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                           BY-LAWS
                             OF
                    Foodbrands America, Inc.
    (Incorporated under the Laws of the State of Delaware)
                        May 8th, 1997
          
          
          
          

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                       TABLE OF CONTENTS
                           ARTICLE I
                            Offices
          
Section 1.  Registered Office ...........................    1
Section 2.  Other Offices ...............................    1
          
          
                           ARTICLE II
          
                   Meetings of Stockholders
          
Section 1.  Place of Meeting ............................    1
Section 2.  Annual Meetings .............................    1
Section 3.  Special Meetings ............................    2
Section 4.  Notice of Meetings ..........................    2
Section 5.  Quorum ......................................    3
Section 6.  Adjournments ................................    3
Section 7.  Conduct of Meeting ..........................    3
Section 8.  List of Stockholders ........................    4
Section 9.  Voting ......................................    5
Section 10. Inspectors ..................................    6
         
          
                         ARTICLE III
          
                     Board of Directors
          
Section 1.  General Powers ..............................    7
Section 2.  Number, Qualification and Election ..........    7
Section 3.  Notification of Nominations .................    8
Section 4.  Quorum and Manner of Acting .................    9
Section 5.  Place of Meeting ............................    9
Section 6.  Regular Meeting .............................   10
Section 7.  Special Meetings ............................   10
Section 8.  Notice of Meetings ..........................   10
Section 9.  Rules and Regulations .......................   10
Section 10. Participation in Meeting by Means
              of Communications Equipment ...............   11
Section 11. Action Without Meeting ......................   11
Section 12. Resignations ................................   11
Section 13. Removal of Directors ........................   11
Section 14. Vacancies ...................................   12
Section 15. Compensation ................................   12
          
          
                            ARTICLE IV
          
                 Executive and Other Committees
          
Section 1.  Executive Committee .........................   13
Section 2.  Other Committees ............................   15
Section 3.  Procedure; Meetings; Quorum .................   15
          
          
                             ARTICLE V

                              Officers
          
Section 1.  Number; Term of Office ......................   16
Section 2.  Removal .....................................   17
Section 3.  Resignation .................................   17
Section 4.  Vacancies ...................................   18
Section 5.  Chairman of the Board .......................   18
Section 6.  The President ...............................   18
Section 7.  Vice-Presidents .............................   18
Section 8.  Treasurer ...................................   18
Section 9.  Secretary ...................................   18
Section 10. Controller ..................................   19
Section 11. Assistant Treasurers, Secretaries
              and Controllers ...........................   19
          
          
                          ARTICLE VI
          
            Indemnification of Directors, Officers,
                     Employees and Agents
          
Section 1.  Third Party Actions .........................   19
Section 2.  Derivative Actions ..........................   20
Section 3.  Determination of Indemnification ............   21
Section 4.  Right of Indemnification ....................   21
Section 5.  Advance of Expenses .........................   22
Section 6.  Indemnification by a Court ..................   22
Section 7.  Indemnification Not Exclusive ...............   22
Section 8.  Insurance ...................................   23
Section 9.  Indemnification to Continue .................   23
Section 10. Definitions of Certain Terms ................   23
          
          
                          ARTICLE VII
          
                         Capital Stock
          
Section 1.  Certificates for Shares .....................   25
Section 2.  Transfer of Shares ..........................   25
Section 3.  Addresses of Stockholders ...................   26
Section 4.  Lost, Destroyed and Mutilated Certificates ..   26
Section 5.  Regulations .................................   27
Section 6.  Fixing Date for Determination of
              Stockholder of Record .....................   27
          
          
                         ARTICLE VIII
                                        
                             Seal
          
          
                          ARTICLE IX
          
                          Fiscal Year
          
          
                           ARTICLE X
          
                        Waiver of Notice
          
          
                           ARTICLE XI
          
                           Amendments
          
          
                          ARTICLE XII
                                        
                         Miscellaneous
          
Section 1.  Execution of Documents ......................   29
Section 2.  Deposits ....................................   29
Section 3.  Checks ......................................   30
Section 4.  Proxies in Respect of Stock or Other Securities
              of Other Corporations .....................   30
Section 5.  By-laws Subject to Law and Restated Certificate
              of Incorporation of the Corporation .......   30

     
                            ARTICLE I

                             Offices

          Section 1.  Registered Office.  The registered office
of Foodbrands America, Inc. (hereinafter called the "Corporation"
in the State of Delaware shall be at Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801, in the City of
Wilmington, County of New Castle, and the registered agent in
charge thereof shall be The Corporation Trust Company.

          Section 2.  Other Offices.  The Corporation may also
have an office or offices, and keep the books and records of the
Corporation, except as may otherwise be required by law, at such
other place or places, either within or without the State of
Delaware, as the Board of Directors may from time to time
determine or the business of the Corporation require.

                          ARTICLE II

                   Meetings of Stockholders

          Section 1.  Place of Meeting.  All meetings of the
stockholders of the Corporation shall be held at the office of
the Corporation or at such other places, within or without the
State of Delaware, as may from time to time be fixed by the Board
of Directors.
          
          Section 2.  Annual Meetings.  The annual meeting of the
stockholders of the Corporation for the election of directors and
for the transaction of such other business as may properly come
before the meeting shall be held on the first Wednesday in June
in each year, if not a legal holiday under the laws of the place
where the meeting is to be held, and, if a legal holiday, then on
the next succeeding day which is not a legal holiday under the
laws of such place, or on such other date and at such hour as may
from time to time be fixed by the Board of Directors.

          Section 3.  Special Meetings.  Subject to the
provisions of any Preferred Stock Designation (as such term is
defined in the Restated Certificate of Incorporation of the
Corporation), special meetings of the stockholders for any
purpose or purposes may be called only by the Chairman of the
Board of Directors of the Corporation or a majority of the entire 
Board of Directors.  Only such business as is specified in the
notice of any special meeting of the stockholders shall come
before such meeting.

          Section 4.  Notice of Meetings.  Written notice of each
meeting of the stockholders, whether annual or special, shall be
given, either by personal delivery or by mail, not less than
10 nor more than 60 days before the date of the meeting to each
stockholders or record entitled to notice of the meeting.  If
mailed, such notice shall be deemed given when deposited in the
United States mail, postage prepaid, directed to the stockholder
at such stockholder's address as it appears on the records of the
Corporation.  Each such notice shall state the place, date and
hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called.  Notice of
any meeting of stockholders shall not be required to be given to
any stockholder who shall attend such meeting in person or by
proxy without protesting, prior to or at the commencement of the
meeting, the lack of proper notice to such stockholder, or who
shall waive notice thereof as provided in Article X of these
By-laws.  Notice of adjournment of a meeting of stockholders need
not be given if the time and place to which it is adjourned are
announced at such meeting, unless the adjournment is for more
than 30 days or, after adjournment, a new record date is fixed
for the adjournment meeting.

          Section 5.  Quorum.  The holders of a majority of the
votes entitled to be cast by the stockholders entitled to vote,
which if any vote is to be taken by classes shall mean the
holders of a majority of the votes entitled to be cast by the
stockholders of each such class, present in person or by proxy,
shall constitute a quorum for the transaction of business at any
meeting of the stockholders.
          Section 6.  Adjournments.  In the absence of a quorum,
the holders of a majority of the votes entitled to be cast by the
stockholders, present in person or by proxy, may adjourn meeting
from time to time.  At any such adjourned meeting at which a
quorum may be present, any business may be transacted which might
have been transacted at the meeting as originally called.

          Section 7.  Conduct of Meeting.  At each meeting of the
stockholders, the Chairman of the Board, or, in the absence of
the Chairman of the Board, such person designated by the Board of
Directors, shall act as chairman.  At any annual meeting only
such business shall be conducted as shall have been brought
before the annual meeting (i) by or at the direction of the Board
of Directors or (ii) by any stockholder who complies with the
procedures set forth in this Section 7.

          For business properly to be brought by a stockholder
before an annual meeting, the stockholder must have given timely
notice thereof in proper written form to the Secretary of the
Corporation.  To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive
offices of the Corporation not less than 60 days nor more than 90
days prior to the annual meeting; provided; however, that in the
event that less than 40 days' notice or prior public disclosure
of the date of the annual meeting is given or made to
stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the tenth day
following the day on which such notice of the date of the annual
meeting was first mailed or such public disclosure was first
made, whichever first occurs.  To be in proper written form, a
stockholder's notice to the Secretary shall set forth in writing
as to each matter the stockholder proposes to bring before the
annual meeting: (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting; (ii) the name and
address, as they appear on the Corporation's books, of the
stockholder proposing such business; (iii) the class, series, if
any, and number of shares of the Corporation which are owned of
record by the stockholder; and (iv) any material interest of the
stockholder in such business.  Notwithstanding anything in the
By-laws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth
in this Section 7.  The chairman of an annual meeting shall, if
the facts warrant, determine and declare to the annual meeting
that business was not properly brought before the annual meeting
in accordance with the provisions of this Section 7 and, if he
should so determine, he shall so declare to the annual meeting,
and any such business not properly brought before the annual
meeting shall not be transacted.

          Section 8.  List of Stockholders.  It shall be the duty
of the Secretary or other officer of the Corporation who has
charge of the stock ledger to prepare and make, at least 10 days 
before each meeting of the stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in
alphabetical order, and showing the address of each stockholder 
and the number of shares registered in such stockholder's name. 
Such list shall be produced and kept available at the times and
places required by law.

          Section 9.  Voting.  Each stockholder of record of any
class or series of stock having a preference over any class of
Common Stock of the Corporation as to dividends or upon 
liquidation shall be entitled at each meeting of stockholders to
such number of votes for each share of such stock as may be fixed
in the Restated Certificate of Incorporation or pursuant to the
provisions of any Preferred Stock Designation and each 
stockholder of record of Common Stock shall be entitled at each
meeting of stockholders to one vote for each share of such stock,
in each case, registered in such stockholder's name on the books
of the Corporation;

          (1)  on the date fixed pursuant to Section 6 of Article
VII of these By-laws as the record date for the determination of
stockholders entitled to notice of and to vote at such meeting;
or
          (2)  if no such record date shall have been so fixed,
then at the close of business on the day next preceding the day
on which notice of such meeting is given, or, if notice is
waived, at the close of business on the day next preceding the
day on which the meeting is held, or, if action is taken by
written consent without a meeting (to the extent permitted by
these By-laws and the Restated Certificate of Incorporation of
the Corporation) and no record date for determining stockholders
entitled to express consent to corporate action in writing
without a meeting shall have been fixed, the day on which the
first written consent is expressed.

          Each shareholder entitled to vote at any meeting of
stockholders may authorize not in excess of three persons to act
for such stockholder by a proxy signed by such stockholder or
such stockholder's attorney-in-fact.  Any such proxy shall be
delivered to the secretary of such meeting at or prior to the
time designated for holding such meeting, but in any event not
later than the time designated in the order of business for so
delivering such proxies.  No such proxy shall be voted or acted
up after three years from its date, unless the proxy provides for
a longer period.

          At each meeting of the stockholders, all corporate
actions to be taken by vote of the stockholders shall be
authorized by a majority of the votes cast by the stockholders    
entitled to vote thereon, present in person or represented by
proxy, and where a separate vote by class is required, a majority
of the votes cast by the stockholders of such class, present in   
person or represented by proxy, shall be the act of such class;
subject, in each case, to such greater vote as may be prescribed
by the Restated Certificate of Incorporation of the Corporation
or by law.  Unless required by law or determine by the chairman
of the meeting to be advisable, the vote on any matter, including
the election of directors, need not be by written ballot.  In the
case of a vote by written ballot, each ballot shall be signed by
the stockholder voting, or by such stockholder's proxy, and shall
state the number of shares voted.

          Section 10.  Inspectors.  Either the Board of Directors
or, in the absence of designation of inspectors by the Board, the
chairman of any meeting of stockholders may, in its or such
person's discretion, appoint one or three inspectors to act at
any meeting of stockholders; provided, that no director or
nominee for the office of director shall be appointed an
inspector.  Such inspectors shall perform such duties as shall be
specified by the Board or the chairman of the meeting. 
Inspectors need not be stockholders.
          
                          ARTICLE III

                      Board of Directors

          Section 1.  General Powers.  The business and affairs
of the Corporation shall be managed by or under the direction of
the Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by
law, by the Restated Certificate of Incorporation of the
Corporation or by these By-laws directed or required to be
exercised or done by the stockholders.

          Section 2.  Number, Qualification and Election.  Except 
as otherwise provided pursuant to provisions of any Preferred
Stock Designation, the number of directors of the Corporation
shall be determined from time to time by vote of a majority of
the entire Board of Directors, provided that the number thereof
may not be less than three.

          Each of the directors of the Corporation shall hold
office until the next annual meeting of stockholders following
such director's election and until such director's successor 
shall have been elected and qualified, or until his earlier
death, or resignation or removal in the manner hereinafter
provided.  No decrease in the number of directors shall shorten
the term of any incumbent director.

          Directors need not be stockholders of the Corporation.

          In any election of directors, the persons receiving a
plurality of the votes cast, up to the number of directors to be
elected in such election, shall be deemed elected.

          Section 3.  Notification of Nominations.  Except as
provided in any Preferred Stock Designation, nominations for the
election of directors may be made by the Board of Directors or by
any stockholder entitled to vote for the election of directors. 
Any stockholder entitled to vote for the election of directors at
a meeting may nominate persons for election as directors by
giving timely notice thereof in proper written form to the
Secretary of the Corporation.  To be timely, a stockholder's
notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 60
days nor more than 90 days prior to the meeting; provided;
however, that in the event that less than 40 days' notice or
prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must
be so received not later than the close of business on the tenth
day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made, whichever
first occurs.  To be in proper written form, such stockholder's
notice shall set forth in writing (i) 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, including, without limitation, such person's written
consent to being named in the proxy statement as a nominee and to
serving as a director if elected; and (ii) as to the stockholder
giving the notice (x) the name and address, as they appear on the 
Corporation's books, of such stockholder and (y) the class,
series, if any, and number of shares of the Corporation which are
owned of record by such stockholder.  The Corporation may require
any person proposed for nomination to furnish such other
information as many reasonably be required by the Corporation to
determine the eligibility of such person to serve as a director
of the Corporation.  At the request of the Board of Directors,
any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation the
information required to be set forth in a stockholder's notice of 
nomination which pertains to the nominee.  The chairman of the
meeting shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be
disregarded.

          Section 4.  Quorum and Manner of Acting.  Except as
otherwise provided by these By-laws, a majority of the entire
Board of Directors shall constitute a quorum for the transaction
of business at any meeting of the Board, and, except as so
provided, the vote of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the
Board.  In the absence of a quorum, a majority of the directors
present may adjourn the meeting to another time and place,
without notice other than announcement at the meeting.  At any
adjourned meeting at which a quorum is present, any business may
be transacted which might have been transacted at the meeting as
originally called.

          Section 5.  Place of Meeting.  The Board of Directors
may hold its meetings at such place or places within or without
the State of Delaware as the Board may from time to time
determine or as shall be specified or fixed in the respective
notices or waivers or notice thereof.

          Section 6.  Regular Meetings.  Regular meetings of the
Board of Directors shall be held at such times and places as the
Board shall from time to time by resolution determine.  If any
day fixed for a regular meeting shall be a legal holiday under
the laws of the place where the meeting is to be held, the
meeting which would otherwise be held on that day shall be held
at the same hour on the next succeeding business day.

          Section 7.  Special Meetings.  Special meetings of the
Board of Directors shall be held whenever called by the Chairman
of the Board or by a majority of the directors.

          Section 8.  Notice of Meetings.  Notice of regular
meetings of the Board of Directors or of any adjourned meeting
thereof need not be given.  Notice  of each special meeting of    
the Board shall be mailed to each director, addressed to such
director at such director's residence or usual place of business,
at least two days before the day on which the meeting is to be
held or shall be sent to such director at such place by telegraph
or be given personally or by telephone, not later than the day
before the meeting is to be held, but notice need not be given to
any director who shall, either before or after the meeting,
submit a signed waiver of such notice or who shall attend such
meeting without protesting, prior to or at its commencement, the
lack of notice to such director.  Every such notice shall state
the time and place but need not state the purpose of the meeting.

          Section 9.  Rules and Regulations.  The Board of
Directors may adopt such rules and regulations not inconsistent
with the provisions of these By-laws for the conduct of its       
meetings and management of the affairs of the Corporation as the
Board may deem proper.  In the absence of the Chairman of the
Board, such person as may be designated by the Board of Directors
shall preside at meetings of the Board.

          Section 10.  Participation in Meetings by Means of
Communications Equipment.  Any one or more members of the Board
of Directors or any committee thereof may participate in any
meeting of the Board or of any such 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 in a meeting shall constitute       
presence in person at such meeting.

          Section 11.  Action Without Meeting.  Any action
required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a 
meeting if all of the members of the Board or of any such
committee consent thereto in writing and the writing or writings
are filed without the minutes of proceedings of the Board or of
such committee.
          Section 12.  Resignations.  Any director of the
Corporation may at any time resign by giving written notice to
the Board of Directors, the Chairman of the Board, the President  
or the Secretary of the Corporation.  Such resignation shall take
effect at the time specified therein or, if the time be not
specified, upon receipt thereof; and, unless otherwise specified  
therein, the acceptance of such resignation shall not be
necessary to make it effective.  If the resignation of a director
is effective at a future time, the Board of Directors may elect a 
successor prior to such effective time to take office when such
resignation becomes effective.

          Section 13.  Removal of Directors.  Subject to the
terms of any Preferred Stock Designation, any director may be
removed at any time for cause or without cause by vote of the
holders of a majority in voting interest of shares then entitled
to vote in the election of directors.  Any director may also be
removed at any time for cause by vote of a majority of the entire
Board of Directors.  The vacancy in the Board caused by any such
removal may be filled by the stockholders or as provided in
Section 14 of Article III of these By-laws.

          Section 14.  Vacancies.  Except as otherwise provided
by the terms of any Preferred Stock Designation or any other
securities of the Corporation, newly created directorships 
resulting from any increase in the number of directors may be
filled by the affirmative vote of a majority of the Board of
Directors then in office, provided that a quorum  of the Board 
of Directors is present, and any vacancies on the Board of
Directors resulting from death, resignation, removal or other
cause shall only be filled by the affirmative vote of a majority 
of the remaining directors then in office, even though less than
a quorum of the Board of Directors, or by a sole remaining
director, or by the stockholders in accordance with Section 13 of
this Article III or at a meeting called for that purpose in
accordance with Section 3 of Article II of these By-laws.  The
director elected to fill a vacancy shall hold office for the 
unexpired term in respect of which such vacancy occurred and
until his successor shall be elected and shall qualify or until
his earlier death or resignation or removal in the manner
provided herein.

          Section 15. Compensation.  Each director who shall not
at the time also be a salaried officer or employee of the
Corporation or any of its subsidiaries (hereinafter referred to
as an "outside director"), in consideration of such person
serving as a director, shall be entitled to receive from the
Corporation such amount per annum and such fees for attendance at 
meetings of the Board of Directors or of committees of the Board,
or both, as the Board shall from time to time determine.  In
addition, each director, whether or not an outside director, 
shall be entitled to receive from the Corporation reimbursement
for the reasonable expenses incurred by such person in connection
with the performance of such person's duties as a director. 
Nothing contained in this Section shall preclude any director
from serving the Corporation or any of its subsidiaries in any
other capacity and receiving proper compensation therefor.
          
                          ARTICLE V

                Executive and Other Committees

          Section 1.  Executive Committee.  The Board of
Directors may, by resolution adopted by a majority of the entire
Board, designate annually three or more of its members to 
constitute members or alternate members of an Executive
Committee.  The Board of Directors may designate one or more
directors as alternate members of the Executive Committee, who
may replace any absent or disqualified member at any meeting of
such committee.  In the absence or disqualification of a member
of the Executive Committee, and in the absence of a designation
by the Board of Directors of an alternate member to replace       
the absent or disqualified member, the member or members thereof
present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in
the place of any absent or disqualified member.  The Executive
Committee shall have and may exercise, between meetings of the
Board, all the powers and authority of the Board in the 
management of the business and affairs of the Corporation,
including, if such Committee is so empowered and authorized by
resolution adopted by a majority of the entire Board, the power
and authority to declare a dividend, to authorize the issuance of
stock, to adopt a certificate of ownership and merger pursuant to
Section 253 of the General Corporation Law of the State of
Delaware and may authorize the seal of the Corporation to be
affixed to all papers which may require it, except that the
Executive Committee shall not have such power or authority in
reference to:
          (a)  amending the Restated Certificate of Incorporation
of the Corporation;
          (b)  adopting an agreement of merger or consolidation
under Sections 251 or 252 of the General Corporation Law of the
State of Delaware involving the Corporation;
          (c)  recommending to the stockholders the sale, lease
or exchange of all or substantially all of the property and
assets of the Corporation;
          (d)  recommending to the stockholders a dissolution of
the Corporation or a revocation of a dissolution;
          (e)  adopting, amending or repealing any By-law;
          (f)  filling vacancies on the Board or on any committee
of the Board, including the Executive Committee; or
          (g)  amending or repealing any resolution of the Board
which by its terms may be amended or repealed only by the Board.

          The Board shall have power at any time to change the
membership of the Executive Committee, to fill all vacancies in
it and to discharge it, either with or without cause.

          Section 2.  Other Committees.  The Board of Directors
may, by resolution adopted by a majority of the entire Board,
designate one or more other committees, each committee to consist
of one or more of the members of this Board and each of which
committee shall have such authority of the Board as may be
specified in the resolution of the Board designating such
committee.  A majority of all the members of such committee may   
determine its action and fix the time and place of its meetings,
unless the Board shall otherwise provide.  The Board shall have
power at any time to change the membership of, to fill all
vacancies in and to discharge any such committee, either with or
without cause.

          Section 3.  Procedure; Meetings, Quorum.  Regular
meetings of the Executive Committee or any other committee of the
Board of Directors, of which no notice shall be necessary, may be
held at such times and places as shall be fixed by resolution
adopted by a majority of the members thereof.  Special meetings
of the Executive Committee or any other committee of the Board
shall be called at the request of any member thereof.  Notice     
of each special meeting of the Executive Committee or any other
committee of the Board shall be sent by mail, telegraph or
telephone, or be delivered personally to each member thereof not
later than the day before the day on which the meeting is to be
held, but notice need not be given to any member who shall,
either before or after the meeting, submit a signed waiver of
such notice or who shall attend such meeting without protesting,
prior to or at its commencement, the lack of such notice to such
member.  Any special meeting of the Executive Committee or any
other committee of the Board shall be a legal meeting without     
any notice thereof having been given, if all the members thereof
shall be present thereat.  Notice of any adjourned meeting of any
committee of the Board need not be given.  The Executive
Committee or any other Committee of the Board may adopt such
rules and regulations not inconsistent with the provisions of
law, the Restated Certificate of Incorporation of the Corporation
or these By-laws for the conduct of its meetings as the Executive
Committee or such other committee of the Board may deem proper. 
A majority of the Executive Committee or any other committee of
the Board shall constitute a quorum for the transaction of
business at any meeting, and the vote of a majority of the
members thereof present at any meting at which a quorum is
present shall be the act of such committee.  The Executive
Committee or any other committee of the Board of Directors        
shall keep written minutes of its proceedings and shall report on
such proceedings to the Board.
          
                            ARTICLE V

                             Officers

          Section 1.  Number; Term of Office.  The officers of
the Corporation shall be a Chairman of the Board, a President,
one or more Vice-Presidents, one or more of whom may be
designated as Executive, Group or Senior Vice-Presidents, a
Treasurer, a Secretary, a Controller, and such other officers or
agents with such titles and such duties as the Board of 
Directors may from time to time determine, each to have such
authority, functions or duties as in these By-laws provided or as
the Board may from time to time determine, and each to hold
office for such term as may be prescribed by the Board and until
such person's successor shall have been chosen and shall qualify,
or until such person's death or resignation, or until such
person's removal in the manner hereinafter provided.  The 
Chairman of the Board shall be elected from among the directors. 
One person may hold the offices and perform the duties of any two
or more of said officers; provided, however, that no officer
shall execute, acknowledge or verify any instrument in more than
one capacity if such instrument is required by law, the Restated
Certificate of Incorporation of the Corporation or these By-laws
to be executed, acknowledged or verified by two or more 
officers.  The Board may from time to time authorize any officer
to appoint and remove any such other officers and agents and to
prescribe their powers and duties.

          Section 2.  Removal.  Any officer may be removed,
either with or without cause, by the Board of Directors at any
meeting thereof called for the purpose, or, except in the case    
of any officer elected by the Board, by any committee or superior
officer upon whom such power may be conferred by the Board.

          Section 3.  Resignation.  Any officer may resign at any
time by giving written notice to the Board of Directors, the
Chairman of the Board, the President or the Secretary of the      
Corporation.  Such resignation shall take effect at the time
specified therein or, if the time is not specified, upon receipt
thereof; and, unless otherwise specified therein, the acceptance  
of such resignation shall not be necessary to make it effective.

          Section 4.  Vacancies.  A vacancy in any office because
of death, resignation, removal or any other cause may be filled
for the unexpired portion of the term in the manner prescribed in
these By-laws for election to such office.

          Section 5.  Chairman of the Board.  The Chairman of the
Board shall be the chief executive officer of the Corporation and
as such shall have general supervision and direction of the
business and affairs of the Corporation, subject to the control
of the Board of Directors.  The Chairman of the Board shall, if
present, preside at meetings of the Board of Directors and, if
present, preside at meetings of the stockholders.

          Section 6.  The President.  The President, if any,
shall be the chief operating officer of the Corporation.  The
President shall perform such other duties as the Board may from   
time to time determine.

          Section 7.  Vice-Presidents.  Each Vice-President shall
have such powers and duties as shall be prescribed by the
Chairman of the Board or the Board of Directors.

          Section 8.  Treasurer.  The Treasurer shall perform all
duties incident to the office of Treasurer and such other duties
as from time to time may be assigned to the Treasurer by the 
Chairman of the Board or the Board of Directors.

          Section 9.  Secretary.  The Secretary shall see that
all notices required to be given by the Corporation are duly
given and served; the Secretary shall be custodian of the seal of
the Corporation and shall affix the seal or cause it to be
affixed to all certificates of stock of the Corporation (unless
the seal of the Corporation on such certificates shall be a
facsimile, as hereinafter provided) and to all documents, the
execution of which on behalf of the Corporation under its seal is
duly authorized in accordance with the provisions of these By-
laws.  The Secretary shall have charge of the stock ledger and
also of the other books, records and papers of the Corporation
and shall see that the reports, statements and other documents
required by law are properly kept and filed; and shall in general
perform all the duties incident to the office of Secretary and
such other duties as from time to time may be assigned to such
person by the Chairman of the Board or the Board of Directors.

          Section 10.  Controller.  The Controller shall perform
all of the duties incident to the office of the Controller and
such other duties as may from time to time be assigned to such    
person by the Chairman of the Board or the Board of Directors.

          Section 11.  Assistant Treasurers, Secretaries and
Controllers.  The Assistant Treasurers, the Assistant Secretaries
and the Assistant Controllers shall perform such duties as shall
be assigned to them by the Treasurer, Secretary or Controller,
respectively, or by the Chairman of the Board or the Board of
Directors.
          
                          ARTICLE VI

            Indemnification of Directors, Officers,
                     Employees and Agents

          Section 1.  Third Party Actions.  The Corporation shall
indemnify 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, whether civil, criminal, administrative or 
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director or
officer of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such
action, suit or proceeding if such person acted in good faith and
in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its  
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal
action or proceeding, that such person had reasonable cause to
believe that his or her conduct was unlawful.

          Section 2.  Derivative Actions.  The Corporation shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the
best interests of the Corporation, 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 for 
negligence or misconduct in the performance of such person's duty
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
indemnity for such expenses which the Court of Chancery of
Delaware or such other court shall deem proper.

          Section 3.  Determination of Indemnification.  Any
indemnification under Section 1 or 2 of the Article VI (unless
ordered by a court) shall be made by the Corporation only as 
authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances because such person has met the 
applicable standard of conduct set forth in Section 1 or 2 of
this Article VI.  Such determination shall be made (i) by the
Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or 
proceeding, or (ii) if such a quorum is not obtainable, or, even
if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (iii) by the
stockholders.

          Section 4.  Right to Indemnification.  Notwithstanding
the other provisions of this Article VI, to the extent that a
director, officer, employee or agent of the Corporation has       
been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 1 or 2 of this
Article VI, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person
in connection therewith.

          Section 5.  Advance of Expenses.  Expenses incurred in
defending or investigating a threatened or pending civil or
criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount
if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized in
this Article VI.

          Section 6.  Indemnification by a Court. 
Notwithstanding any contrary determination in the specific case
under Section 3 of this Article VI, and notwithstanding the
absence of any determination thereunder, any director, officer,
employee or agent may apply to any court of competent
jurisdiction in the State of Delaware for indemnification to the
extent otherwise permissible under Sections 1 and 2 of this
Article VI.  The basis of such indemnification by a court shall
be a determination by such court that indemnification of the 
director, officer, employee or agent is proper in the
circumstances because he has met the applicable standards of
conduct set forth in Section 1 or 2 of this Article VI, as the
case may be.  Notice of any application for indemnification
pursuant to this Section 6 shall be given to the Corporation
promptly upon the filing of such application.

          Section 7.  Indemnification Not Exclusive.  The
indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VI shall not be deemed 
exclusive of any other rights to which any person seeking
indemnification or advancement of expenses may be entitled under
any law, agreement, vote of stockholders or disinterested 
directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while
holding such office.  The provisions of this Article VI shall not
be deemed to preclude the indemnification of any person who is
not specified in Sections 1 or 2 of this Article VI but whom the
Corporation has the power or obligation to indemnify under the
provisions of the General Corporation Law of the State of
Delaware, or otherwise.

          Section 8.  Insurance.  The Corporation may purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation,          
or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's
status as such, whether or not the Corporation would have the     
power to indemnify such person against such liability under the
provisions of this Article VI.

          Section 9.  Indemnification To Continue.  The
indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VI shall, unless otherwise
provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such person.

          Section 10.  Definitions of Certain Terms.  For
purposes of this Article VI, references to "the Corporation"
shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or another enterprise, shall
stand in the same position under the provisions of this Article
VI with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation    
if its separate existence had continued.

          For purposes of this Article VI, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
a respect to an employee benefit plan; references to "serving at
the request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted
in good faith and in a manner such person reasonably believed to
be in the interest of the participants and beneficiaries of any
employee benefit plan shall be deemed to have acted in a manner
"not opposed to the best interests of the Corporation" as        
referred to in this Article VI.
          
                          ARTICLE VII

                          Capital Stock

          Section 1.  Certificates for Shares.  Certificates
representing shares of stock of each class of the Corporation,
whenever authorized by the Board of Directors, shall be in such 
form as shall be approved by the Board.  The certificates
representing shares of stock of each class shall be signed by, or
in the name of, the Corporation by the Chairman of the Board, 
the President or a Vice-President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer of
the Corporation, and sealed with the seal of the Corporation,
which may be a facsimile thereof.  Any or all such signatures may
be facsimiles if countersigned by a transfer agent or registrar. 
Although any officer, transfer agent or registrar whose manual or
facsimile signature is affixed to such a certificate ceases to be
such officer, transfer agent or registrar before such certificate
has been issued, it may nevertheless be issued by the Corporation
with the same effect as if such officer, transfer agent or
registrar were still such at the date of its issue.

          The stock ledger and blank share certificates shall be
kept by the Secretary or by a transfer agent or by a registrar or
by any other officer or agent designated by the Board.

          Section 2.  Transfer of Shares.  Transfers of shares of
stock of each class of the Corporation shall be made only on the
books of the Corporation by the holder thereof, or by such
holder's attorney thereunto authorized by a power of attorney
duly executed and filed with the Secretary of the Corporation or
a transfer agent for such stock, if any, and on surrender of the
certificate or certificates for such shares properly endorsed or
accompanied by a duly executed stock transfer power and the
payment of all taxes thereon.  The person in whose name shares
stand on the books of the Corporation shall be deemed the owner 
thereof for all purposes as regards the Corporation; provided,
however, that whenever any transfer of shares shall be made for
collateral security and not absolutely, and written notice 
thereof shall be given to the Secretary or to such transfer
agent, such fact shall be stated in the entry of the transfer. 
No transfer of shares shall be valid as against the Corporation,
its stockholders and creditors for any purpose, except to render
the transferee liable for the debts of the Corporation to the
extent provided by law, until it shall have been entered in the
stock records of the Corporation by an entry showing from and to
whom transferred.

          Section 3.  Addresses of Stockholders.  Each
stockholder shall designate to the Secretary or transfer agent of
the Corporation an address at which notices of meetings and all
other corporate notices may be served or mailed to such person,
and, if any stockholder shall fail to designate such address,
corporate notices may be served upon such person by mail directed
to such person at such person's post office address, if any, as
the same appears on the share record books of the Corporation or
at such person's last know post office address. 

          Section 4.  Lost, Destroyed and Mutilated Certificates. 
The holder of any share of stock of the Corporation shall
immediately notify the Corporation of any loss, theft, 
destruction or mutilation of the certificate therefor; the
Corporation may issue to such holder a new certificate or
certificates for shares, upon the surrender of the mutilated
certificate or, in the case of loss, theft or destruction of the
certificate, upon satisfactory proof of such loss, theft or
destruction; the Board of Directors, or a committee designated
thereby, or the transfer agents and registrars for the stock,
may, in their discretion, require the owner of the lost, stolen
or destroyed certificates, or such person's legal representative,
to give the Corporation a bond in such sum and with such surety
or sureties as they may direct to indemnify the Corporation and
said transfer agents and registrars against any claim that may 
be made on account of the alleged loss, theft or destruction of
any such certificate the issuance of such new certificate.

          Section 5.  Regulations.  The Board of Directors may
make such additional rules and regulations as it may deem
expedient concerning the issue and transfer of certificates 
representing shares of stock of each class of the Corporation and
may make such rules and take such action as it may deem expedient
concerning the issue of certificates in lieu of certificates
claimed to have been lost, destroyed, stolen or mutilated.

          Section 6.  Fixing Date for Determination of
Stockholders of Record.  In order that the Corporation may
determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution
or allotment or any rights, or entitled to exercise any rights in 
respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may
fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more
than 60 days prior to any other action.  A determination of
stockholders entitled to notice of or to vote at a meeting of the
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.
          
                          ARTICLE VIII

                              Seal

          The Board of Directors shall provide a corporate seal,
which shall be in the form of a circle and shall bear the full
name of the Corporation and such other words or figures as the
Board of Directors may approve and adopt.  The seal may be used
by causing it or a facsimile thereof to be impressed or affixed
or in any other manner reproduced.
          
                          ARTICLE IX

                         Fiscal Year

         The fiscal year of the Corporation shall end on the last
Saturday in December in each year.
          
                          ARTICLE X


                        Waiver of Notice

          Whenever any notice whatsoever is required to be given
by these By-laws, by the Restated Certificate of Incorporation of
the Corporation or by law, the person entitled thereto may,
either before or after the meeting or other matter in respect of
which such notice is to be given, waive such notice in writing,
which writing shall be filed with or entered upon the records of
the meeting or the records kept with respect to such other
matter, as the case may be, and in such event such notice need
not be given to such person and such waiver shall be deemed
equivalent to such notice.
          
                          ARTICLE XI

                          Amendments

          Any By-law (other than this By-law) may be adopted,
repealed, altered or amended by a majority of the entire Board of
Directors at any meeting thereof, provided that such proposed
action in respect thereof shall be stated in the notice of such
meeting.
          
                         ARTICLE XII

                        Miscellaneous

          Section 1.  Execution of Documents.  The Board of
Directors or any committee thereof shall designate the officers,
employees and agents of the Corporation who shall have power to
execute and deliver deeds, contracts, mortgages, bonds, 
debentures, notes, checks, drafts and other orders for the
payment of money and other documents for and in the name of the
Corporation and may authorize such officers, employees and agents
to delegate such power (including authority to redelegate) by
written instrument to other officers, employees or agents of the
Corporation.  Such delegation may be by resolution or otherwise
and the authority granted shall be general or confined to
specific matters, all as the Board or any such committee may
determine.  In the absence of such designation referred to in the
first sentence of this Section, the officers of the Corporation
shall have such power so referred to, to the extent incident to
the normal performance of their duties.

          Section 2.  Deposits.  All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation or otherwise as the Board of Directors
or any committee thereof or any officer of the Corporation to
whom power in that respect shall have been delegated by the Board
or any such committee shall select.

          Section 3.  Checks.  All checks, drafts and other
orders for the payment of money out of the funds of the
Corporation, and all notes or other evidences of indebtedness of
the Corporation, shall be signed on behalf of the Corporation in
such manner as shall from time to time be determined by
resolution of the Board of Directors or of any committee thereof.

          Section 4.  Proxies in Respect of Stock or Other
Securities of Other Corporations.  The Board of Directors or any
committee thereof shall designate the officers of the 
Corporation who shall have authority from time to time to appoint
an agent or agents of the Corporation to exercise in the name and
on behalf of the Corporation the powers and rights which the
Corporation may have as the holder of stock or other securities
in any other corporation, and to vote or consent in respect of
such stock or securities; such designated officers may instruct
the person or persons so appointed as to the manner of exercising
such powers and rights; and such designated officers may execute
or cause to be executed in the name and on behalf of the
Corporation and under its corporate seal, or otherwise, such 
written proxies, powers of attorney or other instruments as they
may deem necessary or proper in order that the Corporation may
exercise its said powers and rights; provided, however, that in
the absence of any such designation, the Chairman of the Board
shall exercise the rights of the Corporation hereunder.

          Section 5.  By-laws Subject to Law and Restated
Certificate of Incorporation of the Corporation.  Each provision
of these By-laws is subject to any contrary provision of the 
Restated Certificate of Incorporation of the Corporation or of
any applicable law as from time to time in effect, and to the
extent any such provision is inconsistent therewith, such 
provision shall be superseded thereby for as long as and to the
extent which it is inconsistent, but for all other purposes of
these By-laws shall continue in full force and effect.
          
                        * * * * * * * * * * * *