By-Laws
                                 of
                    Premark International, Inc.
                   (As amended February 29, 1996)
                                  
                                  
                             ARTICLE I
                                  
                            Stockholders
                                    
  Section 1.  The annual meeting of the stockholders of the
Corporation shall be held on the Wednesday before the first Thursday in
May of each year (or if said day is a legal holiday, then on the next
succeeding day not a holiday) or on such other date, and at such time and
at such place within or without the State of Delaware, as may be fixed by
the Board of Directors, for the purpose of electing directors and for the
transaction of such other business as may properly be brought before the
meeting. 

  Section 2. (a)  Subject to the rights of the holders of any class
or series of stock having a preference over the Common Stock of the
Corporation as to dividends or upon liquidation ("Preferred Stock"), any
action required or permitted to be taken by the stockholders of the
Corporation must be effected at an annual or special meeting of
stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders. Subject to the rights of the holders of any
class or series of Preferred Stock, special meetings of stockholders of
the Corporation may be called only by the Board of Directors pursuant to
a resolution adopted by a majority of the Whole Board (as such term is
defined in Article EIGHTH of the Corporation's Restated Certificate of
Incorporation (the "Certificate of Incorporation")). 

  (b)  Special meetings of the stockholders may be held at such time
and at such place within or without the State of Delaware, as may be
stated in the call. 

  Section 3.  Notice of the time and place of every meeting of
stockholders shall be delivered personally or mailed at least ten days and
not more than sixty days prior thereto to each stockholder of record
entitled to vote at his address as it appears on the records of the
Corporation. Such further notice shall be given as may be required by law.
Business transacted at any special meeting shall be confined to the
purpose or purposes stated in the notice of such special meeting. Meetings
may be held without notice if all stockholders entitled to vote are
present or if notice is waived by those not present. 

  Section 4.  Except as otherwise provided by law or by the
Certificate of Incorporation, the presence, in person or by proxy, of the
holders of record of shares of capital stock of the Corporation entitling
the holders thereof to cast a majority of the votes (after giving effect
to the provisions of Article NINTH of the Certificate of Incorporation)
entitled to be cast by the holders of shares of capital stock of the
Corporation entitled to vote shall constitute a quorum at all meetings of
the stockholders. The chairman of the meeting or the holders of record of
a majority of such shares so present or represented may adjourn the
meeting from time to time, whether or not there is such a quorum. No
notice of the time and place of adjourned meetings need be given except as
required by law. 

  Section 5.  Election of directors at all meetings of the
stockholders at which directors are to be elected shall be by ballot, and,
except as otherwise set forth in any Preferred Stock Designation (as
defined in Article FOURTH of the Certificate of Incorporation) with
respect to the right of the holders of any class or series of Preferred
Stock to elect additional directors under specified circumstances, a
plurality of the votes cast thereat shall elect. Except as otherwise
provided by law, the Certificate of Incorporation, any Preferred Stock
Designation, the By-Laws of the Corporation or resolution adopted by the
Whole Board, all matters other than the election of directors submitted to
the stockholders at any meeting shall be decided by a majority of the
votes cast with respect thereto. 
    
  Section 6. (a)  At any annual meeting of the stockholders, only such
business shall be conducted as shall have been brought before the meeting
(i) by or at the direction of the Board of Directors or (ii) by any
stockholder of the Corporation who is entitled to vote with respect
thereto and who complies with the notice procedures set forth in this
Section 6(a). For business to be properly brought before an annual meeting
by a stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered or mailed to and received at the principal
executive offices of the Corporation not less than 30 days prior to the
date of the annual meeting; provided, however, that in the event that less
than 40 days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely
must be received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting
was mailed or such public disclosure was made. A stockholder's notice to
the Secretary shall set forth as to each matter such stockholder proposes
to bring before the annual meeting (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Corporation's books, of the stockholder proposing
such business, (iii) the class and number of shares of the Corporation's
capital stock that are beneficially owned by such stockholder and (iv) any
material interest of such stockholder in such business. Notwithstanding
anything in the By-Laws to the contrary, no business shall be brought
before or conducted at an annual meeting except in accordance with the
provisions of this Section 6(a). The officer of the Corporation or other
person presiding over the annual meeting shall, if the facts so warrant,
determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this
Section 6(a) and, if he should so determine, he shall so declare to the
meeting and any such business so determined to be not properly brought
before the meeting shall not be transacted. 

  At any special meeting of the stockholders, only such business shall
be conducted as shall have been brought before the meeting by or at the
direction of the Board of Directors. 

  (b)  Only persons who are nominated in accordance with the
procedures set forth in these By-Laws shall be eligible for election as
directors. Nominations of persons for election to the Board of Directors
of the Corporation may be made at a meeting of stockholders at which
directors are to be elected only (i) by or at the direction of the Board
of Directors or (ii) by any stockholder of the Corporation entitled to
vote for the election of directors at the meeting who complies with the
notice procedures set forth in this Section 6(b). Such nominations, other
than those made by or at the direction of the Board of Directors, shall be
made by timely notice in writing to the Secretary of the Corporation. To
be timely, a stockholder's notice shall be delivered or mailed to and
received at the principal executive offices of the Corporation not less
than 30 days prior to the date of the meeting; provided, however, that in
the event that less than 40 days' notice or prior disclosure of the date
of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be so received not later than the close of business on
the 10th day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made. Such stockholder's
notice shall set forth (i) as to each person whom such stockholder
proposes to nominate for election or re-election as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including such person's written consent
to being named in the proxy statement as a nominee and to serving as a
director if elected); and (ii) as to the stockholder giving the notice (x)
the name and address, as they appear on the Corporation's books, of such
stockholder and (y) the class and number of shares of the Corporation's
capital stock that are beneficially owned by such 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 of the
Corporation that information required to be set forth in a stockholder's
notice of nomination which pertains to the nominee. No person shall be
eligible for election as a director of the Corporation unless nominated in
accordance with the provisions of this Section 6(b). The officer of the
Corporation or other person presiding at the meeting shall, if the facts
so warrant, determine and declare to the meeting that a nomination was not
made in accordance with such provisions and, if he should so determine, he
shall so declare to the meeting and the defective nomination shall be
disregarded. 
    
  Section 7.  (a)  The Board of Directors by resolution shall appoint
one or more inspectors, which inspector or inspectors may include
individuals who serve the Corporation in other capacities, including,
without limitation, as officers, employees, agents or representatives of
the Corporation, to act at a meeting of stockholders and make a written
report thereof.  One or more persons may be designated as alternate
inspectors to replace any inspector who fails to act.  If any inspectors
or alternates who have been appointed are unable to act at a meeting of
stockholders, the Chairman of the meeting shall appoint one or more
inspectors to act at the meeting.  Each inspector, before discharging his
or her duties, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of
his or her ability.  The inspectors shall have the duties prescribed by
the General Corporation Law of the State of Delaware.

  (b)  The Chairman of the meeting or the Secretary of the Corporation
shall fix and announce at the meeting the date and time of the opening and
the closing of the polls for each matter upon which the stockholders will
vote at a meeting.


                             ARTICLE II

                             Directors
    
  Section 1. (a)  Subject to the rights of the holders of any class
or series of Preferred Stock to elect directors under specified
circumstances, the number of directors shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by
a majority of the Whole Board. The directors, other than those who may be
elected by the holders of any class or series of Preferred Stock, shall be
divided, with respect to the time for which they severally hold office,
into three classes, with the term of office of the first class to expire
at the 1987 annual meeting of stockholders, the term of office of the
second class to expire at the 1988 annual meeting of stockholders and the
term of office of the third class to expire at the 1989 annual meeting of
stockholders, with each director to hold office until his or her successor
shall have been duly elected and qualified. At each annual meeting of
stockholders, commencing with the 1987 annual meeting, (i) directors
elected to succeed those directors whose terms then expire shall be
elected for a term of office to expire at the third succeeding annual
meeting of stockholders after their election, with each director to hold
office until his or her successor shall have been duly elected and
qualified and (ii), if authorized by a resolution of the Board of
Directors, directors may be elected to fill any vacancy on the Board of
Directors regardless of how such vacancy shall have been created. 

  (b)  A whole number of directors equal to at least one third of the
Whole Board shall constitute a quorum for the transaction of business, but
if at any meeting of the Board of Directors there shall be less than a
quorum present a majority of those present may adjourn the meeting from
time to time until a quorum shall have been obtained. 

  (c)  Subject to the rights of the holders of any class or series of
Preferred Stock, and unless the Board of Directors otherwise determines,
newly created directorships resulting from any increase in the authorized
number of directors or any vacancies in the Board of Directors resulting
from death, resignation, retirement, disqualification, removal from office
or other cause may be filled only by a majority vote of the directors then
in office, though less than a quorum, and directors so chosen shall hold
office for a term expiring at the annual meeting of stockholders at which
the term of office of the class to which they have been elected expires
and until such director's successor shall have been duly elected and
qualified. No decrease in the number of authorized directors constituting
the Whole Board shall shorten the term of any incumbent director. 

  (d)  Subject to the rights of the holders of any class or series of
Preferred Stock, any director, or the entire Board of Directors, may be
removed from office at any time, but only for cause and only by the
affirmative vote of the holders of at least a majority of the voting power
of all of the then-outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (the "Voting
Stock") (after giving effect to the provisions of Article NINTH of the
Certificate of Incorporation), voting together as a single class. 

  Section 2.  Meetings of the Board of Directors shall be held at such
place within or without the State of Delaware, as may from time to time be
fixed by, or determined in the manner provided by, resolution of the
Board, or as may be specified in the call of any meeting.  Regular
meetings of the Board of Directors shall be held at such times as may from
time to time be fixed by, or determined in the manner provided by,
resolution of the Board, and special meetings may be held at any time upon
the call of the Executive Committee or of the Chairman of the Board of
Directors by oral, telegraphic or written notice, duly served on or sent
or mailed to each director not less than two days before such meeting. A
meeting of the Board may be held without notice immediately after the
annual meeting of stockholders at the same place at which such meeting was
held. Notice need not be given of regular meetings of the Board held at
times and places fixed by resolution of the Board. A meeting may be held
at any time without notice if all the directors are present or if those
not present waive notice of the meeting in writing, either before or after
such meeting.
 
  Section 3.  The Board of Directors may, in its discretion, by
resolution passed by a majority of the Whole Board, designate an Executive
Committee to consist of the Chairman of the Board of Directors and such
number of other directors as the Board may from time to time determine
(not less than three), which Committee, to the extent provided in said
resolution, shall have, and may exercise when the Board is not in session,
the powers of the Board in the management of the business and affairs of
the Corporation, except the power to change the membership or to fill
vacancies in the Board or said Committee. The Board shall have the power
at any time to change the membership of said Committee (subject to the
requirement that the Chairman of the Board be a member thereof), to fill
vacancies in it, or to dissolve it. The Executive Committee may make rules
for the conduct of its business and may appoint such committees and
assistants as it shall from time to time deem necessary . 

  Section 4.  The Board of Directors may from time to time, in its
discretion, by resolution passed by a majority of the Whole Board,
designate, and appoint, from the directors, other committees of one or
more persons which shall have and may exercise such lawfully delegable
powers and duties conferred or authorized by the resolutions of
designation and appointment. The Board shall have power at any time to
change the members of any such committee, to fill vacancies, and to
discharge any such committee. 

  Section 5.  Unless the Board shall provide otherwise, the presence
of one-half of the total membership of any committee of the Board shall
constitute a quorum for the transaction of business at any meeting of such
committee and the act of a majority of those present shall be necessary
and sufficient for the taking of any action thereat. 

  Section 6.  The Executive Committee, and any other committee so
designated if the resolution which designates such committee or a
supplemental resolution of the Board shall so provide, may exercise the
power and authority of the Board to declare a dividend, to authorize the
issuance of stock or to adopt a certificate of ownership and merger
pursuant to Section 253 of the Delaware General Corporation Law.


                            ARTICLE III
                                  
                              Officers

  Section 1.  The Board of Directors as soon as may be practicable
after the annual meeting of stockholders shall choose a Chairman of the
Board of Directors, a Secretary and a Treasurer and from time to time may
choose such other officers (including, without limitation, a President) as
it may deem proper.  The Chairman of the Board of Directors shall be
chosen from the directors.

  Section 2.  The term of office of all officers shall be until the
next annual election of officers and until their respective successors are
chosen, but any officer may be removed from office at any time by the
affirmative vote of a majority of the members of the Whole Board. 

  Section 3.  All officers chosen by the Board of Directors shall each
have such powers and duties as generally pertain to their respective
offices, subject to the specific provisions of this ARTICLE III. Such
officers shall also have such powers and duties as from time to time may
be conferred by the Board of Directors or by any committee thereof. 

  Section 4.  The Chairman of the Board shall preside at all meetings
of the stockholders and of the Board of Directors.  He shall make reports
to the Board of Directors and the stockholders, and shall perform all such
other duties as are properly required of him by the Board of Directors.

  The Chief Executive Officer shall have general management and
oversight of the administration and operation of the Corporation's
business and general supervision of its policies and affairs.

  The President (if one shall have been chosen by the Board of
Directors) shall act in a general executive capacity and shall assist the
Chairman of the Board of Directors in the administration and operation of
the Corporation's business and in the supervision of its policies and
affairs. During the absence or disability of the Chairman of the Board of
Directors, the President (if one shall have been chosen by the Board of
Directors) shall have and exercise all the powers of the Chairman of the
Board of Directors. 

  Each meeting of the stockholders and of the Board of Directors shall
be presided over by the Chairman of the Board of Directors or, in his
absence, the President, if one shall have been chosen by the Board of
Directors, or in his absence, by such officer as has been designated by
the Board of Directors or, in his absence, by such officer or other person
as is chosen at the meeting. The Secretary or, in his absence, the 
General Counsel of the Corporation or such officer as has been designated
by the Board of Directors or, in his absence, such officer or other person
as is chosen by the person presiding, shall act as secretary of each such
meeting.


                             ARTICLE IV
                                  
                       Certificates of Stock

  The interest of each stockholder of the Corporation shall be
evidenced by certificates for shares of stock in such form as the Board of
Directors may from time to time prescribe, unless it shall be determined
by, or pursuant to, a resolution adopted by the Board of Directors that
the shares representing such interest be uncertificated.  The shares of
the stock of the Corporation shall be transferred on the books of the
Corporation by the holder thereof in person or by his attorney, upon
surrender for cancellation of certificates for the same number of shares,
with an assignment and power of transfer endorsed thereon or attached
thereto, duly executed, with such proof of the authenticity of the
signature as the Corporation or its agents may reasonably require.

  The certificates of stock shall be signed, countersigned and
registered in such manner as the Board of Directors may by resolution
prescribe, which resolution may permit all or any of the signatures on
such certificates to be in facsimile.  In case any officer, transfer agent
or registrar who has signed or whose facsimile signature has been placed
upon a certificate has 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 date of issue.


                             ARTICLE V
                                  
                        Checks, Notes, Etc.

  All checks on the Corporation's bank accounts and all drafts, bills
of exchange and promissory notes, and all acceptances, obligations and
other instruments for the payment of money, shall be signed by such person
or persons as shall be thereunto authorized from time to time by the Board
of Directors or by the committee or officer or officers of the Corporation
to whom the Board shall have delegated the power to authorize such
signing; provided, however, that the signature of any person so authorized
on checks and drafts drawn on the Corporation's dividend and special
accounts may be in facsimile if the Board of Directors or the committee or
officer or officers, whichever shall have authorized such person to sign
such checks or drafts, shall have authorized such person to sign in
facsimile; and provided further that in case notes or other instruments
for the payment of money (other than notes, bonds or debentures issued
under a trust instrument of the Corporation) are required to be signed by
two persons, the signature thereon of only one of the persons signing any
such note or other instrument may be in facsimile, and that in the case of
notes, bonds or debentures issued under a trust instrument of the
Corporation and required to be signed by two officers of the Corporation,
the signatures of both such officers may be in facsimile if specifically
authorized and directed by the Board of Directors of the Corporation and
if such notes, bonds or debentures are required to be authenticated by a
corporate trustee which is a party to the trust instrument; and provided
further that in case any person or persons who shall have signed any such
note or other instrument, either manually or in facsimile, shall have
ceased to be a person or persons so authorized to sign any such note or
other instrument, whether because of death or by reason of any other fact
or circumstance, before such note or other instrument shall have been
delivered by the Corporation, such note or other instrument may,
nevertheless, be adopted by the Corporation and be issued and delivered as
though the person or persons who so signed such note or other instrument
had not ceased to be such a person or persons. 


                             ARTICLE VI

                              Offices
    
  The Corporation may have offices outside of the State of Delaware
at such places as shall be determined from time to time by the directors. 


                            ARTICLE VII

                             Amendments
                                   
  These By-Laws may be amended, added to, rescinded or repealed at any
meeting of the Board of Directors or of the stockholders, provided notice
of the proposed change was given in the notice of the meeting and, in the
case of a meeting of the Board of Directors, in a notice given no less
than twenty-four hours prior to the meeting; provided, however, that, in
the case of amendments by stockholders, notwithstanding any other
provisions of these By-Laws or any provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any affirmative vote
of the holders of any particular class or series of the stock required by
law, the Certificate of Incorporation or these By-Laws, the affirmative
vote of the holders of at least 80 percent of the voting power of the then
outstanding Voting Stock, voting together as a single class, shall be
required to alter, amend or repeal any provision of these By-Laws.


                            ARTICLE VIII
                                  
                        Emergency Provisions

  During any emergency resulting from an attack on the United States
or on a locality in which the Corporation conducts its business or
customarily holds meetings of its Board of Directors or its stockholders,
or during any nuclear or atomic disaster, or during the existence of any
catastrophe, or other similar emergency condition, as a result of which a
quorum of the Board of Directors of the Corporation or of the Executive
Committee of the Board of Directors cannot readily be convened for action,
the following provisions shall apply, notwithstanding any other provisions
of the By-Laws of the Corporation: 

          1.  An emergency meeting or meetings of the Board of
     Directors or of the surviving members thereof shall be called by
     the Chairman of the Board, if available, or, if he is not
     available, the Chairman on the Executive Committee, or, if he is
     not available, by any other director or directors; any such meeting
     to be held at such time and place and upon such notice, if any, as
     the person or persons calling the meeting shall deem proper. The
     Board may take any action at any such meeting which it deems
     necessary and appropriate to meet the emergency.
     
     2.  Vacancies in the Board of Directors shall be filled as
  soon as practicable in the manner specified in Section l of ARTICLE
  II of these By-Laws. In filling vacancies, consideration shall be
  given to senior officers of the Corporation. 

     3.  The presence of the smallest number of directors
  permitted by law to constitute a quorum, but not less than three,
  shall be sufficient for the transaction of business at emergency
  meetings of the Board of Directors, except that if there are less
  than three surviving directors, the surviving director or
  directors, although less than a quorum, may fill vacancies in the
  Board.

     4.  The By-Laws may be amended by the Board of Directors
  without notice of the proposed amendment being given in the notice
  of the meeting.

     5.  Without limiting the generality of the foregoing, the
  Board of Directors is authorized to make all necessary
  determinations of fact regarding the extent and severity of the
  emergency and the availability of members of the Board of
  Directors; to designate and replace officers, agents and a
  chairman, adopt rules of procedures and fill vacancies.

     6.  The emergency powers provided in this ARTICLE VIII shall
  be in addition to any powers provided by law.