EXHIBIT 3(g)
                          GUEST SUPPLY, INC.
                                   
                               BY LAWS
     
                     As Amended, November 5, 1997
     
     
                              ARTICLE I
                               Offices
               The registered office of the Corporation shall be
     located at 4301 U.S. Highway One in the City of Monmouth
     Junction, County of Middlesex, State of New Jersey.
               The Corporation may also have offices at such
     other places, both within and without the State of New
     Jersey, as may from time to time be designated by the Board
     of Directors.
                              ARTICLE II
                                Books
               The books and records of the Corporation may be
     kept (except as otherwise provided by the laws of the State
     of New Jersey) outside of the State of New Jersey and at
     such place or places as may from time to time be designated
     by the Board of Directors.
                             ARTICLE III
                             Shareholders
               Section 1.  Annual Meetings.  The annual meeting
     of the shareholders of the Corporation for the election of
     Directors and the transaction of such other business as may
     properly come before said meeting shall be held at the
     principal business office of the Corporation or at such
     other place or places either within or without the State of
     New Jersey as may be designated by the Board of Directors
     and stated in the notice of the meeting, on the third
     Thursday of January in each year, if not a legal holiday,
     and, if a legal holiday, then on the next day not a legal
     holiday, at 10:00 o'clock in the forenoon, or on such other
     day as shall be determined by the Board of Directors.
               Written notice of the place designated for the
     annual meeting of the shareholders of the Corporation shall
     be delivered personally or mailed to each shareholder
     entitled to vote thereat not less than ten (10) and not more
     than sixty (60) days prior to said meeting, but at any
     meeting at which all shareholders shall be present, or of
     which all shareholders not present have waived notice in
     writing, the giving of notice as above described may be
     dispensed with.  If mailed, said notice shall be directed to
     each shareholder at his address as the same appears on the
     stock ledger of the Corporation unless he shall have filed
     with the Secretary of the Corporation a written request that
     notices intended for him be mailed to some other address, in
     which case it shall be mailed to the address designated in
     such request.
               Section 2.  Special Meetings.  Special meetings of
     the shareholders of the Corporation may not be called by the
     shareholders without the approval of the Board of Directors,
     except as may be required by New Jersey law.  Such meetings
     shall be held whenever called in the manner required by the
     laws of the State of New Jersey for purposes as to which
     there are special statutory provisions, and for other
     purposes whenever called by resolution of the Board of
     Directors, by the Chairman of the Board of Directors, by the
     President, or by the holders of a majority of the
     outstanding shares of capital stock of the Corporation the
     holders of which are entitled to vote on matters that are to
     be voted on at such meeting.  Any such special meeting of
     shareholders may be held at the principal business office of
     the Corporation or at such other place or places, either
     within or without the State of New Jersey, as may be
     specified in the notice thereof.  Business transacted at any
     special meeting of shareholders of the Corporation shall be
     limited to the purposes stated in the notice thereof.
               Except as otherwise expressly required by the laws
     of the State of New Jersey, written notice of each special
     meeting, stating the day, hour and place, and in general
     terms the business to be transacted thereat, shall be
     delivered personally or mailed to each shareholder entitled
     to vote thereat not less than ten (10) and not more than
     sixty (60) days before the meeting.  If mailed, said notice
     shall be directed to each shareholder at his address as the
     same appears on the stock ledger of the Corporation unless
     he shall have filed with the Secretary of the Corporation a
     written request that notices intended for him be mailed to
     some other address, in which case it shall be mailed to the
     address designated in said request.  At any special meeting
     at which all shareholders shall be present, or of which all
     shareholders not present have waived notice in writing, the
     giving of notice as above described may be dispensed with.
               Section 3.  List of Shareholders.  The officer of
     the Corporation who shall have charge of the stock ledger of
     the Corporation shall prepare and make, at least ten (10)
     days before every meeting of shareholders, a complete list
     of the shareholders entitled to vote at said meeting,
     arranged in alphabetical order and showing the address of
     each shareholder and the number of shares registered in the
     name of each shareholder.  Such list shall be produced and
     kept at the time and place of the meeting during the whole
     time thereof, and may be inspected by any shareholder who is
     present.
               Section 4.  Quorum.  At any meeting of the
     shareholders of the Corporation, except as otherwise
     expressly provided by the laws of the State of New Jersey,
     the Certificate of Incorporation or these By-Laws, there
     must be present, either in person or by proxy, in order to
     constitute a quorum, shareholders owning a majority of the
     issued and outstanding shares of the capital stock of the
     Corporation entitled to vote at said meeting.  The
     shareholders present in person or by proxy at a duly
     organized meeting may continue to do business until
     adjournment, notwithstanding the withdrawal of sufficient
     stockholders to leave less than a quorum.  At any meeting of
     shareholders at which a quorum is not present, the holders
     of, or proxies for, a majority of the stock which is
     represented at such meeting, shall have power to adjourn the
     meeting from time to time, without notice other than
     announcement at the meeting, until a quorum shall be present
     or represented.  At such adjourned meeting at which a quorum
     shall be present or represented any business may be
     transacted which might have been transacted at the meeting
     as originally noticed.
               Section 5.  Organization.  The Chairman of the
     Board of Directors, or in his absence, the President, or in
     their absence any Vice President, shall call to order
     meetings of the shareholders and shall act as chairman of
     such meetings.  The Board of Directors or the shareholders
     may appoint any shareholder or any Director or officer of
     the Corporation to act as chairman of any meeting in the
     absence of the Chairman of the Board of Directors, the
     President and all of the Vice Presidents.
               The Secretary of the Corporation shall act as
     secretary of all meetings of the shareholders, but in the
     absence of the Secretary the presiding officer may appoint
     any other person to act as secretary of any meeting.
               Section 6.  Voting.  Except as otherwise provided
     in the Certificate of Incorporation or these By-Laws, each
     shareholder of record of the Corporation shall, at every
     meeting of the shareholders of the Corporation, be entitled
     to one (1) vote for each share of stock standing in his name
     on the books of the Corporation on any matter on which he is
     entitled to vote, and such votes may be cast either in
     person or by proxy, appointed by an instrument in writing,
     subscribed by such shareholder or by his duly authorized
     attorney, and filed with the Secretary before being voted
     on.  No proxy shall be voted after eleven (11) months from
     its date, unless said proxy provides for a longer period,
     but in no event shall a proxy be valid after three (3) years
     from its date.  A proxy shall not be revoked by the death or
     incapacity of the shareholder who executed the proxy but
     shall continue in force until revoked by the personal
     representative or guardian of such shareholder.
               If the Certificate of Incorporation provides for
     more or less than one (1) vote for any share of capital
     stock of the Corporation, on any matter, then any and every
     reference in these By-Laws to a majority or other proportion
     of capital stock shall refer to such majority or other
     proportion of the votes of such stock.
               The vote on all elections of Directors and on any
     other questions before the meeting need not be by ballot,
     except upon demand of any shareholder.
               When a quorum is present at any meeting of the
     shareholders of the Corporation, the vote of the holders of
     a majority of the capital stock entitled to vote at such
     meeting and present in person or represented by proxy shall
     decide any question brought before such meeting, unless the
     question is one upon which, under any provision of the laws
     of the State of New Jersey or of the Certificate of
     Incorporation, a different vote is required in which case
     such provision shall govern and control the decision of such
     question.
               Section 7.  Consent.  Except as otherwise required
     by the laws of the State of New Jersey or in the Certificate
     of Incorporation or unless otherwise approved by a vote of
     not less than a majority of the Directors then holding
     office (or, in the event that the Corporation at the time
     has a Related Person [as defined in the Certificate of
     Incorporation], then by a vote of not less than a majority
     of the Continuing Directors [as defined in the Certificate
     of Incorporation]), no action shall be taken by the
     shareholders except at an annual or special meeting of the
     shareholders actually held, pursuant to Section 1 or 2 of
     this Article, upon prior notice and pursuant to a vote. 
     Except as otherwise provided hereinabove, no action shall be
     taken by the shareholders by written consent unless such
     consent is in writing, setting forth the action taken, and
     is signed by all of the holders of outstanding capital stock
     of the Corporation entitled to vote on such matters.
               Section 8.  Judges.  At every meeting of the
     shareholders of the Corporation at which a vote by ballot is
     taken, the polls shall be opened and closed, the proxies and
     ballots shall be received and taken in charge, and all
     questions touching the qualifications of voters, the
     validity of proxies and the acceptance or rejection of votes
     shall be decided by two (2) judges.  Said judges shall be
     appointed by the Board of Directors before the meeting, or,
     if no such appointment shall have been made, by the
     presiding officer of the meeting.  If for any reason any of
     the judges previously appointed shall fail to attend or
     refuse or be unable to serve, judges in place of any so
     failing to attend, or refusing or unable to serve, shall be
     appointed in like manner.
               Section 9. Notice of Business.  No business may be
     transacted at an annual meeting of shareholders, other than
     business that is either (a) specified in the notice of
     meeting (or any supplement thereto) given by or at the
     direction of the Board of Directors (or any duly authorized
     committee thereof), (b) otherwise properly brought before
     the meeting by or at the direction of the Board of Directors
     (or any duly authorized committee thereof) or (c) otherwise
     properly brought before the annual meeting by any
     shareholder of the Corporation (i) who is a shareholder of
     record on the date of the giving of the notice provided for
     in this Section 9 of this Article III and on the record date
     for the determination of shareholders entitled to vote at
     such annual meeting and (ii) who complies with the notice
     procedures set forth in this Section 9 of this Article III.
               In addition to any other applicable requirements,
     for business to be properly brought before an annual meeting
     by a shareholder, such shareholder must have given timely
     notice thereof in proper written form to the Secretary of
     the Corporation.
               To be timely, a shareholder's notice to the
     Secretary must be delivered to or mailed and received at the
     principal executive offices of the Corporation not less than
     sixty days nor more than ninety days prior to the
     anniversary date of the immediately preceding annual meeting
     of shareholders; provided, however, that in the event that
     the annual meeting is called for a date that is not within
     thirty days before or after such anniversary date, notice by
     the shareholder in order to be timely must be so received
     not later than the close of business on the tenth day
     following the day on which such notice of the date of the
     annual meeting was mailed or such public disclosure of the
     date of the annual meeting was made, whichever first occurs.
               To be in proper written form, a shareholder's
     notice to the Secretary must set forth as to each matter
     such shareholder 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 such shareholder, (iii) the class
     or series and number of shares of capital stock of the
     Corporation which are owned beneficially or of record by
     such shareholder, (iv) a description of all arrangements or
     understandings between such shareholder and any other person
     or persons (including their names) in connection with the
     proposal of such business by such shareholder and any
     material interest of such shareholder in such business and
     (v) a representation that such shareholder intends to appear
     in person or by proxy at the annual meeting to bring such
     business before the meeting.
               No business shall be conducted at the annual
     meeting of shareholders except business brought before the
     annual meeting in accordance with the procedures set forth
     in this Section 9 of this Article III; provided, however,
     that, once business has been properly brought before the
     annual meeting in accordance with such procedures, nothing
     in this Section 9 of this Article III shall be deemed to
     preclude discussion by any shareholder of any such business.
     If the Chairman of an annual meeting determines that business 
     was not properly brought before the annual meeting in
     accordance with the foregoing procedures, the Chairman shall
     declare to the meeting that the business was not properly
     brought before the meeting and such business shall not be
     transacted.
                              ARTICLE IV
                              Directors
               Section 1.  Number, Election and Term of Office.
     The business and affairs of the Corporation shall be managed
     by the Board of Directors.  The number of Directors which
     shall constitute the whole Board shall be not less than
     three (3) nor more than nine (9).  Within such limits, the
     number of Directors may be fixed from time to time by vote
     of the Board of Directors, at any regular or special
     meeting, subject to the provisions of the Certificate of
     Incorporation.  Directors need not be stockholders. 
     Directors shall be elected at the annual meeting of the
     stockholders except as provided in Section 2 of this
     Article, to serve for terms in accordance with the
     Certificate of Incorporation and until their respective
     successors are elected and have duly qualified.
               In addition to the powers by these By-Laws
     expressly conferred upon them, the Board may exercise all
     such powers of the Corporation as are not by the laws of the
     State of New Jersey, the Certificate of Incorporation or
     these By-Laws required to be exercised or done by the
     shareholders.
               Only persons who are nominated in accordance with
     the following procedures shall be eligible for election as
     Directors of the Corporation, except as may be otherwise
     provided in the Certificate of Incorporation of the
     Corporation with respect to the right of holders of
     preferred stock of the Corporation to nominate and elect a
     specified number of Directors in certain circumstances.
     Nominations of persons for election to the Board of
     Directors may be made at any annual meeting of shareholders,
     or at any special meeting of shareholders called for the
     purpose of electing Directors, (a) by or at the direction of
     the Board of Directors (or any duly authorized committee
     thereof) or (b) by any shareholder of the Corporation (i)
     who is a shareholder of record on the date of the giving of
     the notice provided for in this Section 1 of this Article IV
     and on the record date for the determination of shareholders
     entitled to vote at such meeting and (ii) who complies with
     the notice procedures set forth in this Section 1 of this
     Article IV.
               In addition to any other applicable requirements,
     for a nomination to be made by a shareholder, such
     shareholder must have given timely notice thereof in proper
     written form to the Secretary of the Corporation.
               To be timely, a shareholder's notice to the
     Secretary must be delivered to or mailed and received at the
     principal executive offices of the Corporation (a) in the
     case of an annual meeting, not less than sixty days nor more
     than ninety days prior to the anniversary date of the
     immediately preceding annual meeting of shareholders;
     provided, however, that in the event that the annual meeting
     is called for a date that is not within thirty days before
     or after such anniversary date, notice by the shareholder in
     order to be timely must be so received not later than the
     close of business on the tenth day following the day on
     which such notice of the date of the annual meeting was
     mailed or such public disclosure of the date of the annual
     meeting was made, whichever first occurs; and (b) in the
     case of a special meeting of shareholders called for the
     purpose of electing Directors, not later than the close of
     business on the tenth day following the day on which notice
     of the date of the special meeting was mailed or public
     disclosure of the date of the special meeting was made,
     whichever first occurs.
               To be in proper written form, a shareholder's
     notice to the Secretary must set forth (a) as to each person
     whom the shareholder proposes to nominate for election as a
     Director (i) the name, age, business address and residence
     address of the person, (ii) the principal occupation or
     employment of the person, (iii) the class or series and
     number of shares of capital stock of the Corporation which
     are owned beneficially or of record by the person and (iv)
     any other information relating to the person that would be
     required to be disclosed in a proxy statement or other
     filings required to be made in connection with solicitations
     of proxies for election of Directors pursuant to Section 14
     of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), and the rules and regulations promulgated
     thereunder; and (b) as to the shareholder giving the notice
     (i) the name and record address of such shareholder, (ii)
     the class or series and number of shares of capital stock of
     the Corporation which are owned beneficially or of record by
     such shareholder, (iii) a description of all arrangements or
     understandings between such shareholder and each proposed
     nominee and any other person or persons (including their
     names) pursuant to which the nomination(s) are to be made by
     such shareholder, (iv) a representation that such
     shareholder intends to appear in person or by proxy at the
     meeting to nominate the persons named in its notice and (v)
     any other information relating to such shareholder that
     would be required to be disclosed in a proxy statement or
     other filings required to be made in connection with
     solicitations of proxies for election of Directors pursuant
     to Section 14 of the Exchange Act and the rules and
     regulations promulgated thereunder. Such notice must be
     accompanied by a written consent of each proposed nominee to
     being named as a nominee and to serve as a Director if
     elected.
               Subject to Section 2 of this Article IV, no person
     shall be eligible for election as a Director of the
     Corporation unless nominated in accordance with the
     procedures set forth in this Section 1 of this Article IV.
     If the Chairman of the meeting determines that a nomination
     was not made in accordance with the foregoing procedures,
     the Chairman shall declare to the meeting that the
     nomination was defective and such defective nomination shall
     be disregarded.
               Section 2.  Vacancies and Newly Created
     Directorships.  Except as hereinafter provided and subject
     to the provisions of the Certificate of Incorporation, any
     vacancy in the office of a Director occurring for any reason
     other than the removal of a Director pursuant to Section 3
     of this Article, and any newly created Directorship
     resulting from any increase in the authorized number of
     Directors, may be filled by a majority of the Directors then
     in office, though less than a quorum, or by the sole
     remaining Director.  In the event that any vacancy in the
     office of a Director occurs as a result of the removal of a
     Director pursuant to Section 3 of this Article, or in the
     event that vacancies occur contemporaneously in the offices
     of all of the Directors, such vacancy or vacancies shall be
     filled by a vote of the shareholders of the Corporation at
     the next annual or special meeting of the shareholders. 
     Directors chosen or elected as aforesaid shall hold office
     for a term in accordance with the Certificate of
     Incorporation and until their respective successors are
     elected and duly qualified or until their earlier
     resignation or removal.  Any Director of any class elected
     to fill a vacancy resulting from an increase in the number
     of Directors in such class shall hold office for a term that
     shall coincide with the remaining term of that class. Any
     Director elected to fill a vacancy not resulting from an
     increase in the number of Directors shall have the same
     remaining term as that of his predecessor.
               Section 3.  Removals.  Directors of the
     Corporation may be removed by the shareholders of the
     Corporation only for cause and only by the affirmative vote
     of a majority of the combined voting power of the then
     outstanding shares of voting stock, voting together as a
     single class.  For the purposes hereof, "cause" shall mean
     (i) the willful, continuous and material failure of a
     Director to perform such Director's duties to the
     Corporation (including any such failure resulting from
     incapacity due to physical or mental illness), (ii) the
     willful engaging by a Director in gross misconduct or
     malfeasance materially and demonstrably injurious to the
     Corporation or (iii) a Director's conviction of a crime
     involving moral turpitude.  The Board of Directors shall
     have the power to remove directors for cause and to suspend
     directors pending a final determination that cause exists
     for removal.
               Section 4.  Regular Meetings.  Regular meetings of
     the Board of Directors may be held without notice at such
     time and place, either within or without the State of New
     Jersey, as shall from time to time be determined by
     resolution of the Board.
               Section 5.  Special Meetings.  Special meetings of
     the Board of Directors may be called by any three Directors,
     by the Chairman of the Board of Directors or, if the office
     of the Chairman of the Board of Directors is vacant or if
     the Chairman of the Board of Directors is incapacitated,
     then by the President or, if the office of the President is
     vacant or if the President is incapacitated, then by any
     Vice President on notice given to each Director, and such
     meetings shall be held at the principal business office of
     the Corporation or at such other place or places, either
     within or without the State of New Jersey, as shall be
     specified in the notices thereof.
               Section 6.  Annual Meetings.  The first meeting of
     each newly elected Board of Directors shall be held as soon
     as practicable after each annual election of Directors and
     on the same day, at the same place at which regular meetings
     of the Board of Directors are held, or at such other time
     and place as may be provided by resolution of the Board. 
     Such meeting may be held at any other time or place which
     shall be specified in a notice given, as hereinafter
     provided, for special meetings of the Board of Directors.
               Section 7.  Notice.  Notice of any meeting of the
     Board of Directors requiring notice shall be given to each
     Director by mailing the same, addressed to him at his
     principal address as it appears on the books and records of
     the Corporation, at least forty-eight (48) hours, or shall
     be sent to him at such place by facsimile transmission,
     courier, telegraph, cable or wireless, or shall be delivered
     personally or by telephone, at least twelve (12) hours,
     before the time fixed for the meeting.  At any meeting at
     which every Director shall be present or at which all
     Directors not present shall waive notice in writing, any and
     all business may be transacted even though no notice shall
     have been given.
               Section 8. Quorum.  At all meetings of the Board
     of Directors, the presence of a majority or more of the
     Directors constituting the Board (but in no event less than
     two Directors) shall constitute a quorum for the transaction
     of business.  Except as may be otherwise specifically
     provided by the laws of the State of New Jersey, the
     Certificate of Incorporation or these By-Laws, the
     affirmative vote of a majority of the Directors present at
     the time of such vote shall be the act of the Board of
     Directors if a quorum is present.  If a quorum shall not be
     present at any meeting of the Board of Directors the
     Directors present thereat may adjourn the meeting from time
     to time, without notice other than announcement at the
     meeting, until a quorum shall be present.
               Section 9.  Consent.  Unless otherwise restricted
     by the Certificate of Incorporation or these By-Laws, any
     action required or permitted to be taken at any meeting of
     the Board of Directors may be taken without a meeting, if
     all members of the Board consent thereto in writing, and the
     writing or writings are filed with the minutes of
     proceedings of the Board of Directors.
               Section 10.  Telephonic Meetings.  Unless
     otherwise restricted by the Certificate of Incorporation or
     these By-Laws, members of the Board of Directors may
     participate in a meeting of the Board by means of conference
     telephone or similar communications equipment by means of
     which all persons participating in such meeting can hear
     each other, and participation in a meeting pursuant to this
     Section 10 shall constitute presence in person at such
     meeting.
               Section 11.  Compensation of Directors. 
     Directors, as such, shall not receive any stated salary for
     their services, but, by resolution of the Board of
     Directors, a fixed sum and expenses of attendance, if any,
     may be allowed for attendance at each regular or special
     meeting of the Board of Directors; provided that nothing
     herein contained shall be construed to preclude any Director
     from serving the Corporation in any other capacity and
     receiving compensation therefor.
               Section 12.  Interested Directors.  No contract or
     other transaction between the Corporation and one or more of
     its Directors, or between the Corporation and any other
     corporation, firm, association or other entity in which one
     or more of the Corporation's Directors are directors or
     officers, or are financially interested, shall be either
     void or voidable for this reason alone or by reason alone
     that such Director or Directors are present at a meeting of
     the Board of Directors which approves such contract or
     transaction, or that his or their votes are counted for such
     purpose:
     
               (a)  if the fact of such common directorship,
                         officership or financial interest is
                         disclosed or known to the Board of Directors
                         and the Board of Directors authorizes,
                         approves or ratifies such contract or
                         transaction by unanimous written consent,
                         provided at least one Director so consenting
                         is disinterested, or by affirmative vote of a
                         majority of the disinterested Directors, even
                         though the disinterested Directors are less
                         than a quorum;
     
               (b)  if such common directorship, officership or
                         financial interest is disclosed or known to
                         the shareholders, and such contract or
                         transaction is authorized, approved or
                         ratified by vote of the shareholders; or
     
               (c)  if the contract or transaction is fair and
                         reasonable as to the Corporation at the time
                         it is authorized, approved or ratified by the
                         Board of Directors or the shareholders.
     
     Common or interested Directors may be counted in determining
     the presence of a quorum at a meeting of the Board of
     Directors which approves such contract or transaction.
               Section 13.  Resignations.  Any Director of the
     Corporation may resign at any time by giving written notice
     to the Board of Directors, to the Chairman of the Board of
     Directors, to the President or to the Secretary of the
     Corporation.  Any such resignation shall take effect at the
     time specified therein, or, if the time be not specified,
     upon receipt thereof; and unless otherwise specified
     therein, acceptance of such resignation shall not be
     necessary to make it effective.
               Section 14.  Chairman of the Board of Directors. 
     The Board of Directors shall designate one of their number
     to act as Chairman of the Board of Directors of the
     Corporation.  A Director shall not be deemed to be an
     officer as a result of his being designated as Chairman of
     the Board of Directors.  The Chairman of the Board of
     Directors shall preside at all meetings of the Board of
     Directors and at all meetings of the shareholders of the
     Corporation.  He shall cause to be called regular and
     special meetings of the shareholders of the Corporation and
     of the Board of Directors in accordance with these By-Laws. 
     In addition to the powers and duties expressly conferred
     upon him by these By-Laws, he shall, except as otherwise
     specifically provided by the laws of the State of New
     Jersey, have such other powers and duties as shall from time
     to time be assigned to him by the Board of Directors.
     
                              ARTICLE V
                              Committees
               Section 1.  Executive Committee.  The Board, by
     resolution adopted by the affirmative vote of a majority of
     all the directors then in office, may designate three (3) or
     more of its members to constitute an Executive Committee,
     which, during the intervals between the meetings of the
     Board, shall have, and may exercise, all the powers of the
     Board in the management of the business, affairs and
     property of the Company.
               At all meetings of the Executive Committee, the
     presence of the lesser of a majority or three (3) of the
     members thereof shall be necessary to constitute a quorum
     and to transact business.  Meetings of the Executive
     Committee may be called by any member thereof, by the
     Chairman of the Board of Directors, by the President or by
     the Secretary of the Corporation.  Written or oral notice of
     each such meeting shall be given to each member of the
     Executive Committee not later than the close of the business
     day next preceding the date of such meeting.
               The Board shall have the power, by resolution
     adopted by the affirmative vote of a majority of all of the
     directors then in office, at any time to change the members
     of the Executive Committee, to fill vacancies thereon, and
     to discharge the Executive Committee or any member thereof.
               The Board may, by ordinary resolution, designate
     one of the members of the Executive Committee as Chairman of
     the Executive Committee.
               Section 2.  Committees Generally.  The Board, by
     resolution, may from time to time designate members of the
     Board to constitute other committees, which shall consist of
     such persons and shall have such powers as the Board may
     determine and specify in the respective resolutions
     effecting such designations.  The Board shall have the
     power, by resolution, at any time, with respect to any
     committee created pursuant to Section 2 to change the
     members of any such committee, to fill vacancies on any such
     committee and to discharge any such committee.
               Section 3.  Meetings.  A majority of the members
     of each committee shall determine its acts.  Each committee
     may adopt such rules and regulations for the conduct of its
     meetings as it deems proper and as are not inconsistent with
     any statute or the Certificate of Incorporation or the
     By-Laws of this Corporation.
                              ARTICLE VI
                               Officers
               Section 1.  Number, Election and Term of Office . 
     The officers of the Corporation shall be a President, an
     Executive Vice President, one or more Vice Presidents, a
     Secretary and a Treasurer, and may at the discretion of the
     Board of Directors include one or more Vice Presidents,
     Assistant Treasurers and Assistant Secretaries.  The
     officers of the Corporation shall be elected annually by the
     Board of Directors at its meeting held immediately after the
     annual meeting of the shareholders, and shall hold their
     respective offices until their successors are duly elected
     and have qualified.  Any number of offices may be held by
     the same person but no officer shall execute, acknowledge or
     verify any instrument in more than one capacity if such
     instrument is required by law to be executed, acknowledged
     or verified by two or more officers.  The Board of Directors
     may from time to time appoint such other officers as the
     interest of the Corporation may require and may fix their
     duties, subject to the control of the Board of Directors,
     and terms of office.
               Section 2.  President.  The President shall be a
     Director, and shall be the chief executive officer of the
     Corporation and shall have general and active management of
     the business of the Corporation, and shall see that all
     orders and resolutions of the Board are carried into effect. 
     He shall ensure that the books, reports, statements,
     certificates and other records of the Corporation are kept,
     made or filed in accordance with the laws of the State of
     New Jersey.  He may sign, execute and deliver in the name of
     the Corporation all deeds, mortgages, bonds, contracts or
     other instruments authorized by the Board of Directors,
     except in cases where the signing, execution or delivery
     thereof shall be expressly delegated by the Board of
     Directors or by these By-Laws to some other officer or agent
     of the Corporation or where any of them shall be required by
     law otherwise to be signed, executed or delivered.  He may
     sign, with the Treasurer or an Assistant Treasurer, or the
     Secretary or an Assistant Secretary, certificates of stock
     of the Corporation.  He shall appoint and remove, employ and
     discharge, and fix the compensation of all servants, agents,
     employees and clerks of the Corporation other than the duly
     elected or appointed officers, subject to the approval of
     the Board of Directors.  In addition to the powers and
     duties expressly conferred upon him by these By-Laws, he
     shall, except as otherwise specifically provided by the laws
     of the State of New Jersey, have such other powers and
     duties as shall from time to time be assigned to him by the
     Board of Directors.  He shall, during the absence or
     incapacity of the Chairman of the Board of Directors, assume
     his powers and perform his duties.
               Section 3.  Vice Presidents.  The Vice Presidents
     shall perform such duties as the President or the Board of
     Directors shall require.  Any Vice President shall, during
     the absence or incapacity of the President, assume and
     perform his duties.
               Section 4.  Secretary.  The Secretary may sign all
     certificates of stock of the Corporation.  He shall record
     all the proceedings of the meetings of the Board of
     Directors and of the shareholders of the Corporation in
     books to be kept for that purpose.  He shall have custody of
     the seal of the Corporation and may affix the same to any
     instrument requiring such seal when authorized by the Board
     of Directors, and when so affixed he may attest the same by
     his signature.  He shall keep the transfer books, in which
     all transfers of the capital stock of the Corporation shall
     be registered, and the stock books, which shall contain the
     names and addresses of all holders of the capital stock of
     the Corporation and the number of shares held by each; and
     he shall keep such stock and transfer books open daily
     during business hours to the inspection of every shareholder
     and for transfer of stock.  He shall notify the Directors
     and shareholders of their respective meetings as required by
     law or by these By-Laws, and shall perform such other duties
     as may be required by law or by these By-Laws, or which may
     be assigned to him from time to time by the Board of
     Directors.
               Section 5.  Assistant Secretaries.  The Assistant
     Secretaries shall, during the absence or incapacity of the
     Secretary, assume and perform all functions and duties which
     the Secretary might lawfully do if present and not under any
     incapacity.
               Section 6.  Treasurer.  The Treasurer shall have
     charge of the funds and securities of the Corporation.  He
     may sign all certificates of stock.  He shall keep full and
     accurate accounts of all receipts and disbursements of the
     Corporation in books belonging to the Corporation and shall
     deposit all monies and other valuable effects in the name
     and to the credit of the Corporation in such depositories as
     may be designated by the Board of Directors.  He shall
     disburse the funds of the Corporation as may be ordered by
     the Board, and shall render to the President or the
     Directors, whenever they may require it, an account of all
     his transactions as Treasurer and an account of the business
     and financial position of the Corporation.
               Section 7.  Assistant Treasurers.  The Assistant
     Treasurers shall, during the absence or incapacity of the
     Treasurer, assume and perform all functions and duties which
     the Treasurer might lawfully do if present and not under any
     incapacity.
               Section 8.  Treasurer's Bond.  The Treasurer and
     Assistant Treasurers shall, if required so to do by the
     Board of Directors, each give a bond (which shall be renewed
     every six (6) years) in such sum and with such surety or
     sureties as the Board of Directors may require.
               Section 9.  Transfer of Duties.  The Board of
     Directors in its absolute discretion may transfer the power
     and duties, in whole or in part, of any officer to any other
     officer, or persons, notwithstanding the provisions of these
     By-Laws, except as otherwise provided by the laws of the
     State of New Jersey.
               Section 10.  Vacancies.  If the office of
     President, Executive Vice President, Vice President,
     Secretary or Treasurer, or any other officer or agent
     becomes vacant for any reason, the Board of Directors may
     choose a successor to hold office for the unexpired term. 
               Section 11.  Removals.  Any officer or agent of
     the Corporation may be removed from office, with or without
     cause, by the affirmative vote of a majority of the entire
     Board of Directors.
               Section 12.  Compensation of Officers.  The
     officers shall receive such salary or compensation as may be
     determined by the Board of Directors.
               Section 13.  Resignations.  Any officer or agent
     of the Corporation may resign at any time by giving written
     notice to the Board of Directors, to the Chairman of the
     Board of Directors, to the President or to the Secretary of
     the Corporation.  Any such resignation shall take effect at
     the time specified therein or, if the time be not specified,
     upon receipt thereof; and unless otherwise specified
     therein, acceptance of such resignation shall not be
     necessary to make it effective.
               Section 14.  Executive Vice President.  The
     Executive Vice President shall have such powers and duties
     as may be assigned to him by the Board of Directors or the
     President, or as may be provided in these By-Laws.  The
     Executive Vice President shall, during the absence or
     incapacity of the President, assume his powers and perform
     his duties.  The Executive Vice President shall also be the
     Chief Financial Officer of the Corporation.

                             ARTICLE VII
                     Contracts, Checks and Notes
               Section 1.  Contracts.  Unless the Board of
     Directors shall otherwise specifically direct, all contracts
     of the Corporation shall be executed in the name of the
     Corporation by the President, the Executive Vice President
     or a Vice President.
               Section 2.  Checks and Notes.  All checks, drafts,
     bills of exchange and promissory notes and other negotiable
     instruments of the Corporation shall be signed by such
     officers or agents of the Corporation as may be designated
     by the Board of Directors.

                             ARTICLE VIII
                                Stock
               Section 1.  Certificates of Stock.  The
     certificates for shares of the stock of the Corporation
     shall state upon the face thereof (1) that the Corporation
     is organized under the laws of the State of New Jersey, (2)
     the name of the person to whom issued and (3) the number of
     shares represented thereby and shall otherwise be in such
     form, not inconsistent with the Certificate of
     Incorporation, as shall be prepared or approved by the Board
     of Directors.  Every holder of stock in the Corporation
     shall be entitled to have a certificate of stock signed by,
     or in the name of the Corporation by, the President, the
     Executive Vice President or a Vice President, and by the
     Treasurer or an Assistant Treasurer or the Secretary or an
     Assistant Secretary certifying the number of shares owned by
     him and the date of issue and may be sealed with the seal of
     the Corporation or a facsimile thereof; and no certificate
     shall be valid unless so signed and sealed.  All
     certificates shall be consecutively numbered and shall be
     entered in the books of the Corporation as they are issued.
               Where a 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
     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.
               All certificates surrendered to the Corporation
     shall be cancelled and, except in the case of lost or
     destroyed certificates, no new certificates shall be issued
     until the former certificates for the same number of shares
     of the same class of stock shall have been surrendered and
     cancelled.
               Section 2.  Transfer of Stock.  Stock of the
     Corporation shall be transferable in the manner prescribed
     by the laws of the State of New Jersey.  Upon surrender to
     the Corporation or the transfer agent of the Corporation of
     a certificate for shares duly endorsed or accompanied by
     proper evidence of succession, assignment or authority to
     transfer, it shall be the duty of the Corporation to issue a
     new certificate to the person entitled thereto, cancel the
     old certificate and record the transaction upon its books.

                              ARTICLE IX
                       Registered Shareholders
               The Corporation shall be entitled (i) to recognize
     the exclusive right of a person registered on its books as
     the owner of shares to receive dividends, and to vote as
     such owner, and (ii) to hold liable for calls and
     assessments a person registered on its books as the owner of
     shares, and the Corporation shall not be bound to recognize
     any equitable or other claim to or interest in such share or
     shares on the part of any other person, whether or not it
     shall have express or other notice thereof, except as
     otherwise required by law.

                              ARTICLE X
                          Lost Certificates
               Any person claiming a certificate of stock to be
     lost or destroyed, shall make an affidavit or affirmation of
     the fact and advertise the same in such manner as the Board
     of Directors may require, and the Board of Directors may, in
     its discretion, require the owner of the lost or destroyed
     certificate, or his legal representative, to give the
     Corporation a bond in a sum sufficient, in the opinion of
     the Board of Directors, to indemnify the Corporation against
     any claim that may be made against it on account of the
     alleged loss of any such certificate.  A new certificate of
     the same tenor and for the same number of shares as the one
     alleged to be lost or destroyed may be issued without
     requiring any bond when, in the judgment of the Directors,
     it is proper so to do.

                              ARTICLE XI
                        Fixing of Record Date
               In order that the Corporation may determine the
     shareholders entitled to notice of or to vote at any meeting
     of shareholders or any adjournment thereof, or to express
     consent to corporate action in writing without a meeting, or
     to receive payment of any dividend or other distribution or
     allotment of any rights, or to exercise any rights in
     respect of any change, conversion or exchange of stock or
     for the purpose of any other lawful action, the Board of
     Directors may fix, in advance, a record date, which shall
     not be more than sixty (60) nor less than ten (10) days
     before the date of such meeting, nor more than sixty (60)
     days prior to any other action.  If no record date is fixed,
     the record date for the determination of shareholders
     entitled to notice of or to vote at any meeting of
     shareholders shall be the close of business on the day next
     preceding the day on which notice of such meeting is given,
     or, if no notice is given, the day next preceding the day on
     which the meeting is held, and the record date for
     determining shareholders for any other purpose shall be the
     close of business on the day on which the resolution of the
     Board of Directors relating thereto is adopted.  A
     determination of shareholders of record entitled to notice
     of or to vote at a meeting of shareholders shall apply to
     any adjournment of the meeting; provided, however, that the
     Board of Directors may fix a new record date for the
     adjourned meeting.

                             ARTICLE XII
                              Dividends
               Subject to the relevant provisions of the
     Certificate of Incorporation, dividends upon the capital
     stock of the Corporation may be declared by the Board of
     Directors at any regular or special meeting, pursuant to
     law.  Dividends may be paid in cash, in property, or in
     shares of the capital stock of the Corporation, subject to
     the provisions of the Certificate of Incorporation.
               Before payment of any dividend, there may be set
     aside out of any funds of the Corporation available for
     dividends such sums as the Directors from time to time, in
     their absolute discretion, think proper as a reserve or
     reserves to meet contingencies, or for equalizing dividends,
     or for repairing or maintaining any property of the
     Corporation, or for such other purpose as the Directors
     shall think conducive to the interest of the Corporation,
     and the Directors may modify or abolish any such reserve in
     the manner in which it was created.

                             ARTICLE XIII
                           Waiver of Notice
               Whenever any notice whatever is required to be
     given by statute or under the provisions of the Certificate
     of Incorporation or these By-Laws, a waiver thereof in
     writing signed by the person or persons entitled to said
     notice, whether before or after the time stated therein,
     shall be equivalent thereto.

                             ARTICLE XIV
                                 Seal
               The corporate seal of the Corporation shall have
     inscribed thereon the name of the Corporation, the year of
     its organization and the words "Corporate Seal, New Jersey."

                              ARTICLE XV
                              Amendments
               Subject to the provisions of the Certificate of
     Incorporation, these By-Laws may be altered, amended or
     repealed or new By-Laws may be adopted by the shareholders
     or by the Board of Directors, at any regular meeting of the
     shareholders or of the Board of Directors or at any special
     meeting of the shareholders or of the Board of Directors. 
     Any amendment of these By-Laws by the shareholders of the
     Corporation shall be made by a vote of the holders of not
     less than eighty percent (80%) of the outstanding capital
     stock of the Corporation entitled to vote thereon.
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