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                                                                    Exhibit 10.1


                                AMENDED BY-LAWS*

                                       OF

                             BED BATH & BEYOND INC.
                            (A NEW YORK CORPORATION)


                               ARTICLE I - OFFICES

               The Corporation may have such offices within and without the
State of New York as the Board of Directors may from time to time determine or
the business of the Corporation may require.


                      ARTICLE II - MEETINGS OF SHAREHOLDERS

               SECTION 1. PLACE OF MEETINGS. All meetings of the shareholders
shall be held at such place within or without the State of New York as the Board
of Directors may from time to time determine.

               SECTION 2. ANNUAL MEETINGS. The annual meeting of the
shareholders for the election of directors and for the transaction of such other
business as may properly be brought before the meeting shall be held on such
date and at such hour as shall from time to time be fixed by the Board of
Directors. The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled annual meeting of shareholders.

               SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders
for any purpose or purposes shall be called and may be held at any time upon the
written request of the Board of Directors, the Chairman or the President. Any
such request shall state the purpose or purposes of the proposed meeting. The
business transacted at any special meeting shall be confined to the purposes
stated in the notice of the meeting. The Board of Directors acting by resolution
may postpone and reschedule any previously scheduled special meeting of
shareholders.

               SECTION 4. NOTICE OF MEETINGS. Written notice of each annual and
special meeting of shareholders shall state the date, time, place and purpose or
purposes of each such meetings of shareholders and, unless it is the annual
meeting, shall indicate that it is being issued at the direction of the person
or persons requesting the meeting.

----------

        *As amended through June 28, 2001



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               SECTION 5. FIXING RECORD DATE. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of the shareholders
or any adjournment thereof, or to express consent to or dissent from any taking
of corporate action without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend or other distribution
or the allotment of any rights, or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a date as the record date for any
such determination of shareholders. Such date shall not be less than ten (10)
nor more than sixty (60) days before the date of any such meeting, nor more than
sixty (60) days before any other action. When a determination of shareholders of
record entitled to notice of or to vote at any meeting of shareholders has been
made as provided in this Section 4, such determination shall apply to any
adjournment thereof, unless the Board of Directors fixes a new record date for
the adjourned meeting or further notice is required by statute. If no record
date is fixed, it shall be determined by statute.

               SECTION 6. QUORUM. Unless otherwise provided by statute or by the
Certificate of Incorporation, the holders of a majority of the votes of shares
issued and outstanding and entitled to vote thereat, represented in person or by
proxy, shall constitute a quorum at any meeting of shareholders for the
transaction of business. When a quorum is once present to organize a meeting, it
shall not be broken by the subsequent withdrawal of any shareholders. At any
time a quorum is not present at a meeting of the shareholders, a majority of the
shareholders present in person or by proxy and entitled to vote thereat may
adjourn the meeting from time to time, without notice other than an announcement
at the meeting of the place, date and hour of the adjourned meeting, until a
quorum shall be present, and at the adjourned meeting at which a quorum is
present any business may be transacted that might have been transacted at the
meeting as originally called.

               SECTION 7. WAIVERS. Notice of meeting need not be given to any
shareholder who signs and submits a waiver of notice, in person or by proxy,
whether before or after the meeting. The attendance of any shareholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting shall constitute a waiver of
notice by such shareholder.

               SECTION 8. PROXIES. Every shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent without a meeting may
authorize another person or other persons to act for him or her by proxy, in the
manner and to the extent provided by statute.

               SECTION 9. QUALIFICATION OF VOTERS. Every shareholder of record
shall be entitled at every meeting of the shareholders to one vote for each
share standing in his or her name on the record of shareholders of the
Corporation, unless otherwise provided by statute, by the Certificate of
Incorporation or by these By-laws.

               SECTION 10. ORDER OF BUSINESS. For business properly to be
brought before a meeting by a shareholder (including, without limitation, the
nomination of a person or persons to the Board of Directors), the shareholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation. To be timely, a shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation (a) in
the case of a special meeting of shareholders, not fewer than sixty (60) days or
more than ninety (90) days prior to the



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meeting at which such business will be considered; provided, however, that, if
fewer than sixty (60) days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be timely
must be received not later than the close of business on the earlier of (i) the
tenth day following the day on which such notice of the date of the meeting was
mailed or such public disclosure was made or (ii) the last business day prior to
the meeting date; and (b) in the case of an annual meeting of shareholders, not
fewer than one hundred twenty (120) days in advance of the date on which the
Corporation first mailed its proxy materials for the previous year's annual
meeting of shareholders; provided, however, that if the date of the annual
meeting has changed by more than thirty (30) days from the prior year, notice by
the shareholder to be timely must be received not later than the close of
business on the later of (i) one hundred twenty (120) days prior to the date of
first mailing the proxy materials for the current year or (ii) the tenth day
following the day on which public disclosure of such changed meeting date was
made. To be in proper written form, a shareholder's notice to the Secretary
shall set forth in writing as to each matter the shareholder proposes to bring
before the meeting: (w) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting; (x) the name and address, as they appear on the Corporation's books, of
the shareholder proposing such business; (y) the class and number of shares of
the Corporation that are held of record and that are beneficially owned by such
shareholder; and (z) any material interest of such shareholder in such business.
If the business proposed to be brought before the meeting by a shareholder
involves the nomination of a person or persons to the Board of Directors, the
notice to the Secretary also shall set forth all the information relating to the
person or persons that is required to be disclosed in solicitations of proxies
for election of directors, or is otherwise required, pursuant to Regulation 14A
under the Securities Exchange Act of 1934. Notwithstanding anything else in
these By-laws to the contrary, no business shall be conducted at a meeting of
shareholders that contravenes the procedures set forth in this Section 10. The
chairman of a meeting shall, if the facts warrant, determine that business was
not properly brought before the meeting in accordance with the provisions of
this Section 10 and, if the chairman of the meeting should so determine, any
such business not properly brought before the meeting shall not be transacted
and a declaration to such effect shall be made to the meeting. The Board of
Directors of the Company shall be entitled to make such rules or regulations for
the conduct of meetings of shareholders as it shall deem necessary, appropriate
or convenient. Subject to such rules and regulations of the Board of Directors,
if any, the chairman of the meeting shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such chairman, are necessary, appropriate or convenient for the
proper conduct of the meeting, including, without limitation, establishing an
agenda or order of business for the meeting, rules and procedures for
maintaining order at the meeting and the safety of those present, limitations on
participation in such meeting to shareholders of record of the Company and their
duly authorized and constituted proxies, and such other persons as the Chairman
shall permit, restrictions on entry to the meeting after the time fixed for the
commencement thereof, limitations on the time allotted to questions or comment
by participants and regulation of the opening and closing of the polls for
balloting on matters which are to be voted on by ballot. Unless, and to the
extent, otherwise determined by the Board of Directors or the chairman of the
meeting, meetings of shareholders shall not be required to be held in accordance
with rules of parliamentary procedure.

               SECTION 11. VOTING. Unless otherwise provided by statute or by
the Certificate of Incorporation, all elections for directors shall be
determined by a plurality of the votes cast, whether in person or by proxy, at a
meeting of shareholders by the holders of shares entitled to vote in the



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election, and all other corporate action shall be by a majority of the votes
properly cast at a meeting of shareholders, whether in person or by proxy. All
voting for the election of directors shall be by ballot.

               SECTION 12. LIST OF SHAREHOLDERS. A list of shareholders as of
the record date, certified by the corporate officer responsible for its
preparation or by a transfer agent, shall be produced at any meeting upon the
request thereat or prior thereto of any shareholder. If the right to vote at any
meeting is challenged, the inspectors of the election, or person presiding
thereat, shall require such list of shareholders to be produced as evidence of
the right of the persons challenged to vote at such meeting, and all persons who
appear from such list to be shareholders entitled to vote thereat may vote at
such meeting.

               SECTION 13. INSPECTORS OF ELECTION. Prior to the holding of each
annual or special meeting of the shareholders, one or more inspectors of
election to serve thereat shall be appointed by the Board of Directors, or, if
the Board shall not have made such appointment, by the Chairman of the Board or
the President. If there shall be a failure to appoint an inspector, or if, at
any such meeting, the inspector or inspectors so appointed shall be absent or
shall fail to act or the office shall become vacated, the chairman of the
meeting may, and at the request of a shareholder present in person and entitled
to vote at such meeting shall, appoint such inspector or inspectors of election
to act thereat. The inspector or inspectors of election so appointed to act at
any meeting of the shareholders, before entering upon the discharge of their
duties, shall be sworn faithfully to execute the duties of inspector at such
meeting, with strict impartiality and according to the best of his or her
ability, and the oath so taken shall be subscribed by such inspector. Such
inspector or inspectors of election shall take charge of the polls, and, after
the voting on any question, shall make a certificate of the results of the vote
taken. No director or candidate for the office of director shall act as an
inspector of an election of directors. Inspectors need not be shareholders.


                        ARTICLE III - BOARD OF DIRECTORS

               SECTION 1. NUMBER, QUALIFICATION AND TERM OF OFFICE. The business
of the Corporation shall be managed under the direction of the Board of
Directors. The number of directors that shall constitute the whole Board of
Directors shall be fixed exclusively by one or more resolutions adopted by the
Board of Directors. The directors need not be residents of the State of New York
and need not be shareholders. No decrease in the number of directors shall
shorten the term of an incumbent director. Members of the Board of Directors
shall be elected at each annual meeting of shareholders in accordance with and
subject to the provisions of the Certificate of Incorporation. Directors so
elected shall serve until their successors have been elected and qualified or
until an earlier resignation, removal or other displacement from office as
provided in these By-laws.

               SECTION 2. PLACE OF MEETINGS. The Board of Directors may hold its
meetings, regular or special, at such place or places, within or without the
State of New York, as the Board of Directors may from time to time determine or
as may be specified in the notice of any meeting.



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               SECTION 3. ANNUAL MEETINGS. An annual meeting of the Board of
Directors shall be held following the annual meeting of the shareholders for the
purposes of electing officers of the Corporation and the committees of the Board
of Directors and transacting any other business which may properly come before
the meeting. Notice of annual meetings of the Board of Directors need not be
given in order legally to constitute the meeting, provided a quorum shall be
present.

               SECTION 4. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at times and dates fixed by the Board or at such other
times and dates as the Chairman or President shall determine and as shall be
specified in the notice of such meetings. Notice of regular meetings of the
Board of Directors need not be given except as otherwise required by statute or
these By-laws.

               SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Secretary of the Corporation upon the written
request of the Chairman or President or any two directors.

               SECTION 6. NOTICE OF MEETINGS. Notice of each special meeting of
the Board of Directors (and of each regular meeting for which notice shall be
required) shall be given by the Secretary as hereinafter provided in this
Section 6, which notice shall state the time, place and, if required by statute
or these By-laws, the purposes of such meeting. Notice of each such meeting
shall be mailed, postage thereon prepaid, to each director, by first-class mail,
at least four days before the day on which such meeting is to be held, or shall
be sent by facsimile transmission or comparable medium, or be delivered
personally or by telephone, at least twenty-four hours before the time at which
such meeting is to be held. Any meeting of the Board of Directors shall be a
legal meeting without notice thereof having been given, if all the directors of
the Corporation then holding office shall be present thereat.

               SECTION 7. WAIVERS. Notice of a meeting need not be given to any
director who signs a waiver of notice, whether before or after the meeting. The
attendance of any director at a meeting without protesting prior to the meeting
or at its commencement the lack of notice of such meeting, shall constitute a
waiver of notice by such director.

               SECTION 8. QUORUM. Unless otherwise provided by statute, the
Certificate of Incorporation or these By-laws, a majority of the entire Board of
Directors shall constitute a quorum for the transaction of business or of any
specified item of business. At any time a quorum is not present at a meeting of
the Board of Directors, a majority of the directors participating may adjourn
the meeting from time to time until a quorum shall be present thereat; and
notice of any adjournment to another time or place shall be given to the
directors who were absent at the time of the adjournment and, unless the new
time and place are announced at the meeting to be adjourned, to the other
directors.

               SECTION 9. MEETING PARTICIPATION WITHOUT PHYSICAL PRESENCE. Any
one or more members of the Board of Directors or of any committee thereof may
participate in a meeting of the Board of Directors or of such committee by means
of conference telephone or similar



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communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.

               SECTION 10. ACTION OF THE BOARD. Unless otherwise provided by
statute, the Certificate of Incorporation or these By-laws, the vote of a
majority of the directors at any meeting at which a quorum is present shall be
the act of the Board of Directors. Each director shall have one vote regardless
of the number of shares, if any, which he or she may hold.

               SECTION 11. ACTION BY CONSENT WITHOUT A MEETING. Any action
required or permitted to be taken by the Board of Directors or any committee
thereof may be taken without a meeting if all members of the Board or of such
committee consent in writing to the adoption of a resolution authorizing such
action. The written consent or consents to each such action, including the
resolutions adopted thereby, shall be filed with the minutes of the proceedings
of the Board of Directors or of the committee taking such action.

               SECTION 12. EXECUTIVE AND OTHER COMMITTEES. The Board of
Directors, by resolution adopted by a majority of the entire Board, may
designate from among its members an executive committee and other committees,
each consisting of one (1) or more directors, and each of which shall have all
the authority of the Board of Directors to the extent provided in the
resolution, except as otherwise provided by statute. Each such committee shall
serve at the pleasure of the Board of Directors and shall keep minutes of its
meetings and report the same to the Board of Directors as and when requested by
the Board and shall observe such other procedures with respect to its meetings
as are provided in these By-laws or, to the extent not provided herein, as may
be provided by the Board of Directors in the resolution appointing such
committee or as may be adopted by the Board of Directors thereafter.

               SECTION 13. REMOVAL. Unless otherwise provided by statute, any or
all directors may be removed for cause by vote of the shareholders or by action
of the Board of Directors at a special meeting called for that purpose.

               SECTION 14. RESIGNATION. Any director may resign at any time by
giving written notice to the Board of Directors, the President or the Secretary
of the Corporation. Unless otherwise specified in the notice, the resignation
shall take effect upon receipt thereof by the Board of Directors or such
officer, and acceptance of the resignation shall not be necessary to make it
effective.

               SECTION 15. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly
created directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason shall be filled in
accordance with and subject to the provisions of the Certificate of
Incorporation.

               SECTION 16. COMPENSATION. The Board of Directors, by resolution
and irrespective of any personal interest of any of its members, shall have the
authority to establish reasonable compensation and fix reimbursement for
reasonable expenses of all directors for their services to the Corporation as
directors, officers or otherwise.



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                              ARTICLE IV - OFFICERS

               SECTION 1. OFFICERS. The officers of the Corporation shall
include the Chairman, the President, one or more Vice Presidents (one or more of
whom may be designated as Executive Vice Presidents or as Senior Vice Presidents
or by other designations), the Secretary, the Treasurer and such other officers
as the Board of Directors may from time to time deem necessary, each of whom
shall have such duties, powers and functions as provided in these By-laws and as
may be determined from time to time by resolution of the Board of Directors. Two
or more offices may be held by the same person; provided, however, that no
officer shall execute, acknowledge or verify any instrument in more than one
capacity. Each of the officers shall, when requested, consult with and advise
the other officers of the corporation.

               SECTION 2. ELECTION OR APPOINTMENT AND TERM OF OFFICE. Each
officer shall be elected or appointed by the Board of Directors to hold office
until the next annual meeting of the Board of Directors and until his or her
successor is elected or appointed and qualified, or until such earlier date as
shall be prescribed by the Board of Directors at the time of his or her election
or appointment or until an earlier resignation, removal or displacement from
office. Any officer elected or appointed by the Board of Directors may be
removed at any time, with or without cause, by vote of a majority of the Board
of Directors.

               SECTION 3. VACANCIES. In the event of the resignation, removal or
other displacement from office of an officer elected or appointed by the Board
of Directors, the Board, in its sole discretion, may elect or appoint a
successor to fill the unexpired term.

               SECTION 4. THE CHAIRMAN. The Chairman shall, together with the
President, have general direction over the day-to-day business of the
Corporation, subject to the control and direction of the Board of Directors. The
Chairman shall, when present, preside as chairman at all meetings of the
shareholders and of the Board of Directors. The Chairman shall, in the absence
or incapacity of the President, perform all duties and functions and exercise
all the powers of the President. The Chairman shall also have such other powers
and perform such other duties required by statute or by these By-laws or as the
Board of Directors may from time to time determine. Any reference to the
Chairman in these By-laws shall be deemed to mean, if there are Co-Chairmen,
either Co-Chairman, each of whom may exercise the full powers and authorities of
the office.

               SECTION 5. THE PRESIDENT. The President shall, together with the
Chairman, have general direction over the day-to-day business of the
Corporation, subject to the control and direction of the Board of Directors. In
the absence of the Chairman, the President shall preside at meetings of the
shareholders and of the Board of Directors. The President shall, in the absence
or incapacity of the Chairman, perform all duties and functions and exercise all
the powers of the Chairman. The President shall also have such other powers and
perform such other duties required by statute or by these By-laws or as the
Board of Directors may from time to time determine.

               SECTION 6. VICE PRESIDENTS. Each Vice President shall have such
powers and perform such duties as from time to time may be assigned to him or
her by the Board of Directors or be delegated to him or her by the Chairman or
by the President. In the absence or inability to



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perform of the Chairman and the President, the Vice President (or if there is
more than one Vice President, then the Executive Vice President) shall have all
the powers and functions of the President.

               SECTION 7. TREASURER. The Treasurer shall have the safekeeping
and custody of the corporate funds and other valuable effects, including
securities, shall keep full and accurate accounts of receipts and disbursements
in books belonging to the Corporation, and shall deposit all money 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. The Treasurer shall
disburse the funds of the Corporation under the direction of the President or
the Chairman, taking proper vouchers for such disbursements, and render to the
President and the Chairman at the annual and regular meetings of the Board of
Directors, or whenever the President or the Chairman require it, an account of
all transactions as Treasurer and of the financial condition of the Corporation.
The Treasurer shall make a full financial report at the annual meeting of
shareholders. The Treasurer shall also have such other powers and perform such
other duties incident to the office of Treasurer required by statute or by these
By-laws or as the Board of Directors may from time to time determine.

               SECTION 8. SECRETARY. The Secretary shall keep or cause to be
kept in one or more books provided for such purpose, the minutes of all meetings
of the Board of Directors, shareholders and committees of the Board of
Directors, see that all notices are duly given in accordance with the provisions
of these By-laws and as required by law and see that the books, reports,
statements, certificates and other documents and records required by law to be
kept and filed are properly kept and filed. The Secretary shall also have such
other powers and perform such other duties incident to the office of Secretary
required by law or by these By-laws or as the Board of Directors may from time
to time determine.

               SECTION 9. DESIGNATED OFFICERS. (a) Chief Executive Officer.
Either the Chairman or the President, or both, as the Board of Directors may
designate, shall be the Chief Executive Officer of the Corporation. The officer
so designated shall have, in addition to the powers and duties applicable to his
or her office set forth in this Article IV, general and active supervision and
direction over the business and affairs of the Corporation and over its several
officers, agents and employees, subject, however, to the control of the Board of
Directors. The Chief Executive Officer shall also have such other powers and
duties incident to the designated position of Chief Executive Officer as the
Board of Directors may from time to time determine. Any reference to the Chief
Executive Officer in these By-laws shall be deemed to mean, if there is a
Co-Chief Executive Officer, either Co-Chief Executive Officer, each of whom may
exercise the full powers and authorities of the designated position of Chief
Executive Officer.

                      (b) Other Designated Officers. The Board of Directors may
from time to time designate officers to serve as Chief Financial Officer, Chief
Accounting Officer and other such designated positions and to fulfill the
responsibilities of such designated positions in addition to the powers and
duties applicable to his or her office as set forth in this Article IV. Such
designated officers shall also have such other powers and duties incident to his
or her designated position as the Board of Directors may from time to time
determine.



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               SECTION 10. COMPENSATION. The salaries and other compensation of
all officers elected by the Board of Directors shall be fixed from time to time
by or under the direction of the Board of Directors.


              ARTICLE V - INDEMNIFICATION OF DIRECTORS AND OFFICERS

               The Corporation shall, to the fullest extent permitted by
applicable law as in effect at any time, indemnify any director (and may
indemnify any officer) made, or threatened to be made, a party to an action or
proceeding, whether civil or criminal, including an action by or in the right of
any other corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
which any director or officer of the Corporation served in any capacity at the
request of the Corporation, by reason of the fact that he or she, his or her
testator or intestate, was a director or officer of the corporation, or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses, including reasonable attorneys' fees
incurred as a result of such action or proceeding, or any appeal therein;
provided that to the extent prohibited by applicable law no indemnification may
be made to or on behalf of any director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his or her acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
or she personally gained in fact a financial profit or other advantage to which
he or she was not legally entitled. The right to indemnification pursuant to
this Article V is intended to be retroactive and shall, to the extent permitted
by applicable law, be available with respect to events occurring prior to the
adoption hereof and shall continue to exist after any future rescission or
restrictive modification hereof with respect to any alleged cause of action that
accrues, or any other incident or matter that occurs, prior to such rescission
or modification.


                               ARTICLE VI - SHARES

               SECTION 1. CERTIFICATES FOR SHARES. The certificates for shares
of the Corporation shall be in such form as shall be determined by the Board of
Directors, and shall be numbered and entered in the books of the Corporation as
they are issued. Each certificate shall exhibit the registered holder's name,
the number and class of shares, and the designation of any series, if any, that
it evidences, and shall set forth such other statements as may be required by
statute. Each certificate shall be signed by the Chairman or the President and
by the Secretary or the Treasurer, any or all of whose signatures may be
facsimile if such certificate is countersigned by a transfer agent or registered
by a registrar. Each certificate may be sealed with the seal of the Corporation
or a facsimile thereof. In case any one or more of the officers who have signed
or whose facsimile signatures appear on any such certificate shall cease to be
such officer or officers of the Corporation, whether because of resignation,
removal or other displacement from office, before such certificate is issued and
delivered, it may nonetheless be issued and delivered with the same effect as if
such officer or officers had continued in office.



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               SECTION 2. LOST, MUTILATED, STOLEN OR DESTROYED CERTIFICATES. The
Board of Directors may direct a new certificate or new certificates be issued in
place of any certificate theretofore issued by the Corporation alleged to have
been lost, mutilated, stolen or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the Corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost, mutilated, stolen or
destroyed.

               SECTION 3. TRANSFER AGENT AND REGISTRAR; REGULATIONS. The Board
of Directors may appoint transfer agents or registrars, or both, and may require
all share certificates to bear the signature of either or both. The Board of
Directors may make such additional rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the Corporation.

               SECTION 4. TRANSFER OF SHARES. 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, the Corporation shall issue or cause the transfer agent
to issue a new certificate to the person entitled thereto, shall cancel the old
certificate and shall record such transfer upon the books of the corporation.

               SECTION 5. CANCELLATION OF CERTIFICATES. Each certificate for
shares to be canceled shall be marked "CANCELED" across the face thereof by the
Secretary, with the date of cancellation, and the transaction shall be
immediately recorded in the certificate book opposite the memorandum of issue.
The canceled certificate should be inserted thereafter in the certificate book.

               SECTION 6. CONTINGENT INTEREST IN SHARES. No entry shall be made
in the books of the Corporation or on any certificate for shares that any person
is entitled to any future, limited or contingent interest in any share.

               SECTION 7. UNCERTIFICATED SHARES. The Board of Directors may in
its discretion authorize the issuance of shares which are not represented by
certificates and provide for the registration and transfer thereof on the books
and records of the Corporation or any transfer agent or registrar so designated.

               SECTION 8. SHAREHOLDER RECORDS. The names and addresses of the
persons to whom shares are issued, and the number of shares and the dates of
issue and any transfer thereof, whether in certificated or uncertificated form,
shall be entered on records kept for that purpose. The stock transfer records
and the blank stock certificates shall be kept by the transfer agent, or by the
treasurer, or such other officer as shall be designated by the Board of
Directors for that purpose.



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                              ARTICLE VII - GENERAL

               SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall
be fixed and may from time to time be changed by resolution of the Board of
Directors.

               SECTION 2. SEAL. The seal of the Corporation, if any, shall be
circular in form and bear the name of the Corporation, the year of its
organization and the words "Corporate Seal New York." The seal may be used by
causing it or a facsimile thereof to be impressed, affixed or reproduced
directly on the instrument or writing to be sealed.

               SECTION 3. INSTRUMENTS AND DOCUMENTS. All corporate instruments
and documents shall be signed, countersigned, executed, verified or acknowledged
by such officers or other person or persons as the Board of Directors may from
time to time designate.

               SECTION 4. AMENDMENTS. These By-laws may be amended or repealed
or new By-laws may be adopted by the shareholders at any annual or special
meeting if the notice thereof mentions that amendment or repeal or the adoption
of new By-laws is one of the purposes of such meeting; provided, however, that
the provisions of the By-laws relating to the Board of Directors and meetings of
shareholders may be amended or modified only by (i) the affirmative vote of the
holders of at least 80% of voting power of all the then-outstanding shares of
voting stock of the corporation entitled to vote at an election of directors,
voting together as a single class, or (ii) the affirmative vote of a majority of
the total number of directors then in office. These By-laws may also be amended
or repealed or new By-laws may be adopted by the affirmative vote of a majority
of the Board of Directors given at any meeting, if the notice thereof mentions
that amendment or repeal or the adoption of new By-laws is one of the purposes
of such meeting. If any By-laws relating to the election of directors or
meetings of shareholders are amended, notice of such amendment shall be given to
shareholders to the extent required.



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