<PAGE>   1
                                                                   EXHIBIT 3(b)



                                                         IN EFFECT May 22, 1998




                                     BY-LAWS

                                       OF

                               DEAN FOODS COMPANY


                                    ARTICLE I

                                     OFFICES




               Section l.  Registered Office. The registered office of the 
          corporation required by The General Corporation Law of the State of  
AMENDED   Delaware shall be established and maintained at the office of The  
10/3/86   Corporation Trust Company, 1209 Orange Street, in the City of 
          Wilmington, State of Delaware, and the address of the registered 
          office may be changed from time to time by the Board of 
          Directors.    

               Section 2.  Principal Office. The principal office of the
          corporation shall be located at 3600 North River Road, Franklin Park,
          Illinois. The corporation may have such other offices, either within
          or without the State of Delaware, as the business of the corporation
          may require from time to time.


                                   ARTICLE II

                                  STOCKHOLDERS

               Section l.  Annual Meeting. The annual meeting of stockholders 
          for the election of directors and for the transaction of such other
AMENDED   business as may be properly brought before the meeting shall
5/22/98   be held at such place, either within or without the State of
          Delaware, and at such time and date as the Board of Directors, by
          resolution, shall determine and as set forth in the notice of the
          meeting.

               Section 2.  Special Meeting. Special meetings of the stockholders
          may be called by the Chairman of the Board or the President and shall
AMENDED   be called by the Secretary at the written request (meeting the
5/31/85   requirements set forth in the Certificate of Incorporation) of
          either a majority of the Board of Directors, or the holders of at
          least 80% of the outstanding shares of Common Stock of the
          corporation. Such special meetings may be held at such time and place,
          within or without the State of Delaware, and for such purpose or
          purposes as shall be stated in the notice of the meeting.


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               Section 3.  Notice of Meetings. Except as otherwise provided by
          statute, written or printed notice stating the place, day and hour of
          the meeting and, in case of a special meeting, the purpose or purposes
          for which the meeting is called, shall be delivered not less than ten
          days nor more than fifty days before the date of the meeting, either
          personally or by mail, by or at the direction of the Secretary, 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 in a sealed envelope addressed to the
          stockholder at his last known post office address as it appears on the
          stock record books of the corporation, with postage thereon prepaid.
          When a meeting is adjourned to another time or place, notice need not
          be given of the adjourned meeting if the time and place thereof are
          announced at the meeting at which the adjournment is taken, unless the
          adjournment is for more than thirty days or a new record date is fixed
          for the adjourned meeting.

               Section 4.  Record Dates. For the purpose of determining
          stockholders entitled to notice of or to vote at any meeting of
          stockholders at 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, or for the purpose of any other
          lawful action, the Board of Directors may fix, in advance, a record
          date, which shall not be more than sixty nor less than ten days before
          the date of such meeting, or more than sixty days prior to any other
          action. If no record date is fixed:

                    (a) The record date for determining stockholders entitled to
               notice of or to vote at a meeting of stockholders shall be the
               close of business on the day next preceding the day on which
               notice is given,

                    (b) The record date for determining stockholders for any
               other purpose shall be the close of business on the day on which
               the Board of Directors adopts the resolution or resolutions
               relating thereto.

          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 no event shall the stock
          transfer books of the corporation be closed.

               Section 5.  List of Voting Stockholders. The officer who has
          charge of the stock ledger of the corporation shall prepare and make,
          at least ten days before every meeting of stockholders, a complete
          list of the stockholders entitled to vote at the meeting, arranged in
          alphabetical order and showing the address of 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, and the list shall be produced and kept at the time and
          place of the meeting during the whole time thereof, and may be
          inspected by any stockholder who is present.




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               Section 6.  Quorum. The holders of a majority of the stock issued
          and outstanding and entitled to vote thereat, present in person or
          represented by proxy, shall constitute a quorum at all meetings of the
          stockholders for the transaction of business except as otherwise
          provided by statute or by the Certificate of Incorporation. If,
          however, such quorum shall not be present or represented at any
          meeting of the stockholders, the stockholders entitled to vote thereat
          present in person or represented by proxy, shall have power to adjourn
          the meeting from time to time, without notice other than announcement
          at the meeting, until a quorum shall be present or represented. At
          such adjourned meeting at which a quorum shall be present or
          represented by proxy any business may be transacted which might have
          been transacted at the meeting as originally notified.

               Section 7.  Voting. Each stockholder entitled to vote in
          accordance with the terms of the Certificate of Incorporation, of the
          resolution or resolutions of the Board of Directors setting forth the
          voting powers, if any, of the holders of any series of Preferred
          Stock, or of these By-Laws shall be entitled to one vote, in person or
          by proxy, for each share of stock entitled to vote held by such
          stockholder, but no proxy shall be voted after three years from its
          date unless such proxy provides for a longer period. All elections or
          directors shall be decided by plurality vote; all other questions
          shall be decided by majority vote except as otherwise provided by the
          Certificate of Incorporation, by the resolution or resolutions of the
          Board of Directors setting forth the voting rights, if any, of the
          holders of any series of Preferred Stock, or by the laws of the State
          of Delaware.

               Section 8.  Voting of Shares by Certain Holders.

                    (a) Shares standing in the name of another corporation,
               domestic or foreign, may be voted by such officers, agent or
               proxy as the By-Laws of such corporation may prescribe, or, in
               the absence of such provision, as the Board of Directors of such
               corporation may determine.

                    (b) Shares standing in the name of a deceased person may be
               voted by his administrator or his executor either in person or by
               proxy, but no guardian, conservator or trustee shall be entitled,
               as such fiduciary, to vote shares held by him without a transfer
               of such shares into his name. 

                    (c) Shares standing in the name of receiver may be voted by 
               such receiver, and shares held by or under the control of a
               receiver may be voted by such receiver without the transfer
               thereof into his name, if authority so to do be contained in an
               appropriate order of the court by which such receiver was
               appointed, and a certified copy of such order is filed with the
               Secretary of the corporation before or at the time of the
               meeting.

                    (d) A stockholder whose shares are pledged shall be entitled
               to vote such shares unless in the transfer by the pledgor on the
               books of the corporation he has expressly empowered the pledgee
               to vote thereon, in which case only the pledgee or his proxy may
               represent such stock and vote thereon.


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                    (e) If shares or other securities having voting power stand
               in names of two or more persons, or if two or more persons have
               the same fiduciary relationship respecting the same shares,
               unless the Secretary of the corporation is given written notice
               to the contrary and is furnished with a copy of the instrument or
               order appointing them or creating the relationship wherein it is
               so provided, their acts with respect to voting shall have the
               following effect:

                        (l)  The act of the majority voting binds all;

                        (2)  In all other cases, the effect provided by the laws
                             of the State of Delaware.

                    (f) Shares of the corporation belonging to it shall not be
               voted, directly or indirectly, at any meeting, and shall not be
               counted in determining the total number of outstanding shares at
               any given time, but shares of the corporation held by it in a
               fiduciary capacity may be voted and shall be counted in
               determining the number of outstanding shares at any given time.

               Section 9. Proxies. At all meetings of stockholders, a
          stockholder may vote in person or by written proxy filed with the
          Secretary of the corporation before or at the time of the meeting. To
          revoke his proxy as to any matter before the meeting, a stockholder
          must deliver written notice to that effect to the Secretary before
          that matter is submitted to a vote of the stockholders.

               Section 10. Advance Notice of Stockholder Nominations and
          Stockholder Business. Nominations of persons for election to the Board
          of Directors and the proposal of business to be transacted by the
          stockholders may be made at an annual or special meeting of the
          stockholders only (a) pursuant to the corporation's notice with
          respect to such meeting, (b) by or at the direction of the Board of
AMENDED   Directors or (c) by any stockholder of the corporation who was a
5/22/98   stockholder of record on the record date set with respect to such 
          meeting as provided for in Section 4, who is entitled to vote at
          the meeting and who has complied with the notice procedures set forth
          in this Section 10. For nominations or other business to be properly
          brought before an annual or special meeting by a stockholder pursuant
          to clause (c) above, the stockholder must give timely notice thereof
          in writing to the Secretary of the corporation and such business must
          be a proper matter for stockholder action under the General
          Corporation Law of the State of Delaware (the "General Corporation
          Law") and a proper matter for consideration at such meeting under the
          Certificate of Incorporation and these By-Laws. To be timely, (i) in
          the case of special meetings of the stockholders and in the case of
          the corporation's 1998 annual meeting of stockholders, a stockholder's
          notice must be delivered to the Secretary at the principal executive
          offices of the corporation not earlier than the 90th day prior to such
          meeting and not later than the close of business on the later of the
          60th day prior to such meeting or the 10th day following the day on
          which public announcement of the date of such meeting is first made
          and (ii) in the case of all annual


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          meetings of stockholders subsequent to the 1998 annual meeting, a
          stockholder's notice must be delivered to the Secretary at the
          principal executive offices of the corporation not less than 60 days
          nor more than 90 days prior to the first anniversary of the preceding
          year's annual meeting of stockholders; provided, however, that in the
          event that the date of the annual meeting is more than 30 days prior
          to or more than 60 days after such anniversary date, notice by the
          stockholder to be timely must be so delivered not earlier than 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. Such stockholder's notice shall
          set forth (a) as to each person whom the stockholder proposes to
          nominate for election or reelection as a director, all information
          relating to such person that is required to be disclosed in
          solicitations of proxies for election of directors, or is otherwise
          required, in each case pursuant to Regulation 14A under the Securities
          Exchange Act of 1934, as amended (the "Exchange Act") (including, if
          so required, 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 such business, 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 and of such beneficial owner as they appear on the
          corporation's books 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. Persons nominated by
          stockholders to serve as directors of the corporation who have not
          been nominated in accordance with this Section 10 shall not be
          eligible to serve as directors. Only such business shall be conducted
          at an annual or special meeting of stockholders as shall have been
          brought before the meeting in accordance with this Section 10. The
          chairman of the meeting shall determine whether a nomination or any
          business proposed to be transacted by the stockholders has been
          properly brought before the meeting and, if any proposed nomination or
          business has not been properly brought before the meeting, the
          chairman shall declare that such proposed business or nomination shall
          not be presented for stockholder action at the meeting. For purposes
          of this Section 10, "public announcement" shall mean disclosure in a
          press release reported by the Dow Jones News Service, Associated Press
          or a comparable national news service. Nothing in this Section 10
          shall be deemed to affect any rights of stockholders to request
          inclusion of proposals in the corporation's proxy statement pursuant
          to Rule 14a-8 under the Exchange Act.



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                                   ARTICLE III

                               BOARD OF DIRECTORS

               Section l.  General Powers and Duties. The property, business and
          affairs of the corporation shall be managed by its Board of Directors.

               Section 2.  Number and Term of Office. The number of directors of
          the corporation shall be twelve. In accordance with Article Seventh of
AMENDED   the Certificate of Incorporation of the corporation, the directors 
5/22/98   shall be divided into three classes with staggered terms, with each 
          class to be as nearly equal in number as practicable. The directors of
          each class shall be elected for a term of office to expire at the
          third annual meeting of stockholders after their election, as provided
          in Article Seventh of the Certificate of Incorporation. Each director
          shall hold office until the expiration of his or her term and until
          his or her successor shall be elected.

               Section 3.  Resignations. Any director, member of a committee or
          other officer may resign at any time. Such resignation shall be made
          in writing and shall take effect at the time specified therein or, if
          no time be specified, at the time of its receipt by the President or
          Secretary of the corporation. The acceptance of a resignation shall
          not be necessary to make it effective.

               Section 4.  Vacancies. If the office of any director, member of a
          committee or other officer becomes vacant, the remaining directors in
          office, though less than a quorum, by majority vote may appoint any
          qualified person to fill such vacancy, which person shall hold office
          the unexpired term and until his successor shall be duly chosen.

               Section 5.  Increase or Decrease of Number. The number of 
AMENDED   directors may be increased or decreased by amendment of these By-Laws
1/26/96   by the affirmative vote of a majority of the directors, though less 
          than a quorum, and by like vote the additional directors may be
          chosen to hold office until the next annual election and until their
          successors are elected and qualified.

               Section 6.  Regular Meetings. The regular annual meeting of the
          Board of Directors shall be held without other notice than this By-Law
          as promptly as possible after the annual meeting of stockholders in
          each year. The place of such meeting shall be the same as that of the
          annual meeting of stockholders immediately preceding. The Board of
          Directors may provide, by resolution, the time and place, either
          within or without the State of Delaware, for the holding of additional
          regular meetings without notice other than such resolution.

               Section 7.  Special Meetings. Special meetings of the Board of
          Directors may be held at any time on the call of the Chairman of the
          Board or of the President and shall be called by the Chairman of the
AMENDED   Board or the President at the request in writing of any five (5)
5/13/85   directors. Special meetings of the Board of Directors may be held at 
          such place, either within or without the State of Delaware, as shall
          be specified or fixed in the call for such meeting or notice thereof.



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               Section 8.  Notice of Special Meetings. Notice of each special
          meeting shall be mailed by or at the direction of the Secretary to
          each director addressed to him at his residence or usual place of
          business at least three days before the day on which the meeting is to
          be held, or shall be sent to him by telegram, or be delivered
          personally, at least two days before the day on which the meeting is
          to be held. If mailed, such notice shall be deemed to be delivered
          when deposited in the United States mail in a sealed envelope so
          addressed, with postage thereon prepaid. If notice be given by
          telegraph, such notice shall be deemed to be delivered when the same
          is delivered to the telegraph company. Notice may be waived in writing
          by any director, either before or after the meeting. Neither the
          business to be transacted at, nor the purpose of, any regular or
          special meeting of the Board of Directors need be specified in the
          notice or waiver of notice of such meeting.

               Section 9.  Quorum. A majority of the total number of directors 
          as at the time specified by the By-Laws shall constitute a quorum for
          the transaction of business at any meeting of the Board of Directors.
          In the absence of a quorum, a majority of the directors present may
          adjourn the meeting from time to time until a quorum be had, and
          without other notice than by announcement at the meeting at which the
          adjournment has been taken.

               Section l0. Manner of Acting. Except as otherwise provided by
          statute, by the Certificate of Incorporation, as amended, or these
          By-Laws, 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.

               Section ll. Compensation. Directors shall receive such annual fee
          or meeting fee for their services as shall be established by
          resolution of the Board of Directors plus expenses of attendance at
          Board and Committee meetings, if any. The Board may also authorize the
          payment of a fee for the attendance of any director at meetings of
          Committees of the Board. Nothing herein contained shall be construed
          to preclude any director from serving the corporation in any other
          capacity and receiving his regular compensation therefor.

               Section l2. Executive Committee. An Executive Committee 
AMENDED   consisting of four members of the Board of Directors may be elected by
10/2/87   the Board of Directors. A chairman of said committee shall be elected 
          by the Board of Directors from among the members of the Executive
          Committee. Each director serving on the Executive Committee shall hold
          office until the Annual Meeting held next after his election and until
          his successor shall have been elected or qualified. If an Executive
          Committee is elected, it shall, during the intervals between the
          meetings of the Board of Directors, and so far as it lawfully may,
          possess and exercise all of the authority of the Board of Directors in
          the management of the business of the corporation, in all cases in
AMENDED   which specific directions shall not have been given by the Board of 
10/30/69  Directors, provided that notwithstanding the foregoing, the Executive 
          Committee shall not have authority:

               (l)  To take any action to amend the Certificate of
                    Incorporation;

               (2)  To adopt a plan of merger or plan of consolidation with
                    another corporation or corporations;


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               (3)  To recommend to the stockholders the sale, lease, exchange,
                    mortgage, pledge or other disposition of all or
                    substantially all of the property and assets of the
                    corporation if not made in the usual and regular course of
                    its business;

               (4)  To recommend to the stockholders a voluntary dissolution of
                    the corporation or a revocation thereof;

               (5)  To amend, alter or repeal the By-Laws of the corporation;

               (6)  To elect or remove officers of the corporation or members of
                    the Executive Committee;

               (7)  To fix the compensation of any member of the Executive
                    Committee; 

               (8)  To declare dividends;

               (9)  To amend, alter or repeal any resolution of the Board of
                    Directors which by its terms provides that it shall not be
                    amended, altered or repealed by the Executive Committee.

          The Executive Committee shall keep minutes of the proceeding of their
          meetings which shall be submitted to the Board of Directors at the
          next meeting of the Board if the Board shall so request. Three members
          of the Committee shall constitute a quorum for the transaction of
          business, provided that if any member or members thereof are absent
          from a meeting or disqualified from membership on the Committee, the
          remaining member or members thereof present at any meeting and not
          disqualified from voting (whether or not he or they would otherwise
          constitute a quorum) may unanimously appoint another member of the
          Board of Directors to act at the meeting in place of any such absent
          or disqualified member. Meetings of the Executive Committee shall be
          called upon the request of any member of the Executive Committee and
          notice of such meetings shall in each instance be given to each member
          of the Committee at least twenty-four hours before the meeting either
          orally or in writing. A fixed sum and expenses of attendance, if any,
          may be allowed and paid for attendance at each meeting of the
          Executive Committee, the amount of such sum to be designated by the
          Board of Directors.

               Section l3. Presumption of Assent. A director of the corporation
          who is present at a meeting of the Board of Directors at which action
          on any corporate matter is taken shall be conclusively presumed to
          have assented to the action taken unless his dissent shall be entered
          in the minutes of the meeting or unless he shall file his written
          dissent to such action with the person acting as the secretary of the
          meeting before the adjournment of the meeting. Such right to dissent
          shall be sent by registered mail to the Secretary of the corporation
          immediately after the adjournment of the meeting. Such right to
          dissent shall not apply to a director who voted in favor of such
          action.

               Section l4. Informal Action. 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 prior to such action a
          written consent thereto is signed by all members of the Board or of
          such committee, as the case may be, and such written consent is filed
          with the minutes of proceedings of the Board or committee.


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               Section l5. Presence at Meetings. Members of the Board of
          Directors or any committee thereof may participate in a meeting of
          such board or committee 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 shall
          constitute presence at such meeting.

               Section l6. Committees. The Board of Directors may, by resolution
          passed by a majority of the whole Board, designate one or more
          committees, each committee to consist of one or more of the directors
          of the corporation, which, to the extent provided in the resolution,
          shall have and may exercise all the powers and authority of the
ADDED     Board of Directors with respect to the management of the business
10/2/87   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 of the Board in
          reference to amending the Certificate of Incorporation (except that a
          committee may, to the extent authorized in the resolution or
          resolutions providing for the issuance of shares of stock adopted by
          the Board of Directors, fix the designations and any of the
          preferences or rights of such shares relating to dividends,
          redemption, dissolution, any distribution of assets of the corporation
          or the conversion into, or the exchange of such shares for, shares of
          any other class or classes or any other series of the same or any
          other class or classes of stock of the corporation or fix the number
          of shares of any series of stock or authorize the increase or decrease
          of the shares of any series), adopting an agreement of merger or
          consolidation, recommending to the stockholders the sale, lease or
          exchange of all or substantially all of the corporation's property and
          assets, recommending to the stockholders a dissolution of the
          corporation or a revocation of a dissolution, or amending these
          By-Laws; and, unless the resolution, these By-Laws or the Certificate
          of Incorporation expressly so provides, no such committee shall have
          the power or authority to declare a dividend, to authorize the
          issuance of stock or to adopt a Certificate of Ownership and Merger.
          Such committee or committees shall have such name or names as may be
          determined from time to time by resolution adopted by the Board of
          Directors and the Board 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. Additionally, in
          the absence or disqualification of any member of such committee or
          committees, the member or members thereof present at any meeting and
          not disqualified from voting, whether or not 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. Each committee
          shall keep regular minutes of its meetings and report the same to the
          Board of Directors when required."


                                   ARTICLE IV

                                COMPANY OFFICERS

               Section l.  Number. The officers of the corporation shall be a
AMENDED   Chairman of the Board, a President, one or more Vice Presidents, a
01/26/96  Secretary and a Treasurer, all of whom shall be elected by the 
          Board of Directors; and in addition, during such periods as an
          Executive Committee shall be appointed, the Board of Directors shall
          select one of the members thereof to fill the office of Chairman of
          the Executive Committee. The Board of Directors may elect or appoint
          one or more Assistant Secretaries, one or more Assistant Treasurers,
          and such other 


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          subordinate officers and agents as the Board may determine, to hold
          office for such period and with such authority and to perform such
          duties as may be prescribed by these By-Laws or as the Board may from
          time to time determine. Any two or more offices (including without 
AMENDED   limitation President, Chairman of the Board and Chairman of the
10/1/87   Executive Committee) may be held by the same person, except the 
          offices of President and Vice President, and the offices of President
          and Secretary.

               Section 2.  Election, Term of Office and Qualifications. The
          officers of the corporation shall be elected annually by the Board of
          Directors at the first meeting of the Board held after the annual
          meeting of stockholders. If the election of officers shall not be held
          at such meeting, such election shall be held as soon thereafter as the
          same can conveniently be held. Each officer shall hold his office
          until his successor shall have been duly elected and shall have
          qualified or until his death, resignation or removal. The Chairman of
          the Board and the Chairman of the Executive Committee (if any) shall
          be members of the Board, but none of the other officers need be a
          member of the Board. Election or appointment of an officer or agent
          shall not of itself create contract rights.

               Section 3.  Removal. Any of the officers or agents appointed by
          the Board of Directors may be removed by the Board of Directors,
          whenever in its judgment the best interest of the corporation will be
          served thereby, but such removal shall be without prejudice to the
          contract rights, if any, of the person so removed.

               Section 4.  Vacancies. A vacancy in any office because of death,
          resignation, removal, disqualification or otherwise may be filled by
          the Board of Directors for the unexpired portion of the term.

               Section 5.  Bonds. If the Board of Directors by resolution shall
          so require, any officer or agent of the corporation shall give bond to
          the corporation in such amount and with such surety as the Board of
          Directors may deem sufficient, conditioned upon the faithful
          performance of the respective duties and offices.

               Section 6.  Chairman of the Board; Chief Executive Officer.
AMENDED   The Chairman of the Board (and in his absence, disability, or at his
12/2/88   discretion, the President) shall be the chief executive officer of 
          the corporation. The Chairman of the Board shall preside at all
          meetings of stockholders and of the Board of Directors; and shall be
          the superior officer to all other officers of the corporation. Subject
          to the direction and authority of the Board of Directors, the Chairman
          of the Board shall be responsible for the implementation and direction
          of corporate policy, shall have authority over all officers of the
          corporation in the execution of the corporate policies as reflected in
          the orders and resolutions of the Board of Directors, and shall
          perform such other duties as may be prescribed by the Board of
          Directors from time to time.

               Section 7. President. Subject to the general control of the Board
          of Directors and the Chairman of the Board, the President shall be
AMENDED   the chief operating officer of the corporation and as such shall have
12/2/88   the active management of, and exercise detailed supervision over, the
          business and affairs of the corporation and over its several officers.
          In the absence or disability or at the direction of the Chairman of
          the Board, the President shall preside at all meetings of the
          stockholders and at meetings of the Board of Directors. Subject to
          such general control, the President shall perform all duties usually
          incident to the 



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          office of President and such other duties as may be prescribed by the
          Chairman of the Board or the Board of Directors from time to time.

AMENDED        Section 8.  The Vice Presidents.  In the absence or disability  
1/26/96   of the President, the Vice Presidents shall perform the  duties of 
          the  President, and the Vice Presidents shall perform such other
          duties as from time to time may be assigned to them by the
          Chairman of the Board, the President or the Board of Directors. The
          Board of Directors from time to time may determine the number and
          relative seniority of the Vice Presidents.

               Section 9.  Treasurer. The Treasurer shall have charge and 
          custody of, and be responsible for, all funds and securities of the
          corporation; receive and give receipts for monies due and payable to
          the corporation from any source whatsoever; deposit or cause to be
          deposited all monies in the name and to the credit of the corporation
          in such banks, trust companies or other depositaries as may be
          designated or selected by the Board of Directors; keep or cause to be
          kept full and accurate records and accounts of receipts and
          disbursements in books of the corporation and see that said books are
          kept in proper form and that they correctly show the financial
          transactions of the corporation; disburse or supervise the
          disbursement of the funds of the corporation as may be directed by the
          Board of Directors or by his superior officers, and take or cause to
          be taken proper vouchers for such disbursements; furnish to the Board
          of Directors, to any Executive Committee thereof, to the President,
          and to such other officers as the Board may designate, at such times
          as may be required, an account of all his transactions as Treasurer;
          be responsible under the direction of his superior officers, the Board
          of Directors, and any Executive Committee thereof, for activities
          relating to the obtaining and disbursement of capital; and in general,
          perform all of the duties incident to the office of Treasurer and such
          other duties as from time to time may be assigned to him by his
          superior officers, the Board of Directors, and any Executive Committee
          thereof. The books and papers of the Treasurer shall at all times be
          open to the inspection of the President and each member of the Board
          of Directors.

               Section l0. Secretary. The Secretary shall attend all meetings of
          the stockholders and of the Board of Directors and keep the minutes of
          such meetings in one or more books provided for that purpose; see that
          all notices are duly given in accordance with the provisions of these
          By-Laws, or as required by law; be custodian of the corporate records
          and of the seal of the corporation and see that the seal of the
          corporation or a facsimile thereof is affixed to or impressed on all
          certificates for shares prior to the issue thereof, and all documents,
          the execution of which on behalf of the corporation under its seal is
          duly authorized; sign with the Chairman of the Board, the President,
          or a Vice President certificates for shares of the corporation, the
          issue of which shall have been authorized by resolution of the Board
          of Directors; have general charge of the stock transfer books of the
          corporation and keep or cause to be kept the stock record and transfer
          books in such manner as to show at any time the total number of shares
          issued and outstanding, the names and addresses of the holders of
          record thereof as furnished to him by such record holders, the number
          of shares held by each and the time when each became such holder of
          record; see that the reports, statements, certificates and all other
          documents and records required by law are properly made, kept and
          filed; and in general, perform all duties incident to the office of
          Secretary and such other duties as from time to time may be assigned
          to him by his superior officers, the Board of Directors, and any
          Executive Committee thereof.

                                       11
<PAGE>   12

               Section 11. Assistant Treasurers. At the request of the
          Treasurer, or in his absence or disability, the Assistant Treasurers
          shall perform all duties of the Treasurer, and when so acting shall
          have all the powers of, and be subject to all the restrictions upon,
          the Treasurer. Any such Assistant Treasurer shall perform such other
          duties as from time to time may be assigned to him by his superior
          officers, the Board of Directors, and any Executive Committee thereof.

               Section l2. Assistant Secretaries. At the request of the
          Secretary, or in his absence or disability, the Assistant Secretaries
          shall perform the duties of the Secretary, including without
          limitation the signing, with the Chairman of the Board, the President
          or a Vice President, of certificates for shares of the corporation,
          and when so acting shall have all the powers of, and be subject to all
          the restrictions imposed upon, the Secretary. Any such Assistant
          Secretary shall perform such other duties as from time to time may be
          assigned to him by his superior officers, the Board of Directors, and
          any Executive Committee thereof.

               Section l3. Compensation. The compensation of the officers shall
          be fixed from time to time by the Board of Directors; provided that no
          officer shall be prevented from receiving such compensation by reason
          of the fact that he is also a director of the corporation.

               Section l4. Delegation of Duties. In case of the absence of
          disability to act of any officer of the corporation and of any person
          authorized to act in his place, the Board of Directors may, for the
          time being, delegate the powers and duties, or any of them, to any
AMENDED   other office or any director or other person whom it may select, and 
10/1/87   the President (or in his absence, the Chairman of the Board) shall 
          have the power to delegate such powers and duties subject to such
          action as the Board of Directors or any Executive Committee thereof,
          may take with respect to the same matter.


                                    ARTICLE V

                        DIVISIONS AND DIVISIONAL OFFICERS

               Section l.  Establishment of Divisions. The Board of Directors 
          may cause the business and operations of this corporation to be
          divided into one or more divisions, based upon product manufactured,
          geographical territory, character and type of operations, operating
          units or upon such other basis as the Board of Directors may from time
          to time determine to be advisable. Such divisions may operate under
          division or tradenames approved for such purpose by the Board of
          Directors and in such other manner as may be authorized by the Board.

               Section 2.  Divisional Officers. The Board of Directors of the
          corporation may appoint such officers of the division with such titles
          (such as President, Vice President, Secretary, Treasurer, Assistant
          Secretaries and Assistant Treasurers of such division) as may from
          time to time be deemed appropriate. Divisional officers shall have
          such authority with respect to the affairs of their respective
          divisions as officers with like titles generally have with respect to
          the affairs of any independent corporation or as may from time to time
          be assigned by the Chairman of the Board.

               With respect to the affairs of each division and in the regular
          course of its business, the officers of such division may sign
          contracts and other documents in the name of the division; provided,
          however, that 


                                       12
<PAGE>   13


          in no case shall the officer of any one division have authority to
          bind another division of the corporation or to bind the corporation
          except as to the business and affairs of the division of which he is
          an officer.


                                   ARTICLE VI

                         SHARES, CERTIFICATES FOR SHARES
                             AND TRANSFER OF SHARES

               Section l.  Regulation. The Board of Directors may make such 
          rules and regulations as it may deem expedient concerning the
          issuance, transfer and registration of certificates for shares of the
          corporation, including the appointment of transfer agents and
          registrars.

               Section 2.  Certificates for Shares. Certificates representing
          shares of the corporation shall be respectively numbered serially for
          each class of shares, or series thereof, as they are issued, shall be
          impressed with the corporate seal or a facsimile thereof, and shall be
          signed by the Chairman of the Board or the President or a Vice
          President and by the Treasurer or an Assistant Treasurer or the
          Secretary or an Assistant Secretary; provided that such signatures may
          be facsimile on any certificate countersigned by an independent
          transfer agent or its employee, or by an independent registrar or its
          employee. Each certificate shall exhibit the name of the corporation,
          state that the corporation is organized or incorporated under the laws
          of the State of Delaware, the name of the person to whom issued, the
          date of issue, the class (or series of any class) and number of shares
          represented thereby and the par value of the shares represented
          thereby or that such shares are without par value. If the corporation
          be authorized to issue stock of more than one class or of more than
          one series of any class, the 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 shall be set forth in full or
          summarized on the face or back of the certificates which the
          corporation shall issue to represent such class or series of stock;
          provided that, except as otherwise provided by law, in lieu of the
          foregoing requirement, there may set forth on the face or back of the
          certificates a statement that the corporation will furnish without
          charge to each stockholder who so requests the 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. Each certificate shall be otherwise in such form as may be
          prescribed by the Board of Directors and as shall conform to the rules
          of any Stock Exchange on which the shares may be listed.

               Section 3.  Cancellation of Certificates. All certificates
          surrendered to the corporation for transfer shall be cancelled and no
          new certificates shall be issued in lieu thereof until the former
          certificate for a like number of shares shall have been surrendered
          and cancelled, except as herein provided with respect to lost, stolen
          or destroyed certificates.

               Section 4.  Lost, Stolen or Destroyed Certificates. Any
          stockholder claiming that his certificate for shares is lost, stolen,
          or destroyed may make an affidavit or affirmation of that fact and
          lodge the same with the Secretary of the corporation, accompanied by a
          signed application for a new certificate. Thereupon, and upon the
          giving of a satisfactory bond of indemnity to the corporation not
          exceeding in amount double the value of the shares represented by such
          certificate, 


                                       13
<PAGE>   14


          such value to be determined by the President and Treasurer of the
          corporation, a new certificate may be issued of the same tenor and
          representing the same number, class and series of shares as were
          represented by the certificate alleged to be lost, stolen or
          destroyed.

               Section 5.  Transfer of Shares. Shares of the corporation shall 
          be subject to transfer on the books of the corporation by the holder
          thereof in person or by his duly authorized attorney, upon the
          surrender and cancellation of a certificate or certificates for a like
          number of shares. Upon presentation and surrender of a certificate for
          shares properly endorsed and payment of all taxes therefore, the
          transferee shall be entitled to a new certificate or certificates in
          lieu thereof. As against the corporation, a transfer of shares can be
          made only on the books of the corporation and in the manner
          hereinabove provided, and the corporation shall be entitled to treat
          the holder of record of any share as the owner thereof and shall not
          be bound to recognize any equitable or other claim to 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 statutes of the State of Delaware.


                                   ARTICLE VII

                             DIVIDENDS AND RESERVES

               Section l.  Dividends. Dividends upon the outstanding shares of
          the corporation (other than liquidating dividends) may be declared
          from its surplus or, in case there be no such surplus, out of its net
          profits for the fiscal year in which the dividend is declared and/or
          the preceding year. However, if the capital of the corporation shall
          have been diminished in any way to an amount less than the aggregate
          amount of the capital represented by the issued and outstanding stock
          of all classes having a preference upon the distribution of assets, no
          dividend shall be declared and paid out of such net profits until the
          deficiency in the amount of capital represented by the issued and
          outstanding stock of all classes having a preference upon the
          distribution of assets shall have been repaired. Subject to the
          provisions of the Certificate of Incorporation, as amended from time
          to time and to any other lawful commitments of the corporation, and
          subject to the provisions of statute, dividends may be declared and
          made payable at such times and in such amounts as the Board of
          Directors may from time to time determine. Dividends may be declared
          at any regular or special meeting of the Board and may be paid in cash
          or other property or in the form of a stock dividend.

               Section 2.  Reserves. Before declaring any dividend or making any
          distribution of net profits, the Board of Directors, from time to
          time, may set apart out of any funds of the corporation available for
          dividends, a reserve or reserves for working capital, or to meet
          contingencies, or for any other lawful purpose, and also, from time to
          time, may abolish or decrease any such reserve or reserves.

                                  ARTICLE VIII

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

               Section l.  Contracts. Any contract or instrument authorized by
          the Board of Directors or duly appointed Executive Committee may be
          executed by the Chairman of the Board, the President or any Vice
          President and attested by the Secretary, any Assistant Secretary, the
          Treasurer or any Assistant Treasurer. In addition, the Board of

                                       14

<PAGE>   15

          Directors may authorize any other officer or officers, agent or
          agents, to enter into any contract or execute and deliver any
          instrument in the name of and on behalf of the corporation, and such
          authority may be general or confined to specific instances.

               Section 2.  Loans. No loans shall be contracted on behalf of the
          corporation and no evidence of indebtedness shall be issued in its
          name, unless authorized by resolution of the Executive Committee or
          the Board of Directors. Such authority may be general or confined to
          specific instances.

               Section 3.  Checks, Drafts, Notes, etc. All checks, drafts or
          other orders for the payment of money and all notes or other evidences
          of indebtedness issued in the name of the corporation shall be signed
          by such officer or officers, agent or agents, of the corporation and
          in such manner as shall from time to time be determined by resolution
          of the Board of Directors.

               Section 4.  Depositaries. All funds of the corporation not
          otherwise employed shall be deposited from time to time to the credit
          of the corporation in such banks, trust companies or other
          depositaries as the Board of Directors may designate.


                                   ARTICLE IX

                                 CORPORATE SEAL

               The corporate seal shall be circular in form and shall have
          inscribed thereon the name of the corporation and the words "Corporate
          Seal Delaware". Said seal may be used by causing it, or a facsimile or
          equivalent thereof, to be impressed or affixed or reproduced.


                                    ARTICLE X

                                   FISCAL YEAR

AMENDED        The fiscal year of the corporation shall be a 52-53 week fiscal 
5/23/86   year which ends on the last Sunday of May.


                                   ARTICLE XI

                           STOCK IN OTHER CORPORATIONS

               Any shares of stock in any other corporation which may from time
          to time be held by this corporation may be represented and voted at
          any meeting (or consent in lieu thereof) of shareholders of such
          corporation by the Chairman of the Board, the President, a Vice
          President or the Secretary of this corporation, or by any other person
          or persons thereunto authorized by the Board of Directors, or by any
          proxy designated by written instrument of appointment executed in the
          name of this corporation by its Chairman of the Board, President, or a
          Vice President and attested by the Secretary, any Assistant Secretary,
          the Treasurer or any Assistant Treasurer.



                                       15
<PAGE>   16


                                   ARTICLE XII

                            GENERAL WAIVER OF NOTICE

               Whenever any notice is required to be given under the provisions
          of these By-Laws, or under the provisions of the Certificate of
          Incorporation, as amended, or under the provisions of the General
          Corporation Law of the State of Delaware, waiver thereof in writing,
          signed by the person or persons entitled to such notice, either before
          or after the time stated therein, shall be deemed equivalent to the
          giving of such notice. The presence of a stockholder in person or by
          proxy at any meeting of stockholders, and the presence of a director,
          in person, at any meeting of the Board of Directors, shall be deemed
          to be the equivalent of such waiver, unless such presence is for the
          sole purpose of objecting to the lack of sufficient notice.


                                  ARTICLE XIII

                                 INDEMNIFICATION

               Section l.  Each person who was or is a party or is threatened to
          be made a party to or is involved, including involvement as a witness,
          in any action, suit or proceeding, whether civil, criminal,
          administrative or investigative (other than an action by or in the
          right of the corporation), by reason of the fact that he (i) is or was
          or has agreed to become a director or officer of the corporation or
AMENDED   (ii) is or  was serving or has agreed to serve (at or during such time
10/2/87   as such  individual is or was a director or officer of the 
          corporation) as an employee, agent or fiduciary of the corporation or,
          at the request of the corporation, as a director, officer, employee,
          agent or fiduciary of another corporation, partnership, joint venture,
          trust or other enterprise or entity, including service with respect to
          an employee benefit plan, or by reason of any action alleged to have
          been taken or omitted by such person in any such capacity, shall be
          indemnified and held harmless by the corporation to the fullest extent
          permitted by Delaware law, as the same exists or may hereafter be
          amended (but, in the case of any such amendment, only to the extent
          that such amendment permits the corporation to provide broader
          indemnification rights than said law permitted the corporation to
          provide prior to such amendment), against all expense, liability and
          loss (including attorneys' fees, judgments, fines, excise taxes or
          penalties under the Employee Retirement Income Security Act of 1974,
          amounts paid or to be paid in settlement and amounts expended in
          seeking indemnification granted to such person under applicable law,
          this Article, the corporation's Certificate of Incorporation or any
          agreement with the corporation) actually and reasonably incurred or
          suffered by such person in connection with such action, suit or
          proceeding and any appeal thereof, and such indemnification shall
          continue as to any such person who has ceased to be a director or
          officer of the corporation and shall inure to the benefit of any such
          person's heirs, executors and administrators, if in each case such
          person acted in good faith and in a manner he reasonably believed to
          be in or not opposed to the best interests of the corporation, and,
          with respect to any criminal action, suit or proceeding, had no
          reasonable cause to believe his conduct was unlawful. The termination
          of any action, suit or proceeding or any appeal thereof by judgment,
          order, settlement, conviction, or plea of nolo contendere or its
          equivalent, shall not, of itself, create a presumption that such
          person did not act in good faith and in a manner which he reasonably
          believed to be in or not opposed to the best interests of the


                                       16
<PAGE>   17


          corporation, and, with respect to any criminal action or proceeding,
          had reasonable cause to believe his conduct was unlawful.

               Section 2.  Each person who was or is a party or is threatened to
          be made a party to or is involved, including involvement as a witness,
          in any action, suit or proceeding by or in the right of the
          corporation to procure a judgment in its favor, by reason of the fact
          that he (i) is or was or has agreed to become a director or officer of
          the corporation or (ii) is or was serving or has agreed to serve (at
          or during such time as such individual is or was a director or officer
          of the corporation) as an employee, agent or fiduciary of the
          corporation or, at the request of the corporation, as a director,
          officer, employee, agent or fiduciary of another corporation,
          partnership, joint venture, trust or other enterprise or entity,
          including service with respect to an employee benefit plan, or by
          reason of any action alleged to have been taken or omitted by such
          person in any such capacity, shall be indemnified and held harmless by
          the corporation to the fullest extent permitted by Delaware law, as
          the same exists or may hereafter be amended (but, in the case of any
          such amendment, only to the extent that such amendment permits the
          corporation to provide broader indemnification rights than said law
          permitted the corporation to provide prior to such amendment) against
          all expense (including attorneys' fees and amounts expended in seeking
          indemnification granted to such person under applicable law, this
          Article, the corporation's Certificate of Incorporation or any
          agreement with the corporation) actually and reasonably incurred or
          suffered by such person in connection with such action, suit or
          proceeding and any appeal thereof, and such indemnification shall
          continue as to any such person who has ceased to be a director or
          officer of the corporation and shall inure to the benefit of any such
          person's heirs, executors and administrators, if in each case such
          person acted in good faith and in a manner he reasonably believed to
          be in or not opposed to the best interests of the corporation and
          except that no indemnification shall be made in respect of any claim,
          issue or matter as to which such person shall have been adjudged to be
          liable to the corporation unless and only to the extent that the Court
          of Chancery of Delaware or the court in which such action or suit was
          brought shall determine upon application that, despite the
          adjudication of liability but in view of all the circumstances of the
          case, such person is fairly and reasonably entitled to indemnification
          for such expenses which the Court of Chancery of Delaware or such
          other court shall deem proper.

               Section 3.  To the extent that any person referred to in Section 
          l or 2 of this Article has been successful on the merits or otherwise,
          including the dismissal of an action without prejudice, in defense of
          any action, suit or proceeding and any appeal thereof referred to
          therein or in defense of any claim, issue or matter therein, he shall
          be indemnified against all expense (including attorneys' fees and
          amounts expended in seeking indemnification granted to such person
          under applicable law, this Article, the corporation's Certificate of
          Incorporation or any agreement with the corporation) actually and
          reasonably incurred by him in connection therewith.

               Section 4.  Any indemnification under Section l or 2 of this
          Article (unless ordered by a court) shall be made by the corporation
          only as authorized in the specific case upon a determination that
          indemnification of any person referred to in Section l or 2 is proper
          in the circumstances because he has met the applicable standard of
          conduct set forth therein. Such determination shall be made (i) by the
          Board of Directors by a majority vote of a quorum (as defined in these
          By-Laws) consisting of directors who were not parties to such action,
          suit or proceeding, or (ii) if such quorum is not obtainable, or, even
          if 


                                       17
<PAGE>   18


          obtainable a quorum of disinterested directors so directs, by
          independent legal counsel in a written opinion.

               Section 5.  Expenses incurred by any person referred to in 
          Section l or 2 of this Article in defending a civil or criminal
          action, suit or proceeding and any appeal thereof shall be paid by the
          corporation in advance of the final disposition of such action, suit
          or proceeding and any appeal thereof upon receipt by the corporation
          of an undertaking by or on behalf of such person to repay such amount
          if it shall ultimately be determined that he is not entitled to be
          indemnified by the corporation.

               Section 6.  If a claim for indemnification (including an
          advancement of expenses) under Section l or 2 is not paid in full by
          the corporation within thirty (30) days after a written claim has been
          received by the corporation, the claimant may at any time thereafter
          bring suit in any court of competent jurisdiction against the
          corporation to recover the unpaid amount of the claim and, if the
          claimant is successful in establishing his right to indemnification
          (or advancement of expenses), in whole or in part, in any such action
          (or settlement thereof), he shall be entitled to be paid by the
          corporation 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 an advancement of expenses where the required undertaking,
          if any, has been tendered to the corporation) that the indemnitee has
          not met the applicable standard of conduct described in Section l or
          2.

               Section 7.  Any person serving as a director or officer of 
          another corporation, partnership, joint venture or other enterprise, a
          majority of whose equity interests are owned by the corporation (a
          "subsidiary"), directly or through one or more other subsidiaries,
          shall be conclusively presumed to be serving in such capacity at the
          request of the corporation.

               Section 8.  Persons who after the date of the adoption of this
          provision become or remain directors or officers of the corporation or
          who, while a director or officer of the corporation, become or remain
          a director, officer, employee, agent or fiduciary of another entity at
          the request of the corporation, shall be conclusively presumed to have
          relied on the rights to indemnification (including advancement of
          expenses) contained in this Article XIII in entering or continuing
          such service. The rights contained in this Article shall apply to
          claims made against a person arising out of acts or omissions which
          occurred prior to the adoption hereof as well as those which occur
          after such adoption.

               Section 9. The rights conferred on any person in Sections l and 2
          shall not be exclusive of any other right which such person may have
          or hereafter acquire under any law, provision of the Company's
          Certificate of Incorporation or these By-Laws, agreement, vote of
          stockholders or disinterested directors or otherwise.

               Section l0. All rights to indemnification and advancement of
          expenses provided by this Article shall be deemed to be a contract
          between the corporation and each person referred to in Section l or 2
          at any time while this Article is in effect. Any repeal or
          modification of this Article, or any repeal or modification of the
          relevant provisions of the Delaware General Corporation Law or any
          other applicable law, shall not in any way diminish any rights to
          indemnification or advancement of expenses to such person or the
          obligations of the corporation.
                                       18

<PAGE>   19

               Section 11. The corporation may maintain insurance, at its
          expense, to protect itself and any director, officer, employee, agent
          or fiduciary of the corporation or, if at the request of the
          corporation, of any other corporation, partnership, joint venture,
          trust or other enterprise or entity, including employee benefit plans,
          against any expense, liability or loss, whether or not the corporation
          would have power to indemnify such person against such expense,
          liability or loss under the Delaware General Corporation Law.

               Section l2. The Board of Directors is authorized to enter into a
          contract with any director, officer, employee, agent or fiduciary of
          the corporation, or any person serving at the request of the
          corporation as a director, officer, employee, agent or fiduciary of
          another corporation, partnership, joint venture, trust or other
          enterprise or entity, including employee benefit plans, providing for
          indemnification rights equivalent to or, if the Board of Directors so
          determines, greater than those provided for in this Article XIII.

               Section l3. The Board of Directors may, by resolution, extend the
          provisions of this Article pertaining to indemnification and
          advancement of expenses to any person who was or is a party or is
          threatened to be made a party to any threatened, pending or completed
          action, suit or proceeding by reason of the fact that he is or was or
          has agreed to become an employee, agent or fiduciary of the
          corporation, or is or was serving or has agreed to serve at the
          request of the corporation as a director, officer, employee, agent or
          fiduciary of another corporation, partnership, joint venture, trust or
          other enterprise (notwithstanding that such individual may not be or
          have been or have ever agreed to become a director or officer of the
          corporation).

               Section l4. The invalidity or unenforceability of any provision
          of this Article shall not affect the validity or enforceability of the
          remaining provisions of this Article.


                                   ARTICLE XIV

                                   AMENDMENTS

               These By-Laws may be altered, amended or repealed and new or
          other By-Laws may be made and adopted by the vote of a majority of the
          total number of directors as at the time specified by the By-Laws, at
AMENDED   any regular or special meeting of the Board of Directors, and without
10/2/87   prior notice of intent so to do.
 




                                       19