<PAGE>   1




                ==============================================

                         AMENDED AND RESTATED BYLAWS
                                      OF
                        DOMINICK'S SUPERMARKETS, INC.

                ==============================================




<PAGE>   2




                               TABLE OF CONTENTS
                                                                  Page
                                                                  -----
<TABLE>
  <S>                                                              <C>
   ARTICLE I. OFFICES ............................................. 1 
  
      Section 1.1 Registered Offices .............................. 1 
      Section 1.2 Other Offices ................................... 1
      Section 1.3 Books and Records ............................... 1 
      
   ARTICLE II. MEETINGS OF STOCKHOLDERS ........................... 1
  
      Section 2.1  Annual Meeting of Stockholders ................. 1 
      Section 2.2  Special Meetings ............................... 1
      Section 2.3  Place of Meetings .............................. 1
      Section 2.4  Notice of Stockholders' Meetings ............... 1
      Section 2.5  Quorum; Adjourned Meetings and Notice Thereof .. 2
      Section 2.6  Proxies ........................................ 2
      Section 2.7  Notice of Stockholder Business and Nominations . 2
      Section 2.8  Procedure for Election of Directors; Required 
                   Vote ........................................... 4
      Section 2.9  Inspectors of Elections; Opening and Closing 
                   the Polls ...................................... 4
      Section 2.10 No Stockholder Action by Written Consent ....... 4
      Section 2.11 Maintenance and Inspection of Stockholder List . 5

   ARTICLE III. DIRECTORS ......................................... 5

      Section 3.1  General Powers ................................. 5
      Section 3.2  Regular Meetings ............................... 5
      Section 3.3  Special Meetings ............................... 5
      Section 3.4  Notice ......................................... 5
      Section 3.5  Action Without a Meeting ....................... 5
      Section 3.6  Telephonic Meetings ............................ 6
      Section 3.7  Quorum.......................................... 6
      Section 3.8  Vacancies ...................................... 6
      Section 3.9  Committees of Directors ........................ 6
      Section 3.10  Records ....................................... 6
      Section 3.11  Compensation of Directors ..................... 7

   ARTICLE IV. OFFICERS ........................................... 7

      Section 4.1  Officers ....................................... 7
      Section 4.2  Election of Officers ........................... 7
      Section 4.3  Subordinate Officers ........................... 7
      Section 4.4  Compensation of Officers ....................... 7
      Section 4.5  Term of Office; Removal and Vacancies .......... 7
      Section 4.6  Chairman of the Board .......................... 7
      Section 4.7  President ...................................... 8
      Section 4.8  Vice Presidents ................................ 8
      Section 4.9  Secretary ...................................... 8

</TABLE>

<PAGE>   3


<TABLE>
   <S>                                                             <C>
      Section 4.10  Assistant Secretary ........................... 8
      Section 4.11  Treasurer ..................................... 8
      Section 4.12  Assistant Treasurer ........................... 9

   ARTICLE V. INDEMNIFICATION AND INSURANCE ....................... 9

      Section 5.1  Indemnification and Insurance .................. 9

   ARTICLE VI. CERTIFICATES OF STOCK ..............................11

      Section 6.1  Stock Certificates and Transfers ...............11
      Section 6.2  Signatures on Certificates .....................12
      Section 6.3  Statement of Stock Rights, Preferences,
                   Privileges......................................12
      Section 6.4  Lost Certificates...............................12
      Section 6.5  Fixed Record Date...............................12
      Section 6.6  Registered Stockholders.........................13

   ARTICLE VII. GENERAL PROVISIONS ................................13

      Section 7.1  Dividends ......................................13
      Section 7.2  Payment of Dividends; Directors' Duties.........13
      Section 7.3  Checks..........................................13
      Section 7.4  Fiscal Year.....................................13
      Section 7.5  Corporate Seal..................................13
      Section 7.6  Manner of Giving Notice.........................13
      Section 7.7  Waiver of Notice................................13
      Section 7.8  Audits .........................................13
      Section 7.9  Resignations ...................................14
      Section 7.10  Contracts .....................................14
      Section 7.11  Proxies .......................................14

   ARTICLE VIII. AMENDMENTS .......................................14

      Section 8.1  Amendments......................................14
</TABLE>


<PAGE>   4


                          AMENDED AND RESTATED BYLAWS

                                       OF

                         DOMINICK'S SUPERMARKETS, INC.


                                  ARTICLE I.
                                   OFFICES

        SECTION 1.1 REGISTERED OFFICES.  The principal office of the
Corporation in the State of Delaware shall be located in the City of Dover,
County of Kent, and the name and address of its registered agent is The
Prentice-Hall Corporation System, Inc., 32 Loockerman Square, Suite L-100,
Dover, Delaware, 19904.

        SECTION 1.2 OTHER OFFICES.  The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors of the Corporation (the "Board of Directors") may from time to time
determine or the business of the Corporation may require.

        SECTION 1.3 BOOKS AND RECORDS.  The books and records of the
Corporation may be kept outside the State of Delaware at such place or places
as may from time to time be designated by the Board of Directors.

                                 ARTICLE II.
                           MEETINGS OF STOCKHOLDERS

        SECTION 2.1 ANNUAL MEETING OF STOCKHOLDERS.  The annual meeting of
stockholders of the Corporation shall be held on such date and at such time as
may be fixed by resolution of the Board of Directors.

        SECTION 2.2 SPECIAL MEETINGS.  Special meetings of the stockholders,
for any purpose, or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation of the Corporation, as amended or restated or
supplemented from time to time (the "Certificate of Incorporation"), may be
called only by (i) the Chief Executive Officer, (ii) the Board of Directors or
(iii) the Chief Executive Officer upon the written request of the holders of a
majority of the Corporation's then-outstanding voting Common Stock.  Such
request shall state the purpose or purposes of the proposed meeting.  Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

        SECTION 2.3 PLACE OF MEETINGS.  Meetings of stockholders of the
Corporation shall be held at any place within or outside the State of Delaware
as may be fixed by resolution of the Board of Directors.  In the absence of any
such designation, stockholders' meetings shall be held at the principal
executive office of the Corporation.

        SECTION 2.4 NOTICE OF STOCKHOLDERS' MEETINGS.  Written or printed
notice, stating the place, day and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be delivered by the Corporation
not less than 10 days nor more than 60 days before the date of the meeting,
either personally or by mail, to each stockholder of record entitled to vote at
such meeting.  If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with 


<PAGE>   5

postage thereon prepaid, addressed to the stockholder at his address as
it appears on the stock transfer books of the Corporation. Such further notice
shall be given as may be required by law.  Only such business shall be
conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting.  Meetings
may be held without notice if all stockholders entitled to vote are present, or
if notice is waived by those not present in accordance with Section 7.7 of
these Bylaws.

        SECTION 2.5 QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF.  Except as
otherwise provided by law or by the Certificate of Incorporation, a majority of
the holders of the outstanding shares of the Corporation entitled to vote
generally in the election of directors who are present in person or represented
by proxy shall constitute a quorum for the transaction of business at a meeting
of stockholders of the Corporation.  A quorum, once established, shall not be
broken by the withdrawal of enough votes to leave less than a quorum and the
votes present may continue to transact business until adjournment.  If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, a majority of the voting stock represented in person or by proxy
may 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 notified.  If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote thereat.

        SECTION 2.6 PROXIES.  At all meetings of the stockholders of the
Corporation, a stockholder having the right to vote may vote by proxy executed
in writing (or in such manner prescribed by the General Corporation Law of the
State of Delaware) by the stockholder or by his duly authorized
attorney-in-fact.  All proxies must be filed with the Secretary of the
Corporation at the beginning of each meeting in order to be counted in any vote
at the meeting.

        SECTION 2.7 NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

     (A) Annual Meetings of Stockholders.  (1)  Nominations of persons for
election to the Board of Directors and the proposal of business to be
considered by the stockholders may be made at an annual meeting of stockholders
(a) pursuant to the Corporation's notice of meeting, (b) by or at the direction
of the Board of Directors, or (c) by any stockholder of the Corporation who was
a stockholder of record at the time of giving of notice provided for in this
Bylaw, who is entitled to vote at the meeting and who complies with the notice
procedures set forth in this Bylaw.

     (2)  For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of
this Bylaw, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation and such other business must otherwise be a
proper matter for stockholder action.  To be timely, a stockholder's notice
shall be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 60th day nor earlier
than the close of business on the 90th day prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the event that
the date of the annual meeting is more than 30 days before or more than 60 days
after such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the 90th day prior to such
annual meeting and not later than the close of business on the later of the
60th day prior to such annual meeting or the 10th day following the day on
which public announcement of the date of such meeting is first made by the
Corporation.  In no event shall 



                                      2
<PAGE>   6

the public announcement of an adjournment of an annual meeting commence
a new time period for the giving of a stockholder's notice as described above. 
Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or
is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule
14a-11 thereunder (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected); (b)
as to any other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Corporation's books, and of such beneficial
owner and (ii) the class and number of shares of the Corporation which are
owned beneficially and of record by such stockholder and such beneficial owner.

     (3)  Notwithstanding anything in the second sentence of paragraph (A)(2)
of this Bylaw to the contrary, in the event that the number of directors to be
elected to the Board of Directors is increased and there is no public
announcement by the Corporation naming all of the nominees for director or
specifying the size of the increased Board of Directors at least 70 days prior
to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Bylaw shall also be considered timely,
but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
Corporation.

     (B) Special Meetings of Stockholders.  Only such business shall be
conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders at which directors are to be elected pursuant
to the Corporation's notice of meeting (a) by or at the direction of the Board
of Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this Bylaw, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this Bylaw.  In the event
the Corporation calls for a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (A)(2) of this Bylaw shall be
delivered to the Secretary at the principal executive offices of the
Corporation not later than the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting.  In
no event shall the public announcement of an adjournment of a special meeting
commence a new time period for the giving of a stockholder's notice as
described above.

     (C) General.  (1) Only such persons who are nominated in accordance with
the procedures set forth in this Bylaw shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set
forth in this Bylaw.  Except as otherwise provided by law, the Certificate of


                                      3
<PAGE>   7

Incorporation or these Bylaws, the Chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this Bylaw and, if any proposed
nomination or business is not in compliance with this Bylaw, to declare that
such defective proposal or nomination shall be disregarded.

     (2)  For purposes of this Bylaw, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant
to Section 13, 14 or 15(d) of the Exchange Act.

     (3)  Notwithstanding the foregoing provisions of this Bylaw, a stockholder
shall also comply with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the matters set forth in this
Bylaw.  Nothing in this Bylaw shall be deemed to affect any rights (i) of
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders
of any series of Preferred Stock to elect directors under specified
circumstances.

        SECTION 2.8 PROCEDURE FOR ELECTION OF DIRECTORS; REQUIRED VOTE.   When
a quorum is present at any meeting, in all matters other than the election of
directors, the vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which by express
provision of the statutes, or the Certificate of Incorporation, or these
Bylaws, a different vote is required in which case such express provision shall
govern and control the decision of such question.  Election of directors at all
meetings of the stockholders at which directors are to be elected shall be by
ballot.  Subject to the rights of the holders of any series of Preferred Stock
to elect directors under specified circumstances, directors shall be elected by
a plurality of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote on the election of directors.

        SECTION 2.9 INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS. 
The Board of Directors by resolution shall appoint one or more inspectors,
which inspector or inspectors may include individuals who serve the Corporation
in other capacities, including, without limitation, as officers, employees,
agents or representatives, to act at the meetings of stockholders and make a
written report thereof.  One or more persons may be designated as alternate
inspectors to replace any inspector who fails to act.  If no inspector or
alternate has been appointed to act or is able to act at a meeting of
stockholders, the Chairman of the meeting shall appoint one or more inspectors
to act at the meeting.  Each inspector, before discharging his or her duties,
shall take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or her ability.  The
inspectors shall have the duties prescribed by law.  The Chairman of the
meeting shall fix and announce at the meeting the date and time of the opening
and the closing of the polls for each matter upon which the stockholder will
vote at a meeting.

        SECTION 2.10 NO STOCKHOLDER ACTION BY WRITTEN CONSENT.  Subject to the
rights of the holders of any series of Preferred Stock with respect to such
series of Preferred Stock, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special
meeting of stockholders of the Corporation and may not be effected by any
consent in writing by such stockholders.

                                      4



<PAGE>   8

        SECTION 2.11 MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST.  The
officer who has charge of the stock ledger of the Corporation shall prepare and
make, at least ten days before every meeting of stockholders, a complete list
of the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder.  Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

                                 ARTICLE III.
                                  DIRECTORS

        SECTION 3.1 GENERAL POWERS.  The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.  In addition to the powers and authorities by these Bylaws expressly
conferred upon them, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these Bylaws required to be exercised or
done by the stockholders.

        SECTION 3.2 REGULAR MEETINGS.  The Board of Directors may, by
resolution, provide the time and place for the holding of regular meetings
without notice other than such resolution.

        SECTION 3.3 SPECIAL MEETINGS.  Special meetings of the Board of
Directors shall be called at the request of the Chairman of the Board, the
President or a majority of the Board of Directors then in office.  The person
or persons authorized to call special meetings of the Board of Directors may
fix the place and time of the meetings.

        SECTION 3.4 NOTICE.  Notice of any special meeting of directors shall
be given to each director at his business or residence in writing by hand
delivery, first-class or overnight mail or courier service, telegram or
facsimile transmission, or orally by telephone.  If mailed by first-class mail,
such notice shall be deemed adequately delivered when deposited in the United
Stats mails so addressed, with postage thereon prepaid, at least 5 days before
such meeting. If by telegram, overnight mail or courier service, such notice
shall be deemed adequately delivered when the telegram is delivered to the
telegraph company or the notice is delivered to the overnight mail or courier
service company at least 48 hours before such meeting.  If by facsimile
transmission, such notice shall be deemed adequately delivered when the notice
is transmitted at least 24 hours before such meeting.  If by telephone or by
hand delivery, the notice shall be given at least 24 hours prior to the time
cset for the meeting.  Other than with respect to a special meeting, neither the
business to be transacted at, nor the purpose of, any meeting of the Board of
Directors need be specified in the notice of such meeting, except for
amendments to these Bylaws, as provided under Section 8.1.  A meeting may be
held at any time without notice if all the directors are present or if those
not present waive notice of the meeting in accordance with Section 7.7 of these
Bylaws.

        SECTION 3.5 ACTION WITHOUT A MEETING.  Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing, and 



                                      5
<PAGE>   9

the writing or writings are filed with the minutes of proceedings of
the Board of Directors or committee.

        SECTION 3.6 TELEPHONIC MEETINGS.  Members of the Board of Directors, or
any committee thereof, may participate in a meeting of the Board of Directors,
or any committee thereof, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

        SECTION 3.7 QUORUM.  Subject to Section 3.8, a whole number of
directors equal to at least a majority of the authorized number of directors
shall constitute a quorum for the transaction of business, but if at any
meeting of the Board of Directors there shall be less than a quorum present, a
majority of the directors present may adjourn the meeting from time to time
without further notice.  The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors.  The directors present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
directors to leave less than a quorum.

        SECTION 3.8 VACANCIES.  Subject to applicable law and the rights of the
holders of any series of Preferred Stock with respect to such Preferred Stock,
and unless the Board of Directors otherwise determines, vacancies resulting
from death, resignation, retirement, disqualification, removal from office, or
otherwise, and newly created directorships resulting from any increase in the
authorized number of directors, may be filled only by the affirmative vote of a
majority of the remaining directors, although less than a quorum of the Board
of Directors, or by a sole remaining director.  The directors so chosen shall
hold office until the next annual election of directors and until their
successors are duly elected and shall qualify, unless sooner displaced.  If
there are no directors in office, then an election of directors may be held in
the manner provided by statute.  No decrease in the number of authorized
directors constituting the whole Board of Directors shall shorten the term of
any incumbent director.

        SECTION 3.9 COMMITTEES OF DIRECTORS.  The Board of Directors may by
resolution designate one or more committees, each such committee to consist of
one or more of the directors of the Corporation.  The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.  In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.  Any such committee, to the extent provided in
the resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to the following
matters: (1) approving or adopting, or recommending to the stockholders any
action or matter expressly required by the General Corporation Law of the State
of Delaware to be submitted to stockholders for approval or (2) adopting,
amending or repealing any Bylaw of the Corporation.

        SECTION 3.10 RECORDS.  The Board of Directors shall keep, or cause to
be kept, a record containing the minutes of the proceedings of the meetings of
the Board of Directors and of the 




                                      6

<PAGE>   10
stockholders, appropriate stock books and registers and such books of records
and accounts as may be necessary for the proper conduct of the business of the
Corporation.  

        SECTION 3.11 COMPENSATION OF DIRECTORS.  Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, the Board of Directors shall
have the authority to fix the compensation of directors.  The directors may be
paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.  Members of special or standing committees may
be allowed like compensation for attending committee meetings.

                                  ARTICLE IV.
                                   OFFICERS

        SECTION 4.1 OFFICERS.  The officers of this Corporation shall be chosen
by the Board of Directors and shall include a Chairman of the Board or a
President, or both, and a Secretary.  The Corporation may also have at the
discretion of the Board of Directors such other officers as are desired,
including a Vice Chairman, a Chief Executive Officer, a Treasurer, one or more
Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers,
and such other officers as may be appointed in accordance with the provisions
of Section 4.3 hereof.  In the event there are two or more Vice Presidents,
then one or more may be designated as Executive Vice President, Senior Vice
President, Group Vice President or other similar or dissimilar title.  At the
time of the election of officers, the directors may by resolution determine the
order of their rank.  Any number of offices may be held by the same person,
unless the Certificate of Incorporation or these Bylaws otherwise provide.

        SECTION 4.2 ELECTION OF OFFICERS.  The Board of Directors, at its first
meeting after each annual meeting of stockholders, shall choose the officers of
the Corporation.

        SECTION 4.3 SUBORDINATE OFFICERS.  The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board of Directors.

        SECTION 4.4 COMPENSATION OF OFFICERS.  The salaries of all officers and
agents of the Corporation shall be fixed by the Board of Directors.

        SECTION 4.5 TERM OF OFFICE; REMOVAL AND VACANCIES.  The officers of the
Corporation shall hold office until their successors are chosen and qualify in
their stead.  Any officer elected or appointed by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the Board of
Directors.  If the office of any officer or officers becomes vacant for any
reason, the vacancy shall be filled by the Board of Directors.

        SECTION 4.6 CHAIRMAN OF THE BOARD.  The Chairman of the Board, if such
an officer be elected, shall, if present, preside at all meetings of the Board
of Directors and exercise and perform such other powers and duties as may be
from time to time assigned to him by the Board of Directors or prescribed by
these Bylaws. If there is no President, the Chairman of the Board shall in
addition be the Chief Executive Officer of the Corporation and shall have the
powers and duties prescribed in Section 4.7 of this Article IV.



                                      7
<PAGE>   11

        SECTION 4.7 PRESIDENT.  Subject to such supervisory powers, if any, as
may be given by the Board of Directors to the Chairman of the Board, if there
be such an officer, the President shall be the Chief Executive Officer of the
Corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
Corporation.  He shall preside at all meetings of the stockholders and, in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors.  He shall be an ex-officio member of all committees and
shall have the general powers and duties of management usually vested in the
office of President and Chief Executive Officer of corporations, and shall have
such other powers and duties as may be prescribed by the Board of Directors or  
these Bylaws.

        SECTION 4.8 VICE PRESIDENTS.  In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of and be subject to all the restrictions upon the
President.  The Vice Presidents shall have such other duties as from time to
time may be prescribed for them, respectively, by the Board of Directors.  

        SECTION 4.9 SECRETARY.  The Secretary shall attend all sessions of the
Board of Directors and all meetings of the stockholders and record all votes
and the minutes of all proceedings in a book to be kept for that purpose; and
shall perform like duties for the standing committees when required by the
Board of Directors.  He shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or these
Bylaws.  He shall keep in safe custody the seal of the Corporation, and when
authorized by the Board of Directors, affix the same to any instrument
requiring it, and when so affixed it shall be attested by his signature or by
the signature of an Assistant Secretary.  The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his  signature.

        SECTION 4.10 ASSISTANT SECRETARY.  The Assistant Secretary, or if there
be more than one, the Assistant Secretaries in the order determined by the
Board of Directors, or if there be no such determination, the Assistant
Secretary designated by the Board of Directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

        SECTION 4.11 TREASURER.  The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys, 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 of Directors, taking proper vouchers for such disbursements, and
shall render to the Board of Directors, at its regular meetings, or when the
Board of Directors so requires, an account of all his transactions as Treasurer
and of the financial condition of the Corporation.  If required by the Board of
Directors, he shall give the Corporation a bond, in such sum and with such
surety or sureties as shall be satisfactory to the Board of Directors, for the
faithful performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever    
kind in his possession or under his control belonging to the Corporation. 



                                      8
<PAGE>   12


        SECTION 4.12 ASSISTANT TREASURER.  The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors, or if there be no such determination, the Assistant
Treasurer designated by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

                                  ARTICLE V.
                        INDEMNIFICATION AND INSURANCE

        SECTION 5.1 INDEMNIFICATION AND INSURANCE.  (A) Each person who was or
is made a party or is threatened to be made a party to or is involved in any
threatened, pending or contemplated action, suit, or proceeding, whether civil,
criminal administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she or a person of whom he or she is the legal
representative is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans maintained
or sponsored by the Corporation, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that except as provided in
paragraph (C) of this Bylaw, the Corporation shall be required to indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) commenced by such person only if the commencement of such proceeding
(or part thereof) was authorized by the Board of Directors.  The right to
indemnification conferred in this Bylaw shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition, such
advances to be paid by the Corporation within 20 days after the receipt by the
Corporation of a statement or statements from the claimant requesting such
advance or advances from time to time; provided, however, that if the General
Corporation Law of the State of Delaware requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Bylaw or otherwise.

     (B)  To obtain indemnification under this Bylaw, a claimant shall submit
to the Corporation a written request, including therein or therewith such
documentation and information as is reasonably available to the claimant and is
reasonably necessary to determine whether and to what extent the claimant is
entitled to indemnification.  Upon written request by a claimant for
indemnification pursuant to the first sentence of this paragraph (B), a
determination, if required by applicable law, 


                                      9

<PAGE>   13

with respect to the claimant's entitlement thereto shall be made as follows: 
(1) if requested by the claimant, by Independent Counsel (as hereinafter
defined), or (2) if no request is made by the claimant for a determination by
Independent Counsel, (i) by a majority vote of the Disinterested Directors (as
hereinafter defined), or (ii) if the Disinterested Directors so direct, by
Independent Counsel in a written opinion to the Board of Directors, a copy of
which shall be delivered to the claimant, or (iii) if the Disinterested
Directors so direct, by the stockholders of the Corporation.  In the event the
determination of entitlement to indemnification is to be made by Independent
Counsel, the Independent Counsel shall be selected by the Board of Directors
unless there shall have occurred within two years prior to the date of the
commencement of the action, suit or proceeding for which indemnification is
claimed a "Change of Control" as defined in the Corporation's 1995 Stock Option
Plan, in which case the Independent Counsel shall be selected by the claimant
unless the claimant shall request that such selection be made by the Board of
Directors.  If it is so determined that the claimant is entitled to
indemnification, payment to the claimant shall be made within 10 days after
such determination.

     (C)  If a claim under paragraph (A) of this Bylaw is not paid in full by
the Corporation within 30 days after a written claim pursuant to paragraph (B)
of this Bylaw has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim.  It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the General Corporation Law of the
State of Delaware for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors,
Independent Counsel or stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the General Corporation Law of the State of Delaware, nor an
actual determination by the Corporation (including its Board of Directors,
Independent Counsel or stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

     (D)  If a determination shall have been made pursuant to paragraph (B) of
this Bylaw that the claimant is entitled to indemnification, the Corporation
shall be bound by such determination in any judicial proceeding commenced
pursuant to paragraph (C) of this Bylaw.

     (E)  The Corporation shall be precluded from asserting in any judicial
proceeding commenced pursuant to paragraph (C) of this Bylaw that the
procedures and presumptions of this Bylaw are not valid, binding and
enforceable and shall stipulate in such proceeding that the Corporation is
bound by all the provisions of this Bylaw.

     (F)  The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Bylaw shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or Disinterested
Directors or otherwise.  No repeal or modification of this Bylaw shall in any
way diminish or adversely affect the rights of any director, officer, employee
or agent of the Corporation hereunder in respect of any occurrence or matter
arising prior to any such repeal or modification.



                                      10
<PAGE>   14

     (G)  The Corporation may maintain insurance, at its expense, 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 expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the General Corporation Law of the State of Delaware.  To the extent that
the Corporation maintains any policy or policies providing such insurance, each
such director or officer, and each such agent or employee to which rights to
indemnification have been granted as provided in paragraph (H) of this Bylaw,
shall be covered by such policy or policies in accordance with its or their
terms to the maximum extent of the coverage thereunder for any such director,
officer, employee or agent.

     (H)  The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification, and rights to be paid
by the Corporation the expenses incurred in defending any proceeding in advance
of its final disposition, to any employee or agent of the Corporation to the
fullest extent of the provisions of this Bylaw with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.

     (I)  If any provision or provisions of this Bylaw shall be held to be
invalid, illegal or unenforceable for any reason whatsoever:  (1) the validity,
legality and enforceability of the remaining provisions of this Bylaw
(including, without limitation, each portion of any paragraph of this Bylaw
containing any such provisions held to be invalid, illegal or unenforceable,
that is not itself held to be invalid, illegal or unenforceable) shall not in
any way be affected or impaired thereby; and (2) to the fullest extent
possible, the provisions of this Bylaw (including, without limitation, each
such portion of any paragraph of this Bylaw containing any such provision held
to be invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or
unenforceable.

     (J)  For purposes of this Bylaw:

        (1)  "Disinterested Director" means a director of the Corporation who
   is not and was not a party to the matter in respect of which indemnification
   is sought by the claimant.

        (2)  "Independent Counsel" means a law firm, a member of a law firm, or
   an independent practitioner, that is experienced in matters of corporation
   law and shall include any person who, under the applicable standards of
   professional conduct then prevailing, would not have a conflict of interest
   in representing either the Corporation or the claimant in an action to
   determine the claimant's rights under this Bylaw.

     (K)  Any notice, request or other communication required or permitted to
be given to the Corporation under this Bylaw shall be in writing and either
delivered in person or sent by telecopy, telex, telegram, overnight mail or
courier service, or certified or registered mail, postage prepaid, return
receipt requested, to the Secretary of the Corporation and shall be effective
only upon receipt by the Secretary.

                                 ARTICLE VI.
                            CERTIFICATES OF STOCK

        SECTION 6.1 STOCK CERTIFICATES AND TRANSFERS.  The interest of each
stockholder of the Corporation shall be evidenced by certificates for shares of
stock in such form as the appropriate officers of the Corporation may from time
to time prescribe. The shares of the stock of the


                                      11
<PAGE>   15

Corporation shall be transferred on the books of the Corporation by the holder
thereof in person or by his attorney, upon surrender for cancellation of
certificates for at least the same number of shares to the Corporation or the
transfer agent of the Corporation, with an assignment and power of transfer
endorsed thereon or attached thereto, duly executed, with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably 
require.

        SECTION 6.2 SIGNATURES ON CERTIFICATES.  Any or all of the signatures
on the certificate may be  a facsimile.  In case any officer, transfer agent,
or registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent, or registrar at the
date of issue.

        SECTION 6.3 STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES.  If the
Corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualification, limitations or restrictions of
such preferences and/or rights shall be set forth in full or summarized on the
face or back of the certificate which the Corporation shall issue to represent
such class or series of stock, provided that, except as otherwise provided in
section 202 of the General Corporation Law of Delaware, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the Corporation shall issue to represent such class or series
of stock, a statement that the Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

        SECTION 6.4 LOST CERTIFICATES.  The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed.  When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

        SECTION 6.5 FIXED RECORD DATE.  In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
the stockholders, or any adjournment thereof, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix a
record date which shall not be more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.  In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date which shall not be more
than ten days after the date upon which the resolution fixing the record date
is adopted by the Board of Directors.



                                      12
<PAGE>   16
     SECTION 6.6 REGISTERED STOCKHOLDERS.  The Corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof and accordingly shall not be bound to recognize any equitable or
other claim or interest in such share on the part of any other person, whether
or not it shall have express or other notice thereof, save as expressly
provided by the laws of the State of Delaware.

                                 ARTICLE VII.

                              GENERAL PROVISIONS

     SECTION 7.1 DIVIDENDS.  Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, 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, subject to the provisions of the Certificate of
Incorporation.

     SECTION 7.2 PAYMENT OF DIVIDENDS; DIRECTORS' DUTIES.  Before payment of
any dividend there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve fund 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 interests of the Corporation, and the directors may
abolish any such reserve.

     SECTION 7.3 CHECKS.  All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.

     SECTION 7.4 FISCAL YEAR.  The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

     SECTION 7.5 CORPORATE SEAL.  The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware."  Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

     SECTION 7.6 MANNER OF GIVING NOTICE.  Whenever, under the provisions of
the statutes or of the Certificate of Incorporation or of these Bylaws, notice
is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or stockholder, at his address as it appears
on the records of the Corporation, with postage thereon prepaid, and such
notice shall be deemed to be given at the time when the same shall be deposited
in the United States mail.  Notice to directors may also be given by telegram.

     SECTION 7.7 WAIVER OF NOTICE.  Whenever any notice is required to be
given to any stockholder or director of the Corporation under the provisions of
the General Corporation Law of the State of Delaware or these Bylaws, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.  Neither the business to be transacted at, nor the
purpose of, any annual or special meeting of the stockholders or the Board of
Directors or committee thereof need be specified in any waiver of notice of
such meeting.

     SECTION 7.8 AUDITS.  The accounts, books and records of the Corporation
shall be audited upon the conclusion of each fiscal year by an independent
certified public accountant selected by the Board


                                      13
<PAGE>   17
of Directors, and it shall be the duty of the Board of Directors to cause such
audit to be done annually.
        
        SECTION 7.9 RESIGNATIONS.  Any director or any officer, whether elected
or appointed, may resign at any time by giving written notice of such
resignation to the Chairman of the Board, the President, or the Secretary, and
such resignation shall be deemed to be effective as of the close of business on
the date said notice is received by the Chairman of the Board, the President,
or the Secretary, or at such later date as is specified therein.  No formal
action shall be required of the Board of Directors or the stockholders to make
any such resignation effective. 

        SECTION 7.10 CONTRACTS.  Except as otherwise required by law, the
Certificate of Incorporation or these Bylaws, any contracts or other
instruments may be executed and delivered in the name and on the behalf of the
Corporation by such officer or officers of the Corporation as the Board of
Directors may from time to time direct.  Such authority may be general or
confined to specific instances as the Board of Directors may determine.  The
Chairman of the Board, the President or any Vice President may execute bonds,
contracts, deeds, leases and other instruments to be made or executed for or on
behalf of the Corporation.  Subject to any restrictions imposed by the Board of
Directors or the Chairman of the Board, the President or any Vice President of
the Corporation may delegate contractual powers to others under his
jurisdiction, it being understood, however, that any such delegation of power
shall not relieve such officer of responsibility with respect to the exercise
of such delegated power.         

        SECTION 7.11 PROXIES.  Unless otherwise provided by resolution adopted
by the Board of Directors, the Chairman of the Board, the President or any Vice
President may from time to time appoint an attorney or attorneys or agent or
agents of the Corporation, in the name and on behalf of the Corporation, to
cast the votes which the Corporation may be entitled to case as the holder of
stock or other securities in any other corporation, and may instruct the person
or persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of
the Corporation and under its corporate seal or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the
premises.

                                ARTICLE VIII.
                                  AMENDMENTS

        SECTION 8.1 AMENDMENTS. These Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by the stockholders, or by the Board of
Directors when such power is conferred upon the Board of Directors by the
Certificate of Incorporation, at any regular meeting of the stockholders or of
the Board of Directors or at any special meeting of the stockholders or of the
Board of Directors if notice of such alteration, amendment, repeal or adoption
of new Bylaws be contained in the notice of such special meeting.  If the power
to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by
the Certificate of Incorporation it shall not divest or limit the power of the  
stockholders to adopt, amend or repeal Bylaws.  

                                       14
<PAGE>   18

                            CERTIFICATE OF SECRETARY


     I, the undersigned, do hereby certify:

     (1) That I am the duly elected and acting Secretary of Dominick's
Supermarkets, Inc., a Delaware corporation; and

     (2) That the foregoing bylaws constitute the bylaws of said corporation as
duly adopted by the written consent of the Board of Directors of said
corporation as of October 21, 1996.

     IN WITNESS WHEREOF, I have hereunto subscribed my name this 21st day of
October, 1996.



                                                     /s/ Darren W. Karst
                                                     -------------------
                                                     Darren W. Karst
                                                     Secretary

                


                                      15