AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

SPECIALTY FOODS ACQUISITION CORPORATION
(a Delaware corporation)


          Specialty Foods Acquisition Corporation, a corporation
organized and existing under the laws of the State of Delaware (the
"Corporation"), hereby certifies as follows:
          1.   The name of the Corporation is Specialty Foods
Acquisition Corporation.  The original Certificate of Incorporation
of the Corporation was filed with the Secretary of State of the State
of Delaware on June 7, 1993.  The original Certificate of
Incorporation was amended by an amendment filed with the Office of
the Secretary of State of the State of Delaware on August 11, 1993
and by a certificate of correction filed with such Secretary on
September 13, 1993.
          2.   The Corporation's Certificate of Incorporation is
hereby amended and restated in its entirety by the Amended and
Restated Certificate of Incorporation of Specialty Foods Acquisition
Corporation attached hereto as Exhibit A and incorporated herein by
this reference (Exhibit A and this Certificate are collectively
referred to as the "Restated Certificate").
          3.   The Certificate of Incorporation of the Corporation is
hereby amended to effect amendments or changes authorized by the
Delaware General Corporation Law as follows:  (a) to increase the
aggregate number of shares which the Corporation shall have authority
to issue, and (b) to establish a class of preferred stock, par value
$1,000.00 per share (the "Preferred Stock"), having 19,500 shares
authorized, with the Board of Directors having the authority to
establish and designate series of the Preferred Stock and to fix the
number of shares and the relative voting, dividend, liquidation and
other rights, preferences and limitation of each such series of
Preferred Stock.
          4.   To accomplish the foregoing amendments, the following
provisions of the Corporation's Certificate of Incorporation have
been amended:
              (a)  Articles ONE, TWO and THREE, relating to the name
  of the Corporation, its registered office and agent and its
  purpose, respectively, hereby remain the same.
              (b)  Article FOUR, relating to the aggregate number of
  shares of capital stock that the Corporation is authorized to
  issue, the par value thereof, and the classes into which such
  shares are divided, is hereby amended to read as set forth in
  Article FOUR of the Certificate of Incorporation of the Corporation
  as hereinafter restated.
              (c)  Old Article FIVE, relating to the original
  incorporator of the Corporation, is hereby deleted.
              (d)  Old Article SIX, relating to election of
  directors, is hereby renumbered Article FIVE.
              (e)  Old Article SEVEN, relating to the limitation of
  directors' liability to the Corporation and its shareholders, is
  hereby renumbered Article SIX.
              (f)  Old Article EIGHT, relating to indemnification of
  directors and officers and certain other persons, is hereby
  renumbered Article SEVEN.
              (g)  Old Article NINE, relating to adoption, amendment
  or repeal of by-laws by the directors, is hereby renumbered as
  Article EIGHT.
          5.   The Restated Certificate was duly approved pursuant to
resolutions set forth in unanimous written consent, dated as of
May __, 1995, of the Board of Directors of the Corporation in
accordance with Section 141(f) of the General Corporation Law.
          6.   That in lieu of a meeting and vote of stockholders,
the stockholders of the Corporation have given unanimous written
consent to the said amendments in accordance with the provisions of
Section 228 of the General Corporation Law.
          7.   That the aforesaid amendments were duly adopted in
accordance with the applicable provisions of Sections 242 and 245 of
the General Corporation Law.
          IN WITNESS WHEREOF, the Corporation has authorized the
undersigned to execute this Amended and Restated Certificate of
Incorporation and caused the corporate seal of the Corporation to be
hereunto affixed this ______ day of May, 1997.

                      SPECIALTY FOODS ACQUISITION CORPORATION



                      By:_______________________________________
                                Name:  Lawrence S. Benjamin
                           Title:    President


                      [Corporate Seal]


ATTEST:



By:________________________________
     Name:  Robert B. Aiken
     Title:    Secretary



EXHIBIT A

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

of

SPECIALTY FOODS ACQUISITION CORPORATION


          1.   Name.  The name of the corporation is Specialty Foods
Acquisition Corporation (the "Corporation").

          2.   Address; Registered Office and Agent.  The address of
the Corporation's registered office is The Corporation Trust Company,
1209 Orange Street, City of Wilmington, County of New Castle, State
of Delaware; and its registered agent at such address is The
Corporation Trust Company.

          3.   Purposes.  The purpose of the Corporation is to engage
in, carry on and conduct any lawful act or activity for which
corporations may be organized under the Delaware General Corporation
Law.

          4.   Number of Shares.  The total number of shares of all
classes of stock that the Corporation shall have authority to issue
is One Hundred Million Nineteen Thousand Five Hundred (100,019,500)
shares, consisting of (a) One Hundred Million (100,000,000) shares of
common stock of the par value of One Cent ($.01) per share (the
"Common Stock") and (b) Nineteen Thousand Five Hundred (19,500)
shares of preferred stock of the par value of One Thousand Dollars
($1,000.00) per share (the "Preferred Stock").
          The designation, relative rights, preferences and
limitations of the shares of each class are as follows:
               4.1  Common Stock
                    4.1.1     Each share of Common Stock shall have
one vote, and, except as otherwise provided in respect of the Series
A Preferred Stock and any other class or series of stock now or
hereafter provided for, the exclusive voting power for all purposes
shall be vested in the holders of the Common Stock.
                    4.1.2     Subject to the provisions of law and
any preferences of the Series A Preferred Stock and any other class
or series of stock now or hereafter provided for, each outstanding
share of Common Stock shall be entitled to receive such dividends and
other distributions in cash, property or shares of stock of the
Corporation as may be declared thereon by the Board of Directors from
time to time out of assets of the Corporation legally available
therefor.
                    4.1.3     In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of the Common Stock shall be entitled, after
payment or provision for payment of the debts and other liabilities
of the Corporation and the amount to which the holders of the Series
A Preferred Stock and any other class or series of stock now or
hereafter provided for having a preference on distributions in the
liquidation, dissolution or winding up of the Corporation shall be
entitled, together with any other class or series of stock now or
hereafter provided for not having a preference on distributions in
the liquidation, dissolution or winding up of the Corporation, to
share ratably in the remaining assets of the Corporation.
               4.2  Series A Preferred Stock
                    4.2.1     Designation and Number of Shares.
                              There shall be hereby established a
     series of Preferred Stock designated as "Series A Preferred
     Stock" (the "Series A Preferred"), to consist of 19,500 shares,
     par value $1,000.00 per share.
                              Capitalized terms used herein and not
     otherwise defined shall have the meanings set forth in Article
     4.3 below.
                    4.2.2     Rank.  The Series A Preferred shall,
with respect to dividend distributions and distributions of assets
and rights upon the liquidation, winding up and dissolution of the
Corporation, rank senior to (a) all classes of common stock of the
Corporation (including, without limitation, the Common Stock), and
(b) each other class or series of Capital Stock of the Corporation
hereafter created which expressly provides that it ranks junior to
the Series A Preferred with respect to dividend distributions and
distributions of assets and rights upon the liquidation, winding up
and dissolution of the Corporation (such Capital Stock, together with
the Common Stock, the "Junior Stock").
                    4.2.3     Dividends.
                         (a)  Beginning on the date of issuance of
     the Series A Preferred, the holders of the outstanding shares of
     Series A Preferred shall be entitled to receive, when, as and if
     declared by the Board of Directors, out of funds legally
     available therefor, dividends payable in cash on each share of
     Series A Preferred at an annual rate equal to 16.0%.  All
     dividends with respect to any share of Series A Preferred shall
     begin to accrue on a daily basis and be cumulative, whether or
     not earned or declared, from the date of issuance of such share
     and shall be payable semi-annually in arrears on each Dividend
     Payment Date, commencing on the first Dividend Payment Date
     after the date of issuance of such share.  Each dividend
     distribution on the shares of Series A Preferred shall be
     payable to holders of record as they appear on the stock books
     of the Corporation on such record dates, not less than 10 nor
     more than 60 days preceding the related Dividend Payment Date,
     as shall be fixed by the Board of Directors.
                         (b)  All dividends paid with respect to
     shares of Series A Preferred pursuant to Section 4.2.3(a) shall
     be paid pro rata and in like manner to all of the holders
     entitled thereto.
                              Dividends payable on the shares of
     Series A Preferred for any period less than a year shall be
     computed on the basis of a 365 or 366-day year and the actual
     number of days elapsed in the period for which payable.
                              Nothing herein contained shall in any
     way or under any circumstances be construed or deemed to require
     the Board of Directors to declare, or the Corporation to pay or
     set apart for payment, any dividends on shares of the Series A
     Preferred at any time.
                              Dividends in connection with any
     redemption pursuant to Section 4.2.6 may be declared and paid at
     any time, without reference to any regular Dividend Payment
     Date, to holders of record on such date, not less than 10 nor
     more than 60 days prior to the payment thereof, as may be fixed
     by the Board of Directors.
                              Notwithstanding the foregoing
     provisions of this Section 4.2.3, if (1) the Corporation is not
     solvent or would be rendered insolvent thereby, (2) such payment
     would impair the Corporation's capital or (3) at such time any
     law or the terms and provisions of any agreement of the
     Corporation or any of its subsidiaries at such time (whether
     currently in existence or entered into subsequent to the date
     hereof), including any agreement relating to the indebtedness of
     the Corporation or any of its subsidiaries at such time,
     specifically prohibit such declaration, payment or setting apart
     for payment or provide that such declaration, payment or setting
     apart for payment would constitute a violation or breach thereof
     or a default (whether immediately or with notice or lapse of
     time or both) thereunder, subject to the next sentence of this
     Section 4.2.3(f), the Corporation shall not declare, pay or set
     apart for payment any dividend on any shares of Series A
     Preferred or Junior Stock or make any payment on account of, or
     set apart for payment money for a sinking or other similar fund
     for, the purchase, redemption or other retirement of, any shares
     of Series A Preferred or Junior Stock or any warrants, rights,
     calls or options exercisable for or convertible into any shares
     of Series A Preferred or Junior Stock, or make any distribution
     in respect thereof, either directly or indirectly, whether in
     cash, obligations or shares of the Corporation or other
     property.  The foregoing provisions shall not prohibit either of
     the following:   the payment of dividends or other distributions
     on shares of Series A Preferred in the form of additional shares
     of Series A Preferred; or  the payment of dividends or other
     distributions on shares of Junior Stock in the form of
     additional shares of Junior Stock.
                    4.2.4     Liquidation.
                         (a)  In the event of any voluntary or
     involuntary liquidation, winding up or dissolution of the
     Corporation, the holders of shares of Series A Preferred then
     outstanding shall be entitled to be paid for each share held,
     out of the assets of the Corporation legally available for
     distribution to its stockholders, an amount in cash equal to the
     Liquidation Value per share, plus an amount in cash equal to all
     accumulated and unpaid dividends thereon to the date of such
     liquidation, winding up or dissolution, before any payment shall
     be made or any assets distributed to the holders of any shares
     of Junior Stock.  Except as provided in the preceding sentence,
     holders of the Series A Preferred shall not be entitled to any
     distribution in the event of any liquidation, winding up or
     dissolution of the Corporation.
                         (b)  If, upon any liquidation, winding up or
     dissolution of the Corporation, the assets of the Corporation
     legally available for distribution to the holders of the Series
     A Preferred shall be insufficient to permit payment in full to
     such holders of the sums which such holders are entitled to
     receive in such case, then all of the assets available for
     distribution to the holders of the Series A Preferred shall be
     distributed among and paid to the holders of Series A Preferred
     ratably in proportion to the respective amounts that would be
     payable to such holders if such assets were sufficient to permit
     payment in full.
                         (c)  For the purposes of this Section 4,
     neither the voluntary sale, conveyance, exchange or transfer
     (for cash, shares of stock, securities or other consideration)
     of all or substantially all or part of the property or assets of
     the Corporation nor the consolidation or merger of the
     Corporation with one or more other corporations shall be deemed
     to be a liquidation, winding up or dissolution,  voluntary or
     involuntary, of the Corporation.
                    4.2.5     Limitation on Redemption.  The Series A
Preferred shall not be redeemable, in whole or in part, prior to and
including August 16, 2006.
                    4.2.6     Redemption.
                         (a)  At any time after August 16, 2006, the
     Corporation, at its option, may redeem at any time, in whole or
     in part, in the manner provided in Section 4.2.6(c), from any
     source of funds legally available therefor, any or all of the
     shares of Series A Preferred, at a redemption price equal to the
     Liquidation Value of the Series A Preferred, together with an
     amount in cash equal to all accumulated and unpaid dividends
     thereon (the "Redemption Price"), to the date fixed by the
     Corporation for redemption thereof (the "Redemption Date");
     provided, that the Corporation may not redeem any or all of the
     shares of Series A Preferred if at such time the terms and
     provisions of any agreement of either the Corporation or any of
     its subsidiaries at such time (whether currently in existence or
     entered into subsequent to the date hereof), including any
     agreement relating to the indebtedness of the Corporation or any
     of its subsidiaries at such time, provide that such redemption
     would cause or constitute a violation or breach thereof or a
     default (whether immediately or with notice or lapse of time or
     both) thereunder.  In the event of a redemption pursuant to this
     Section 4.2.6(a) of only a portion of the then outstanding
     shares of the Series A Preferred, the Corporation shall effect
     such redemption pro rata according to the number of shares held
     by each holder of the Series A Preferred.
                         (b)  At any time after August 16, 2006, each
     holder of the outstanding shares of Series A Preferred shall be
     entitled, at its option, to require the Corporation to redeem,
     in whole but not in part, in the manner provided in
     Section 4.2.6(c), from any source of funds legally available
     therefor, all of the shares of Series A Preferred held by such
     holder at the Redemption Price to the Redemption Date (the "Put
     Right"), which Redemption Date shall be no later than 90 days
     after a holder of the outstanding shares of Series A Preferred
     has provided the Corporation with notice of its intent to
     exercise the Put Right.  The rights of each holder of shares of
     the Series A Preferred to require the Corporation to redeem
     shares of the Series A Preferred shall be limited by this
     Section 4.2.6(b).  Holders of shares of Series A Preferred shall
     not have the right to require the Corporation to redeem shares
     of the Series A Preferred to the extent that such redemption
     (i) would constitute or cause a breach or violation of or a
     default (whether immediately or with notice or lapse of time or
     both) under any agreement of either the Corporation or of any of
     its subsidiaries at such time (whether currently in existence or
     entered into subsequent to the date hereof), including any
     agreement relating to the indebtedness of the Corporation or any
     of its subsidiaries at such time, or (ii) would violate any law
     applicable to the Corporation.  If the Corporation can redeem
     some but not all of the shares of Series A Preferred that
     holders have requested the Corporation to redeem (the "Put
     Securities"), the Corporation shall redeem as many Put
     Securities as can be redeemed without causing such breach,
     default or violation; provided, that in the event of a
     redemption of only a portion of the then outstanding shares of
     the Series A Preferred pursuant to Put Rights exercised by more
     than one holder of the shares of Series A Preferred, the
     Corporation shall effect such redemption pro rata according to
     the number of shares held by each such holder.  Thereafter, at
     the time it becomes possible for the Corporation to redeem all
     (but not less than all) remaining Put Securities without causing
     such breach, default or violation, the Corporation shall
     promptly redeem all such remaining Put Securities.
                         (c)  At least 30 days and not more than 60
     days before an Redemption Date, the Corporation shall mail a
     notice of redemption (the "Redemption Notice") by first class
     mail, postage prepaid, to the holders of record of shares so to
     be redeemed at each such holder's address as it appears on the
     stock register of the Corporation; provided, that no failure to
     give such notice nor any defect therein shall affect the
     validity of the procedures for the redemption of any shares of
     Series A Preferred to be redeemed except as to the holder or
     holders to whom the Corporation has failed to give said notice
     or except as to the holder or holders whose notice was
     defective.  The Redemption Notice shall state:
                              (1)  that the Corporation is exercising
          its option to redeem the Series A Preferred or responding
          to the exercise by the holder of shares of Series A
          Preferred of its option to cause such redemption;
                              (2)  the Redemption Price;
                              (3)  whether all or less than all of
          the then outstanding shares of the Series A Preferred are
          to be redeemed and the total number of shares of the Series
          A Preferred being redeemed;
                              (4)  the number of shares of Series A
          Preferred held by such holder that the Corporation intends
          to redeem;
                              (5)  the Redemption Date;
                              (6)  that the holder is to surrender to
          the Corporation, at the place or places where certificates
          for shares of Series A Preferred are to be surrendered for
          redemption as provided in the Redemption Notice, in the
          manner and at the Redemption Price designated, such
          holder's certificate or certificates representing the
          shares of Series A Preferred to be redeemed; and
                              (7)  that dividends on the shares of
          the Series A Preferred to be redeemed shall cease to accrue
          on such Redemption Date unless the Corporation defaults in
          making payment of the Redemption Price for the shares
          called for redemption.
                         (d)  Each holder of shares of Series A
     Preferred called for redemption shall surrender the certificate
     or certificates representing such shares of Series A Preferred
     to the Corporation, duly endorsed, in the manner and at the
     place designated in the Redemption Notice, and on the Redemption
     Date the full Redemption Price for such shares shall be payable
     in cash to the Person whose name appears on such certificate or
     certificates as the owner thereof, and each surrendered
     certificate shall be canceled and retired.  In the event that
     less than all of the shares represented by any such certificate
     are redeemed, a new certificate shall be issued by the
     Corporation, at its expense, representing the unredeemed shares.
                         (e)  Unless the Corporation defaults in the
     payment of the Redemption Price, dividends on the shares of
     Series A Preferred called for redemption shall cease to accrue
     on the Redemption Date, and the holders of such redeemed shares
     shall cease to have any further rights as stockholders of the
     Corporation on the Redemption Date, other than the right to
     receive the Redemption Price.  If there is any such default in
     payment, then such dividends shall continue to accrue and the
     holders of such shares shall continue to have all rights as
     stockholders of the Corporation (in each case as though no such
     redemption or attempted redemption had been made).
                    4.2.7     Voting Rights.  The holders of shares
of Series A Preferred, except as otherwise required under Delaware
law, shall not be entitled or permitted to vote on any matter
required or permitted to be voted upon by the stockholders of the
Corporation.
                    4.2.8     Reissuance of Series A Preferred.
Shares of Series A Preferred that have been redeemed or otherwise
acquired by the Corporation shall be retired and canceled and shall
resume the status of authorized and unissued shares of Preferred
Stock undesignated as to series and may be redesignated and reissued
as part of any series of Preferred Stock; provided, that any issuance
of such shares as Series A Preferred must be in compliance with the
terms of this Article 4.2.
                    4.2.9     Business Day.  If any payment or
redemption shall be required by the terms hereof to be made on a day
that is not a Business Day, such payment or redemption shall be made
on the immediately succeeding Business Day.
                    4.3  Definitions
               As used in this Article 4, the following terms shall
have the following meanings (with terms defined in the singular
having comparable meanings when used in the plural and vice versa),
unless the context otherwise requires:
               "Business Day" means any day except a Saturday, a
Sunday, or any day on which banking institutions in New York, New
York are required or authorized by law or other governmental action
to be closed.
               "Capital Stock" means, with respect to any Person, any
and all shares, interests, participations, rights in, or other
equivalents (however designated and whether voting or non-voting) of,
such Person's capital stock and any and all rights, warrants or
options exchangeable for or convertible into such capital stock (but
excluding any debt security that is exchangeable for or convertible
into such capital stock).
               "Dividend Payment Date" means March 31 and
September 30 of each year.
               "Exchange Act" means the Securities Exchange Act of
1934, as amended.
               "Liquidation Value" means, with respect to a share of
Series A Preferred, the sum of $1,000.
               "Person" means any individual, corporation, limited
liability company, partnership, firm, joint venture, association,
joint-stock company, trust, estate, unincorporated organization,
governmental or regulatory body or other entity.

          5.   Election of Directors.  Members of the Board of
Directors may be elected either by written ballot or by voice vote.

          6.   Limitation of Liability.  No Director of the
Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
Director, except for liability (a) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders, (b) for acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (c) under Section 174 of
the Delaware General Corporation Law or (d) for any transaction from
which the Director derived any improper personal benefits.
          Any repeal or modification of the foregoing paragraph by
the stockholders of the Corporation shall not adversely affect any
right or protection of a Director of the Corporation existing at the
time of such repeal or modification.

          7.   Indemnification.
               7.1  To the extent not prohibited by law, the
Corporation shall indemnify any person who is or was made, or
threatened to be made, a party to any threatened, pending or
completed action, suit or proceeding (a "Proceeding"), whether civil,
criminal, administrative or investigative, including, without
limitation, an action by or in the right of the Corporation to
procure a judgment in its favor, by reason of the fact that such
person, or a person of whom such person is the legal representative,
is or was a Director or officer of the Corporation, or is or was
serving in any capacity at the request of the Corporation for any
other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement
and costs, charges and expenses (including attorneys' fees and
disbursements).  Persons who are not Directors or officers of the
Corporation may be similarly indemnified in respect of service to the
Corporation or to an Other Entity at the request of the Corporation
to the extent the Board at any time specifies that such persons are
entitled to the benefits of this Section 7.
               7.2  The Corporation shall, from time to time,
reimburse or advance to any Director or officer or other person
entitled to indemnification hereunder the funds necessary for payment
of expenses, including attorneys' fees and disbursements, incurred in
connection with any Proceeding, in advance of the final disposition
of such Proceeding; provided, however, that, if required by the
Delaware General Corporation Law, such expenses incurred by or on
behalf of any Director or officer or other person may be paid in
advance of the final disposition of a Proceeding only upon receipt by
the Corporation of an undertaking, by or on behalf of such Director
or officer (or other person indemnified hereunder), to repay any such
amount so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right of appeal that
such Director, officer or other person is not entitled to be
indemnified for such expenses.
               7.3  The rights to indemnification and reimbursement
or advancement of expenses provided by, or granted pursuant to, this
Section 7 shall not be deemed exclusive of any other rights to which
a person seeking indemnification or reimbursement or advancement of
expenses may have or hereafter be entitled under any statute, this
Certificate of Incorporation, the By-laws of the Corporation (the "By-
laws"), any agreement, any vote of stockholders or disinterested
Directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such
office.
               7.4  The rights to indemnification and reimbursement
or advancement of expenses provided by, or granted pursuant to, this
Section 7 shall continue as to a person who has ceased to be a
Director or officer (or other person indemnified hereunder) and shall
inure to the benefit of the executors, administrators, legatees and
distributees of such person.
               7.5  The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a Director,
officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or
agent of an Other Entity, against any liability asserted against such
person and incurred by such person in any such 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 the provisions of this Section 7, the By-laws or under
Section 145 of the Delaware General Corporation Law or any other
provision of law.
               7.6  The provisions of this Section 7 shall be a
contract between the Corporation, on the one hand, and each Director
and officer who serves in such capacity at any time while this
Section 7 is in effect and any other person indemnified hereunder, on
the other hand, pursuant to which the Corporation and each such
Director, officer, or other person intend to be legally bound.  No
repeal or modification of this Section 7 shall affect any rights or
obligations with respect to any state of facts then or theretofore
existing or thereafter arising or any proceeding theretofore or there
after brought or threatened based in whole or in part upon any such
state of facts.
               7.7  The rights to indemnification and reimbursement
or advancement of expenses provided by, or granted pursuant to, this
Section 7 shall be enforceable by any person entitled to such
indemnification or reimbursement or advancement of expenses in any
court of competent jurisdiction.  The burden of proving that such
indemnification or reimbursement or advancement of expenses is not
appropriate shall be on the Corporation.  Neither the failure of the
Corporation (including its Board of Directors, its independent legal
counsel and its stockholders) to have made a determination prior to
the commencement of such action that such indemnification or
reimbursement or advancement of expenses is proper in the
circumstances nor an actual determination by the Corporation
(including its Board of Directors, its independent legal counsel and
its stockholders) that such person is not entitled to such
indemnification or reimbursement or advancement of expenses shall
constitute a defense to the action or create a presumption that such
person is not so entitled.  Such a person shall also be indemnified
for any expenses incurred in connection with successfully establish
ing his or her right to such indemnification or reimbursement or
advancement of expenses, in whole or in part, in any such proceeding.
               7.8  Any Director or officer of the Corporation
serving in any capacity (a) another corporation of which a majority
of the shares entitled to vote in the election of its directors is
held, directly or indirectly, by the Corporation or (b) any employee
benefit plan of the Corporation or any corporation referred to in
clause (a) shall be deemed to be doing so at the request of the
Corporation.
               7.9  Any person entitled to be indemnified or to
reimbursement or advancement of expenses as a matter of right
pursuant to this Section 7 may elect to have the right to
indemnification or reimbursement or advancement of expenses
interpreted on the basis of the applicable law in effect at the time
of the occurrence of the event or events giving rise to the
applicable Proceeding, to the extent permitted by law, or on the
basis of the applicable law in effect at the time such
indemnification or reimbursement or advancement of expenses is
sought.  Such election shall be made, by a notice in writing to the
Corporation, at the time indemnification or reimbursement or
advancement of expenses is sought; provided, however, that if no such
notice is given, the right to indemnification or reimbursement or
advancement of expenses shall be determined by the law in effect at
the time indemnification or reimbursement or advancement of expenses
is sought.

          8.   Adoption, Amendment and/or Repeal of By-Laws.  The
Board of Directors may from time to time (after adoption by the
undersigned of the original By-laws) make, alter or repeal the By-
laws by a vote of two-thirds of the entire Board of Directors that
would be in office if no vacancy existed, whether or not present at a
meeting; provided, however, that any By-laws made, amended or
repealed by the Board of Directors may be amended or repealed, and
any By-laws may be made, by the stockholders of the Corporation by
vote of a majority of the holders of shares of stock of the
Corporation entitled to vote in the election of Directors of the
Corporation.