EXHIBIT 3.2



                                ALBERTSON'S, INC.

                                     BY-LAWS


<PAGE>

<TABLE>


                                TABLE OF CONTENTS

<CAPTION>                                                                   Page
                                    ARTICLE I
<S>               <C>                                                        <C>

Section 1.1       Registered Office..........................................  1
Section 1.2       Other Offices..............................................  1

                                   ARTICLE II

                          MEETINGS OF THE STOCKHOLDERS

Section 2.1       Place of Meetings..........................................  1
Section 2.2       Annual Meetings............................................  1
Section 2.3       Notice of Annual Meeting...................................  1
Section 2.4       List of Stockholders Entitled to Vote......................  1
Section 2.5       Special Meetings...........................................  2
Section 2.6       Notice of Special Meeting..................................  2
Section 2.7       Quorum.....................................................  2
Section 2.8       Voting.....................................................  2
Section 2.9       Proxies....................................................  3
Section 2.10      Nature of Business at Meetings of Stockholders.............  3

                  A        Limitation........................................  3
                  B.       Notice Requirement................................  3
                  C.       Timeliness of Notice..............................  4
                  D.       Form of Notice....................................  4
                  E.       Business Brought Improperly.......................  4

Section 2.11      Stock Ledger...............................................  4
Section 2.12      Record Date in General.....................................  4
Section 2.13      Record Date for Stockholder Action by Written Consent......  5
Section 2.14      Inspectors of Election.....................................  5

                                   ARTICLE III

                                    DIRECTORS

Section 3.1       Number and Election of Directors...........................  6
Section 3.2       Nomination of Directors....................................  6

                  A.       Limitation........................................  6
                  B.       Notice Requirement................................  7
                  C.       Timeliness of Notice..............................  7
                  D.       Form of Notice....................................  7
                  E.       Defective Nomination..............................  8


</TABLE>
                                       i
<PAGE>
<TABLE>

<S>               <C>                                                        <C>
Section 3.3       Vacancies..................................................  8
Section 3.4       Resignations and Removals of Directors.....................  8
Section 3.5       Duties and Powers..........................................  8
Section 3.6       Indemnification............................................  8

                  A.       Power to Indemnify in Actions, Suits or
                           ProceedingsOther than Those by or in the
                           Right of the Corporation..........................  8
                  B.       Power to Indemnify in Actions, Suits or
                           Proceedings by or in the Right of the
                           Corporation.......................................  9
                  C.       Authorization of Indemnification..................  9
                  D.       Good Faith Defined ............................... 10
                  E.       Indemnification by a Court........................ 10
                  F.       Expenses Payable in Advance....................... 10
                  G.       Nonexclusivity of Indemnification and
                           Advancement of Expenses........................... 11
                  H.       Insurance......................................... 11
                  I.       Certain Definitions............................... 11
                  J.       Survival of Indemnification and Advancement
                           of Expenses....................................... 11
                  K.       Limitation on Indemnification..................... 12
                  L.       Indemnification of Employees and Agents........... 12

Section 3.7       Retirement Age............................................. 12
Section 3.8       Meetings................................................... 12
Section 3.9       Quorum..................................................... 12
Section 3.10      Actions of Board........................................... 12
Section 3.11      Meetings by Means of Conference Telephone.................. 13
Section 3.12      Committees................................................. 13
Section 3.13      Compensation............................................... 13
Section 3.14      Interested Directors....................................... 13

                                   ARTICLE IV

                                     NOTICES

Section 4.1       Notices.................................................... 14
Section 4.2       Waiver of Notice........................................... 14



</TABLE>
                                       ii
<PAGE>
<TABLE>


                                    ARTICLE V

<CAPTION>                           OFFICERS
<S>               <C>                                                        <C>
Section 5.1       Officers Chosen by the Board............................... 14
Section 5.2       Officers Chosen by the Chief Executive Officer............. 15
Section 5.3       Qualification.............................................. 15
Section 5.4       Voting Securities Owned by the Corporation................. 15
Section 5.5       Chairman of the Board...................................... 15
Section 5.6       Chairman of the Executive Committee........................ 15
Section 5.7       Chief Operating Officer.................................... 16
Section 5.8       Vice Chairman of the Corporation........................... 16
Section 5.9       President.................................................. 16
Section 5.10      Chief Executive Officer.................................... 16
Section 5.11      Vice Presidents............................................ 16
Section 5.12      Secretary.................................................. 16
Section 5.13      Assistant Secretaries...................................... 17
Section 5.14      Treasurer.................................................. 17
Section 5.15      Assistant Treasurers....................................... 17

                                   ARTICLE VI

                                      STOCK

Section 6.1       Form of Certificates....................................... 17
Section 6.2       Signatures................................................. 18
Section 6.3       Lost, Destroyed, Stolen or Mutilated Certificates.......... 18
Section 6.4       Transfers.................................................. 18
Section 6.5       Transfer and Registry Agents............................... 18
Section 6.6       Registered Stockholders.................................... 18

                                   ARTICLE VII

                               GENERAL PROVISIONS

Section 7.1       Dividends.................................................. 19
Section 7.2       Disbursements.............................................. 19
Section 7.3       Fiscal Year................................................ 19
Section 7.4       Corporate Seal............................................. 19
Section 7.5       Election Not to Be Subject to Idaho Business
                  Combination Law............................................ 19
Section 7.6       Election Not to Be Subject to Idaho Control Share
                  Acquisition Law............................................ 19
Section 7.7       Entire Board of Directors.................................. 19



</TABLE>
                                      iii
<PAGE>
<TABLE>



                                  ARTICLE VIII

<CAPTION>                          AMENDMENTS
<S>               <C>                                                        <C>
Section 8.1       Amendments................................................. 20

</TABLE>


                                       iv
<PAGE>




                                ALBERTSON'S, INC.

                                     BY-LAWS

                                    ARTICLE I


                                     OFFICES

     Section  1.1  Registered  Office.  The  registered  office of  Albertson's,
Inc.(the  "Corporation")  shall  be in the  City of  Wilmington,  County  of New
Castle, State of Delaware.

     Section 1.2 Other Offices.  The  Corporation  may also have offices at such
other  places  both  within and  without  the State of  Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.


                                   ARTICLE II

                          MEETINGS OF THE STOCKHOLDERS

     Section 2.1 Place of  Meetings.  All meetings of the  stockholders  for the
election of  directors  shall be held in the City of Boise,  State of Idaho,  at
such  place as may be fixed from time to time by the Board of  Directors,  or at
such other  place  either  within or without  the State of  Delaware as shall be
designated  from time to time by the Board of Directors and stated in the notice
of the meeting.  Meetings of the  stockholders for any other purpose may be held
at such time and place,  within or without  the State of  Delaware,  as shall be
stated  in the  notice of the  meeting  or in a duly  executed  waiver of notice
thereof.

     Section 2.2 Annual Meetings.  Annual meetings of stockholders shall be held
on the fourth  Friday of May, if not a legal  holiday  and, if a legal  holiday,
then on the next day  following  that is not a legal  holiday,  at 10:00 o'clock
A.M., or at such other date and time as shall be designated from time to time by
the Board of  Directors  and stated in the notice of the  meeting,  at which the
stockholders  shall elect by written  ballot a Board of Directors,  and transact
such other business as may be properly brought before the meeting.

     Section 2.3 Notice of Annual Meeting. Written notice of the annual meeting,
stating  the  place,  date  and  hour of the  meeting,  shall  be  given to each
stockholder  entitled  to vote at such  meeting  not less than ten nor more than
sixty days before the date of the meeting.

     Section  2.4 List of  Stockholders  Entitled  to Vote.  The officer who has
charge of the stock ledger of the  Corporation  shall prepare and make, or shall
cause to be  prepared  and  made,  at least ten days  before  every  meeting  of
stockholders  a  complete  list  of the  stockholders  entitled  to  vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least

                                     Page 1

<PAGE>



ten days  prior to the  meeting,  either at a place  within  the city  where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting or, if not so  specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time  thereof and may be inspected  by any  stockholder  who is
present;  provided,  however, the failure to do so shall not offset the validity
of any meeting.

         Section 2.5 Special Meetings. Unless otherwise prescribed by statute or
by the certificate of incorporation of the Corporation,  as amended and restated
from time to time or by one or more  certificates of designation filed on behalf
of  the  Corporation   pursuant  to  Section  151(f)  of  the  Delaware  General
Corporation  Law (such  certificate  of  incorporation  and such  certificate or
certificates  of  designation  being  collectively  referred  to  herein  as the
"Certificate of Incorporation"),  special meetings of the stockholders,  for any
purpose  or  purposes,  may be  called  only by the  chairman  of the  Board  of
Directors or by the vice chairman or president of the  Corporation  and shall be
called by the chairman or vice chairman of the Board of Directors or by the vice
chairman, president or secretary of the Corporation at the request in writing of
a majority of the Board of  Directors.  Such request  shall state the purpose or
purposes of the proposed meeting. At a special meeting of the stockholders, only
such business  shall be conducted as shall be specified in the notice of meeting
(or any  supplement  thereto)  given  by or at the  direction  of the  Board  of
Directors.

         Section  2.6 Notice of  Special  Meeting.  Written  notice of a special
meeting,  stating  the place,  date and hour of the  meeting  and the purpose or
purposes  for which the  meeting is called,  shall be given to each  stockholder
entitled  to vote at such  meeting  not less than ten nor more than  sixty  days
before the date of the meeting.

         Section 2.7  Quorum.  The holders of a majority of the shares of common
stock of the  Corporation  (the  "Common  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  law  or  by  the  Certificate  of
Incorporation. A quorum, once established, shall not be broken by the withdrawal
of enough votes to leave less than a quorum. 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
the 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,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  noticed. If the adjournment is for more than thirty days or if after
the adjournment a new record date is fixed for the adjourned  meeting,  a notice
of the adjourned  meeting shall be given to each  stockholder of record entitled
to vote at the  meeting  not less than ten nor more than sixty  days  before the
date of the meeting.

         Section 2.8 Voting.  At all  meetings  of the  stockholders  at which a
quorum is present,  except as  otherwise  required by law,  the  Certificate  of
Incorporation  or these  by-laws,  any  question  brought  before any meeting of
stockholders  shall be decided by the affirmative  vote of the holders of shares
present in person or  represented  by proxy who properly  cast a majority of the
votes on such  question.  Each holder of Common  Stock shall be entitled to cast
one vote for each share of Common Stock standing in his or her name on the books
of the Corporation, and each holder of preferred stock shall be entitled to cast
such number of votes as is provided in the Certificate of Incorporation,  voting

                                     Page 2

<PAGE>



separately  from or together with the holders of Common Stock as provided in the
Certificate of Incorporation.  The Board of Directors, in its discretion, or the
officer of the Corporation presiding at a meeting of stockholders, in his or her
discretion,  may require  that any votes cast at such  meeting  shall be cast by
written ballot.

     Section 2.9 Proxies.  Any stockholder  entitled to vote may do so in person
or by his or her proxy appointed by an instrument in writing  subscribed by such
stockholder  or by his or her attorney  thereunto  authorized,  delivered to the
secretary of the  meeting;  provided,  however,  that no proxy shall be voted or
acted upon after three years from its date,  unless  said proxy  provides  for a
longer period.  Without limiting the manner in which a stockholder may authorize
another  person  or  persons  to act  for  him or her as  proxy,  either  of the
following  shall  constitute a valid means by which a stockholder may grant such
authority: (a) a stockholder may execute a writing authorizing another person or
persons to act for him or her as proxy.  Execution  may be  accomplished  by the
stockholder  or his or her  authorized  officer,  director,  employee  or  agent
signing  such  writing or  causing  his or her  signature  to be affixed to such
writing by any  reasonable  means,  including,  but not limited to, by facsimile
signature;  or (b) a stockholder may authorize  another person or persons to act
for him or her as proxy by  transmitting  or authorizing  the  transmission of a
telegram or other means of electronic transmission to the person who will be the
holder of the  proxy or to a proxy  solicitation  firm,  proxy  support  service
organization  or like agent duly authorized by the person who will be the holder
of the proxy to receive  such  transmission;  provided,  however,  that any such
telegram or other means of electronic  transmission  must either set forth or be
submitted with  information from which it can be determined that the telegram or
other  electronic  transmission  was  authorized by the  stockholder.  Any copy,
facsimile  telecommunication  or other reliable  reproduction  of the writing or
transmission  authorizing  another  person  or  persons  to act as  proxy  for a
stockholder  may be  substituted  or used in lieu  of the  original  writing  or
transmission  for any  and all  purposes  for  which  the  original  writing  or
transmission could be used, provided that such copy, facsimile telecommunication
or other  reproduction  shall be a complete  reproduction of the entire original
writing or transmission.

     Section 2.10 Nature of Business at Meetings of Stockholders.

     A.  Limitation.  Except as otherwise  provided by law or the Certificate of
Incorporation,   no  business  may  be  transacted  at  an  annual   meeting  of
stockholders, other than business that is (a) specified in the notice of meeting
(or any  supplement  thereto)  given  by or at the  direction  of the  Board  of
Directors (or any duly authorized  committee  thereof),  (b) otherwise  properly
brought  before  the  annual  meeting  by or at the  direction  of the  Board of
Directors (or any duly authorized  committee  thereof) or (c) otherwise properly
brought  before  the annual  meeting by any holder of Common  Stock (i) who is a
stockholder  of record on the date of the giving of the notice  provided  for in
this Section 2.10 and on the record date for the  determination  of stockholders
entitled to vote at such annual  meeting and (ii) who  complies  with the notice
procedures set forth in this Section 2.10.

     B. Notice  Requirement.  In addition to any other applicable  requirements,
for business to be properly  brought  before an annual meeting by a stockholder,
such  stockholder  must have given timely notice thereof to the secretary of the
Corporation in accordance with subsection C of this

                                     Page 3

<PAGE>



Section 2.10 in proper  written  form in  accordance  with  subsection D of this
Section 2.10.

     C. Timeliness of Notice.  (1) To be timely,  a stockholder's  notice to the
secretary  of the  Corporation  of  business  to be brought  before a meeting of
stockholders  in  accordance  with  Rule  14a-8  promulgated   pursuant  to  the
Securities  and Exchange Act of 1934 must be delivered to or mailed and received
at the principal  executive  offices of the  Corporation in accordance  with the
deadline  specified  in  subsection  (e)  of  that  rule.  (2) To be  timely,  a
stockholder's  notice to the  secretary  of the  Corporation  of  business to be
brought  before an annual  meeting  other  than in  accordance  with Rule  14a-8
promulgated  pursuant  to the  Securities  and  Exchange  Act of  1934  must  be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation  not less  than 90 days nor more  than 120 days  prior to the  first
anniversary  of  the  date  of  the  immediately  preceding  annual  meeting  of
stockholders;  provided,  however,  that in the event that an annual  meeting is
called  for a date that is not within 30 days  before or after such  anniversary
date, in order to be timely,  notice by the stockholder  must be so received not
later than the close of  business  on the tenth day  following  the day on which
notice of the date of the annual meeting was mailed or public  disclosure of the
date of the annual meeting was made, whichever occurs first.

     D. Form of Notice. To be in proper written form, a stockholder's  notice to
the  secretary  of the  Corporation  of business to be brought  before an annual
meeting  must set forth as to each  matter  such  stockholder  proposes to bring
before the annual meeting (a) 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, (b) the name and record address of such stockholder,  (c)
the class or series  and number of shares of stock of the  Corporation  that are
owned  beneficially or of record by such  stockholder,  (d) a description of all
arrangements or understandings  between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such  stockholder  and any material  interest  such  stockholder  has in such
business and (e) a  representation  that such  stockholder  intends to appear in
person or by proxy at the  annual  meeting  to bring  such  business  before the
meeting.

     E.  Business  Brought  Improperly.  No business  shall be  conducted at the
annual meeting of stockholders except business brought before the annual meeting
in accordance  with the  procedures  set forth in this Section  2.10;  provided,
however, that, once business has been properly brought before the annual meeting
in accordance with such procedures, nothing in this Section 2.10 shall be deemed
to preclude discussion by any stockholder of any such business.  If the chairman
of an annual meeting  determines  that business was not properly  brought before
the annual meeting in accordance  with the foregoing  procedures,  such chairman
shall declare to the meeting that the business was not properly  brought  before
the meeting, and such business shall not be transacted.

     Section 2.11 Stock Ledger. The stock ledger of the Corporation shall be the
only evidence as to who are the  stockholders  entitled (a) to examine the stock
ledger,  the list  required by Section 2.4 of these  by-laws or the books of the
Corporation or (b) to vote in person or by proxy at any meeting of stockholders.

     Section  2.12  Record Date in General.  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

                                     Page 4

<PAGE>



dividend  or other  distribution  or  allotment  of any  rights,  or entitled to
exercise any rights in respect of any change,  conversion  or exchange of stock,
or for the purpose of any other lawful  action (other than an action to be taken
by written consent  without a meeting),  the Board of Directors may fix a record
date,  which  record date shall not  precede the date upon which the  resolution
fixing the record  date is adopted by the Board of  Directors  and which  record
date: (a) in the case of determination  of stockholders  entitled to vote at any
meeting of stockholders or adjournment thereof, shall not be more than sixty nor
less than ten days before the date of such  meeting;  and (b) in the case of any
other  action  (other  than an action to be taken by written  consent  without a
meeting),  shall not be more than sixty days prior to such 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 at the close of
business  on the day next  preceding  the day on which  notice 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; and (b) the record date for determining  stockholders
for any other  purpose  (other  than an action  to be taken by  written  consent
without a  meeting)  shall be at the close of  business  on the day on which the
Board of Directors adopts the resolution  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.

     Section  2.13 Record Date for  Stockholder  Action by Written  Consent.  In
order that the Corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting,  the Board of Directors may fix a
record  date,  which  record  date  shall not  precede  the date upon  which the
resolution  fixing the record  date is  adopted by the Board of  Directors,  and
which  date  shall  not be more  than ten days  after  the date  upon  which the
resolution  fixing the record  date is  adopted by the Board of  Directors.  Any
stockholder  of  record  seeking  to have  the  stockholders  authorize  or take
corporate action by written consent shall, by written notice to the secretary of
the Corporation,  request the Board of Directors to fix a record date. The Board
of Directors shall promptly, but in all events within ten days after the date on
which such a request is received,  adopt a resolution fixing the record date. If
no record date has been fixed by the Board of  Directors  within ten days of the
date on which  such a request  is  received,  the  record  date for  determining
stockholders  entitled  to consent  to  corporate  action in  writing  without a
meeting,  when no  prior  action  by the  Board  of  Directors  is  required  by
applicable  law,  shall be the  first  date on which a  signed  written  consent
setting  forth the action  taken or  proposed  to be taken is  delivered  to the
Corporation by delivery to its registered  office in the State of Delaware,  its
principal place of business,  or an officer or agent of the  Corporation  having
custody of the book in which proceedings of stockholders  meetings are recorded,
to the attention of the secretary of the Corporation.  Delivery shall be by hand
or by certified or registered mail, return receipt requested.  If no record date
has been  fixed by the  Board of  Directors  and  prior  action  by the Board of
Directors  is  required  by  applicable  law,  the record  date for  determining
stockholders  entitled  to consent  to  corporate  action in  writing  without a
meeting  shall be at the  close of  business  on the date on which  the Board of
Directors  adopts  the  resolution  taking  such  prior  action.  No  consent to
corporate  action  in  writing  without  a  meeting  shall be  effective  unless
delivered  to the  Corporation  within  sixty days  following  the  record  date
relating thereto fixed pursuant to this Section 2.13.

     Section  2.14  Inspectors  of  Election.  In  advance  of  any  meeting  of
stockholders, the Board of Directors by  resolution or the chairman of the Board
of Directors  or the vice  chairman,  president or secretary of the  Corporation

                                     Page 5

<PAGE>



shall appoint one or more  inspectors of election to act at the meeting and make
a written  report  thereof.  One or more  other  persons  may be  designated  as
alternate  inspectors to replace any inspector who fails to act. If no inspector
or alternate is present,  ready and willing to act at a meeting of stockholders,
the chairman of the meeting shall  appoint one or more  inspectors to act at the
meeting. Unless otherwise required by law, inspectors may be officers, employees
or agents of the Corporation. Each inspector, before entering upon the discharge
of his or her  duties,  shall take and sign an oath  faithfully  to execute  the
duties of inspector with strict impartiality and according to the best of his or
her ability.  The inspector shall have the duties  prescribed by law, shall take
charge of the polls and, when the vote is completed, shall make a certificate of
the result of the vote taken and of such other facts as may be required by law.


                                   ARTICLE III

                                    DIRECTORS

         Section 3.1 Number and Election of  Directors.  The number of directors
which  shall  constitute  the whole  Board shall be not less than three nor more
than  twenty-one.  Within the limits  above  specified,  the number of directors
shall be  determined  by  resolution  of the Board or by the vote at the  annual
meeting of the holders of at least  three-fourths  of the outstanding  shares of
stock then  entitled  to vote in  elections  of  directors.  The Board  shall be
divided into three classes.  Any increase or decrease in the number of directors
shall be apportioned among the classes so as to make all classes as nearly equal
in number as possible.  No decrease in the authorized  number of directors shall
shorten  the  term  of  any  incumbent  director.  Unless  and  until  otherwise
determined,  the first and third classes  shall each consist of five  directors,
and the second class shall consist of four directors.  A separate election shall
be held for each class of directors at the 1980 annual meeting of  stockholders.
At the 1980 annual meeting of  stockholders  the directors  elected to the first
class  shall  hold  office  for a term of one year and  until  their  respective
successors are elected and qualified;  the directors elected to the second class
shall hold office for a term of two years and until their respective  successors
are elected and  qualified,  and the directors  elected to the third class shall
hold office for a term of three years and until their respective  successors are
elected and qualified.  At each annual meeting  thereafter the successors to the
class of directors  whose term is then expiring  shall be elected to hold office
for a term of three years and until their  respective  successors  are  elected.
Directors need not be stockholders. The chairman of the Board of Directors shall
be an  officer  of the  Corporation,  and the  vice  chairman  of the  Board  of
Directors  need not be an officer of the  Corporation.  The vice chairman of the
Board of Directors  shall be chosen by the Board of Directors and shall,  in the
absence of the  chairman of the Board of  Directors,  preside at meetings of the
Board of Directors.

     Section 3.2 Nomination of Directors.

     A.  Limitation.  Only  persons who are  nominated  in  accordance  with the
following  procedures  shall  be  eligible  for  election  as  directors  of the
Corporation,  except  as  may  be  otherwise  provided  in  the  Certificate  of
Incorporation. Nominations of persons for election to the Board of Directors may
be made at any annual  meeting of  stockholders,  or at any  special  meeting of
stockholders  called for the  purpose of  electing  directors,  (a) by or at the
direction of the Board of Directors (or any duly authorized committee thereof)

                                     Page 6

<PAGE>



or (b) by any holder of Common Stock (i) who is a  stockholder  of record on the
date of the giving of the notice  provided  for in this  Section  3.2 and on the
record  date for the  determination  of  stockholders  entitled  to vote at such
meeting  and (ii) who  complies  with the  notice  procedures  set forth in this
Section 3.2.

     B. Notice  Requirement.  In addition to any other applicable  requirements,
for a nomination  of a director to be made by a  stockholder,  such  stockholder
must have given timely  notice  thereof to the secretary of the  Corporation  in
accordance  with  subsection  C of this  Section 3.2 in proper  written  form in
accordance with subsection D of this Section 3.2.

     C.  Timeliness  of Notice.  To be  timely,  a  stockholder's  notice to the
secretary of the  Corporation of a nomination of a director must be delivered to
or mailed and received at the principal executive offices of the Corporation (a)
in the case of an  annual  meeting  not less than 90 days nor more than 120 days
prior to the first  anniversary of the date of the immediately  preceding annual
meeting of stockholders;  provided,  however,  that in the event that the annual
meeting is called for a date that is not within thirty days before or after such
anniversary,  in  order  to be  timely,  notice  by the  stockholder  must be so
received not later than the close of business on the tenth day following the day
on  which  notice  of the  date of the  annual  meeting  was  mailed  or  public
disclosure of the date of the annual meeting was made,  whichever  occurs first;
and (b) in the case of a special meeting of stockholders  called for the purpose
of  electing  directors,  not later than the close of  business on the tenth day
following the day on which notice of the date of the special  meeting was mailed
or public  disclosure  of the date of the special  meeting  was made,  whichever
occurs first.

     D. Form of Notice. To be in proper written form, a stockholder's  notice to
the  secretary of the  Corporation  of a nomination of a director must set forth
(a) as to each person whom the stockholder  proposes to nominate for election as
a director (i) the name,  age,  business  address and  residence  address of the
person,  (ii) the principal  occupation  or employment of the person,  (iii) the
class or series and number of shares of stock of the Corporation  that are owned
beneficially or of record by the person and (iv) any other information  relating
to the person that would be required to be  disclosed  in a proxy  statement  or
other filings  required to be made in connection with  solicitations  of proxies
for election of directors pursuant to Section 14 of the Securities  Exchange Act
of 1934,  as  amended  (the  "Exchange  Act"),  and the  rules  and  regulations
promulgated thereunder;  and (b) as to the stockholder giving the notice (i) the
name and record address of such stockholder, (ii) the class or series and number
of shares of stock of the Corporation  that are owned  beneficially or of record
by such  stockholder,  (iii) a description of all arrangements or understandings
between  such  stockholder  and each  proposed  nominee and any other  person or
persons  (including their names) pursuant to which the  nomination(s)  are to be
made by such stockholder, (iv) a representation that such stockholder intends to
appear in person or by proxy at the meeting to nominate the persons named in its
notice and (v) any other information  relating to such stockholder that would be
required to be disclosed in a proxy  statement or other  filings  required to be
made in  connection  with  solicitations  of proxies for  election of  directors
pursuant  to  Section  14 of the  Exchange  Act and the  rules  and  regulations
promulgated thereunder.  Such notice must be accompanied by a written consent of
each proposed  nominee to being named as a nominee and to serve as a director if
elected.
                                     Page 7

<PAGE>




     E.  Defective  Nomination.  No person  shall be eligible  for election as a
director of the Corporation  unless  nominated in accordance with the procedures
set forth in this Section 3.2. If the chairman of the meeting  determines that a
nomination  was not  made in  accordance  with  the  foregoing  procedures,  the
chairman shall declare to the meeting that the  nomination  was  defective,  and
such defective nomination shall be disregarded.

     Section 3.3 Vacancies.  Vacancies and newly created directorships resulting
from any  increase  in the  authorized  number of  directors  may be filled by a
majority of the directors then in office,  although less than a quorum,  or by a
sole remaining director. Any director so chosen shall hold office until the next
election of the class for which such director has been chosen,  and until his or
her  successor  has been  elected,  unless  sooner  displaced.  If there  are no
directors  in office,  then an election of  directors  may be held in the manner
provided by statute.  If at the time of filling any vacancy or any newly created
directorship  the directors then in office shall constitute less than a majority
of the entire Board of Directors (as constituted  immediately  prior to any such
increase),  the Court of Chancery may, upon  application  of any  stockholder or
stockholders  holding at least ten percent of the total  number of shares at the
time outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such  vacancies or newly created  directorships,
or to replace the directors chosen by the directors then in office.

     Section 3.4  Resignations  and Removals of  Directors.  Any director of the
Corporation  may resign at any time, by giving written notice to the chairman of
the Board of Directors,  or to the vice chairman,  president or secretary of the
Corporation.  Such resignation  shall take effect at the time therein  specified
or, if no time is specified,  immediately;  and, unless  otherwise  specified in
such notice,  the acceptance of such resignation  shall not be necessary to make
it effective.  Except as otherwise required by law and subject to the rights, if
any, of the holders of shares of preferred stock then outstanding,  any director
or the entire  Board of Directors  may be removed  from office at any time,  but
only for cause,  and only by the  affirmative  vote of the holders of at least a
majority in voting power of the issued and outstanding  stock of the Corporation
entitled to vote in the election of directors.  As used in this Section 3.4, the
term "cause" shall mean (a) conviction of a crime involving moral turpitude, (b)
administrative  agency determination of conduct involving moral turpitude or (c)
a  determination  in good faith, by a majority in voting power of the issued and
outstanding  stock  of the  Corporation  entitled  to  vote in the  election  of
directors  after a hearing before at minimum such a majority in voting power, of
conduct  involving  moral turpitude  materially  adverse to the interests of the
Corporation.

     Section 3.5 Duties and Powers.  The  business 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  statute  or by the  Certificate  of  Incorporation  or by these  by-laws
directed or required to be exercised or done by the stockholders.

     Section 3.6 Indemnification.

     A. Power to Indemnify in Actions,  Suits or Proceedings Other than Those by
or in the Right of the Corporation. Subject to subsection C of this Section 3.6,
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


                                     Page 8

<PAGE>



reason of the fact  that such  person is or was a  director  or  officer  of the
Corporation,  or is or was a director or officer of the  Corporation  serving at
the request of the  Corporation  as a director or officer,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan 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, such person 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 such 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,  had reasonable  cause to believe that his or
her conduct was unlawful.

     B. Power to Indemnify in Actions,  Suits or  Proceedings by or in the Right
of the Corporation. Subject to subsection C of this Section 3.6, 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 or officer of the  Corporation,  or is or was a
director or officer of the Corporation serving at the request of the Corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint  venture,  trust,  employee  benefit  plan 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 to the  Corporation
unless and only to the extent  that the Court of  Chancery 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 or such other court shall deem proper.

     C. Authorization of Indemnification. Any indemnification under this Section
3.6  (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 or officer is proper in the  circumstances  because such person has met
the applicable  standard of conduct set forth in subsection A or subsection B of
this Section 3.6, as the case may be. Such determination  shall be made (a) by a
majority  vote of the  directors  who are not  parties to such  action,  suit or
proceeding,  even  though  less  than a  quorum,  or (b) if  there  are no  such
directors,  or if such directors so direct,  by  independent  legal counsel in a
written  opinion or (c) by the  stockholders.  To the  extent,  however,  that a
director  or officer of the  Corporation  has been  successful  on the merits or
otherwise in defense of any action,  suit or proceeding  described  above, 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,  without the necessity of authorization in
the specific case.

                                     Page 9

<PAGE>




     D. Good Faith Defined. For purposes of any determination under subsection C
of this Section 3.6, a person shall be deemed to have 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,  or,  with  respect  to any  criminal  action or
proceeding,  to have had no  reasonable  cause to believe his or her conduct was
unlawful, if such person's action is based on the records or books of account of
the Corporation or another enterprise, or on information supplied to such person
by the officers of the Corporation or another  enterprise in the course of their
duties,  or on the  advice  of legal  counsel  for the  Corporation  or  another
enterprise or on information or records given or reports made to the Corporation
or another  enterprise by an independent  certified  public  accountant or by an
appraiser or other expert  selected with  reasonable  care by the Corporation or
another enterprise.  The term "another  enterprise" as used in this subsection D
shall mean any other  corporation  or any  partnership,  joint  venture,  trust,
employee benefit plan or other enterprise of which such person is or was serving
at the request of the Corporation as a director, officer, employee or agent. The
provisions of this  subsection D shall not be deemed to be exclusive or to limit
in any way the  circumstances  in which a person  may be  deemed to have met the
applicable standard of conduct set forth in subsection A or subsection B of this
Section 3.6, as the case may be.

     E. Indemnification by a Court.  Notwithstanding any contrary  determination
in the specific case under subsection C of this Section 3.6, and notwithstanding
the absence of any determination  thereunder,  any director or officer may apply
to the  Court  of  Chancery  of the  State of  Delaware  or any  other  court of
competent  jurisdiction  in the State of  Delaware  for  indemnification  to the
extent otherwise permissible under subsection A and subsection B of this Section
3.6. The basis of such  indemnification  by a court shall be a determination  by
such  court that  indemnification  of the  director  or officer is proper in the
circumstances  because such person has met the  applicable  standards of conduct
set forth in  subsection A or  subsection B of this Section 3.6, as the case may
be. Neither a contrary  determination in the specific case under subsection C of
this  Section 3.6 nor the  absence of any  determination  thereunder  shall be a
defense to such application or create a presumption that the director or officer
seeking  indemnification has not met any applicable standard of conduct.  Notice
of any  application for  indemnification  pursuant to this subsection E shall be
given to the  Corporation  promptly  upon the  filing  of such  application.  If
successful, in whole or in part, the director or officer seeking indemnification
shall also be entitled to be paid the expense of prosecuting such application.

     F. Expenses Payable in Advance.  Expenses incurred by a director or officer
in defending or investigating a threatened or pending action, suit or proceeding
shall 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
such  director  or  officer  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 Section 3.6.

                                     Page 10

<PAGE>




     G.  Nonexclusivity  of  Indemnification  and  Advancement of Expenses.  The
indemnification  and advancement of expenses  provided by or granted pursuant to
this  Section  3.6 shall not be deemed  exclusive  of any other  rights to which
those seeking  indemnification  or advancement of expenses may be entitled under
the Certificate of Incorporation  or any by-law,  agreement,  contract,  vote of
stockholders or disinterested  directors or pursuant to the direction (howsoever
embodied) of any court of competent jurisdiction or otherwise, both as to action
in such person's  official  capacity and as to action in another  capacity while
holding such office, it being the policy of the Corporation that indemnification
of the persons  specified in  subsection A and  subsection B of this Section 3.6
shall be made to the fullest  extent  permitted by law. The  provisions  of this
Section 3.6 shall not be deemed to preclude  the  indemnification  of any person
who is not  specified in  subsection  A or  subsection B of this Section 3.6 but
whom the  Corporation  has the  power  or  obligation  to  indemnify  under  the
provisions of the General  Corporation Law of the State of Delaware (the "GCL"),
or otherwise.

     H. Insurance. The Corporation may purchase and maintain insurance on behalf
of any  person  who  corporation,  or is or was a  director  or  officer  of the
Corporation  serving at the request of the  Corporation as a director,  officer,
employee or agent of another  corporation,  partnership,  joint venture,  trust,
employee benefit plan or other enterprise, against an liability asserted against
such person and incurred by such person in any suc  capacity,  or arising out of
such  person's  status as such,  whether or not the  Corporation  would have the
power or the obligation to indemnify  such person  against such liability  under
the provisions of this Section 3.6.

     I. Certain  Definitions.  For purposes of this Section 3.6,  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 that, if its separate  existence had continued,  would
have had power and authority to indemnify its directors or officers, so that any
person who is or was a director or officer of such constituent  corporation,  or
is or was a director or officer of such constituent  corporation  serving at the
request of such  constituent  corporation  as a director,  officer,  employee or
agent of  another  corporation,  partnership,  joint  venture,  trust,  employee
benefit plan or other  enterprise,  shall stand in the same  position  under the
provisions  of this  Section  3.6 with  respect to the  resulting  or  surviving
corporation  as such person  would have stood with  respect to such  constituent
corporation  if its  separate  existence  had  continued.  For  purposes of this
Section 3.6,  references to "fines" shall include any excise taxes assessed on a
person with respect to an employee  benefit plan;  and 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 or officer  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 an 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 Section 3.6.

     J.  Survival  of   Indemnification   and   Advancement  of  Expenses.   The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Section 3.6 shall,  unless otherwise  provided when authorized or ratified,
continue  as to a person who has ceased to be a  director  or officer  and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

                                     Page 11

<PAGE>




     K. Limitation on  Indemnification.  Notwithstanding  anything  contained in
this Section 3.6 to the contrary,  except for  proceedings  to enforce rights to
indemnification   (which  shall  be  governed  by  subsection  E  hereof),   the
Corporation  shall not be obligated to indemnify any director or officer (or his
or her  heirs,  executors  or  personal  or legal  representatives)  or  advance
expenses in connection  with a proceeding  (or part  thereof)  initiated by such
person unless such  proceeding  (or part thereof) was authorized or consented to
by the Board of Directors of the Corporation.

     L.  Indemnification  of Employees and Agents.  The Corporation  may, to the
extent authorized from time to time by the Board of Directors, provide rights to
indemnification  and to the  advancement  of expenses to employees and agents of
the Corporation  similar to those conferred in this Section 3.6 to directors and
officers of the Corporation.

     Section 3.7 Retirement Age. No director after having attained the age of 70
years shall be allowed to run for re-election or  reappointment  to the Board of
Directors,  excepting,  however,  that  such  retirement  age shall not apply to
directors  over the age of 65 years who were  serving on such board on September
9, 1974.

     Section 3.8 Meetings.  The Board of Directors of the  Corporation  may hold
meetings,  both  regular  and  special,  either  within or without  the State of
Delaware.  Regular  meetings of the Board of Directors  may be held at such time
and at such  place  as may be  from  time to time  determined  by the  Board  of
Directors and, unless required by resolution of the Board of Directors,  without
notice. Special meetings of the Board of Directors may be called by the chairman
of the Board of Directors,  by the vice chairman or president of the Corporation
or by a majority of the directors  then in office.  Notice  thereof  stating the
place,  date and hour of the meeting shall be given to each  director  either by
mail not  less  than  forty-eight  hours  before  the  date of the  meeting,  by
telephone,  facsimile,  telegram or other electronic means on twenty-four hours'
notice,  or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

     Section  3.9  Quorum.  Except  as may be  otherwise  required  by law,  the
Certificate of Incorporation  or these by-laws,  at all meetings of the Board of
Directors, a majority of the entire Board of Directors shall constitute a quorum
for the  transaction  of business  and the vote of a majority  of the  directors
present at any meeting at which there is a quorum  shall be the act of the Board
of  Directors.  If a quorum  shall not be present at any meeting of the Board of
Directors,  the directors  present  thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and
place of the adjourned meeting, until a quorum shall be present.

     Section  3.10  Actions  of  Board.  Unless  otherwise   restricted  by  the
Certificate of Incorporation or these by-laws,  any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or committee,  as the
case may be,  consent  thereto in writing and the writing or writings  are filed
with the minutes of proceedings of the Board or committee.

                                     Page 12

<PAGE>



     Section 3.11 Meetings by Means of Conference  Telephone.  Unless  otherwise
provided by the Certificate of  Incorporation  or these by-laws,  members of the
Board of Directors of the Corporation,  or any committee designated by the Board
of  Directors,  may  participate  in a meeting of the Board of Directors or 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  participation  in a meeting  pursuant to this Section 3.11 shall constitute
presence in person at such meeting.

     Section 3.12  Committees.  The Board of Directors may designate one or more
committees,  each  committee  to consist of two or more of the  directors of the
Corporation.  The Board of  Directors  may  designate  one or more  directors as
alternate  members of any committee,  who may replace any absent or disqualified
member at any meeting of such committee. In the absence or disqualification of a
member of a  committee,  the member or members  present at any  meeting  and not
disqualified  from  voting,  whether or not such member or members  constitute a
quorum, may unanimously  appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified  member. Any such
committee,  to the extent provided in one or more resolutions  adopted by of the
Board of Directors,  shall have and may exercise all the powers and authority of
the Board of  Directors  in the  management  of the  business and affairs of the
Corporation,  and may authorize the seal of the Corporation to be affixed to all
papers  which may  require  it;  but no such  committee  shall have the power or
authority in reference to the following matters:  (i) approving or adopting,  or
recommending to the stockholders, any action or matter expressly required by the
GCL to be submitted to stockholders  for approval or (ii) adopting,  amending or
repealing  any by-law of the  Corporation.  Each  committee  shall keep  regular
minutes and report to the Board of Directors when required.

     Section 3.13  Compensation.  The directors may be paid their  expenses,  if
any, of  attendance  at each meeting of the Board of Directors and may be paid a
fixed sum for  attendance  at each  meeting of the Board of  Directors  and/or a
stated  salary,  or such other  emoluments as the Board of Directors  shall from
time to time determine. No such payment shall preclude any director from serving
the  Corporation  in any other  capacity and  receiving  compensation  therefor.
Members of special or standing  committees may be allowed like  compensation for
attending committee meetings.

     Section 3.14 Interested  Directors.  No contract or transaction between the
Corporation  and  one or more of its  directors  or  officers,  or  between  the
Corporation  and  any  other  corporation,  partnership,  association  or  other
organization  in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason,  or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee  thereof which  authorizes
the contract or transaction,  or solely because such person's or their votes are
counted for such purpose if (a) the material  facts as to such person's or their
relationship  or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or  committee  in good faith  authorizes  the  contract  or  transaction  by the
affirmative votes of a majority of the disinterested directors,  even though the
disinterested  directors be less than a quorum;  or (b) the material facts as to
such  person's  or their  relationship  or  interest  and as to the  contract or
transaction  are  disclosed  or are known to the  stockholders  entitled to vote
thereon, and the contract or transaction is specifically approved in good faith


                                     Page 13

<PAGE>



by vote of the  stockholders;  or (c) the contract or  transaction is fair as to
the  Corporation  as of the time it is  authorized,  approved or ratified by the
Board  of  Directors,  a  committee  thereof  or  the  stockholders.  Common  or
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee that authorizes the contract
or transaction.


                                   ARTICLE IV

                                     NOTICES

         Section 4.1 Notices.  Whenever  written  notice is required by law, the
Certificate  of  Incorporation  or these  by-laws  to be given to any  director,
member  of a  committee  or  stockholder,  such  notice  may be  given  by mail,
addressed  to such  director,  member of a  committee  or  stockholder,  at such
person's address as it appears on the records of the  Corporation,  with postage
thereon  prepaid,  and such notice  shall be deemed to be given at the time when
the same shall be deposited in the United States mail.  Written  notice may also
be given personally or by telegram, facsimile or other electronic means.

         Section 4.2 Waiver of Notice.  Whenever  any notice is required by law,
the Certificate of  Incorporation  or these by-laws to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons  entitled  to said  notice,  whether  before or after the time
stated therein, shall be deemed equivalent to notice.  Attendance of a person at
a meeting,  present by person or represented by proxy, shall constitute a waiver
of notice of such meeting,  except where the person  attends the meeting for the
express  purpose of objecting at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called or convened.  Neither
the  business  to be  transacted  at, nor the purpose of, any regular or special
meeting of  stockholders,  directors or members of a committee of directors need
be specified in any written  waiver of notice  except to the extent  required by
law, the Certificate of Incorporation or these by-laws.


                                    ARTICLE V

                                    OFFICERS

         Section 5.1 Officers Chosen by the Board. The following officers of the
Corporation shall be chosen by the Board of Directors at its meeting held either
the day before or the day of each annual meeting of stockholders:  a chairman of
the  Board  of  Directors  (who  must  be a  director)  and a  president  of the
Corporation. The Board of Directors shall designate the chairman of the Board of
Directors as the chief executive officer and the president of the Corporation as
the chief operating officer. A vice chairman of the Corporation may be chosen by
the Board of  Directors  at its meeting held either the day before or the day of
each annual meeting of stockholders. Effective as of January 29, 1999, the Board
of Directors  may also choose a chairman of the executive  committee,  who shall

                                     Page 14

<PAGE>



serve for such term as the Board of Directors shall designate, and, if no one is
chosen  to fill  this  officer  position,  then the  chairman  of the  executive
committee  shall  be an  outside  director  pursuant  to  Section  3.12 of these
by-laws.  The Board of Directors may also choose such other officers as it deems
necessary or appropriate. The officers of the Corporation chosen by the Board of
Directors shall hold their offices for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board of
Directors.  Any officer  chosen or appointed  by the Board of  Directors  may be
removed  from  office at any time by the  affirmative  vote of a majority of the
Board of Directors. Any vacancy occurring in any of such offices shall be filled
by the Board of  Directors.  The  salaries of the  officers  of the  Corporation
chosen by the Board of Directors shall be fixed by the Board of Directors.

         Section 5.2 Officers Chosen by the Chief Executive  Officer.  The chief
executive  officer may appoint any vice  presidents  (including  executive  vice
presidents,  senior vice presidents and group vice  presidents),  the secretary,
any assistant secretaries,  the treasurer, any assistant treasurers,  presidents
and other officers of subsidiary corporations and such other officers and agents
as he or she may deem necessary, who shall hold their offices for such terms and
shall  exercise such powers and perform such duties as shall be determined  from
time to time by the chief  executive  officer,  who may remove any such officers
from office at any time.

         Section  5.3  Qualification.  Any number of offices  may be held by the
same  person,   unless   otherwise   prohibited  by  law,  the   Certificate  of
Incorporation  or these  By-laws.  The officers of the  Corporation  need not be
stockholders of the  Corporation  nor, except in the case of the chairman of the
Board of Directors, need such officers be directors of the Corporation.

         Section 5.4 Voting  Securities  Owned by the  Corporation.  Instruments
relating to securities owned by the  Corporation,  including powers of attorney,
proxies,  waivers of notice of meeting,  consents and other instruments relating
to  securities  owned by the  Corporation  may be executed in the name of and on
behalf of the  Corporation  by the  chairman of the Board of Directors or by the
vice chairman or president of the Corporation, and any such officers may, in the
name of and on  behalf  of the  Corporation,  take all such  action  as any such
officer  may deem  advisable  to vote in  person or by proxy at any  meeting  of
security  holders of any corporation in which the Corporation may own securities
and at any such  meeting  shall  possess and may exercise any and all rights and
power incident to the ownership of such securities that the Corporation,  as the
owner  thereof,  might have  exercised  and  possessed if present.  The Board of
Directors  may from time to time  confer,  by  resolution,  like powers upon any
other person or persons.

         Section  5.5  Chairman  of the  Board.  The  chairman  of the  Board of
Directors  shall  preside at all  meetings of the Board of  Directors  and shall
possess  the  power  to sign on  behalf  of the  Corporation  all  certificates,
contracts and other  instruments the execution of which may be authorized by the
Board of  Directors.  The chairman of the Board of Directors  shall also perform
such other duties and may exercise such other powers as from time to time may be
assigned to him or her by these by-laws or by the Board of Directors.

         Section 5.6 Chairman of the  Executive  Committee.  The chairman of the
executive  committee shall preside at all meetings of the executive committee of
the Board of  Directors,  shall be available for advice and  consultation  as to
operations and  administrative  matters of  significance  and shall perform such
other  duties and may  exercise  such  other  powers as from time to time may be
assigned to him or her by these by-laws or by the Board of Directors.

                                     Page 15

<PAGE>



         Section 5.7 Chief Operating Officer.  The chief operating officer shall
have  responsibility  for the operations of the Corporation as authorized by the
Board of Directors  and shall  perform  such other duties and may exercise  such
other powers as from time to time may be assigned to him or her by these by-laws
or by the Board of Directors.

         Section 5.8 Vice Chairman of the Corporation.  The vice chairman of the
Corporation  shall  possess the power to sign on behalf of the  Corporation  all
certificates,  contracts  and other  instruments  the  execution of which may be
authorized by the Board of Directors and shall perform such other duties and may
exercise such other powers as from time to time may be assigned to him or her by
these by-laws or by the Board of Directors.

         Section 5.9 President. The president shall possess the power to sign on
behalf of the Corporation all certificates,  contracts and other instruments the
execution of which may be authorized by the Board of Directors and shall perform
such other duties and may exercise such other powers as from time to time may be
assigned to him or her by these by-laws or by the Board of Directors.

         Section 5.10 Chief Executive Officer. The chief executive officer shall
preside at, or shall  designate such other officer of the Corporation to preside
at, meetings of stockholders. The chief executive officer shall have general and
active  management  of the business  affairs of the  Corporation,  including the
right to appoint such officers as provided for in Section 5.2 of these  by-laws,
and shall see that all  orders and  resolutions  of the Board of  Directors  are
carried into effect.  The chief executive  officer shall also perform such other
duties and may  exercise  such other powers as from time to time may be assigned
to him or her by these by-laws or by the Board of Directors.

         Section 5.11 Vice Presidents. The executive vice president, senior vice
president or group vice president  designated by the Board of Directors shall be
vested with all powers and shall  perform all the duties of the president in the
absence or the disability of the president.  Each vice president shall be vested
with such powers and shall  perform  such duties  granted or imposed upon him or
her by the Board of Directors or by the chief  executive  officer at the time of
his or her  appointment to office or as from time to time may be assigned to him
or her by these  by-laws,  by the  chief  executive  officer  or by the Board of
Directors.

         Section 5.12 Secretary.  The secretary shall attend all meetings of the
Board of  Directors  and all  meetings  of the  stockholders  and record all the
proceedings  thereat  in a book or books to be kept for that  purpose  and shall
perform like duties for the standing  committees when  requested.  The secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors,  and shall perform such other duties
as may be prescribed by the Board of Directors or the chief  executive  officer,
under whose supervision the secretary shall be. If the secretary shall be unable
or shall refuse to cause to be given notice of all meetings of the  stockholders
and special  meetings of the Board of  Directors,  and if there be no  assistant
secretary, then either the Board of Directors or the chief executive officer may
choose  another  officer to cause such notice to be given.  The secretary  shall
have custody of the corporate seal of the Corporation,  and the secretary or any
assistant secretary,  if there be one, shall have authority to affix the same to
any  instrument  requiring  it and,  when so affixed,  it may be attested by the
signature of the secretary or by the signature of any such assistant  secretary.

                                     Page 16

<PAGE>



The Board of Directors may give general  authority to any other officer to affix
the seal of the  Corporation and to attest the affixing by his or her signature.
The secretary shall see that all books,  reports,  statements,  certificates and
other  documents  and records  required by law to be kept or filed are  properly
kept or filed, as the case may be.

         Section 5.13 Assistant Secretaries.  Assistant secretaries, if there be
any,  shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors,  the chief executive  officer or the
secretary,  and in the  absence of the  secretary  or in the event of his or her
disability  or refusal to act,  shall perform the duties of the  secretary,  and
when  so  acting,  shall  have  all  the  powers  of and be  subject  to all the
restrictions upon the secretary.

         Section  5.14  Treasurer.  The  treasurer  shall  have  custody  of the
corporate  funds and  securities  and shall keep full and  accurate  accounts of
receipts  and  disbursements  in books  belonging to the  Corporation  and shall
deposit all moneys and other  valuable  effects in the name and to the credit of
the  Corporation  in such  depositories  as may be  designated  by the  Board of
Directors.  The treasurer  shall disburse the funds of the Corporation as may be
ordered  by  the  Board  of   Directors,   taking   proper   vouchers  for  such
disbursements,  and shall render to the chief executive officer and the Board of
Directors at its regular  meetings,  or when the Board of Directors so requires,
an account of all of his or her  transactions  as treasurer and of the financial
condition  of the  Corporation.  If  required  by the  Board of  Directors,  the
treasurer  shall give the Corporation a bond in such sum and with such surety or
sureties as shall be  satisfactory  to the Board of  Directors  for the faithful
performance of the duties of the office of treasurer and for the  restoration to
the Corporation,  in case of the treasurer's death,  resignation,  retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever  kind in the  treasurer's  possession or under control of the treasurer
belonging to the Corporation.

         Section 5.15 Assistant Treasurers.  Assistant  treasurers,  if there be
any,  shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors,  the chief executive  officer or the
treasurer,  and  in  the  absence  of  the  treasurer  or in  the  event  of the
treasurer's  disability  or  refusal  to act,  shall  perform  the duties of the
treasurer,  and when so  acting,  shall have all the powers of and be subject to
all the restrictions upon the treasurer.  If required by the Board of Directors,
an assistant  treasurer  shall give the  Corporation a bond in such sum and with
such surety or sureties as shall be  satisfactory  to the Board of Directors for
the faithful  performance of the duties of the office of assistant treasurer and
for the  restoration to the  Corporation,  in case of the assistant  treasurer's
death,  resignation,  retirement or removal from office,  of all books,  papers,
vouchers, money and other property of whatever kind in the assistant treasurer's
possession  or  under  control  of  the  assistant  treasurer  belonging  to the
Corporation.


                                   ARTICLE VI

                                      STOCK

         Section  6.1  Form  of  Certificates.  Every  holder  of  stock  in the
Corporation  shall be entitled to have a  certificate  signed in the name of the
Corporation, by (a) the chairman of the Board of Directors or the vice chairman,

                                     Page 17

<PAGE>



the  president or an executive  vice  president of the  Corporation  and (b) the
treasurer or an assistant  treasurer or the secretary or an assistant  secretary
of the  Corporation  certifying the number of shares of stock of the Corporation
owned by such holder.

         Section 6.2 Signatures.  Where a certificate is countersigned  (a) by a
transfer agent other than the  Corporation or its employee or (b) by a registrar
other  than  the  Corporation  or  its  employee,  any  other  signature  on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose  facsimile  signature has been placed upon a certificate
shall have ceased to be such officer,  transfer  agent or registrar  before such
certificate is issued,  it may be issued by the Corporation with the same effect
as if such person were such officer,  transfer agent or registrar at the date of
issue.

         Section 6.3 Lost,  Destroyed,  Stolen or  Mutilated  Certificates.  The
Board of Directors may direct a new  certificate or certificates to be issued in
place of any certificate or certificates  theretofore  issued by the Corporation
alleged to have been lost,  stolen or destroyed  upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost,  stolen
or destroyed.  When authorizing such issue of a new certificate or certificates,
the Board of Directors  may, in its  discretion as a condition  precedent to the
issuance  thereof,   require  the  owner  of  such  lost,  stolen  or  destroyed
certificate or certificates, or such person's legal representative, to advertise
the same in such manner as it shall  require  and/or to give the  Corporation  a
bond in such sum as it may  direct as  indemnity  against  any claim that may be
made against the  Corporation  with respect to the  certificate  alleged to have
been lost, stolen or destroyed.

         Section 6.4 Transfers.  Stock of the Corporation  shall be transferable
in the manner  prescribed by law and in these by-laws.  Transfers of stock shall
be  made  on the  books  of the  Corporation  only by the  person  named  in the
certificate  or by such person's  attorney  lawfully  constituted in writing and
upon the surrender of the certificate  therefor,  properly endorsed for transfer
and  payment of all  necessary  transfer  taxes;  provided,  however,  that such
surrender and  endorsement or payment of taxes shall not be required in any case
in  which  the  officers  of the  Corporation  shall  determine  to  waive  such
requirement.  Every  certificate  exchanged,  returned  or  surrendered  to  the
Corporation  shall be marked  "Canceled," with the date of cancellation,  by the
secretary  or  assistant  secretary of the  Corporation  or the  transfer  agent
thereof.  No transfer of stock shall be valid as against the Corporation for any
purpose until it shall have been entered in the stock records of the Corporation
by an entry showing from and to whom transferred.

         Section 6.5 Transfer and Registry Agents. The Corporation may from time
to time maintain one or more transfer  offices or agencies and registry  offices
or  agencies at such place or places as may be  determined  from time to time by
the Board of Directors.

         Section 6.6 Registered Stockholders.  The Corporation shall be entitled
to recognize  the  exclusive  right of a person  registered  on its books as the
owner  of  shares  to  receive  dividends  and to vote as  such  owner a  person
registered  on it  books as the  owner  of  shares,  and  shall  not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other  person,  whether  or not it shall  have  express or other
notice thereof, except as otherwise provided by law.

                                     Page 18

<PAGE>




                                   ARTICLE VII

                               GENERAL PROVISIONS

         Section 7.1 Dividends.  Subject to the  requirements of the GCL and the
provisions of the Certificate of Incorporation,  dividends upon the stock of the
Corporation  may be declared by the Board of Directors at any regular or special
meeting of the Board of  Directors,  and may be paid in cash,  in property or in
shares of the Corporation's stock. Before payment of any dividend,  there may be
set aside out of any funds of the  Corporation  available for dividends such sum
or sums as the Board of Directors from time to time, in its absolute discretion,
may deem  proper as a reserve  or  reserves  for any  purpose,  and the Board of
Directors may modify or abolish any such reserve.

         Section 7.2 Disbursements. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

         Section 7.3       Fiscal Year.  The  fiscal  year  of  the  Corporation
shall be fixed by resolution of the Board of Directors.

         Section 7.4 Corporate  Seal.  The corporate  seal shall have  inscribed
thereon the name of the Corporation and the words  "Corporate  Seal,  Delaware."
The seal may be used by causing it or a  facsimile  thereof to be  impressed  or
fixed or reproduced or otherwise.

         Section 7.5  Election Not to Be Subject to Idaho  Business  Combination
Law. The Corporation expressly elects not to be subject to the provisions of the
Idaho Business  Combination Law, codified as Chapter 17 of Title 30 of the Idaho
Code.

         Section  7.6  Election  Not  to  Be  Subject  to  Idaho  Control  Share
Acquisition  Law.  The  Corporation  expressly  elects  not to be subject to the
provisions of the Idaho Control Share Acquisition Law, codified as Chapter 16 of
Title 30 of the Idaho Code.

         Section 7.7 Entire Board of Directors.  As used in these  by-laws,  the
term "entire  Board of Directors"  means the total number of directors  that the
Corporation would have if there were no vacancies.


                                     Page 19

<PAGE>


                                  ARTICLE VIII

                                   AMENDMENTS

         Section  8.1  Amendments.  These  by-laws  may be  altered,  amended or
repealed,  in whole or in part,  or new  by-laws  may be adopted by the Board of
Directors  or  by  the   stockholders   as  provided  in  the   Certificate   of
Incorporation.

         I, Kaye L. O'Riordan, do  hereby certify  that  the foregoing  are  the
By-Laws of the  Corporation as of  March 17, 2000  with subsection C. of Section
2.10 and subsection C. of Section 3.2 effective as of June 16, 2000.



                                  /s/  Kaye L. O'Riordan
                                  -------------------------------------------
                                       Kaye L. O'Riordan
                                       Vice President and Corporate Secretary


                                     Page 20