<PAGE>
 
                                                                    EXHIBIT 3.10

                             AMENDED AND RESTATED

                                    BY-LAWS

                                       OF

                       DOMINO'S PIZZA INTERNATIONAL, INC.


           Section 1.  LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS

     1.1  These by-laws are subject to the certificate of incorporation of the
corporation.  In these by-laws, references to law, the certificate of
incorporation and by-laws mean the law, the provisions of the certificate of
incorporation and the by-laws as from time to time in effect.

                            Section 2.  STOCKHOLDERS

     2.1  Annual Meeting.  The annual meeting of stockholders shall be held at
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10:00 a.m. on the first Monday in May in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
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 they shall
elect a board of directors and transact such other business as may be required
by law or these by-laws or as may properly come before the meeting.

     2.2  Special Meetings.  A special meeting of the stockholders may be called
          ----------------                                                      
at any time by the chairman of the board, if any, the president or the board of
directors.  A special meeting of the stockholders shall be called by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by an assistant secretary or some other officer, upon application of
a majority of the directors.  Any such application shall state the purpose or
purposes of the proposed meeting.  Any such call shall state the place, date,
hour, and purposes of the meeting.

     2.3  Place of Meeting.  All meetings of the stockholders for the election
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of directors or for any other purpose shall be held at such place within or
without the State of Delaware as may be determined from time to time by the
chairman of the board, if any, the president or the board of directors.  Any
adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.

     2.4  Notice of Meetings.  Except as otherwise provided by law, a written
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notice of each meeting of stockholders stating the place, day and hour thereof
and, in the case of a special meeting, the purposes for which the meeting is
called, shall be given not less then ten nor more than sixty days before the
meeting, to each stockholder entitled to vote thereat, and to each stockholder
who, by law, by the certificate of incorporation or by these by-laws, is
entitled to 

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<PAGE>
 
notice, by leaving such notice with him or at his residence or usual place of
business, or by depositing it in the United States mail, postage prepaid, and
addressed to such stockholder at his address as it appears in the records of the
corporation. Such notice shall be given by the secretary, or by an officer or
person designated by the board of directors, or in the case of a special meeting
by the officer calling the meeting. As to any adjourned session of any meeting
of stockholders, notice of the adjourned meeting need not be given if the time
and place thereof are announced at the meeting at which the adjournment was
taken except that if the adjournment is for more than thirty days or if after
the adjournment a new record date is set for the adjourned session, notice of
any such adjourned session of the meeting shall be given in the manner
heretofore described. No notice of any meeting of stockholders or any adjourned
session thereof need be given to a stockholder if a written waiver of notice,
executed before or after the meeting or such adjourned session by such
stockholder, is filed with the records of the meeting or if the stockholder
attends such meeting without 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
meeting of the stockholders or any adjourned session thereof need be specified
in any written waiver of notice.

     2.5  Quorum of Stockholders.  At any meeting of the stockholders a quorum
          ----------------------                                              
as to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except where a larger quorum is required by law, by the certificate
of incorporation or by these by-laws.  Any meeting may be adjourned from time to
time by a majority of the votes properly cast upon the question, whether or not
a quorum is present.  If a quorum is present at an original meeting, a quorum
need not be present at an adjourned session of that meeting.  Shares of its own
stock belonging to the corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     2.6  Action by Vote.  When a quorum is present at any meeting, a plurality
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of the votes properly cast for election to any office shall elect to such office
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these by-laws.  No
ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.

     2.7  Action without Meetings.  Unless otherwise provided in the certificate
          -----------------------                                               
of incorporation, any action required or permitted to be taken by stockholders
for or in connection with any corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in 

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<PAGE>
 
Delaware by hand or certified or registered mail, return receipt requested, to
its principal place of business or to an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Each such written consent shall bear the date of signature of each
stockholder who signs the consent. No written consent shall be effective to take
the corporate action referred to therein unless written consents signed by a
number of stockholders sufficient to take such action are delivered to the
corporation in the manner specified in this paragraph within sixty days of the
earliest dated consent so delivered.

     If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.

     If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the secretary that such notice was given shall be filed with the records of the
meetings of stockholders.

     In the event that the action which is consented to is such as would have
required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

     2.8  Proxy Representation.  Every stockholder may authorize another person
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or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting.  Every proxy must be signed by the stockholder or by his
attorney-in-fact.  No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period.  A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power.  A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally.  The authorization of a proxy may but
need not be limited to specified action, provided, however, that if a proxy
limits its authorization to a meeting or meetings of stockholders, unless
otherwise specifically provided such proxy shall entitle the holder thereof to
vote at any adjourned session but shall not be valid after the final adjournment
thereof.

     2.9  Inspectors.  The directors or the person presiding at the meeting may,
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and shall if required by applicable law, appoint one or more inspectors of
election and any substitute inspectors to act at the meeting or any adjournment
thereof.  Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors, 

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if any, shall determine the number of shares of stock outstanding and the voting
power of each, the shares of stock represented at the meeting, the existence of
a quorum, the validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the person
presiding at the meeting, the inspectors shall make a report in writing of any
challenge, question or matter determined by them and execute a certificate of
any fact found by them.

     2.1  List of Stockholders.  The secretary shall prepare and make, at least
          --------------------                                                 
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name.  The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.

                         Section 3.  BOARD OF DIRECTORS

     3.1  Number.  The corporation shall have one or more directors, the number
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of directors to be determined from time to time by vote of a majority of the
directors then in office.  Except in connection with the election of directors
at the annual meeting of stockholders, the number of directors may be decreased
only to eliminate vacancies by reason of death, resignation or removal of one or
more directors.  No director need be a stockholder.

     3.2  Tenure.  Except as otherwise provided by law, by the certificate of
          ------                                                             
incorporation or by these by-laws, each director shall hold office until the
next annual meeting and until his successor is elected and qualified, or until
he sooner dies, resigns, is removed or becomes disqualified.

     3.3  Powers.  The business and affairs of the corporation shall be managed
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by or under the direction of the board of directors who shall have and may
exercise all the powers of the corporation and do all such lawful acts and
things as are not by law, the certificate of incorporation or these by-laws
directed or required to be exercised or done by the stockholders.

     3.4  Vacancies.  Vacancies and any newly created directorships resulting
          ---------                                                          
from any increase in the number of directors may be filled by vote of the
holders of the particular class or series of stock entitled to elect such
director at a meeting called for the purpose or by the directors. The directors
shall have and may exercise all their powers notwithstanding the existence of
one or more vacancies in their number, subject to any requirements of law or of
the certificate of incorporation or of these by-laws as to the number of
directors required for a quorum or for any vote or other actions.

     3.5  Committees.  The board of directors may, by vote of a majority of the
          ----------                                                           
whole board, (a) designate, change the membership of or terminate the existence
of any committee or 

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<PAGE>
 
committees, each committee to consist of one or more of the directors; (b)
designate one or more directors as alternate members of any such committee who
may replace any absent or disqualified member at any meeting of the committee;
and (c) determine the extent to which each such committee shall have and may
exercise the powers of the board of directors in the management of the business
and affairs of the corporation, including the power to authorize the seal of the
corporation to be affixed to all papers which require it and the power and
authority to declare dividends or to authorize the issuance of stock; excepting,
however, such powers which by law, by the certificate of incorporation or by
these by-laws they are prohibited from so delegating. In the absence or
disqualification of any member of such committee and his alternate, if any, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not constituting 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. Except as the board of directors may otherwise
determine, any committee may make rules for the conduct of its business, but
unless otherwise provided by the board or such rules, its business shall be
conducted as nearly as may be in the same manner as is provided by these by-laws
for the conduct of business by the board of directors. Each committee shall keep
regular minutes of its meetings and report the same to the board of directors
upon request.

     3.6  Regular Meetings.  Regular meetings of the board of directors may be
          ----------------                                                    
held without call or notice at such places within or without the State of
Delaware and at such times as the board may from time to time determine,
provided that notice of the first regular meeting following any such
determination shall be given to absent directors.  A regular meeting of the
directors may be held without call or notice immediately after and at the same
place as the annual meeting of stockholders.

     3.7  Special Meetings.  Special meetings of the board of directors may be
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held at any time and at any place within or without the State of Delaware
designated in the notice of the meeting, when called by the chairman of the
board, if any, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary or by the chairman of the board, if any, the president or any one of
the directors calling the meeting.

     3.8  Notice.  It shall be reasonable and sufficient notice to a director to
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send notice by mail at least forty-eight hours or by telegram at least twenty-
four hours before the meeting addressed to him at his usual or last known
business or residence address or to give notice to him in person or by telephone
at least twenty-four hours before the meeting.  Notice of a meeting need not be
given to any director if a written waiver of notice, executed by him before or
after the meeting, is filed with the records of the meeting, or to any director
who attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him.  Neither notice of a meeting nor a waiver of a notice
need specify the purposes of the meeting.

     3.9  Quorum.  Except as may otherwise be provided by law, by the
          ------                                                     
certificate of incorporation or by these by-laws, at any meeting of the
directors a majority of the directors then 

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in office shall constitute a quorum; a quorum shall not in any case be less than
one-third of the total number of directors constituting the whole board. Any
meeting may be adjourned from time to time by a majority of the votes cast upon
the question, whether or not a quorum is present, and the meeting may be held as
adjourned without further notice.

     3.1  Action by Vote.  Except as may be otherwise provided by law, by the
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certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     3.1  Action Without a Meeting.  Any action required or permitted to be
          ------------------------                                         
taken at any meeting of the board of directors or a committee thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee.  Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.

     3.1  Participation in Meetings by Conference Telephone.  Members of the
          -------------------------------------------------                 
board of directors, or any committee designated by such board, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other or by any other means permitted by law.  Such
participation shall constitute presence in person at such meeting.

     3.1  Compensation.  In the discretion of the board of directors, each
          ------------                                                    
director may be paid such fees for his services as director and be reimbursed
for his reasonable expenses incurred in the performance of his duties as
director as the board of directors from time to time may determine.  Nothing
contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable
compensation therefor.

     3.1  Interested Directors and Officers.
          --------------------------------- 

     (a) 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 the
corporation's 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 or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his 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 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

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<PAGE>
 
          (2) The material facts as to his 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

          (3) 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.

     (b) 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
which authorizes the contract or transaction.

                        Section 4.  OFFICERS AND AGENTS

     4.1  Enumeration; Qualification.  The officers of the corporation shall be
          --------------------------                                           
a president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation a chairman of the board, one or more vice
presidents and a controller.  The corporation may also have such agents, if any,
as the board of directors from time to time may in its discretion choose.  Any
officer may be but none need be a director or stockholder.  Any two or more
offices may be held by the same person.  Any officer may be required by the
board of directors to secure the faithful performance of his duties to the
corporation by giving bond in such amount and with sureties or otherwise as the
board of directors may determine.

     4.2  Powers.  Subject to law, to the certificate of incorporation and to
          ------                                                             
the other provisions of these by-laws, each officer shall have, in addition to
the duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     4.3  Election.  The officers may be elected by the board of directors at
          --------                                                           
their first meeting following the annual meeting of the stockholders or at any
other time.  At any time or from time to time the directors may delegate to any
officer their power to elect or appoint any other officer or any agents.

     4.4  Tenure.  Each officer shall hold office until the first meeting of the
          ------                                                                
board of directors following the next annual meeting of the stockholders and
until his respective successor is chosen and qualified unless a shorter period
shall have been specified by the terms of his election or appointment, or in
each case until he sooner dies, resigns, is removed or becomes disqualified.
Each agent shall retain his authority at the pleasure of the directors, or the
officer by whom he was appointed or by the officer who then holds agent
appointive power.

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<PAGE>
 
     4.5  Chairman of the Board of Directors, President and Vice President.  The
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chairman of the board, if any, shall have such duties and powers as shall be
designated from time to time by the board of directors.  Unless the board of
directors otherwise specifies, the chairman of the board, or if there is none
the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

     Unless the board of directors otherwise specifies, the president shall be
the chief executive officer and shall have direct charge of all business
operations of the corporation and, subject to the control of the directors,
shall have general charge and supervision of the business of the corporation.

     Any vice presidents shall have such duties and powers as shall be set forth
in these by-laws or as shall be designated from time to time by the board of
directors or by the president.

     4.6  Treasurer and Assistant Treasurers.  Unless the board of directors
          ----------------------------------                                
otherwise specifies, the treasurer shall be the chief financial officer of the
corporation and shall be in charge of its funds and valuable papers, and shall
have such other duties and powers as may be designated from time to time by the
board of directors or by the president.  If no controller is elected, the
treasurer shall, unless the board of directors otherwise specifies, also have
the duties and powers of the controller.

     Any assistant treasurers shall have such duties and powers as shall be
designated from time to time by the board of directors, the president or the
treasurer.

     4.7  Controller and Assistant Controllers.  If a controller is elected, he
          ------------------------------------                                 
shall, unless the board of directors otherwise specifies, be the chief
accounting officer of the corporation and be in charge of its books of account
and accounting records, and of its accounting procedures.  He shall have such
other duties and powers as may be designated from time to time by the board of
directors, the president or the treasurer.

     Any assistant controller shall have such duties and powers as shall be
designated from time to time by the board of directors, the president, the
treasurer or the controller.

     4.8  Secretary and Assistant Secretaries.  The secretary shall record all
          -----------------------------------                                 
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary, or if
there be none or he is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof.  Unless a transfer agent has been
appointed the secretary shall keep or cause to be kept the stock and transfer
records of the corporation, which shall contain the names and record addresses
of all stockholders and the number of shares registered in the name of each
stockholder.  He shall have such other duties and powers as may from time to
time be designated by the board of directors or the president.

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<PAGE>
 
     Any assistant secretaries shall have such duties and powers as shall be
designated from time to time by the board of directors, the president or the
secretary.

                     Section 5.  RESIGNATIONS AND REMOVALS

     5.1  Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, or
the secretary or to a meeting of the board of directors.  Such resignation shall
be effective upon receipt unless specified to be effective at some other time,
and without in either case the necessity of its being accepted unless the
resignation shall so state.  Except as may be otherwise provided by law, by the
certificate of incorporation or by these by-laws, a director (including persons
elected by stockholders or directors to fill vacancies in the board) may be
removed from office with or without cause by the vote of the holders of a
majority of the issued and outstanding shares of the particular class or series
entitled to vote in the election of such directors.  The board of directors may
at any time remove any officer either with or without cause.  The board of
directors may at any time terminate or modify the authority of any agent.

                             Section 6.  VACANCIES

     6.1  If the office of the president or the treasurer or the secretary
becomes vacant, the directors may elect a successor  by vote of a majority of
the directors then in office.  If the office of any other officer becomes
vacant, any person or body empowered to elect or appoint that officer may choose
a successor.  Each such successor shall hold office for the unexpired term, and
in the case of the president, the treasurer and the secretary until his
successor is chosen and qualified or in each case until he sooner dies, resigns,
is removed or becomes disqualified.  Any vacancy of a directorship shall be
filled as specified in Section 3.4 of these by-laws.

                           Section 7.  CAPITAL STOCK

     7.1  Stock Certificates.  Each stockholder shall be entitled to a
          ------------------                                          
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the certificate of incorporation and the by-laws, be prescribed from time to
time by the board of directors.  Such certificate shall be signed by the
chairman or vice chairman of the board, if any, or the president or a vice
president and by the treasurer or an assistant treasurer or by the secretary or
an assistant secretary.  Any of or all the signatures on the certificate may be
a facsimile.  In case an officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed on such 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 he were
such officer, transfer agent, or registrar at the time of its issue.

     7.2  Loss of Certificates.  In the case of the alleged theft, loss,
          --------------------                                          
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms, 

                                      -9-
<PAGE>
 
including receipt of a bond sufficient to indemnify the corporation against any
claim on account thereof, as the board of directors may prescribe.

                    Section 8.  TRANSFER OF SHARES OF STOCK

     8.1  Transfer on Books.  Subject to the restrictions, if any, stated or
          -----------------                                                 
noted on the stock certificate, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed,  with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
board of directors or the transfer agent of the corporation may reasonably
require.  Except as may be otherwise required by law, by the certificate of
incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent with respect thereto and to be held liable
for such calls and assessments, if any, as may lawfully be made thereon,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     8.2  Record Date.  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, 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 shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the board of directors, the record date for
determining the 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.  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.

     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.  If no
such record date has been fixed by the board of directors, 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
the General Corporation Law of the State of Delaware, 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
Delaware by hand or certified 

                                      -10-
<PAGE>
 
or registered mail, return receipt requested, to its principal place of business
or to an officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. If no record date has been
fixed by the board of directors and prior action by the board of directors is
required by the General Corporation Law of the State of Delaware, 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 day on which
the board of directors adopts the resolution taking such prior action.

     In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the board of directors may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty days prior to such payment, exercise or other action.  If no
such record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                           Section 9.  CORPORATE SEAL

     9.1  Subject to alteration by the directors, the seal of the corporation
shall consist of a flat-faced circular die with the word "Delaware" and the name
of the corporation cut or engraved thereon, together with such other words,
dates or images as may be approved from time to time by the directors.

                        Section 10.  EXECUTION OF PAPERS

     10.  Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts or other obligations made,
accepted or endorsed by the corporation shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

                            Section 11.  FISCAL YEAR

     11.  The fiscal year of the corporation shall end on the Sunday closest to
December 31 of each year.

                            Section 12.  AMENDMENTS

     12.  These by-laws may be adopted, amended or repealed by vote of a
majority of the directors then in office or by vote of a majority of the voting
power of the stock outstanding and entitled to vote.  Any by-law, whether
adopted, amended or repealed by the stockholders or directors, may be amended or
reinstated by the stockholders or the directors.

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