AMENDED & RESTATED
                      BYLAWS AS OF NOVEMBER 2, 1996

                                   OF

                    HOST MARRIOTT SERVICES CORPORATION
                         (A DELAWARE CORPORATION)

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                                 ARTICLE I.


    1.  The registered office shall be in the City of Dover, County of Kent, 
        State of Delaware.


    2. 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.

                               STOCKHOLDERS


         1. CERTIFICATES  REPRESENTING STOCK.  Whenever the Corporation shall be
authorized  to issue more than one class of stock or more than one series of any
class of stock, and whenever the Corporation shall issue any shares of its stock
as partly paid stock, the certificates  representing shares of any such class or
series or of any such partly paid stock shall set forth  thereon the  statements
prescribed by the General  Corporation  Law. Any restrictions on the transfer or
registration  of transfer of any shares of stock of any class or series shall be
noted conspicuously on the certificate representing such shares.


         2.  UNCERTIFICATED  SHARES.  Subject to any  conditions  imposed by the
General  Corporation  Law, the Board of Directors of the Corporation may provide
by resolution or resolutions that some or all of any or all classes or series of
the stock of the Corporation shall be uncertificated shares. Within a reasonable
time  after  the  issuance  or  transfer  of  any  uncertificated   shares,  the
Corporation  shall send to the  registered  owner  thereof  any  written  notice
prescribed by the General Corporation Law.


         3. FRACTIONAL  SHARE  INTERESTS.  The Corporation may, but shall not be
required  to,  issue  fractions of a share.  If the  Corporation  does not issue
fractions of a share,  it shall (1) arrange for the  disposition  of  fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those  entitled  to receive  such  fractions  are
determined,   or  (3)  issue  scrip  or  warrants  in  registered  form  (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate) which shall entitle the holder to

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receive a full share upon the surrender of such scrip or warrants  aggregating a
full share. A certificate for a fractional share or an uncertificated fractional
share shall, but scrips or warrants shall not unless otherwise provided therein,
entitle the holder to exercise voting rights, to receive dividends thereon,  and
to  participate  in  any of  the  assets  of the  Corporation  in the  event  of
liquidation.  The Board of  Directors  may cause  scrip or warrants to be issued
subject to the  conditions  that they shall  become  void if not  exchanged  for
certificates representing the full shares or uncertificated full shares before a
specified  date, or subject to the conditions that the shares for which scrip or
warrants  are  exchangeable  may be sold  by the  Corporation  and the  proceeds
thereof distributed to the holders of scrip or warrants, or subject to any other
conditions which the Board of Directors may impose.


         4. STOCK  TRANSFERS.  Upon compliance  with provisions  restricting the
transfer or registration  of transfer of shares of stock,  if any,  transfers or
registration  of transfers of shares of stock of the  Corporation  shall be made
only on the stock ledger of the Corporation by the registered holder thereof, or
by his attorney  thereunto  authorized  by power of attorney  duly  executed and
filed  with the  Secretary  of the  Corporation  or with a  transfer  agent or a
registrar,  if any, and, in the case of shares  represented by certificates,  on
surrender of the certificate or  certificates  for such shares of stock properly
endorsed and the payment of all taxes due thereon.


         5.  RECORD DATE FOR  STOCKHOLDERS.  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 record date is fixed by the Board of Directors,  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. 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
record  date has been  fixed by the  Board of  Directors,  the  record  date for
determining the 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, 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 meetings of stockholders are
recorded.  Delivery made to the Corporation's registered office shall be by hand
or by 

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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 the  General  Corporation  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 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  the
stockholders  entitled  to  exercise  any  rights  in  respect  of  any  change,
conversion,  or exchange  of stock,  or for the purpose of any other law 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 action. If
no 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.


         6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of  stockholders  or a waiver  thereof or to  participate or
vote  thereat or to  consent or dissent in writing in lieu of a meeting,  as the
case may be,  the term  "share"  or  "shares"  or "share of stock" or "shares of
stock" or  "stockholder"  or  "stockholders"  refers to an outstanding  share or
shares of stock and to a holder or  holders of record of  outstanding  shares of
stock when the  Corporation  is  authorized to issue only one class of shares of
stock,  and said reference is also intended to include any outstanding  share or
shares of stock and any  holder or holders  of record of  outstanding  shares of
stock of any class  upon  which or upon whom the  certificate  of  incorporation
confers  such rights  where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding  that the certificate of incorporation may provide for more than
one class or series of  shares  of stock,  one or more of which are  limited  or
denied such rights thereunder;  provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized  number of shares of
stock of any class or series which is otherwise  denied  voting rights under the
provisions of the certificate of  incorporation,  except as any provision of law
may otherwise require.


         7.  STOCKHOLDER MEETINGS.

         (a) TIME.  The annual meeting shall be held on the date and at the time
fixed,  from time to time,  by the  directors,  provided,  that the first annual
meeting shall be held on a date within thirteen months after the organization of
the  Corporation,  and each  successive  annual  meeting shall be held on a date
within thirteen months after the date of the preceding annual meeting. A special
meeting shall be held on the date and at the time fixed by the directors.

         (b)  PLACE.  All  meetings  of the  stockholders  for the  election  of
directors shall be held in Montgomery County,  State of Maryland,  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  stockholders  for any other  purpose  may be held at such time and
place, within or 

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<PAGE>

without the State of Delaware,  as shall be stated in the notice of the meetings
or in a duly executed waiver of notice thereof.

         (c) CALL.  Except as  provided  in Article  XII,  annual  meetings  and
special meetings may be called by the directors or by any officer  instructed by
the directors to call the meeting.

         (d) NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
given,  stating the place,  date,  and hour of the meeting and stating the place
within  the  city or  other  municipality  or  community  at  which  the list of
stockholders of the Corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other  business  which may properly come before the meeting,  and
shall (if any other  action  which could be taken at a special  meeting is to be
taken at such annual  meeting)  state the purpose or  purposes.  The notice of a
special  meeting shall in all instances  state the purpose or purposes for which
the  meeting is called.  The notice of any  meeting  shall also  include,  or be
accompanied by, any additional statements,  information, or documents prescribed
by the General  Corporation  Law.  Except as  otherwise  provided by the General
Corporation Law, a copy of the notice of any meeting shall be given,  personally
or by mail,  not less than ten days nor more than sixty days  before the date of
the meeting,  unless the lapse of the prescribed  period of time shall have been
waived,  and directed to each stockholder at his record address or at such other
address  which he may have  furnished by request in writing to the  Secretary of
the Corporation. Notice by mail shall be deemed to be given when deposited, with
postage thereon prepaid, in the United States Mail. If a meeting is adjourned to
another time, not more than thirty days hence,  and/or to another place,  and if
an  announcement  of the adjourned time and/or place is made at the meeting,  it
shall not be  necessary  to give  notice of the  adjourned  meeting  unless  the
directors,  after adjournment,  fix a new record date for the adjourned meeting.
Notice  need not be given to any  stockholder  who  submits a written  waiver of
notice  signed by him before or after the time stated  therein.  Attendance of a
stockholder at a meeting of stockholders  shall constitute a waiver of notice of
such meeting,  except when the  stockholder  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 the stockholders need be specified in any written waiver of notice.

         (e) SPECIAL  MEETINGS.  Business  transacted at any special  meeting of
stockholders  shall be limited to the purposes stated in the notice.

         (f) STOCKHOLDER LIST. The officer who has charge of the stock ledger of
the  Corporation  shall prepare and make, at least ten days before every meeting
of stockholders,  a complete list of the stockholders,  arranged in alphabetical
order,  and  showing the  address of each  stockholder  and the number of shares
registered  in the  name of each  stockholder.  Such  list  shall be open to the
examination of any stockholder,  for any purpose germane to the meeting,  during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city or other  municipality  or community where the
meeting  is to be held,  which  place

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<PAGE>

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.  The stock ledger shall be the only
evidence as to who are the  stockholders  entitled to examine the stock  ledger,
the list required by this section or the books of the Corporation, or to vote at
any meetings of stockholders.

         (g) CONDUCT OF MEETING.  Meetings of the stockholders shall be presided
over by one of the  following  in the  order of  seniority  and if  present  and
acting--the Chairperson of the Board, if any, the Vice-Chairperson of the Board,
if any, the  President,  a  Vice-President,  or, if none of the  foregoing is in
office  and  present  and  acting,   by  a  chairperson  to  be  chosen  by  the
stockholders.  The Secretary of the Corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an  Assistant  Secretary  is present the  Chairperson  of the meeting  shall
appoint a secretary of the meeting.

         (h) PROXY  REPRESENTATION.  Every  stockholder  may  authorize  another
person 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, 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.

         (i) INSPECTORS. The directors, in advance of any meeting, may, but need
not,  appoint  one or more  inspectors  of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more  inspectors.  In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by  appointment  made by the  directors  in advance of the
meeting or at the meeting by the person presiding  thereat.  Each inspector,  if
any,  before  entering upon the discharge of his duties,  shall take and sign an
oath  faithfully to execute the duties of inspectors at such meeting with strict
impartiality and according to the best of his ability.  The inspectors,  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 inspector or inspectors, if any, shall make a report in writing
of any challenge,  question,  or matter  determined by him or them and execute a
certificate of any fact found by him or them.

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<PAGE>

         (j)  QUORUM.  The holders of a majority  of the  outstanding  shares of
stock shall constitute a quorum at a meeting of stockholders for the transaction
of any business.  The  stockholders  present may adjourn the meeting despite the
absence of a quorum.

         (k) VOTING.  When a quorum is present at any  meeting,  the vote of the
holders of a majority  of the stock  having  voting  power  present in person or
represented  by proxy shall decide any  question  brought  before such  meeting,
unless the question is one upon which by express provision of the statutes or of
the  Certificate  of  Incorporation,  a different vote is required in which case
such express  provision  shall govern and control the decision of such question;
provided,  however,  that directors shall be elected by a plurality of the votes
of the stock present in person or  represented  by proxy and entitled to vote on
the election of directors.

         "Broker  non-votes" (i.e.,  shares held by a broker or nominee that are
represented at a meeting of  stockholders  but with respect to which such broker
or nominee is not  empowered to vote) will be counted as shares that are present
and  entitled to vote for  purposes  of  determining  the  presence of a quorum.
Broker non-votes will be treated as unvoted for purposes of determining approval
of a proposal  for which the broker or nominee is not  empowered to vote and for
which  approval is  determined  with respect to the number of shares  present in
person or by proxy at the meeting.


                             ARTICLE III.

                               DIRECTORS


         1. FUNCTIONS AND DEFINITION.  The business of the Corporation shall be
managed by its 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 Bylaws directed or required to be
exercised  or done by the  stockholders.  The use of the  phrase  "whole  board"
herein refers to the total number of directors which the Corporation  would have
if there were no vacancies.


         2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder,  a
citizen of the United States, or a resident of the State of Delaware.  Except as
otherwise  fixed by or  pursuant  to the  provisions  of  article  FOURTH of the
Certificate of Incorporation  relating to the rights of the holders of any class
or series of stock having a preference  over the Common Stock as to dividends or
upon  liquidation to elect additional  directors under specified  circumstances,
the number of the directors of the Corporation  shall be fixed from time to time
by the board of directors but shall not be less than three.

         The  directors,  other than those who may be elected by the  holders of
any class or series of stock  having a  preference  over the Common  Stock as to
dividends or upon liquidation, shall be classified, with respect to the time for
which they severally hold office,  into three classes, as nearly equal in number
as possible,  as  determined by the board of directors of the  Corporation,  

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one class to be originally  elected for a term expiring at the annual meeting of
shareholders  to be held in 1996,  another class to be originally  elected for a
term  expiring at the annual  meeting of  shareholders  to be held in 1997,  and
another class to be originally elected for a term expiring at the annual meeting
of  shareholders  to be held in 1998,  with each class to hold office  until its
successor is elected and qualified.  At each annual meeting of the  shareholders
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  shareholders  held in the third year  following  the year of
their  election.  Advance notice of shareholder  nominations for the election of
directors  shall be given in the manner  provided in Section 8 of Article III of
these Bylaws.

         3. VACANCIES. Except as otherwise provided for or fixed by or pursuant
to the provisions of Article FOURTH of the Certificate of Incorporation relating
to the rights of the holders of any class or series of stock having a preference
over the Common  Stock as to dividends or upon  liquidation  to elect  directors
under specified  circumstances,  newly created directorships  resulting from any
increase in the number of directors  and any vacancies on the board of directors
resulting  from  death,  resignation,  disqualification,  removal or other cause
shall 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.  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.  No decrease in the number of
directors  constituting  the board of  directors  shall  shorten the term of any
incumbent director. Subject to the rights of any class or series of stock having
a preference over the Common Stock as to dividends or upon  liquidation to elect
directors  under  specified  circumstances,  any  director  may be removed  from
office, with or without cause and only by the affirmative vote of the holders of
at least sixty-six and two-thirds  percent  (66-2/3%) of the voting power of all
the shares of the  Corporation  entitled to vote  generally  in the  election of
directors, voting together as a single class.


         4.  MEETINGS.

         (a)  TIME.  Meetings shall be held at such time as the Board shall fix,
except  that the first  meeting of a newly  elected  Board shall be held as soon
after its election as the directors may conveniently assemble.

         (b) PLACE.  Meetings shall be held at such place  within or without the
State of  Delaware as shall be fixed by the Board.

         (c) CALL. No call shall be required for regular  meetings for which the
time and place  have been  fixed.  Special  meetings  may be called by or at the
direction of the Chairperson of the Board, if any, the  Vice-Chairperson  of the
Board,  if any, of the President,  or of the Secretary on the written request of
any two  directors.  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
(48) hours before the time of the meeting, by telephone,  telecopier or telegram
not less than twenty-four (24) hours

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<PAGE>

before  the time of the  meeting,  or on such  shorter  notice as the  person or
persons   calling  such  meeting  may  deem  necessary  or  appropriate  in  the
circumstances.

          (d) NOTICE OR ACTUAL OR CONSTRUCTIVE  WAIVER. No notice shall be 
required  for  regular  meetings  for which the time and place have been  fixed.
Notice  need not be given to any  director  or to any member of a  committee  of
directors  who submits a written  waiver of notice signed by him before or after
the time  stated  therein.  Attendance  of any such  person at a  meeting  shall
constitute a waiver of notice of such meeting,  except when he attends a 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 the directors  need be specified in any notice or
written waiver of notice.

           (e) QUORUM AND  ACTION.  A majority  of the whole Board shall
constitute a quorum except when a vacancy or vacancies  prevents such  majority,
whereupon a majority  of the  directors  in office  shall  constitute  a quorum,
provided,  that such majority shall  constitute at least  one-third of the whole
Board. A majority of the directors present,  whether or not a quorum is present,
may  adjourn a meeting to another  time and  place.  Except as herein  otherwise
provided,  and except as otherwise provided by the General  Corporation Law, the
vote of the majority of the directors  present at a meeting at which a quorum is
present shall be the act of the Board,  except as may be otherwise  specifically
provided in the Certificate of  Incorporation.  The quorum and voting provisions
herein stated shall not be construed as  conflicting  with any provisions of the
General  Corporation  Law and these  Bylaws  which govern a meeting of directors
held to fill vacancies and newly created directorships in the Board or action of
disinterested directors.

         Any  member or members of the Board of  Directors  or of any  committee
designated by the Board,  may participate in a meeting of the Board, or any such
committee,  as the case may be,  by means of  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other.

         (f) CHAIRPERSON AND VICE-CHAIRPERSON(S). The Board may elect, from
among   its   members,   a   Chairperson   of  the   Board   and   one  or  more
Vice-Chairperson(s).  The Chairperson of the Board, if present and acting, shall
preside  at  all  meetings  of  stockholders  and  directors.   Otherwise,   the
Vice-Chairperson  of  the  Board,  if any  and if  present  and  acting,  or the
President,  if present and acting,  or any other  director  chosen by the Board,
shall preside at all meetings of stockholders and directors. Unless otherwise an
officer of the Corporation,  election as the Chairperson and Vice-Chairperson(s)
of the Board shall not render a director an officer of the Corporation.


         (5) COMMITTEES.  The Board of Directors may, by resolution  passed by a
majority of the whole Board, designate one or more committees, each committee to
consist  of one or more of the  directors  of the  Corporation.  The  Board  may
designate one or more directors as alternate  members of any committee,  who may
replace any absent or  disqualified  member at any meeting

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<PAGE>

of the committee.  In the absence or  disqualification of any member of any such
committee or committees,  the member or members  thereof  present at any meeting
and not disqualified from voting, whether or not he or they 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 the resolution of the Board, shall have and
may  exercise  the  powers  and  authority  of the  Board  of  Directors  in the
management of the business and affairs of the Corporation  with the exception of
any  authority  the  delegation  of which is  prohibited  by Section  141 of the
General  Corporation  Law, and may authorize the seal of the  Corporation  to be
affixed to all papers which may require it.

         No notice  shall be required for regular  committee  meetings for which
the time and place have been fixed.  Special committee meetings may be called by
any member of that committee. Notice thereof stating the place, date and hour of
the meeting shall be given to each committee member either by mail not less than
forty-eight (48) hours before the time of the meeting, by telephone,  telecopier
or telegram not less than twenty-four (24) hours before the time of the meeting,
or such  shorter  notice as the person or persons  calling  the meeting may deem
necessary or appropriate.

         A majority of the members of a committee shall constitute a quorum. The
vote of the majority of the  committee  members  present at a meeting at which a
quorum is present shall be the act of the committee.


         (6) WRITTEN ACTION. Any action required or permitted to be taken at any
meeting of the Board of Directors or 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.


         (7) COMPENSATION.  The directors may be paid their expenses, if any, of
attendance  at each meeting of the board of  directors,  may be paid a fixed sum
for  attendance  at each  meeting of the board of  directors,  and may be paid a
retainer as a director. 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.


         (8) NOMINATION. Subject to the rights of holders of any class or series
of stock  having a  preference  over the Common  Stock as to  dividends  or upon
liquidation,  nominations for the election of directors may be made by the board
of  directors  or a  committee  appointed  by the board of  directors  or by any
shareholder  entitled  to  vote  in the  election  of  directors.  However,  any
shareholder  entitled  to vote in the  election  of  directors  at a meeting may
nominate a director only by notice in writing delivered or mailed by first class
United States mail,  postage prepaid,  to the Secretary of the Corporation,  and
received by the Secretary not less than (i) with respect to any nomination to be
introduced at an annual meeting of stockholders,  one hundred and twenty days in
advance  of  the  date  of  the  Corporation's   proxy  statement   released  to
stockholders in connection

                                   9

<PAGE>

with the previous year's annual meeting,  and (ii)with respect to any nomination
to be introduced at a special meeting of stockholders,  the close of business on
the  seventh day  following  the date on which  notice of such  meeting is first
given to  stockholders.  Each  such  notice  shall set  forth:  (a) the name and
address of the  shareholder who intends to make the nomination and of the person
or persons to be  nominated;  (b) a  representation  that the  shareholder  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; (c) the class and number of shares of
stock  held of  record,  owned  beneficially  and  represented  by proxy by such
stockholder  as of the record date for the meeting (if such date shall then have
been  made  publicly  available)  and as of  the  date  of  such  notice;  (d) a
description of all  arrangements or  understandings  between the shareholder 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
shareholder;  (e) such other information regarding each nominee proposed by such
shareholder  as would be  required to be  included  in a proxy  statement  filed
pursuant to the proxy rules of the Securities and Exchange  Commission,  had the
nominee been nominated,  or intended to be nominated, by the board of directors;
and (f) the consent of each nominee to serve as a director of the Corporation if
so  elected.  The  chairperson  of the  meeting  may refuse to  acknowledge  the
nomination of any person not made in compliance with the foregoing procedure.


         (9)  STOCKHOLDER  PROPOSAL.  Any  stockholder  entitled  to vote in the
election of directors  and who meets the  requirements  of the proxy rules under
the  Securities  Exchange Act of 1934,  as amended,  may submit to the directors
proposals to be considered for submission to the stockholders of the Corporation
for their vote. The introduction of any stockholder  proposal that the directors
decide should be voted on by the stockholders of the Corporation,  shall be made
by notice in writing  delivered  or mailed by first class  United  States  Mail,
postage  prepaid,  to the  Secretary  of the  Corporation,  and  received by the
Secretary  not less than (i) with respect to any proposal to be introduced at an
annual  meeting of  stockholders,  one hundred and twenty days in advance of the
date of the Corporation's proxy statement released to stockholders in connection
with the previous year's annual  meeting,  and (ii) with respect to any proposal
to be introduced at a special meeting of stockholders,  the close of business on
the  seventh day  following  the date on which  notice of such  meeting is first
given to  stockholders.  Each  such  notice  shall set  forth:  (a) the name and
address of the  stockholder who intends to make the proposal and the text of the
proposal to be  introduced;  (b) the class and number of shares of stock held of
record,  owned  beneficially  and represented by proxy by such stockholder as of
the record date for the meeting (if such date shall then have been made publicly
available) and as of the date of such notice; and (c) a representation  that the
stockholder  intends to appear in person or by proxy at the meeting to introduce
the proposal or  proposals,  specified  in the notice.  The  Chairperson  of the
meeting may refuse to acknowledge the  introduction of any stockholder  proposal
not made in compliance with the foregoing procedure.

                                   10


<PAGE>

                             ARTICLE IV

                               NOTICES

         Whenever, under the provisions of the statutes or of the Certificate of
Incorporation or of these Bylaws, notice is required to be given to any director
or  stockholder,  it shall not be construed to mean  personal  notice,  but such
notice  may be  given  in  writing,  by  mail,  addressed  to such  director  or
stockholder,  at his  address as it appears on the  records of the  Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be  deposited  in the  United  States  mail.  Notice to
directors may also be given by telegram.

         Whenever any notice is required to be given under the provisions of the
statutes or of the  Certificate of  Incorporation  or of these Bylaws,  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
thereto.


                               ARTICLE V

                                OFFICERS

         The  officers  of the  Corporation  shall  consist  of a  President,  a
Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the
Board  of   Directors,   an   Executive   Vice-President,   one  or  more  other
Vice-Presidents,  one or  more  Assistant  Secretaries,  one or  more  Assistant
Treasurers,  and such other  officers with such titles as the  resolution of the
Board of Directors  choosing  them shall  designate.  Except as may otherwise be
provided in the  resolution  of the Board of Directors  choosing him, no officer
need be a director. Any number of offices may be held by the same person, as the
directors may determine.

         Unless otherwise provided in the resolution  choosing him, each officer
shall be chosen for a term which shall  continue  until the meeting of the Board
of Directors  following the next annual  meeting of  stockholders  and until his
successor shall have been chosen and qualified.

         All officers of the  Corporation  shall have such authority and perform
such duties in the  management  and  operation  of the  Corporation  as shall be
prescribed in the resolutions of the Board of Directors designating and choosing
such officers and prescribing  their  authority and duties,  and shall have such
additional  authority  and duties as are incident to their office  except to the
extent that such resolutions may be inconsistent  therewith.  Any officer may be
removed,  with or without cause,  by the Board of Directors.  Any vacancy in any
office may be filled by the Board of Directors.

         THE PRESIDENT.  The president shall be the chief  executive  officer of
the  Corporation,  shall have general and active  supervision of the business of
the  Corporation  and shall see that all orders and  resolutions of the board of
directors are carried into effect and shall be responsible  to 

                                   11

<PAGE>

the chairperson,  as well as to the board of directors for the execution of such
duties and powers.  The president  shall,  in the absence or inability to act of
the  chairperson  and  vice-chairperson  of the board,  assume and carry out all
responsibilities set forth with respect to such chairperson and
vice-chairperson.

         The  president  shall execute  bonds,  mortgages,  and other  contracts
requiring a seal,  under the seal of the  Corporation,  except where required or
permitted  by law to be  otherwise  signed and  executed  and  except  where the
signing and  execution  thereof  shall be  expressly  delegated  by the board of
directors to some other officer or agent of the Corporation.

         THE VICE PRESIDENTS. Executive vice presidents, senior vice presidents,
vice  presidents,  and assistant vice presidents shall have duties and powers as
the board of directors may designate.

         THE SECRETARY AND ASSISTANT SECRETARIES. The secretary shall attend all
meetings of the board of  directors  and all  meetings of the  stockholders  and
record all the  proceedings of the meetings of the  Corporation and of the board
of directors in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. The secretary shall give, or cause to
be given,  notice of all meetings of the  stockholders,  special meetings of the
board of directors,  and meetings of  committees of the board of directors,  and
shall  perform such other duties as may be  prescribed by the board of directors
or president,  under whose  supervision  the  secretary  shall be. The secretary
shall have custody of the corporate seal of the  Corporation  and the secretary,
or an  assistant  secretary,  shall  have  authority  to  affix  the same to any
instrument requiring it and when so affixed, it may be attested by his signature
or by the signature of 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 signature.

         The  assistant  secretary,  or if there be more than one, the assistant
secretaries  in the order  determined by the board of directors,  shall,  in the
absence or  disability  of the  secretary,  perform the duties and  exercise the
powers of the  secretary and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

         THE TREASURER AND ASSISTANT  TREASURERS.  The treasurer  shall have the
custody of the  Corporation's  funds and securities and shall deposit all monies
and other valuable  effects in the name and to the credit of the  Corporation in
such depositories as may be designated by the board of directors.

         The  treasurer  shall have the  authority to invest the normal funds of
the  Corporation  in the  purchase  and  acquisition  and to sell and  otherwise
dispose of these investments upon such terms as the treasurer may deem desirable
and  advantageous,  and shall,  upon  request,  render to the  president and the
directors an accounting of all such normal investment transactions.

                                   12

<PAGE>

         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 president and the board of directors, at
its regular meetings,  or when the board of directors so requires, an account of
all  his  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 (which shall be renewed every six years) 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 his office and for the restoration to
the Corporation, in case of his death, resignation,  retirement, or removal from
office, of all books,  papers,  vouchers,  money, and other property of whatever
kind in his possession or under his control belonging to the Corporation.

         The  assistant  treasurer,  or if there  shall be more  than  one,  the
assistant  treasurers in the order determined by the board of directors,  shall,
in the absence or disability of the  treasurer,  perform the duties and exercise
the powers of the  treasurer  and shall  perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

         The  controller  shall keep the  Corporation's  accounting  records and
shall prepare  accounting  reports of the  operating  results as required by the
board of directors and governmental authorities.

         The  controller  shall  establish   systems  of  internal  control  and
accounting procedures for the protection of the Corporation's assets and funds.


                              ARTICLE VI

                         CERTIFICATES OF STOCK

         Every  holder of stock in the  Corporation  shall be entitled to have a
certificate  signed by, or in the name of the Corporation by, the chairperson or
vice-chairperson   of  the  board  of   directors,   or  the   president   or  a
vice-president,  and by  the  secretary  or an  assistant  secretary,  or by the
treasurer or an assistant treasurer of the Corporation, certifying the number of
shares owned by him in the Corporation. All certificates shall also be signed by
a transfer agent and by a registrar.

         All  signatures  which  appear  on the  certificate  may  be  facsimile
including, without limitation, signatures of officers of the Corporation and the
signatures  of the  stock  transfer  agent or  registrar.  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.

                                   13

<PAGE>

         If the Corporation  shall be authorized to issue more than one class of
stock or more than one series of any class, the designations,  preferences,  and
relative,  participating,  optional,  or other  special  rights of each class of
stock or series thereof and the qualifications,  limitations, or restrictions of
such  preferences  and/or rights shall be set forth in full or summarized on the
face or back of the certificate  which the Corporation  shall issue to represent
such  class or series of stock;  provided,  however,  that  except as  otherwise
provided in Section 202 of the General Corporation Law, in lieu of the foregoing
requirements,  there  may be set  forth on the  face or back of the  certificate
which the Corporation  shall issue to represent such class or series of stock, a
statement that the Corporation will furnish without charge,  to each stockholder
who so requests,  the designations,  preferences,  and relative,  participating,
optional,  or other special  rights of each class of stock or series thereof and
the  qualifications,  limitations,  or restrictions of such  preferences  and/or
rights.

         LOST CERTIFICATES. The Corporation may issue a new certificate of stock
or  uncertificated  shares in place of any certificate  theretofor issued by it,
alleged to have been lost, stolen, or destroyed, upon the making of an affidavit
of that  fact by the  person  claiming  the  certificate  to be lost,  stolen or
destroyed.  The Board of Directors may require the owner of the lost, stolen, or
destroyed  certificate,  or his legal representative,  to give the Corporation a
bond sufficient to indemnify the Corporation  against any claim that may be made
against it on account of the alleged loss,  theft,  or  destruction  of any such
certificate or the issuance of any such new certificate or uncertificated share.

         TRANSFERS OF STOCK.  Upon surrender to the  Corporation or the transfer
agent  of  the  Corporation  of  a  certificate  for  shares  duly  endorsed  or
accompanied  by proper  evidence of  succession,  assignment,  or  authority  to
transfer,  it shall be the duty of the Corporation to issue a new certificate to
the  person  entitled  thereto,  cancel  the old  certificate,  and  record  the
transaction upon its books.

         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,  and to hold liable for calls
and  assessments a person  registered  on its 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 the laws
of Delaware.


                             ARTICLE VII

                          DIVIDENDS; CHECKS

         Dividends  upon the capital  stock of the  Corporation,  subject to the
provisions of the Certificate of  Incorporation,  if any, may be declared by the
board of directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property,  or in shares of the capital stock, subject to
the provisions of the Certificate of Incorporation.

                                   14


<PAGE>

         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 directors
from to time,  in their  absolute  discretion,  think  proper  as a  reserve  or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining  any property of the  Corporation,  or for such other purpose as the
directors  shall think  conducive  to the interest of the  Corporation,  and the
directors  may modify or abolish any such  reserve in the manner in which it was
created.

         CHECKS.  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.


                            ARTICLE VIII

                           CORPORATE SEAL

         The  corporate  seal  shall be in such form as the  Board of  Directors
shall prescribe.


                             ARTICLE IX

                             FISCAL YEAR

         The fiscal year of the  Corporation  shall end on the Friday closest to
December 31st.


                               ARTICLE X

                INDEMNIFICATION OF OFFICERS AND DIRECTORS

         (a) 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,  officer  or  employee  of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust 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, had no reasonable cause to believe
such  person's  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
the  person  did  not  act in good  faith  and in a  manner  which  such  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that such person's conduct was unlawful.

                                   15


<PAGE>

         (b) 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, officer or employee
of the Corporation,  or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust 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 and 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 of the State of Delaware 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)  To  the  extent  that  a  director,  officer  or  employee  of the
Corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
Article  10, 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.  For  purposes of
determining the  reasonableness  of any such expenses,  a certification  to such
effect by any member of the Bar of the State of  Delaware,  which  member of the
Bar may have acted as counsel to any such director,  officer or employee,  shall
be binding upon the  Corporation  unless the  Corporation  establishes  that the
certification was made in bad faith.

         (d) Any  indemnification  under subsections (a) and (b) of this Article
10  (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,  officer, employee or agent is proper in the circumstances because any
such person has met the applicable  standard of conduct set forth in subsections
(a) and (b) of this  Article  10.  Such  determination  shall be made (1) by the
Board of Directors,  by a majority vote of a quorum  consisting of directors who
were not parties to such action, suit or proceeding,  or (2) if such a quorum is
not obtainable,  or, even if obtainable a quorum of  disinterested  directors so
directs,  by  independent  legal  counsel  in a written  opinion,  or (3) by the
stockholders.

         (e)  Expenses  (including  attorneys'  fees)  incurred  by an  officer,
director  or employee  of the  Corporation  in  defending  any civil,  criminal,
administrative or investigative 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,
officer,  employee  or agent to repay  such  amount  if it shall  ultimately  be
determined  that  any such  person  is not  entitled  to be  indemnified  by the
Corporation as authorized by this Article 10.

                                   16

<PAGE>

         (f) The  indemnification  and  advancement of expenses  provided by, or
granted  pursuant  to,  the other  subsections  of this  Article 10 shall not be
deemed exclusive of any other rights to which any person seeking indemnification
or advancement of expenses may be entitled under any bylaw,  agreement,  vote of
stockholders or disinterested directors or otherwise,  both as to action in such
person's  official  capacity and as to action in another  capacity while holding
such office.

         (g) The  Corporation  may but shall not be  required  to  purchase  and
maintain insurance on behalf of any person who is or was a director,  officer or
employee  of  the  Corporation,  or is or was  serving  at  the  request  of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint  venture,  trust or other  enterprise  against any liability
asserted  against  such person and incurred by such person in any  capacity,  or
arising  out of such  person's  status as such,  whether or not the  Corporation
would have the power to indemnify such person against such liability  under this
Article 10.

         (h) For purposes of this Article 10,  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 which, if its separate  existence had continued,  would
have  had  power  and  authority  to  indemnify  its  directors,  officers,  and
employees,  so that any person who is or was a director,  officer or employee of
such  constituent  corporation,  or is or was  serving  at the  request  of such
constituent  corporation  as a director,  officer,  employee or agent of another
corporation,  partnership, joint venture, trust or other enterprise, shall stand
in the same  position  under this  Article 10 with  respect to the  resulting or
surviving  corporation  as such  person  would  have  had with  respect  to such
constituent corporation if its separate existence had continued.

         (i) For purposes of this Article 10, references to "other  enterprises"
shall include  employee  benefit plans;  references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references  to  "serving at the request of the  Corporation"  shall  include any
service as a  director,  officer or employee of the  Corporation  which  imposes
duties on, or involves  services  by, such  director,  officer or employee  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 Article 10.

         (j) The  indemnification  and  advancement of expenses  provided by, or
granted  pursuant  to, this Article 10 shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

         (k) This Article 10 shall be interpreted and construed to accord,  as a
matter of right, to any person who is or was a director,  officer or employee of
the  Corporation  or is or was  serving at the request of the  Corporation  as a
director, officer, employee or agent of another corporation,  

                                   17

<PAGE>

partnership,  joint  venture,  trust or other  enterprise,  the full  measure of
indemnification  and  advancement  of expenses  permitted  by Section 145 of the
Business Corporation Law the State of Delaware.

         (l) Any person seeking indemnification or advancement of expenses under
this  Article 10 may seek to enforce  the  provisions  of this  Article 10 by an
action  in law or  equity  in any  court of the  United  States  or any state or
political  subdivision  thereof  having  jurisdiction  of the  parties.  Without
limitation  of  the  foregoing,  it is  specifically  recognized  that  remedies
available at law may not be adequate if the effect thereof is to impose delay on
the  immediate  realization  by any such person of the rights  conferred by this
Article 10. Any costs incurred by any person in enforcing the provisions of this
Article 10 shall be an indemnifiable  expense in the same manner and to the same
extent as other indemnifiable expenses under this Article 10.

         (m) No amendment,  modification or repeal of this Article 10 shall have
the  effect  of or be  construed  to  limit or  adversely  affect  any  claim to
indemnification  or  advancement  of expenses made by any person with respect to
any  state  of  facts  which  existed  prior  to the  date  of  such  amendment,
modification or repeal.  Accordingly,  any amendment,  modification or repeal of
this Article 10 shall be deemed to have  prospective  application only and shall
not be applied retroactively.


                             ARTICLE XI

                          BYLAW AMENDMENTS

         Subject to the provisions of the  Certificate of  Incorporation,  these
Bylaws  may be  altered,  amended  or  repealed  at any  regular  meeting of the
shareholders (or at any special meeting thereof duly called for that purpose) by
a majority vote of the shares  represented and entitled to vote at such meeting;
provided that in the notice of such special meeting notice of such purpose shall
be given.  Subject  to the laws of the State of  Delaware,  the  Certificate  of
Incorporation  and these Bylaws,  the board of directors may by majority vote of
those present at any meeting at which a quorum is present amend these Bylaws, or
enact such other Bylaws as in their judgment may be advisable for the regulation
of the conduct of the affairs of the Corporation, except that Sections 3.1, 3.2,
and 3.13 of Article  III and  Articles  VIII and IX of the Bylaws may be amended
only by the affirmative vote of the holders of at least sixty-six and two-thirds
percent  (66-2/3%)  of the  voting  power of all the  shares of the  Corporation
entitled to vote  generally in the election of directors,  voting  together as a
single class.

                                   18


<PAGE>

                           ARTICLE XII.

                        SHAREHOLDER ACTION

         Any action required or permitted to be taken by the shareholders of the
Corporation  must be effected at a duly called annual or special meeting of such
holders,  and may not be  effected  by any  consent in  writing by such  holders
except that an amendment to the Certificate of  Incorporation of the Corporation
in order to  change  the  name of the  Corporation  may be  approved  without  a
meeting,  by consent in writing of the holders of the  outstanding  stock of the
Corporation  having  not less than the  minimum  number of votes  that  would be
necessary to approve such amendment at a meeting at which all shares entitled to
vote thereon were present and voted pursuant to the provisions of Section 228 of
the General  Corporation Law. Except as otherwise required by law and subject to
the rights of the  holders of any class or series of stock  having a  preference
over the Common Stock as to dividends or upon  liquidation,  special meetings of
shareholders  of the  Corporation  may be called only by the board of  directors
pursuant  to a  resolution  approved  by a  majority  of  the  entire  board  of
directors.

         I HEREBY  CERTIFY that the foregoing is a full,  true, and correct copy
of the Amended and Restated  Bylaws of HOST  MARRIOTT  SERVICES  CORPORATION,  a
Delaware corporation, as in effect on the date hereof.

         WITNESS my hand and the seal of the Corporation.

Dated: November 2, 1996


                                                  /S/  JOE P. MARTIN
                                             -----------------------------------
                                             Secretary of
                                             HOST MARRIOTT SERVICES CORPORATION


(SEAL)




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