Exhibit 3.2















                                ALBERTSON'S, INC.

                                     BY-LAWS













                  Amended March 15, 2001 and December 5, 2003

<PAGE>



                                TABLE OF CONTENTS
                                                                            Page
                                    ARTICLE I
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................................  6
                  C.       Timeliness of Notice..............................  7
                  D.       Form of Notice....................................  7
                  E.       Defective Nomination..............................  7

Section 3.3       Vacancies..................................................  7
Section 3.4       Resignations and Removals of Directors.....................  8
Section 3.5       Duties and Powers..........................................  8
Section 3.6       Indemnification............................................  8

                                       i
<PAGE>

                  A.       Power to Indemnify in Actions, Suits or Proceedings
                           Other 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..................................9
                  E.       Indemnification by a Court.........................10
                  F.       Expenses Payable in Advance........................10
                  G.       Nonexclusivity of Indemnification and Advancement
                           of Expenses........................................10
                  H.       Insurance..........................................10
                  I.       Certain Definitions................................11
                  J.       Survival of Indemnification and Advancement of
                           Expenses...........................................11
                  K.       Limitation on Indemnification......................11
                  L.       Indemnification of Employees and Agents............11

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...................12
Section 3.12      Committees..................................................12
Section 3.13      Compensation................................................13
Section 3.14      Interested Directors........................................13

                                   ARTICLE IV

                                     NOTICES

Section 4.1       Notices.....................................................13
Section 4.2       Waiver of Notice............................................14

                                    ARTICLE V

                                    OFFICERS


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

                                       ii
<PAGE>

                                   ARTICLE VI

                                      STOCK

Section 6.1       Form of Certificates........................................17
Section 6.2       Signatures..................................................17
Section 6.3       Lost, Destroyed, Stolen or Mutilated Certificates...........17
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...................................................18
Section 7.2       Disbursements...............................................18
Section 7.3       Fiscal Year.................................................18
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

                                  ARTICLE VIII

                                   AMENDMENTS

Section 8.1       Amendments..................................................19

                                      iii
<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

                                       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.
                 -------  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  or
Certificate of Designation  relating to such preferred stock,  voting separately
from or together with the holders of Common Stock as provided in the Certificate
of Incorporation or Certificate of Designation relating to such preferred stock.
The Board of Directors,  in its  discretion,  or the officer of the  Corporation

                                       2
<PAGE>

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

                                        3
<PAGE>

                  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
receivedt 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
dividend  or other  distribution  or  allotment  of any  rights,  or entitled to

                                       4
<PAGE>

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
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

                                       5
<PAGE>

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.  At  each  annual  meeting  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)
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.

                                       6
<PAGE>

                 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.

                  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  annual  meeting of  stockholders,  regardless  of the class for which such

                                       7
<PAGE>

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
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

                                       8
<PAGE>

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.

                  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

                                       9
<PAGE>

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.

                  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.

                                       10
<PAGE>

                  H. Insurance.
                     ----------  The  Corporation  may  purchase  and   maintain
insurance  on behalf of any person  who 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  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 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.

                  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.

                                       11

<PAGE>

>
         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.

         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.

         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

                                       12
<PAGE>

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
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

                                       13
<PAGE>

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,  the  chief  executive  officer  and the  president  of the
Corporation.  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.  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

                                       14
<PAGE>

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 Chief Operating Officer.
                     ------------------------  The chief operating officer 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 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 5.7 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 5.8 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 5.9 Chief Executive Officer.
                     ------------------------  The chief executive officer 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 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

                                       15
<PAGE>

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 5.10 Vice Presidents.
                      ----------------  Each  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 5.11 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.
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 5.12 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 5.13 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 or at the direction
of 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

                                       16
<PAGE>

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 5.14 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,
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

                                       17
<PAGE>

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.


                                   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.

                                       18
<PAGE>


         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.


                                  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.


                                       19