Exhibit 3.2















                                ALBERTSON'S, INC.

                                     BY-LAWS




















                             Amended March 15, 2001

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                                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

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                  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


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                                   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


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                                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

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germane to the meeting, during ordinary business hours, for a period of at least
ten days  prior to the  meeting,  either at a place  within  the city  where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting or, if not so  specified,  at the place where the meeting is to be held.
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

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of Incorporation or Certificate of Designation relating to such preferred stock.
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
Section 2.10 in proper  written  form in  accordance  with  subsection D of this
Section 2.10.


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

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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

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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.  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.

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          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

                                       7
<PAGE>

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 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

                                       8
<PAGE>

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
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,

                                       9
<PAGE>

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.

          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

                                       10
<PAGE>

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
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

                                       12
<PAGE>

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
thereon  prepaid,  and such notice  shall be deemed to be given at the time when

                                       13
<PAGE>

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

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<PAGE>

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  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

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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 5.10  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

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<PAGE>

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 5.14  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

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<PAGE>

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.


                                   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.


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<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.

     I, Kaye L. O'Riordan,  do hereby certify that the foregoing are the By-Laws
of the Corporation as of March 15, 2001.

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


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