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                                                                   EXHIBIT 3-B

                                    BY-LAWS
                                      OF
                             HARTMARX CORPORATION

               (Formed under the laws of the State of Delaware)

           As Adopted by the Board of Directors to February 21, 1996


                                   ARTICLE I

                                 STOCKHOLDERS

          Section 1.   Annual Meeting.  A meeting of the stockholders for the
election of directors and the transaction of only such other business as is
properly brought before the meeting in accordance with these By-Laws shall be
held annually on a day between April 1 and April 20, inclusive, to be designated
by the Board of Directors and in the absence of such designation, on the first
Monday in April, or, if it be a public holiday, on the next succeeding business
day.

          To be properly brought before the meeting, business must be either (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board, (b) otherwise properly brought before the meeting by
or at the direction of the Board, or (c) otherwise properly brought before the
meeting by a stockholder. In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation, no
earlier than December 15 and no later than February 15 immediately preceding the
annual meeting of stockholders. A stockholder's notice to the Secretary shall
set forth as to each matter the stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of the stockholder proposing such
business, (iii) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (iv) any material interest of the
stockholder in such business.

          The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 1, and if
he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.

          Section 2.   Special Meetings.  Special meetings of the stockholders
may be called by the Board of Directors or, subject to the control of the Board,
by the Chairman, or in his absence, the President.
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          Section 3.   Place of Meetings.  Meetings of stockholders shall be
held at such place, within or without the State of Delaware, as may be fixed by
the Board of Directors. If no place is so fixed, such meetings shall be held at
the office of the Corporation in the City of Chicago, in the State of Illinois.

          Section 4.   Notice of Meetings.  Notice of each meeting of
stockholders shall be given in writing and shall state the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called.
Notice of a special meeting shall indicate that it is being issued by or at the
direction of the person or persons calling or requesting the meeting.

          If, at any meeting, action is proposed to be taken which would, if
taken, entitle objecting stockholders to receive payment for their shares of
stock, the notice shall include a statement of that purpose and to that effect.

          A copy of the notice of each meeting shall be given, personally or by
first class mail, not less than ten nor more than sixty days before the date of
the meeting, to each stockholder entitled to vote at such meeting. If mailed,
such notice is given when deposited in the United States mail, with postage
thereon prepaid, directed to the stockholder at his address as it appears on the
record of stockholders, or, if he shall have filed with the Secretary of the
Corporation a written request that notices to him be mailed to some other
address, then directed to him at such other address.

          When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
However, if the adjournment is for more than thirty (30) days, or if after the
adjournment, the Board of Directors fixes a new record date for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record on the new record date entitled to notice under the preceding paragraphs
of this Section 4.

          Section 5.   Waiver of Notice.  Notice of any meeting need not be
given to any stockholder who submits a signed waiver of notice, in person or by
proxy, whether before or after the meeting. The attendance of any stockholder at
a meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by him.

          Section 6.   Inspectors of Election.  The Board of Directors shall, in
advance of any stockholders' meeting, appoint one or more inspectors to act at
the meeting or any adjournment thereof and to make a written report thereof. The
Board of Directors may designate one or more alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is able to act, the
person presiding at the meeting shall appoint one or more inspectors to act at
the meeting. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute his duties of inspector with
strict impartiality and according to the best of his ability.

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          The inspector(s) shall ascertain the number of shares outstanding and
the voting power of each, determine the shares represented at the meeting, the
existence of a quorum and the validity of proxies and ballots, count all votes
and ballots, determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspector(s),
certify their determination of the number of shares represented at the meeting
and their count of all votes and ballots, and do such other acts as are proper
to conduct the election or vote with fairness to all stockholders. The
inspector(s) may appoint or retain other persons or entities to assist the
inspector(s) in the performance of the duties of the inspector(s). Any record or
certificate made by the inspectors shall be prima facie evidence of the facts
stated and of the vote as certified by said inspector(s).

          Section 7.   List of Stockholders at Meetings.  The Secretary shall
provide a complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each, and the
number of shares held by each. 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 8.   Qualification of Voters.  Unless otherwise provided in
the Certificate of Incorporation, every stockholder of record shall be entitled
at every meeting of stockholders to one vote for every share of stock standing
in his name on the record of stockholders.

          Treasury shares as of the record date and shares held as of the record
date by another domestic or foreign corporation of any type or kind, if a
majority of the shares entitled to vote in the election of directors of such
other corporation is held as of the record date by the Corporation, shall not be
shares entitled to vote or to be counted in determining the total number of
outstanding shares.

          Shares held by an administrator, executor, guardian, conservator,
committee, or other fiduciary, except a trustee, may be voted by him, either in
person or by proxy, without transfer of such shares into his name. Shares held
by a trustee may be voted by him, either in person or by proxy, only after the
shares have been transferred into his name as trustee or into the name of his
nominee.

          Shares standing in the name of another domestic or foreign corporation
of any type or kind may be voted by such officer, agent or proxy as the By-Laws
of such corporation may provide, or, in the absence of such provision, as the
board of directors of such corporation may determine.

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          A stockholder shall not sell his vote or issue a proxy to vote to any
person for any sum of money or anything of value except as permitted by law.

          Section 9.   Quorum of Stockholders.  The holders of not less than 
one-third of the shares of stock entitled to vote thereat shall constitute a
quorum at a meeting of stockholders for the transaction of any business,
provided that when a specified item of business is required to be voted on by a
class or series, voting as a class, the holders of not less than one-third of
the shares of such class or series of stock shall constitute a quorum for the
transaction of such specified item of business.

          When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any stockholders.

          The stockholders who are present in person or by proxy and who are
entitled to vote may, by a majority of votes cast, adjourn the meeting despite
the absence of a quorum.

          Section 10.   Proxies.  Every stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent without a meeting may
authorize another person or persons to act for him by proxy.

          Every proxy must be signed by the stockholder or his attorney-in-fact.
No proxy shall be valid after the expiration of three years from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the stockholder executing it, except as otherwise provided by
law.

          The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the stockholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the Secretary or any Assistant
Secretary.

          Section 11.   Vote of Stockholders.  Directors shall, except as
otherwise required by law, be elected by a plurality of the votes cast at a
meeting of stockholders by the holders of shares entitled to vote in the
election.

          Whenever any corporate action, other than the election of directors,
is to be taken by vote of the stockholders, it shall, except as otherwise
required by law or the Certificate of Incorporation or the By-Laws, be
authorized by a majority of the votes cast at a meeting of stockholders by the
holders of shares entitled to vote thereon.

          Section 12.   Fixing Record Date.  For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining stockholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in advance, a date
as the record date for any such determination of stockholders. Such date shall
not be more

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than sixty nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other action.

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


                                  ARTICLE II

                              BOARD OF DIRECTORS

          Section 1.   Power of Board and Qualification of Directors.  The
business of the Corporation shall be managed by the Board of Directors. Each
director shall be at least twenty-one years of age.

          Section 2.   Number of Directors.  Effective February 21, 1996, the
number of directors constituting the entire Board of Directors through the
current terms of the incumbent directors, shall be fourteen; thereafter, the
number shall be ten. A majority of the total number of directors authorized by
this By-Law may amend this By-Law, to change the number of directors, provided,
however, that no decrease in the number of directors shall shorten the term of
an incumbent director.

          Section 3.   Election and Term of Directors.  At each annual meeting
of stockholders, directors shall be elected to hold office until the next annual
meeting and until their successors have been elected and qualified.

          Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors. Nominations for the
election of directors may be made by the Board of Directors or by a committee
appointed by the Board of Directors, or by any stockholder entitled to vote in
the election of directors generally, provided that such stockholder has given
actual written notice of such stockholder's nomination or nominations to the
Secretary of the Corporation (a) with respect to an election to be held at an
annual meeting of stockholders, no earlier than December 15 and no later than
February 15 immediately preceding the annual meeting of stockholders, and (b)
with respect to an election to be held at a special meeting of stockholders for
the election of directors, no later than the close of business on the fifteenth
day following (i) the date on which notice of such meeting is first given to
stockholders or (ii) the date on which public disclosure of such meeting is
first made, whichever is earlier.

          Each such notice shall set forth: (a) the name and record address of
the stockholder who intends to make the nomination and the name, age, business
address and residence address of the person or persons to be nominated; (b) 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 and stating the number of shares held by such stockholder; (c) a

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description of all arrangements or understandings involving any stockholder,
each such 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 or relating to the Corporation or its securities or to such
nominee's service as a director if elected; (d) such other information regarding
such nominee proposed by such stockholder as would be required to be disclosed
in solicitations for proxies for election of Directors pursuant to Rule 14a
under the Securities Exchange Act of 1934, as amended; and (e) the consent of
each nominee to serve as a director of the Corporation if so elected. 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.

          The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

          Section 4.   Quorum of Directors and Action by the Board.  A majority
of the entire Board of Directors shall constitute a quorum for the transaction
of business, and, except where otherwise provided in these By-Laws, the vote of
a majority of the directors present at a meeting at the time of such vote, if a
quorum is then present, shall be the act of the Board.

          Section 5.   Meetings of the Board.  An annual meeting of the Board of
Directors shall be held in each year directly after the annual meeting of
stockholders. Regular meetings of the Board shall be held at such times as may
be fixed by the Board. Special meetings of the Board may be held at any time
upon the call of the Chairman, or in his absence, the President, or upon the
call of any two directors.

          Meetings of the Board of Directors shall be held at such places as may
be fixed by the Board for annual and regular meetings and in the notice of
meeting for special meetings.

          No notice need be given of annual or regular meetings of the Board of
Directors. Notice of each special meeting of the Board shall be given to each
director either by mail not later than noon, Chicago time, on the third day
prior to the meeting or by telegram, written message or orally to the director
not later than noon, Chicago time, on the day prior to the meeting. Notices are
deemed to have been given: by mail, when deposited in the United States mail; by
telegram at the time of filing; and by messenger at the time of delivery.
Notices by mail, telegram or messenger shall be sent to each director at the
address designated by him for that purpose, or, if none has been so designated,
at his last known residence or business address.

          Notice of a meeting of the Board of Directors need not be given to any
director who submits a signed waiver of notice whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him.

          A notice, or waiver of notice, need not specify the purpose of any
meeting of the Board of Directors.

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          A majority of directors present, whether or not a quorum is present,
may adjourn any meeting to another time and place. Notice of any adjournment of
a meeting to another time or place shall be given, in the manner described
above, to the directors who were not present at the time of the adjournment and,
unless such time and place are announced at the meeting, to the other directors.

          Section 5.1.   Participation in Meetings of the Board or Committees
Thereof by Means of Telephone or Similar Equipment.  Any one or more members of
the Board of Directors, the Executive Committee, or any other Committee of the
Board may participate in a meeting of such Board or Committee by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.

          Section 5.2.   Action of the Board or Committees Thereof by Unanimous
Written Consent.  Any action required or permitted to be taken by the Board of
Directors, the Executive Committee, or any other Committee of the Board of
Directors may be taken without a meeting if all members of the Board or of the
Committee consent in writing to the adoption of a resolution authorizing the
action. The resolution and the written consents thereto by the members of the
Board or Committee shall be filed with the minutes of the proceedings of the
Board or Committee.

          Section 6.   Resignations.  Any director of the Corporation may resign
at any time by giving written notice to the Board of Directors or to the
Chairman or the Secretary of the Corporation. Such resignation shall take effect
at the time specified therein; and unless otherwise specified therein the
acceptance of such resignation shall not be necessary to make it effective.

          Section 7.   Removal of Directors.  Any or all of the directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors at a meeting of the stockholders or
by the unanimous written consent of all stockholders entitled to vote.

          Section 8.   Newly Created Directorships and Vacancies.  Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason may be filled by
vote of a majority of the directors then in office, although less than a quorum
exists. A director elected to fill a vacancy shall be elected to hold office for
the unexpired term of his predecessor.

          Section 9.   Compensation of Directors.  The Board of Directors shall
have authority to fix the compensation of directors for services in any
capacity.

          Section 10.   Indemnification.
 
          (a) General Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil,

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criminal, administrative or investigative, and any appeal therefrom
(hereinafter, collectively, a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is, was or had
agreed to become a director of the Corporation or is, was or had agreed to
become an 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 employee benefit plans, shall be indemnified and held harmless
by the Corporation to the fullest extent permitted under the General Corporation
Law of the State of Delaware (the "DGCL"), as the same now 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 the DGCL permitted the Corporation to provide prior to such
amendment), against all expenses, liabilities and losses (including attorneys'
fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection
there with; provided, that a person seeking indemnity in connection with a
proceeding (or part thereof) initiated by such person against the Corporation or
any director, officer, employee or agent of the Corporation shall not be
entitled to the foregoing indemnification unless the Corporation has joined in
or consented to such proceeding (or part thereof).
 
          (b) Expenses. Expenses, including attorneys' fees, incurred by a
person referred to in paragraph (a) of this Section 10 in defending or otherwise
being involved in a proceeding shall be paid by the Corporation in advance of
the final disposition of such proceeding, including any appeal therefrom, upon
receipt of an undertaking (the "Undertaking") by or on behalf of such person to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the Corporation.

          (c) Non-Exclusivity of Rights. The rights conferred on any person by
this Section 10 shall not be exclusive of any other right which such person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Law, agreement, vote of stockholders or disinterested
directors or otherwise. The Board of Directors shall have the authority, by
resolution, to provide for such other indemnification of directors, officers,
employees or agents as it shall deem appropriate.

          (d) Insurance. The Corporation may purchase and maintain insurance to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any expenses, liabilities or losses, whether or not the Corporation
would have the power to indemnify such person against such expenses, liabilities
or losses under the DGCL.

          (e) Enforceability. The provisions of this Section 10 shall be
applicable to all proceedings commenced after its adoption, whether such arise
out of events, acts, omissions or circumstances which occurred or existed prior
or subsequent to such adoption, and shall continue as to a person who has ceased
to be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such person. This Section 10 shall be deemed to
grant each person who, at any time that this Section 10 is in effect, serves or
agrees to serve in any capacity which entitles him or her to indemnification
hereunder rights against the Corporation to enforce

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the provisions of this Section 10, and any repeal or other modification of this
Section 10 or any repeal or modification of the DGCL or any other applicable law
shall not limit any rights of indemnification then existing or arising out of
events, acts, omissions or circumstances occurring or existing prior to such
repeal or modification, including, without limitation, the right to
indemnification for proceedings commenced after such repeal or modification to
enforce this Section 10 with regard to acts, omissions, events or circumstances
occurring or existing prior to such repeal or modification.

          (f) Severability. If this Section 10 or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director and officer of the
Corporation as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any proceeding,
whether civil, criminal, administrative or investigative, including an action by
or in the right of the Corporation, to the full extent permitted by any
applicable portion of this Section 10 that shall not have been invalidated and
to the full extent permitted by applicable law.

          Section 11.   Executive Committee.  The Board of Directors, by
resolution adopted by a majority of the entire Board, may designate from among
its members an Executive Committee, consisting of four or more directors, which
shall have all the authority of the Board, except that the Executive Committee
shall have no authority as to the following matters:

          (1)  Amending the Certificate of Incorporation;

          (2)  Adopting an agreement of merger or consolidation;

          (3)  Recommending to the stockholders the sale, lease or exchange of
               all or substantially all of the Corporation's property and
               assets;

          (4)  Recommending to the stockholders a dissolution of the Corporation
               or a revocation of a dissolution;

          (5)  Amending the By-Laws of the Corporation;

          (6)  Declaring a dividend; or

          (7)  Authorizing the issuance of stock.

          The Board of Directors may designate one or more directors (who may or
may not be officers and employees of the Corporation) as alternate members of
the Executive Committee, who may replace any absent member or members for all
purposes, including the constituting of a quorum at any meeting of such
Committee.

          Three members of the Executive Committee shall constitute a quorum for
the transaction of business, and the vote of a majority of the members present
at a meeting at the time of such vote if a quorum is then present, shall be the
act of such Committee. Meetings of

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the Executive Committee may be called by any member of the Executive Committee,
and notices thereof shall be given to each member of the Executive Committee in
the same manner as notices to directors are provided for in the case of notices
of special meetings of the Board of Directors, but notice may in any case be
waived.

          The Executive Committee shall serve at the pleasure of the Board of
Directors.

          Section 12.   Audit and Finance Committee.  The Audit and Finance
Committee of the Board of Directors will consist of three or more directors,
none of whom shall be an officer or employee of the Corporation. The number of
members of the Committee will be determined each year at the annual meeting of
the Board of Directors.

          The Audit and Finance Committee will maintain, through regularly
scheduled meetings, communications between the directors and independent
accountants and will provide assistance to the Board in fulfilling its fiduciary
and statutory responsibilities related to corporate accounting, integrity of
financial controls, and reporting practices. The Committee will also review the
financial policies and procedures of the Corporation and oversee and make
recommendations to the Board concerning the Corporation's investment and
dividend policies and methods of financing corporate operations. The Committee
will also have overall oversight responsibility for the investment and
management of the assets of the Corporation's pension plans, the appointment of
investment managers and plan trustees and the operation of the various benefits
committees. The Committee will make periodic reports to the entire Board on such
matters as the Committee or the Board may specify.

          Section 13.   Compensation and Stock Option Committee.  The
Compensation and Stock Option Committee of the Board of Directors will consist
of three or more directors, none of whom shall be an officer or employee of the
Corporation. The number of members of the Committee will be determined each year
at the annual meeting of the Board of Directors.

          The Compensation and Stock Option Committee will exercise the full
powers of the entire Board with respect to fixing the compensation to be paid
from time to time to all officers and employees of the Corporation and its
subsidiaries whose compensation is above the minimum level determined by the
Committee from time to time to be appropriate for control by directors of the
Corporation. The Committee will also grant all stock options and make other
determinations necessary or advisable for the administration of all stock option
plans and similar plans. The Committee will make periodic reports to the entire
Board on such matters as the Committee or the Board may specify.

          Section 14.   Nominating and Governance Committee.  The Nominating and
Governance Committee of the Board of Directors will consist of three or more
directors. The number of members of the Committee will be determined each year
at the annual meeting of the Board of Directors.

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          The Nominating and Governance Committee will review and make
recommendations to the entire Board concerning the qualifications and selection
of candidates for election as directors and officers of the Corporation. The
Committee will also advise and make recommendations to the Board on all matters
pertaining to directorship and corporate governance practices and the
Corporation's position and practices on significant issues of corporate public
responsibility.

          Section 15.   Management Operations Committee.  The Management
Operations Committee of the Board of Directors will consist of one or more
directors, each of whom shall also be an employee or officer of the Corporation.
The Board of Directors shall establish from time to time by resolution the
composition, functions and responsibilities of the Management Operations
Committee.

          Section 16.   Other Committees.  The Board of Directors, by resolution
adopted by a majority of the entire Board, may designate from among its members
committees other than those described in the foregoing By-Laws. Any such
Committee of which a majority of the members shall not be officers or employees
of the Corporation may be authorized by the resolution establishing it to have
all of the authority of the Board with respect to matters delegated to it by
said resolution. No resolution establishing and delegating authority to a
committee pursuant to this section shall confer authority as to any of the
matters listed in Section 11 of this Article, Paragraphs (1) - (6) inclusive.


                                  ARTICLE III

                                   OFFICERS

          Section 1.   Officers.  The officers of the Corporation shall consist
of a Chairman, a President, a Secretary and a Treasurer. In addition, the Board
of Directors may elect one or more Executive Vice Presidents, Senior Vice
Presidents, or Vice Presidents, a General Counsel, a Controller, Assistant
Secretaries, Assistant Treasurers, Assistant General Counsels, group officers,
divisional officers and such other officers as the Board of Directors may
determine, and the respective provisions of these By-Laws with respect to the
duties and powers of such additional officers shall be applicable only during
any time such additional officers shall be elected and acting. The Chairman
shall be a member of the Board of Directors. Other officers of the Corporation
may, but need not, be members of the Board of Directors. Any two or more offices
may be held by the same person, except the offices of Chairman and Secretary, or
President and Secretary.

          Section 2.   Term of Office and Removal.  All officers of the
Corporation shall be elected annually by the Board of Directors as soon as may
be practicable after the annual election of directors. Vacancies may be filled,
or new offices created and filled, at any meeting of the Board of Directors.
Each officer elected by the Board of Directors shall hold office for the term
for which he is elected, and until his successor has been elected and qualified.
Unless

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otherwise provided in the resolution of the Board of Directors electing an
officer, his term of office shall extend to and expire at the meeting of the
Board following the next annual meeting of stockholders. Any officer may be
removed by the Board, with or without cause, at any time. Removal of an officer
without cause shall be without prejudice to his contract rights, if any, and the
election of an officer shall not of itself create contract rights.

          Section 3.   Powers and Duties.  The officers of the Corporation shall
have such authority and perform such duties in the management of the
Corporation, as may be prescribed in these By-Laws or by the Board of Directors
and, to the extent not so prescribed, they shall have such authority and perform
such duties in the management of the Corporation, subject to the control of the
Board, as generally pertain to their respective offices. Securities of other
corporations held by the Corporation may be voted by any officer designated by
the Board and, in the absence of any such designation, by the Chairman, the
President, any Vice President, the Secretary or the Treasurer. The Board may
require any officer, agent or employee to give security for the faithful
performance of his duties.

          Section 4.   Books to be Kept.  The Corporation shall keep (a) correct
and complete books and records of account, (b) minutes of the proceedings of the
stockholders, Board of Directors, Executive Committee and any other committees
of directors, and (c) a current list of the directors and officers and their
residence addresses; and the Corporation shall also keep at its office in the
State of Illinois, or at the office of its transfer agent or registrar in the
State of Illinois, if any, a record containing the names and addresses of all
stockholders, the number and class of shares held by each and the dates when
they respectively became the owners of record thereof.

          The Board of Directors may determine whether and to what extent and at
what times and places and under what conditions and regulations any accounts,
books, records or other documents of the Corporation, other than the stock
ledger and list of stockholders, shall be open to inspection, and no creditor,
security holder or other person shall have any right to inspect any accounts,
books, records or other documents of the Corporation except as conferred by the
Statute or as so authorized by the Board or an officer of the Corporation.

          Section 5.   Checks, Notes, etc.  All checks and drafts on, and
withdrawals from, the Corporation's accounts with banks or other financial
institutions, and all bills of exchange, notes and other instruments for the
payment of money, drawn, made, indorsed, or accepted by the Corporation, shall
be signed on its behalf by the person or persons thereunto authorized by, or
pursuant to resolution of, the Board of Directors.


                                  ARTICLE IV

                              DUTIES OF OFFICERS

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          Section 1.   Chairman.  The Chairman shall preside at all meetings of
the stockholders and of the Board of Directors, and shall have such other duties
and powers as may be assigned to him by the Board of Directors or the Executive
Committee.

          Section 2.   President.  The President shall have such duties and
powers as may be assigned to him by the Board of Directors or the Executive
Committee. In the absence of the Chairman, he shall preside at meetings of the
stockholders and of the Board of Directors.

          Section 3.   Vice Presidents.  The Vice Presidents, which shall
include any Executive Vice Presidents or Senior Vice Presidents, shall have such
duties and powers as may be assigned to them by the Chairman, the President, the
Board of Directors or the Executive Committee.

          Section 4.   Secretary.  The Secretary shall: (a) keep the minutes of
meetings of the stockholders, the Board of Directors and the Executive Committee
in one or more books provided for that purpose; (b) see that all notices are
duly given in accordance with the provisions of these By-Laws or as required by
law; (c) be custodian of the corporate record books and of the seal of the
Corporation, and see that the seal of the Corporation is affixed to all
documents, the execution of which on behalf of the Corporation under its seal is
duly authorized in accordance with the provisions of these By-Laws; and (d) in
general perform all duties incident to the office of the Secretary and such
other duties as from time to time may be assigned to him by the Board of
Directors, the Executive Committee, the Chairman or the President.

          Section 5.   General Counsel.  The General Counsel shall give legal
counsel and advice to the Board of Directors and its committees. He shall be the
chief attorney at law for the Corporation and its subsidiaries, shall be the
head of the Corporation's Legal Department, and shall select, engage and approve
payment of fees to attorneys retained to represent the Corporation or its
subsidiaries in litigation or otherwise.

          Section 6.   Treasurer.  The Treasurer shall have charge and custody
of all funds and securities of the Corporation. He shall deposit or invest all
monies and other valuable effects of the Corporation in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors or the Executive Committee or in such short-term investments as he
shall select with the approval of the Chairman or the President. He shall
disburse funds of the Corporation as may be ordered by the Board of Directors or
the Executive Committee, taking proper vouchers for such disbursements. He shall
render to the Chairman, the President, the Board of Directors and the Executive
Committee, whenever any thereof may require it, an account of his transactions
as Treasurer and of the financial position of the Corporation.

          Section 7.   Controller.  The Controller shall be the chief accounting
officer of the Corporation. He shall, when proper, approve all bills for
purchases, payrolls and similar instruments providing for disbursement of money
by the Corporation, for payment by the Treasurer. He shall be in charge of and
maintain books of account and accounting records of the Corporation. He shall
perform such other acts as are usually performed by the controller of a

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corporation. He shall render to the Chairman, the President, the Board of
Directors and the Executive Committee, such reports as any thereof may require.

          Section 8.   Assistant Secretaries, Assistant Treasurers and Assistant
General Counsels.  The Assistant Secretaries, Assistant Treasurers and Assistant
General Counsels shall have such duties and powers as may be assigned by the
Secretary, the Treasurer or the General Counsel respectively, or by the
Chairman, the President, the Board of Directors or the Executive Committee.

          Section 9.   Divisional and Group Officers.  The divisional officers
and group officers shall have such duties and powers with respect to their
divisions or groups as may be assigned to them by the Chairman, the President,
the Board of Directors or the Executive Committee.


                                   ARTICLE V

                        FORMS OF CERTIFICATES AND LOSS
                             AND TRANSFER OF STOCK

          Section 1.   Forms of Stock Certificates.  The shares of stock of the
Corporation shall be represented by certificates, in such forms as the Board of
Directors may prescribe, signed by the Chairman, the President or a Vice
President, and the Secretary, an Assistant Secretary, the Treasurer or an
Assistant Treasurer, and may be sealed with the seal of the Corporation or a
facsimile thereof. The signatures of the officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar other than the Corporation or its employee. In case any officer
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer at
the date of issue.

          Each certificate representing shares of stock shall state upon the
face thereof:

          (1)  That the Corporation is formed under the laws of the State of
               Delaware;

          (2)  The name of the person or persons to whom issued; and

          (3)  The number and class of stock, and the designation of the series,
               if any, which such certificate represents.

          Section 2.   Transfers of Stock.  Shares of stock of the Corporation
shall be transferable on the stock ledger upon presentment to the Corporation or
a transfer agent of a certificate or certificates representing the shares of
stock requested to be transferred, with proper endorsement on the certificate or
on a separate accompanying document, together with such

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<PAGE>
 

evidence of the payment of transfer taxes and compliance with other provisions
of law as the Corporation or its transfer agent may require.

          Section 3.   Lost, Stolen or Destroyed Stock Certificates.  No
certificate for shares of stock of the Corporation shall be issued in place of
any certificate alleged to have been lost, destroyed or wrongfully taken, except
if and to the extent required by the Board of Directors, upon:

          (1)  Production of evidence of loss, destruction or wrongful taking;

          (2)  Delivery of a bond indemnifying the Corporation and its agents
               against any claim that may be made against it or them on account
               of the alleged loss, destruction or wrongful taking of the
               replaced certificate or the issuance of the new certificate; and

          (3)  Compliance with such other reasonable requirements as may be
               imposed.


                                  ARTICLE VI

                                 OTHER MATTERS

          Section 1.   Corporate Seal.  The Board of Directors may adopt a
corporate seal, alter such seal at pleasure, and authorize it to be used by
causing it or a facsimile to be affixed or impressed or reproduced in any other
manner.

          Section 2.   Fiscal Year.  The fiscal year of the Corporation shall
begin on the first day of December in each year and end on the thirtieth day of
November in each year.

          Section 3.   Amendments.  By-Laws of the Corporation may be adopted,
amended or repealed by vote of the holders of the shares of stock at the time
entitled to vote in the election of any directors. By-Laws may also be adopted,
amended or repealed by the Board of Directors, but any By-Law adopted by the
Board may be amended or repealed by the stockholders entitled to vote thereon as
hereinabove provided.

          If any By-Law regulating an impending election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set forth
in the notice of the next meeting of stockholders for the election of directors
the By-Law so adopted, amended or repealed, together with a concise statement of
the changes made.



                                           -----------------------------------
                                           Mary D. Allen, Secretary

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