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                                                                     EXHIBIT 3.1

                                                As amended through April 7, 1999

                                    BY-LAWS

                                      OF

                           BJ'S WHOLESALE CLUB, 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 of the Corporation and these 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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such date and time as shall be designated by the Board of Directors and stated
in the notice of the meeting, at which meeting the stockholders shall elect
directors and transact such other business as may be required by law or these
by-laws or as may properly come before the meeting.

     At any annual meeting of stockholders, only such business shall be
conducted as shall have been brought before the annual meeting (i) by or at the
direction of the Board of Directors or (ii) by any stockholder who complies with
the procedures set forth below in this paragraph.  For business properly to be
brought by a stockholder before an annual meeting, the stockholder must have
given timely notice thereof in proper written form to the secretary.  To be
timely, a stockholder's notice must be delivered to, or mailed and received by,
the secretary at the principal executive offices of the Corporation not less
than 70 days nor more than 90 days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
date of the annual meeting is advanced by more than 20 days, or delayed by more
than 70 days, from such anniversary date, notice by the stockholder to be timely
must be so delivered or received not earlier than the ninetieth day prior to
such annual meeting and not later than the close of business on the later of the
seventieth day prior to such annual meeting or the tenth day following the day
on which public announcement of the date of such meeting is first made.  To be
in proper written form, a stockholder's notice shall set forth in writing as to
each matter the stockholder proposes to bring before the annual meeting:  (i) a
brief description of the business desired be brought before the annual 
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meeting and the reasons for conducting such business at the annual meeting; (ii)
the name and address, as they appear on the Corporation's books, of the
stockholder proposing such business; (iii) the person or persons who are the
beneficial owner of such shares, if different in any respect from the record
owner; (iv) the class and number of shares of the Corporation which are
beneficially owned by the stockholder and any other persons referred to in the
preceding clause (iii); and (v) any material interest of the stockholder or such
other persons in such business. The chairman of the annual meeting shall, if the
facts warrant, determine that business was not properly brought before the
annual meeting in accordance with the provisions of this Section 2.1 and, if he
should so determine, he shall so declare to the annual meeting and any such
business not properly brought before the annual meeting shall not be transacted.

     2.2. Special Meetings.  Subject to the provisions of any series of
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preferred stock or any other securities of the Corporation with respect to the
voting of such series or such other securities, a special meeting of the
stockholders may be called only by notice given by the chairman, the president
or a majority of the Board of Directors.  Only such business as is specified in
the notice of a special meeting of stockholders shall come before such meeting.
Any such notice shall state the place, date, hour and purposes of the meeting.

     2.3. Place of Meeting.  All meetings of the stockholders shall be held at
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such place within or without the State of Delaware as may be determined from
time to time by the chairman, 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 60 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 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 or by the Board of Directors,
as the case may be.  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 30 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 

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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
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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 such corporation to vote 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. 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.  At all meetings of stockholders, a stockholder may vote by proxy
executed in writing (or in such other manner permitted by the General
Corporation Law of the State of Delaware) by the stockholder, or by such
person's duly authorized 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 

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proxy shall entitle the holder thereof to vote at any adjourned session but
shall not be valid after the final adjournment thereof.

     2.8. Inspectors.  The Board of Directors or the chairman of the meeting
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shall 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 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 chairman of 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.

     2.9. List of Stockholders.  The secretary shall prepare and make available,
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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.  Except as otherwise fixed by or pursuant to the Certificate
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of Incorporation, the number of directors which shall constitute the whole board
shall be determined from time to time by vote of a majority of the Board of
Directors, provided that the number thereof may not be less than three.

     3.2. Tenure.  Except as otherwise provided by law, by the Certificate of
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Incorporation or by these by-laws, the directors, other than those who may be
elected upon specified circumstances by the holders of shares of any series of
Preferred Stock or any other securities of the Corporation, shall be classified,
with respect to the time for which they severally hold office, into three
classes as nearly equal in number as possible: one class whose term expires at
the annual meeting of stockholders to be held in calendar 1998, another class
whose term expires at the annual meeting of stockholders to be held in calendar
1999 and another class whose term expires at the annual meeting of stockholders
to be held in calendar 2000, with each class to hold office until its successors
are elected and qualified.  The classes (and the membership of each class) shall
be initially comprised as provided in the Certificate of Incorporation.  If the
number

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of directors is changed by the Board of Directors, any newly created
directorships or any decrease in directorships shall be so apportioned among the
classes as to make all classes as nearly equal as possible; provided, however,
that no decrease in the number of directors shall shorten the term of any
incumbent director. At each annual meeting of stockholders, subject to the
aforesaid rights of the holders of any Preferred Stock or any other securities
of the Corporation, the successors of the class of directors whose term expires
at that meeting shall be elected to hold office for a term expiring at the
annual meeting of stockholders held in the third year following the year of
their election, with such class to hold office until its successors are elected
and qualified. Directors need not be stockholders.

     3.3. Notification of Nominations.  Subject to the rights of the holders of
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any shares of any series of Preferred Stock or any other securities of the
Corporation to elect directors upon specified circumstances, nominations for the
election of directors may be made by the Board of Directors or by any
stockholder entitled to vote for the election of directors.  Any stockholder
entitled to vote for the election of directors at a meeting may nominate persons
for election as directors by giving timely notice thereof in proper written form
to the secretary.  To be timely, a stockholder's notice must be delivered to, or
mailed and received by, the secretary at the principal executive offices of the
Corporation not less than 70 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 20 days,
or delayed by more than 70 days, from such anniversary date, notice by the
stockholder to be timely must be so delivered or received not earlier than the
ninetieth day prior to such annual meeting and not later than the close of
business on the later of the seventieth day prior to such annual meeting or the
tenth day following the day on which public announcement of the date of such
meeting is first made.  To be timely, a stockholder's notice of nominations of
persons for election to the Board of Directors at a special meeting of
stockholders at which a vacant newly created directorship is to be filled must
be delivered to the secretary at the principal executive offices of the
Corporation not earlier than the ninetieth day prior to such special meeting and
not later than the close of business on the later of the seventieth day prior to
such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. To be
in proper written form, a stockholder's notice shall set forth in writing: (a)
as to each nominee proposed by such stockholder (i) the name and address of each
nominee, (ii) such other information regarding each nominee as would have been
required to be included in a proxy statement filed pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (or any successor
provisions of law) had each nominee been nominated, or intended to be nominated,
by the Board of Directors, and (iii) the consent of each nominee to be named as
a nominee and to serve as a director if so elected; and (b) as to the
stockholder giving the notice (i) the name and address of, and the class and
number of shares of the Corporation held by, the stockholder who intends to make
the nomination and the beneficial owner, if any, on whose behalf the 

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nomination is being made, (ii) a representation that the stockholder is a holder
of record of stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice, (iii) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder. At the request of the Board of
Directors, any person nominated by the Board of Directors for election as a
director shall furnish to the secretary the information required to be set forth
in a stockholder's notice of nomination which pertains to the nominee. The
Corporation may require any proposed nominee to furnish such other information
as may reasonably be required by the Corporation to determine the eligibility of
such proposed nominee to serve as a director of the Corporation. In the event
that a stockholder seeks to nominate one or more directors, the secretary shall
appoint one or more inspectors to determine whether a stockholder has complied
with this Section 3.3. If the inspectors shall determine that a stockholder has
not complied with this Section 3.3, the inspectors shall direct the chairman of
the meeting to declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the by-laws, and the chairman shall
so declare to the meeting and the defective nomination shall be disregarded.

     3.4. 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.

     3.5. Vacancies.  Subject to the rights of the holders of any shares of any
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series of Preferred Stock or any other securities of the Corporation to elect
directors upon specified circumstances, any vacancies on the Board of Directors
resulting from death, resignation or removal shall only be filled by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board of Directors, or by a sole remaining
director, and newly created directorships resulting from any increase in the
number of directors shall be filled by the Board of Directors, or if not so
filled, by the stockholders at the next annual meeting thereof or at a special
meeting called for that purpose in accordance with these by-laws.  Any director
elected in accordance with the preceding sentence shall hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified.  The Board of 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.

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     3.6. Committees.  The Board of Directors may (a) designate, change the
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membership of or terminate the existence of any committee or 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 the Board
of Directors is 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.

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

     3.8. 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, the
president or by a majority of the directors, reasonable notice thereof being
given to each director by the secretary, the chairman, the president or any one
of the directors calling the meeting.

     3.9. Notice.  It shall be reasonable and sufficient notice to a director to
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send notice by mail at least 48 hours or by telegram at least 24 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 24 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

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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.

     3.10.     Quorum.  Except as may be otherwise provided by law, by the
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Certificate of Incorporation or by these by-laws, at any meeting of the Board of
Directors a majority of the directors then 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 of Directors.  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.

     3.11.     Action by Vote.  Except as may be otherwise provided by law, by
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the 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.

     3.12.     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 of Directors 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 of Directors or
of such committee.  Such consent shall be treated for all purposes as the act of
the Board of Directors or of such committee, as the case may be.

     3.13.     Participation in Meetings by Conference Telephone.  Members of
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the Board of Directors, 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 or by any
other means permitted by law.  Such participation shall constitute presence in
person at such meeting.

     3.14.     Compensation.  In the discretion of the Board of Directors, each
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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 3.14 shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving reasonable
compensation therefor.


SECTION 4.  OFFICERS AND AGENTS

     4.1. Enumeration; Qualification.  The officers of the Corporation shall be
          --------------------------                                           
a chairman, 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 

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without limitation 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
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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
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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
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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 Board of Directors,
or the officer by whom he was appointed or by the officer who then holds agent-
appointive power.

     4.5. Chairman of the Board of Directors; President and Vice President.  The
          ----------------------------------------------------------------      
chairman of the board shall participate in matters of planning and policy, both
financial and operational.  The chairman shall preside at all meetings of the
stockholders and of the Board of Directors at which he is present, except that
in the absence of the chairman, or at the request of the chairman, the president
shall preside.  The chairman shall have such other duties and powers as may be
designated from time to time by the Board of Directors.

     Each vice chairman, 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 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 Board of
Directors, shall have general charge and supervision of the business of the
Corporation.

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     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. Chief Financial Officer; Treasurer and Assistant Treasurers.  The
          -----------------------------------------------------------      
chief financial officer shall be responsible for execution of all financial
policies, plans, procedures and controls of the Company, and the maintenance of
books and records with respect thereto, including accounting and treasury
functions, internal audit, budgets, borrowings, securities offerings,
investments, tax reporting and financial reporting, all subject to the control
of the Board of Directors, the president and the chairman.  The chief financial
officer shall have such other duties and powers as may be designated from time
to time by the Board of Directors, the president or the chairman.

     The treasurer shall be in charge of the funds and valuable papers of the
Company and shall have such other duties and powers as may be designated from
time to time by the Board of Directors, by the president or by the chief
financial officer.  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
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or she 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.  The Controller 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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     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, the president, 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.  Members of the Board of Directors may be removed only as provided in the
Certificate of Incorporation.  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 chairman, the president, the treasurer or the
secretary becomes vacant, the Board of 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 a successor is chosen and qualified or in each case until he or
she sooner dies, resigns, is removed or becomes disqualified.  Any vacancy of a
directorship shall be filled as specified in Section 3.5 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 (i) the
chairman or vice chairman, if any, or the president or a vice president and (ii)
the treasurer or an assistant treasurer or the secretary or an assistant
secretary.  Any or all of 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 Certificate.  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, 

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upon such terms, 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 60 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
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 60 days prior to such payment,

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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 Board of 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 Board
of Directors.


SECTION 10.  EXECUTION OF PAPERS

     10.1.     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, the
president, a vice president or the treasurer.


SECTION 11.  FISCAL YEAR

     11.1.     The fiscal year of the Corporation shall end on the Saturday
closest to January 31 of each year.


SECTION 12.  AMENDMENTS

     12.1.     Subject to any special voting requirements contained in the
Certificate of Incorporation, these by-laws may be adopted, amended or repealed
by vote of a majority of the entire Board of Directors at any meeting thereof.
The stockholders shall have the power to amend, alter or repeal any provision of
these by-laws only to the extent and in the manner provided in the Certificate
of Incorporation.

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