies from the stockholders for use at the Corporation's
annual meeting shall consist of individuals who, on the date
of their selection as the nominees of the Board of
Directors, would be Independent Directors.

     (b) Directors Elected by Board of Directors. In the
event the Board of Directors elects directors between annual
meetings of stockholders, the number of such directors who
qualify as Independent Directors on the date of their
nomination shall be such that the majority of all directors
holding office immediately thereafter shall have been
Independent Directors on the date of the first of their
nomination or selection as nominees of the Board of
Directors.

     (c) Definition of Independent Director. For purposes of
this Bylaw, the term "Independent Director" shall mean a
director who: (i) is not and has not been employed by the
Corporation or its subsidiaries in an executive capacity
within five years immediately prior to the annual meeting at
which the nominees of the Board of Directors will be voted
upon; (ii) is not (and is not affiliated with a company or
firm that is) a significant advisor or consultant to the
Corporation or its subsidiaries; (iii) is not affiliated
with a significant customer or supplier of the Corporation
or its subsidiaries; (iv) does not have significant personal
services contract(s) with the Corporation or its
subsidiaries; (v) is not affiliated with a tax-exempt entity
that receives significant contributions from the Corporation
or its subsidiaries; and (vi) is not a spouse, parent,
sibling or child of any person described by (i) through (v).

     (d) Interpretation and Application of This Bylaw. The
Board of Directors shall have the exclusive right and power
to interpret and apply the provisions of this Bylaw,
including, without limitation, the adoption of written
definitions of terms used in and guidelines for the
application of this Bylaw (any such definitions and
guidelines shall be filed with the Secretary, and such
definitions and guidelines as may prevail shall be made
available to any stockholder upon written request); any such
definitions or guidelines and any other interpretation or
application of the provisions of this Bylaw made in good
faith shall be binding and conclusive upon all holders of
the issued and outstanding capital stock of the Corporation,
provided that, in the case of any interpretation or
application of this Bylaw by the Board of Directors to a
specific person which results in such person being
classified as an Independent Director, the Board of
Directors shall have determined that such person is
independent of management and free from any relationship
that, in the opinion of the Board of Directors, would
interfere with such person's exercise of independent
judgment as a Board member.


                        ARTICLE III

               Executive and Other Committees

     Section 1.  Executive and Other Committees.  The Board
may, by resolution passed by a majority of the whole Board,
designate an Executive Committee and one or more committees,
each committee to consist of three or more of the directors
of the Corporation.  The Board may designate one or more
directors as alternative members of any committee, who may
replace any absent or disqualified member at any meeting of
the committee.  Any such committee, to the extent provided
in the resolution shall have and may exercise all powers of
the Board in the management of the business and affairs of
the Corporation which the Board may lawfully delegate,
including the power to declare dividends and to authorize
the issuance of stock, and may authorize the seal of the
Corporation to be affixed to all papers which may require
it; provided, however, that in the absence or
disqualification of any member of such committee or
committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he
or they constitute a quorum, may unanimously appoint another
member of the Board to act at the meeting in the place of
any such absent or disqualified member.  Each committee
shall keep written minutes of its proceedings and shall
report such minutes to the Board when required.  All such
proceedings shall be subject to revision or alteration by
the Board; provided, however, that third parties shall not
be prejudiced by such revision or alteration.

     Section 2.  General.  A majority of any committee may
determine its action and fix the time and place of its
meetings, unless the Board shall otherwise provide.  Special
meetings of any committee may also be called by the Chairman
of the Board.  Notice of such meetings shall be given to
each member of the committee in the manner provided for in
Article II, Section 8.  The Board shall have power at any
time to fill vacancies in, to change the membership of, or
to dissolve any such committee.

     Section 3. Compensation and Nominating Committees. The
Board may, by resolution passed by a majority of the whole
Board and in accordance with Section 1 of this Article III,
designate a Compensation Committee and/or a Nominating
Committee, each of which shall have such duties as may be
assigned by the Board from time to time.  Each member of the
Compensation Committee and each member of the Nominating
Committee shall be an Independent Director (as that term is
defined in Article II, Section 17 (c) of these Bylaws).


                          ARTICLE IV

                          Officers

     Section 1.  Number and Qualifications.  All officers of
the Corporation shall be elected or appointed by the Board.
The officers shall be a President, one or more Vice
Presidents, a Secretary, a Treasurer, and a Controller.  The
Board may also elect a Chairman of the Board, a Vice
Chairman of the Board, a Chairman of the Executive
Committee, and one or more Assistant Secretaries, Assistant
Treasurers, and Assistant Controllers, and the Board may
designate any Vice President as an Executive Vice President,
a Senior Vice President, or a Group Vice President.  Any two
or more offices may be held by the same person.  The
Chairman of the Board, the Vice Chairman of the Board, the
Chairman of the Executive Committee, and the President shall
be chosen from among the directors, but no other officer
need be a director.

     Section 2.  Resignations.  Any officer of the
Corporation may resign at any time by giving written notice
of his resignation to the Board, the President or the
Secretary.  Any such resignation shall take effect at the
time specified therein, or, if the time when it shall become
effective shall not be specified therein, immediately upon
its receipt; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to
make it effective.

     Section 3.  Removal.  Any officer or agent of the
Corporation may be removed, either with or without cause, at
any time, by the vote of the majority of the entire Board at
any meeting of the Board, or, except in the case of an
officer or agent elected or appointed by the Board, by the
Chairman of the Board.  Such removal shall be without
prejudice to the contractual rights, if any, of the person
so removed.

     Section 4.  Vacancies.  A vacancy in any office,
whether arising from death, resignation, removal or any
other cause, may be filled for the unexpired portion of the
term of the office which shall be vacant, in the manner
prescribed in these Bylaws for the regular election or
appointment to such office.

     Section 5.  The Chairman of the Board.  The Chairman of
the Board shall preside at and be Chairman of all meetings
of the stockholders and of the Board, if present.  The
Chairman of the Board shall be the chief executive officer
of the Corporation and shall have general supervision and
authority over the business and affairs of the Corporation
subject to the control of the Board, and he shall perform
such other duties as may be prescribed from time to time by
the Board.  In the absence or inability of the Chairman of
the Board to act, or in the event of a vacancy in the office
of Chairman of the Board, the President of the Corporation
shall have all the rights and powers and shall perform all
the duties of the Chairman of the Board as are vested in or
required of him by these Bylaws.

     Section 6.  The President.  The President shall be the
chief operating officer of the Corporation and shall perform
such duties as may be prescribed from time to time by the
Chairman of the Board.

     Section 7.  Vice Presidents.  Each Vice President shall
perform such duties and have such powers as shall from time
to time be prescribed by the Board or as shall from time to
time be assigned to him by the Chairman of the Board.

     Section 8.  Secretary.  The Secretary shall act as
custodian of the minutes of all meetings of the Board and of
the stockholders and any committees of the Board which keep
formal minutes, shall have charge of the corporate seal and
the corporate minute books and shall make such reports and
perform such other duties as may be assigned to him from
time to time by the Board or the Chairman of the Board.  The
Assistant Secretaries, or any of them, shall perform such
duties of the Secretary as may from time to time be assigned
to them by the Board, the Chairman of the Board, or the
Secretary.

     Section 9.  Treasurer.  The Treasurer shall have
custody of all moneys and securities of the Corporation, and
shall have responsibility for disbursement of the funds of
the Corporation and shall make payment of the just demands
on the Corporation as may be ordered by the Board, shall
invest surplus cash of the Corporation and manage its
investment portfolio under the direction of the Board, shall
prepare and file tax returns and pay all proper taxes of the
Corporation and shall render to the Board from time to time
as may be required of him an account of all his transactions
and activities as Treasurer.  The Treasurer shall also
perform such other duties as may be assigned to him from
time to time by the Board, the Chairman of the Board or by
the Vice President-Finance if there be an officer elected by
the Board and serving in that office at the time.  The
Assistant Treasurers, or any of them, shall perform such of
the duties of the Treasurer as may from time to time be
assigned to them by the Board, the Chairman of the Board or
the Vice President-Finance, if there be an officer elected
by the Board and serving in that office at the time, or the
Treasurer.

     Section 10.  Controller.  The Controller shall provide
and maintain a system of accounts and accounting records of
the Corporation, shall prepare from time to time and render
to the Board accounts of the financial condition of the
Corporation as may be required, shall provide and administer
a system of internal financial controls, and shall audit the
books, records and affairs of the Corporation.  The
Controller shall also perform such other duties as may from
time to time be assigned to him by the Board, the Chairman
of the Board or by the Vice President-Finance if there be an
officer elected by the Board and serving in that office at
the time.  The Assistant Controllers, or any of them, shall
perform such of the duties of the Controller as may from
time to time be assigned to them by the Board, the Chairman
of the Board, the Vice President-Finance if there be an
officer elected by the Board and serving in that office at
the time, or the Controller.

     Section 11.  Other Officers and Agents.  The Board may
from time to time appoint such other officers and agents as
it shall deem proper.  Each person so appointed shall hold
the office to which appointed at the pleasure of the Board
and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

     Section 12.  Delegation of Authority.  In case of the
absence of any officer of the Corporation, or for any other
reason that the Board may deem sufficient, the Board may
delegate for the time being the powers and duties of any of
them to such other officer or person as the Board shall
determine.

     Section 13.  Officers' Bonds or Other Securities.  If
required by the Board, any officer of the Corporation shall
give a bond or other security for the faithful performance
of his duties, in such amount and with such surety or
sureties as the Board may require.

     Section 14.  Compensation.  The compensation of the
officers of the Corporation for their services as such
officers shall be fixed from time to time by the Board;
provided, however, that the Board may delegate to a
committee designated by the Board the power to fix the
compensation of officers of the Corporation.  An officer of
the Corporation shall not be prevented from receiving
compensation by reason of the fact that he is also a
director of the Corporation, but any such officer who shall
also be a director shall not have any vote in the
determination of the amount of compensation paid to him.

     Section 15.  Voting Corporation's Securities.  The
Chairman of the Board shall have full power and authority on
behalf of the Corporation, in person or by proxy, to attend
and to act and to vote at any meetings of security holders
of corporations in which the Corporation may hold
securities, and at such meetings, he or his proxy shall
possess and may exercise any and all rights and powers
incident to the ownership of such securities and which as
the owner thereof the Corporation might have possessed or
exercised, if present.  The Board may by resolution from
time to time confer like powers upon any other person or
persons.


                         ARTICLE V

                      Indemnification

     Section 1.  Director Liability.  A director of the
Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any
transaction from which the director derived any improper
personal benefit.  If the Delaware General Corporation Law
is amended after approval by the stockholders of the
proposed amendment of Article FIFTEENTH of the Restated
Certificate of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of
directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as
so amended.  Any repeal or modification of this Section 1 by
the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the
Corporation existing at the time of such repeal or
modification.

     Section 2.  Indemnification.  Each person who was or is
made a party or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he
or she is or was a director or officer of the Corporation or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee
benefit plan (hereinafter an "indemnitee"), whether the
basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights
than permitted prior thereto), against all expense,
liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such
indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and
administrators; provided, however, that, except as provided
in Section 3 of this Article V with respect to proceedings
to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by
the board of directors of the Corporation.  The right to
indemnification conferred in this Article V shall be a
contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if
the Delaware General Corporation Law requires, an
advancement of expenses incurred by an indemnitee in his or
her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to
the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay
all amounts so advanced if it shall ultimately be determined
by final judicial decision from which there is no further
right to appeal (hereinafter a "final adjudication") that
such indemnitee is not entitled to be indemnified for such
expenses under this Section or otherwise.

     Section 3.  Suits by Indemnitees.  If a claim under
Section 2 of this Article V is not paid in full by the
Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim
for an advancement of expenses, in which case the applicable
period shall be twenty days, the indemnitee may at any time
thereafter bring suit against the Corporation to recover the
unpaid amount of the claim.  If successful in whole or in
part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expense of prosecuting or
defending such suit.  In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder
(but not in a suit brought by the indemnitee to enforce a
right to an advancement of expenses) it shall be a defense
that, and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover
such expenses upon a final adjudication that, the indemnitee
has not met the applicable standard of conduct set forth in
the Delaware General Corporation Law.  Neither the failure
of the Corporation (including its board of directors,
independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the
circumstances because the indemnitee has met the applicable
standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the
Corporation (including its board of directors, independent
legal counsel, or its stockholders) that the indemnitee has
not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable
standard of conduct or, in the case of such a suit brought
by the indemnitee, be a defense to such suit.  In any suit
brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this
Section or otherwise shall be on the Corporation.

     Section 4.  Non-Exclusive Nature of Indemnification.
The rights to indemnification and to the advancement of
expenses conferred in this Article V shall not be exclusive
of any other right which any person may have or hereafter
acquire under any statute, the certificate of incorporation,
these Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

     Section 5.  Insurance.  The Corporation may maintain
insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or
other corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to
indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

     Section 6.  Other Designated Persons Entitled to
Indemnification.  The Corporation may, to the extent
authorized from time to time by the board of directors,
grant rights to indemnification, and to the advancement of
expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article V with
respect to the indemnification and advancement of expenses
of directors and officers of the Corporation.

     Section 7.  Indemnification Agreements.  The
Corporation shall have the express authority to enter such
agreements as the board of directors deems appropriate for
the indemnification of present or future directors and
officers of the Corporation in connection with their service
to, or status with, the Corporation or any other
corporation, entity or enterprise with whom such person is
serving at the express written request of the Corporation.


                        ARTICLE VI

    Deeds, Contract, Checks, Drafts, Bank Accounts, Etc.

     Section 1.  Deeds, Contracts and Other Instruments.
Deeds, mortgages, leases, contracts, and other instruments
requiring the signature of the Corporation shall be signed
in such manner and by such officer or officers or other
person or persons as the Board may from time to time
prescribe.  Unless authorized by the Board, an officer or
agent or employee shall not have any power or authority to
bind the Corporation by any contract or engagement or to
pledge its credit or to render it pecuniarily liable for any
purpose or to any amount.

     Section 2.  Checks, Drafts and Notes.  All checks or
demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or
persons as may from time to time be designated by the Board
or by any officer or officers or person or persons
authorized to so designate by the Board.  Facsimile
signatures may be authorized in any such case where
authorized by the Board.

     Section 3.  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 may from time to time
designate or as may be designated by any officer or officers
of the Corporation to whom such power of designation may
from time to time be delegated by the Board.  For the
purpose of deposit and for the purpose of collection for the
account of the Corporation, checks, drafts and other orders
for the payment of money which are payable to the order of
the Corporation may be endorsed, assigned and delivered by
any officer or agent of the Corporation, or in such other
manner as the Board may determine by resolution.

     Section 4.  General and Special Bank Accounts.  The
Board may from time to time authorize the opening and
keeping of general and special bank accounts with such
banks, trust companies or other depositaries as the Board
may designate or as may be designated by any officer or
officers of the Corporation to whom such power of
designation may from time to time be delegated by the Board.
The Board may make such special rules and regulations with
respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.


                        ARTICLE VII

                        Shares, Etc.

     Section 1.  Stock Certificates.  Each holder of stock
of the Corporation shall be entitled to have a certificate,
in such form as shall be approved by the Board, certifying
the number of shares of stock of the Corporation owned by
him.  The certificates representing shares of stock shall be
signed in the name of the Corporation by the Chairman of the
Board or the President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer and sealed with the seal of the
Corporation (which seal may be a facsimile, engraved or
printed); provided, however, if such certificate is
countersigned (1) by a transfer agent other than the
Corporation or its employee, or, (2) by a registrar other
than the Corporation or its employee, any other signature on
the certificate may be a facsimile.  In case any officer,
transfer agent, or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue.

     Section 2.  Books of Account and Record of
Stockholders.  The books and records of the Corporation may
be kept at such places, within or without the State of
Delaware, as the Board may from time to time determine.  The
stock record books and the blank stock certificate books
shall be kept by the Secretary or by any other officer or
agent designated by the Board.

     Section 3.  Transfer of Shares.  Transfer of shares of
stock of the Corporation shall be made on the stock records
of the Corporation only upon authorization by the registered
holder thereof, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary
or with a transfer agent or transfer clerk, and on surrender
of the certificate or certificates for such shares properly
endorsed or accompanied by a duly executed stock transfer
power and the payment of all taxes thereon.  Except as
otherwise provided by law, the Corporation shall be entitled
to recognize the exclusive right of a person in whose name
any share or shares stand on the record of stockholders as
the owner of such share or shares for all purposes,
including, without limitation, the rights to receive
dividends or other distributions, and to vote as such owner,
and the Corporation may hold any such stockholder of record
liable for calls and assessments and the Corporation shall
not be bound to recognize any equitable or legal claim to or
interest in any such share or shares on the part of any
person whether or not it shall have express or other notice
thereof.  Whenever any transfers of shares shall be made for
collateral security and not absolutely, and both the
transferor and transferee request the Corporation to do so,
such fact shall be stated in the entry of the transfer.

     Section 4.  Regulations.  The Board may make such
additional rules and regulations, not inconsistent with
these Bylaws, as it may deem expedient concerning the issue,
transfer and registration of certificates for shares of
stock of the Corporation.  It may appoint, or authorize any
officer or officers to appoint, one or more transfer agents
or one or more transfer clerks and one or more registrars
and may require all certificates for shares of stock to bear
the signature or signatures of any of them.

     Section 5.  Lost, Destroyed or Mutilated Certificates.
The holder of any certificate representing shares of stock
of the Corporation shall immediately notify the Corporation
of any loss, destruction or mutilation of such certificate,
and the Corporation may issue a new certificate of stock in
the place of any certificate theretofore issued by it which
the owner thereof shall allege to have been lost, stolen, or
destroyed or which shall have been mutilated, and the Board
may, in its discretion, require such owner or his legal
representatives to give to the Corporation a bond in such
sum, limited or unlimited, and in such form and with such
surety or sureties as the Board in its absolute discretion
shall determine, to indemnify the Corporation against any
claim that may be made against it on account of the alleged
loss, theft, or destruction of any such certificate, or the
issuance of a new certificate.  Anything herein to the
contrary notwithstanding, the Board, in its absolute
discretion, may refuse to issue any such new certificate,
except pursuant to legal proceedings under the laws of the
State of Delaware.

     Section 6.  Stockholder's Right of Inspection.  No
stockholder shall have any right to inspect any book,
account, record or other document of the Corporation unless
such right shall be conferred upon him by an express
statutory provision or by resolution duly adopted by the
Board or by the stockholders.

     Section 7.  Fixing of Record Date.  In order that the
Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any
adjournment thereof, or 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 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 may fix a new record date for the adjourned meeting.


                        ARTICLE VIII

             Catastrophe or Emergency Conditions

     Section 1.  Emergency Management Committee.  Anything
in these Bylaws to the contrary notwithstanding, the
management of the property and business of the Corporation
shall automatically vest in the Emergency Management
Committee, hereafter provided for, during any period of
catastrophe or emergency due to enemy action or otherwise
where as a result a quorum of the Board is not available or
capable of acting.

     Section 2.  Selection and Powers.  The Board may from
time to time determine who shall be members of the Emergency
Management Committee, the number thereof required to
constitute a quorum, and the powers which such committee
shall have.  Unless and until so determined by the Board the
following shall apply:

          Members.  The members of the Emergency Management
Committee shall consist of all readily available directors
and all readily available officers of the Corporation other
than Assistant Secretaries and Assistant Treasurers.  Two
members shall constitute a quorum; and

          Powers.  During the period of catastrophe or
emergency and until a quorum of the Board can be convened,
the Emergency Management Committee shall have and exercise
all powers and duties of the Board in the management of the
property and business of the Corporation; provided, however,
that such committee shall be without power

          (a)     to fill vacancies in the Board of any
committee; or

          (b)     to sell, mortgage or otherwise dispose of
all or any substantial portion of the Corporation's assets;
or

          (c)     to authorize any contract other than in
the ordinary course of business.

     Section 3.  Assumption of Offices During Emergency.
The Board or the Executive Committee may by resolution
determine what person or persons shall during any period of
emergency or catastrophe, when the office of the President
or any other office be vacant or the President or any other
officer be absent or unable to act, assume the power and
duties of the President or of any other officer of the
Corporation, the manner of selecting the same, and under
what circumstances and for what duration they shall act.
The person or persons so appointed, shall during any such
period have and exercise all of the powers and duties of the
President or such other office.

     Section 4.  Board of Directors to Resume Control.  The
Emergency Management Committee shall attempt to convene a
quorum of the Board at the earliest possible date after the
occurrence of an event described in Section 1 of this
Article VIII.  In the event that it appears impossible to
convene such a quorum, the Emergency Management Committee
shall call a special meeting of stockholders at the earliest
practicable date to remove directors who are unable to act
and to elect new directors to fill vacancies caused by death
or by such removals.  As soon as a quorum can be convened,
the Board shall resume the management of the property and
business of the Corporation, and the Emergency Management
Committee shall thereupon be discharged.

     Section 5.  Powers of Board of Directors.  The Board is
hereby authorized from time to time to make any other or
additional or contrary provisions for the continued
management of the property and business of the Corporation
during any period of catastrophe or emergency of sufficient
severity to prevent the Board from exercising such
management as contemplated in these Bylaws.


                        ARTICLE IX

                         Offices

     Section 1.  Registered Office.  The registered office
of the Corporation in the State of Delaware shall at be 1209
Orange Street, Wilmington, Delaware.  The name of the
resident agent in charge thereof shall be The Corporation
Trust Company.

     Section 2.  Other Offices.  The Corporation may also
have an office or offices other than said principal office
at such place or places, either within or without the State
of Delaware, as the Board shall from time to time determine
or the business of the Corporation may require.


                        ARTICLE X

                       Fiscal Year

     The fiscal year of the Corporation shall end on the
Saturday nearest to the last day of February in each year
unless otherwise determined by the Board.


                        ARTICLE XI

                          Seal

     The Board shall provide a corporate seal, which shall
be in the form of the name of the Corporation and the words
"Corporate Seal, Delaware."


                        ARTICLE XII

                        Amendments

     Except for Section 11 of Article I and Sections 3, 12
and 13 of Article II of these Bylaws, these Bylaws may be
amended or repealed, or new Bylaws may be adopted, at any
annual or special meeting of the stockholders, by a majority
of the total votes validly cast thereon provided, however,
that the notice of such meeting shall have been given as
provided in these Bylaws, which notice shall mention that
amendment or repeal of these Bylaws, or the adoption of new
Bylaws, is one of the purposes of such meeting.  These
Bylaws may also be amended or repealed, or new Bylaws may be
adopted, by the Board; provided, however, that Bylaws
adopted by the Board may be amended or repealed by the
stockholders as hereinabove provided.  Notwithstanding the
foregoing, Section 11 of Article I and Sections 3, 12 and 13
of Article II of these Bylaws shall not be altered, amended
or repealed and no provisions inconsistent therewith shall
be adopted without the affirmative vote of the holders of
80% of all shares of stock of the Corporation entitled to
vote on all matters that may come before each meeting of
stockholders, voting together without regard to class.