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.