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             AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS
                            OF INTRAV, INC.


     The undersigned, being the duly appointed Assistant Secretary of
Intrav, Inc., a Missouri corporation,  hereby certifies that, as of this
16th day of July, 1999, the Amended and Restated By-Laws, as amended, of
Intrav, Inc. (the "Amended and Restated Bylaws") were amended as
follows:

     1.   Article XV of the Amended and Restated Bylaws is deleted and
replaced in its entirety to read as follows:

                             ARTICLE XV
                             ----------

                     FOREIGN OWNERSHIP OF STOCK
                     --------------------------

     For purposes of determining compliance with the citizenship
     requirements of the Merchant Marine Act of 1936, as amended, the
     Shipping Act of 1916, as amended, and the regulations promulgated
     thereunder, pursuant to Section H of Article Eleven of the Amended
     and Restated Articles of Incorporation of the Corporation, as amended
     (the "Restated Articles"), the following regulations and procedures
     shall apply:

          1. Beneficial Ownership. The Majority Shareholder Agreement,
             --------------------
     dated as of July 16, 1999, by and among Kuoni Reisen Holding AG
     ("Kuoni"), Diamond Holding Delaware, Inc. ("Diamond Holding"),
     Diamond Acquisition Subsidiary Missouri, Inc. ("Diamond Acquisition"),
     The Revocable Trust of Barney A. Ebsworth, dated July 23, 1986, as
     amended (the "Trust"), and Barney A. Ebsworth (the "Majority Shareholder
     Agreement") and any amendment thereto or any similar agreement to vote
     by the Trust which is entered into in conjunction with the Corporation's
     execution and delivery of the Agreement and Plan of Merger, dated as of
     July 16, 1999, by and among Kuoni, Diamond Holding, Diamond Acquisition
     and the Corporation or any amendment thereto (the "Merger Agreement"),
     shall not result in Kuoni, Diamond Holding, Diamond Acquisition or
     any affiliate thereof being deemed a "Beneficial Owner" of the
     shares of the Corporation's capital stock held by the Trust for
     purposes of Article Eleven of the Restated Articles.

          2. Excess Shares. For purposes of calculating "Excess
             -------------
     Shares" pursuant to Section D of Article 11 of the Restated
     Articles, if Kuoni, Diamond Holding or Diamond Acquisition
     exercises the option granted to it by the Trust, July 16, 1999
     (the date of the Majority Shareholder Agreement) shall be deemed
     to be the date of acquisition of the shares of the Corporation's
     common stock

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     purchased by Kuoni, Diamond Holding or Diamond Acquisition
     pursuant to that option.

     2. The following Article is added to the Amended and Restated
Bylaws as Article XVI:

                             ARTICLE XVI
                             -----------

                 CONTROL SHARE ACQUISITION STATUTE
                 ---------------------------------

The acquisition of shares of the Corporation's common stock by Diamond
Acquisition, Diamond Holding or Kuoni pursuant to the Merger Agreement
or pursuant to the exercise of the option granted by the Trust pursuant
to the Majority Shareholder Agreement shall be deemed not to constitute
a "control share acquisition" of the Corporation's common stock for
purposes of Section 351.407 of The General and Business Corporation Law
of Missouri.

                         /s/ Vanessa M. Tegethoff
                         -----------------------------------------------
                         Vanessa M. Tegethoff, Assistant Secretary

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