Exhibit 3(a)
                                   BY-LAWS OF

                        FURNITURE BRANDS INTERNATIONAL, INC.

                        (Revised and Amended to May 6, 1998)

                                      -oOo-


                                    ARTICLE I

                                     Offices

          Section 1.     The principal office of Furniture Brands
     International, Inc. (the "Corporation") shall be in the State of
     Delaware at such location and with such registered agent in charge
     thereof as may be established by the Board of Directors from time to
     time.

          Section 2.     The Corporation may also have an office in the
     County of Saint Louis, State of Missouri, and also offices at such
     other places as the Board of Directors may from time to time appoint,
     or the business of the Corporation may require.


                                    ARTICLE II

                                       Seal

          Section 1.     The corporate seal shall have inscribed thereon
     the name of the Corporation, the state and the  year of its
     incorporation and the words "CORPORATE SEAL".

                                     ARTICLE III

                               Stockholders' Meetings

          Section 1.     Meetings of the stockholders shall  be held in the
     County  of Saint  Louis, Missouri,  or at such  other place  within or
     without the State of Missouri as the Board of Directors may designate.

                                   Annual Meetings

          Section  2.      Unless  otherwise provided by  resolution of the
     Board of Directors, an annual meeting of stockholders shall be held on
     the   first Wednesday of May in each year, if not a legal holiday, and
     if  a legal holiday,  then on the  next business day  following, at 10
     a.m.   At each  such annual meeting, the  stockholders shall elect, by
     ballot, directors  to succeed those  directors whose  terms expire  at
     such meeting, and shall  transact such other business as  may properly
     be brought before the meeting.  The number of directors  to be elected
     at  each annual  meeting of  stockholders shall  be determined  by the
     Board of Directors of the Corporation at least thirty days before such<PAGE>





     annual meeting.

                                      Quorum

          Section 3.      A  majority of the issued  and outstanding Common
     Stock, present in person  or represented by proxy, shall  be requisite
     and  shall constitute a quorum at all meetings of the stockholders for
     the transaction of  business except as otherwise  provided by statute,
     by  the Restated Certificate  of Incorporation,  or by  these By-Laws.
     If, however, such majority shall not be  present or represented at any
     meeting  of  the  stockholders,  the  stockholders  entitled  to  vote
     thereat, present in person  or by proxy,  shall have power to  adjourn
     the meeting from time  to time without notice other  than announcement
     at the meeting, until  the record holders of  the requisite amount  of
     stock shall be  present or represented.  At such  adjourned meeting at
     which the requisite amount of stock shall be represented, any business
     may be  transacted which might have been  transacted at the meeting as
     originally notified.

                                 How And Who May Vote

          Section 4.      At each meeting of the stockholders, every holder
     of Common Stock having the right to vote shall be  entitled to vote in
     person, or by proxy  appointed by an instrument in  writing subscribed
     by such stockholder and bearing a date not more than three years prior
     to  said meeting, unless said instrument provides for a longer period.
     In  all matters each  holder of Common  Stock shall have  one vote for
     each share of Common Stock registered in his name  on the books of the
     Corporation at the close of  business on the record date.  However, if
     a record date is not fixed as  herein provided, then no share of stock
     shall be voted at such meeting which has been transferred on the books
     of the  Corporation within twenty  days next  preceding such  meeting.
     The vote for directors,  and, upon demand of any  stockholder entitled
     to vote,  the vote upon any  question before the meeting,  shall be by
     ballot.  All elections shall be had, and (except as otherwise required
     by statute or the Restated Certificate of Incorporation) all questions
     decided, by a plurality vote.

                               Notice of Annual Meeting

          Section 5.     Written notice of  the annual meeting, stating the
     time and place  where it will  be held, shall  be mailed at  least ten
     days  prior  to the  meeting to  each stockholder  at such  address as
     appears on the stock ledger of the Corporation.

                         Stockholders List - Entitled to Vote

          Section 6.      The officer who has charge of the stock ledger of
     the Corporation shall prepare and make, at least ten days before every
     meeting of stockholders, a complete list of the  stockholders entitled
     to vote at said  meeting, arranged in alphabetical order,  and showing
     the address of each stockholder and the number of shares registered in
     the  name  of each  stockholder.    Such list  shall  be  open to  the
     examination of  any stockholder during  ordinary business hours  for a
     period  of at least ten  days prior to the meeting,  either at a place
     within the city where the meeting is  to be held and which place shall
     be specified in the notice of the meeting, or, if not so specified, at
     the place where  said meeting is  to be  held, and the  list shall  be
     produced and  kept at the time  and place of meeting  during the whole
     time thereof, and  subject to inspection of any stockholder who may be
     present.

                                 Special Meetings

          Section  7.       Special meetings  of the  stockholders, for any
     purpose  or purposes,  unless  otherwise provided  by statute,  may be
     called  only by  the  Board of  Directors,  pursuant to  a  resolution
     approved by a  majority of the  entire Board of  Directors, or by  the
     holders of not less than one-fifth of the combined voting power of the
     outstanding  shares of the  Corporation entitled to  vote generally in
     the  election  of  directors  (by  written  notice  delivered  to  the
     Secretary of  the Corporation), upon  not less  than ten and  not more
     than sixty days' written notice.

                             Business at Special Meetings

          Section 8.     Business transacted at all  special meetings shall
     be confined to the objects stated in the call.

                                Notice of Special Meetings

          Section  9.          Written  notice  of  a  special  meeting  of
     stockholders,  stating the time and place and object thereof, shall be
     mailed, postage prepaid,  at least  ten days before  such meeting,  to
     each stockholder entitled to  vote thereat at such address  as appears
     on the books of the Corporation.


                                     ARTICLE IV

                                 Board of Directors

                         Number - Election of - Term of Office

          Section 1.     The  business and affairs of the Corporation shall
     be managed under  the direction of the Board of  Directors.  From time
     to time, the number  of directors constituting the Board  of Directors
     shall be determined by resolution  of the Board of Directors,  and the
     number of  directors may  be increased  by the  affirmative vote of  a
     majority of the directors then in office, although less than a quorum;
     provided, however, that the number of directors shall not be less than
     seven nor more than fifteen.

               As of August  3, 1992, as provided in Article SEVENTH of the
     Restated Certificate  of Incorporation, and subject  to the provisions
     thereof,  the Board  of  Directors  was  classified  by  dividing  the
     directors  into three  classes as  nearly equal  in size  as possible,
     serving for terms  ending at  the annual meetings  of stockholders  in
     1993, 1994 and 1995, respectively.  As of May 5, 1993, Article SEVENTH
     of  the Restated Certificate of  Incorporation was amended  so that on
     and  after May 5, 1993, the class  of directors elected at each annual
     meeting of stockholders shall be elected by ballot by the stockholders
     entitled  to vote, and (subject to the provisions of Paragraphs (a)(2)
     and   (b)  of   Article  SEVENTH  of   the  Restated   Certificate  of
     Incorporation)  for terms of one  year and until  their successors are
     elected and qualified, or until  their earlier resignation or removal.
     Pursuant  to  Paragraph  (b)  of  Article   SEVENTH  of  the  Restated
     Certificate  of Incorporation, the terms of all directors in office at
     the first annual meeting of stockholders held on or after May 1, 1995,
     shall  terminate at such  meeting, and  from and  after such  date all
     directors shall  be elected  for  terms of  one year  and until  their
     successors  are   elected  and  qualified,  or   until  their  earlier
     resignation or removal.

                             Place of Meetings - Offices

          Section 2.     The directors may hold their meetings and have one
     or more offices outside of Delaware, at the offices of the Corporation
     in the County  of Saint Louis,  Missouri, or at  such other places  as
     they may from  time to time determine.  The  directors may participate
     in  meetings of the  Board and committees  of the  Board by conference
     telephone and  participation in this manner  shall constitute presence
     in person at such meeting.

                                      Powers

          Section 3.     In addition to the powers and authorities by these
     By-Laws expressly conferred upon them, the Board may exercise all such
     powers of  the Corporation and do  all such lawful acts  and things as
     are not  by statute or by the Certificate of Incorporation or by these
     By-Laws   directed  or  required  to  be  exercised  or  done  by  the
     stockholders.

                             Meeting and Organization

          Section 4.     The newly elected Board may meet on the day of the
     annual stockholders' meeting after  such meeting shall have adjourned,
     or  at such  place  and time  as shall  be fixed  by  the vote  of the
     stockholders at the annual meeting, for the purpose of organization or
     otherwise,  and no  notice of such  meeting shall be  necessary to the
     newly elected  directors in order  legally to constitute  the meeting;
     provided, a majority of the whole Board shall be present;  or they may
     meet  at such  place  and time  as shall  be fixed  by the  consent in
     writing of all the directors.

                                  Regular Meetings


          Section 5.     Regular meetings of the Board may be  held without
     notice at such time and place as shall from time to time be determined
     by the Board.

                                  Special Meetings

          Section 6.     Special meetings of the Board may be called by the
     Chairman  of the  Board, or  the  Vice-Chairman of  the  Board or  the
     President on one day's  notice to each director, either  personally or
     by  mail or  by telegram;   special  meetings shall  be called  by the
     Chairman  of the  Board  or the  Vice-Chairman  of  the Board  or  the
     President or  the Secretary in like  manner and on like  notice on the
     written request of one-third of the directors in office at the time.

                                       Quorum

          Section  7.      At all  meetings of the Board  a majority of the
     directors shall be necessary and sufficient to constitute a quorum for
     the  transaction  of  business,  and  the act  of  a  majority  of the
     directors present at any meeting at  which there is a quorum, shall be
     the  act  of  the  Board  of  Directors except  as  may  be  otherwise
     specifically provided by  statute or  by the  Restated Certificate  of
     Incorporation or by these By-Laws.

                                     Committees

          Section 8.      There may be  an Executive Committee of the Board
     of  Directors  consisting  of  the  Chairman  of  the  Board  and  the
     President,  and  two  or   more  additional  directors  designated  by
     resolution adopted by a majority of  the whole Board.  Said  Committee
     may meet at stated  times, or on any notice to all  by the Chairman of
     the Committee or by any two  members of the Committee.  A majority  of
     the  members  of  the  Executive  Committee  shall  be  necessary  and
     sufficient to constitute a  quorum for the transaction of  business by
     said  Committee.  During the  intervals between meetings  of the Board
     such  Committee  shall  advise  with  and  aid  the  officers  of  the
     Corporation in all matters concerning its interests and the management
     of its business, and  generally perform such duties and  exercise such
     powers as  may be directed or delegated by the Board of Directors from
     time to time.  The Board may delegate to such  Committee the authority
     to exercise  all of the powers of the Board  while the Board is not in
     session except the powers and authority specifically reserved unto the
     Board by the General Corporation Law of the State of  Delaware as from
     time to  time amended, and  except as otherwise provided  in these By-
     Laws.  Vacancies  in the membership of such  Committee shall be filled
     by the Board of Directors at a regular meeting or at a special meeting
     called for that purpose.

          Section 9.     The  Board of Directors may, by resolution  passed
     by  a majority  of  the  whole  Board, designate  one  or  more  other
     committees,  each committee to consist of one or more of the directors
     of the Corporation.  The Board may designate one or  more directors as
     alternate members of any such committee, who may replace any absent or
     disqualified member  at any meeting of such committee.  In the absence
     or disqualification of a  member of a committee, the member or members
     thereof  present  at any  meeting  and not  disqualified  from voting,
     whether or not he or they constitute a quorum, may unanimously appoint
     another member of the Board to act at the meeting in place of any such
     absent  or disqualified  member.   Any such  committee, to  the extent
     provided in the resolution of the  Board, shall have and may  exercise
     all  the powers and  authority of the  Board in the  management of the
     business and affairs of the Corporation, and may authorize the seal of
     the Corporation to be affixed to all papers which may require it;  but
     no such committee (including the Executive Committee) shall have power
     or  authority  in reference  to amending  the Restated  Certificate of
     Incorporation,  adopting  an  agreement  of  merger or  consolidation,
     recommending to the stockholders the sale, lease or exchange of all or
     substantially   all  of   the   Corporation's  property   and  assets,
     recommending to the stockholders a dissolution of the Corporation or a
     revocation   of  dissolution,  removing,   replacing  or  indemnifying
     directors  or  amending these  By-Laws;   and,  unless  the resolution
     expressly  so provided,  no  such committee  (including the  Executive
     Committee) shall have the power or authority  to declare a dividend or
     to authorize the issuance of stock.

          Section 10.       Unless the Board of Directors  or these By-Laws
     otherwise  provides, each committee designated  by the Board may make,
     alter  and repeal  rules for  the  conduct of  its business.   In  the
     absence of a provision by the Board or a provision in these By-Laws or
     the rules of such committee to the contrary, a majority  of the entire
     authorized number  of members  of such  committee  shall constitute  a
     quorum for  the transaction of business, the vote of a majority of the
     members present at a  meeting at the time of such vote  if a quorum is
     then present shall be the act of such committee, and in other respects
     each committee  shall conduct its  business in the same  manner as the
     Board conducts its business pursuant to Article IV of these By-Laws.

          Section 11.     Until the first annual meeting of stockholders of
     the Corporation  held on or  after May  1, 1995, at  least one  of the
     Class  A Directors (as defined in the Amended and Restated Certificate
     of Incorporation of  the Corporation,  as in effect  on the  Effective
     Date) shall  be appointed a member  of each committee of  the Board of
     Directors  or  shall  be  entitled  to  be  present  at,  and  receive
     reasonable  advance notice of, each  meeting of such  Committee and to
     receive promptly a  copy of each  action by  written consent taken  by
     such Committee.

          Section 12.       There shall  be a Litigation  Committee of  the
     Board  of Directors consisting of two Class  A Directors and two other
     directors.   The  two  Class  A Directors  shall  be  designated by  a
     resolution  adopted  by  the Class  A  Directors,  and  the two  other
     directors shall be designated by a resolution adopted by a majority of
     the  directors  other  than the  Class  A  Directors.   The  Board  of
     Directors shall irrevocably  empower and direct  and delegate to  such

<PAGE>

     Litigation  Committee  its  entire  authority  (and  it  shall  be the
     responsibility of the Litigation Committee) to manage, oversee and, in
     general,  make, or  direct the  making of,  all decisions  (including,
     without  limitation, decisions  as to funding,  strategy, prosecution,
     discovery,  trial,  settlement  and/or  dismissal) on  behalf  of  the
     Corporation  with respect to all Third Party Litigation, as defined in
     the Debtor's Amended  Joint Plan of  Reorganization (the "Plan"),  for
     the benefit of the  beneficiaries of the proceeds of  such litigation,
     as set  forth in the  Plan.   The Litigation Committee  shall also  be
     responsible for determining whether  any Third Party Litigation (other
     than  the claims pending as of  the Effective Date) shall be litigated
     and, if litigated,  such Committee shall be  irrevocably empowered and
     directed by the Board and  the Board shall delegate to  the Litigation
     Committee  its entire authority (and it shall be the responsibility of
     the Litigation Committee) to  manage, oversee and make, or  direct the
     making of, all decisions  (including, without limitation, decisions as
     to funding, strategy, prosecution, discovery, trial, settlement and/or
     dismissal)  on  behalf  of  the  Corporation  with   respect  to  such
     litigations  for  the benefit  of  the beneficiaries  of  the proceeds
     thereof, as  set forth in the  Plan.  Three members  of the Litigation
     Committee shall be necessary and sufficient to constitute a quorum for
     the transaction of business by said Committee and the affirmative vote
     of three members shall be required for each matter considered.  If the
     Litigation Committee  is unable to agree on any matter by the required
     vote,  such matter shall be  resolved by the  United States Bankruptcy
     Court for the  Eastern District  of Missouri, which,  pursuant to  the
     Plan, shall retain jurisdiction over the management of the Third Party
     Litigation  for  this purpose.   Vacancies  in  the membership  of the
     Litigation Committee shall be filled in the same manner as the initial
     formation  of such Committee;  provided, however, that after the first
     annual  meeting  of  stockholders  held  on  or  after  May  1,  1995,
     Litigation  Committee members  may consist of  Disinterested Directors
     (as  defined  in the  Restated  Certificate  of  Incorporation of  the
     Corporation, as  in effect on the  Effective Date) in lieu  of Class A
     Directors.

          Section 13.       All committees of the Board  of Directors shall
     keep regular minutes of their proceedings and report same to the Board
     at the next Board meeting.


                                   ARTICLE V

                                General Officers

          Section 1.       The  officers of  this Corporation  shall be  as
     follows:

               Chairman of the Board

               One or more Vice-Chairmen of the Board as the Board 
               of Directors shall deem advisable

               President

               One or more Vice-Presidents as the Board of  Directors
               shall deem advisable

               Secretary

               One or more Assistant Secretaries as the Board of 
               Directors shall deem advisable

               Treasurer

               One or more Assistant Treasurers as the Board of
               Directors shall deem advisable.

               Controller

               One or more Assistant Controllers as the Board of
               Directors shall deem advisable

                             Qualifications of Other Officers

          Section 2.       Any of  the offices named  in Section 1  of this
     Article V may, in the discretion of the Board of Directors, be held by
     one and the same person.

          The Board of Directors may,  from time to time, elect such  other
     officers,  representatives  or agents  as  it may  deem  necessary and
     prescribe their qualifications and duties.

                                       Agents

          Section 3.     The Chief Executive Officer may appoint, from time
     to  time,  such other  agents,  representatives or  assistants  in the
     business  of the  Corporation  as  he may  deem  necessary or  as  the
     business  of the Corporation  may warrant.   Such appointments, either
     before  or after  being  made,  shall be  submitted  to  the Board  of
     Directors for its approval or rejection.

                                 Chairman of the Board

          Section 4.     The Chairman of the Board of Directors shall, when
     present, preside at all meetings of the  stockholders and of the Board
     of  Directors, and shall have such  other power and perform such other
     duties as may be prescribed by the Board of Directors or its Executive
     Committee.

          When  both  a  Chairman of  the  Board  and  President have  been
     elected,  the Board  of  Directors shall  appoint  one of  them  Chief
     Executive Officer of  the Corporation.   If only one  of such  offices
     shall have been filled, or  if one person holds both such  offices, he
     shall be the Chief Executive Officer.



                                   Absence of Chairman

          Section 5.      In the event of the  death, absence or disability
     to act  of the Chairman of  the Board, the Vice-Chairman  of the Board
     (or, if more than one, such Vice-Chairman as  the Board shall specify)
     shall,  when present, preside at  meetings of the  stockholders and of
     the  Board of  Directors;   and the Vice-Chairman  of the  Board shall
     perform  such  other duties  as  may  be prescribed  by  the Board  of
     Directors.

          In the  event of the death,  absence or disability to  act of the
     Chairman  of the  Board and  of  the Vice-Chairman  of the  Board, the
     President, when present, shall preside at meetings of the stockholders
     and of the Board of Directors.

                                       President

          Section  6.     The President  shall have such powers and perform
     such duties as the Board of  Directors or its Executive Committee  may
     assign to him.

                                     Vice-President

          Section 7.      In the event of the  death, absence or disability
     to  act of the President, any Vice-President,  upon the request of the
     Chairman of the  Board, shall exercise all the powers  and perform all
     the  duties of the  President.  The  Board of  Directors may specially
     designate one  or more Vice-Presidents with a  descriptive title, such
     as   Senior   Executive   Vice-President,  Executive   Vice-President,
     Administrative Vice-President and the like.  The Vice-Presidents shall
     perform such other duties and exercise  such other powers as the Chief
     Executive  Officer may  request  or the  Board  of Directors  may,  by
     resolution duly adopted, provide.

          The Board of Directors shall designate one of the Vice-Presidents
     as the  chief financial  officer of  the Corporation  and he shall  be
     responsible for  the preparation  of the Corporation's  balance sheet,
     income account  and other corporate financial  statements and reports,
     and shall  perform such other duties as may be prescribed by the Board
     of Directors.

                                      Secretary

          Section 8.     The Secretary shall have custody  of the corporate
     seal of  the Corporation, and shall  affix and attest the  same to all
     instruments  requiring this  seal;  he  shall keep the  minutes of all
     meetings of the stockholders and of  the Board of Directors and of the
     Executive  Committee;    he  shall  give  all  notices  and  make  all
     publications for regular and  special meetings of the  stockholders or
     of the  Board of Directors  or of the  Executive Committee;   he shall
     have  charge and custody of  the books containing  the records of such
     meetings, and shall perform such other  duties s may be prescribed  by
     the Board of Directors.

                                   Assistant Secretary

          Section 9.      The Assistant Secretary  shall aid the Secretary,
     under his direction, in the performance and execution of the duties of
     the office and department, and in case of the temporary absence of the
     Secretary,  he shall, at the direction of the Chief Executive Officer,
     perform the Secretary's duties and act  in his stead, and perform such
     other duties as may be prescribed by the Board of Directors.

                                       Treasurer

          Section 10.      The Treasurer shall have the custody of  all the
     moneys,  funds, credits and securities  of the Corporation;   he shall
     cause to  be  kept full  and  complete  records of  all  receipts  and
     disbursements of money, securities and other valuables.  He shall make
     such  reports concerning  same to  the Board, to  the Chairman  of the
     Board, and  to the President, as  from time to time  may be requested;
     he shall  cause to be deposited  to the credit of  the Corporation, in
     the corporate name, all funds of the Corporation, in such depositories
     as he may select, subject at all times to the control of the  Board of
     Directors;    and  he  shall  perform  such  other  duties  as  may be
     prescribed by the Board of Directors.

                                    Assistant Treasurer

          Section  11.     The  Assistant Treasurer shall aid the Treasurer
     and be  under his direction  in the performance  and execution of  the
     duties  of  the office  and  department,  and in  the  absence of  the
     Treasurer he shall perform his duties and act in his  place, and shall
     perform  such  other duties  as  may  be prescribed  by  the  Board of
     Directors.

                                        Controller

          Section  12.       The Controller  shall aid  the chief financial
     officer  of  the  Corporation  and  be  under  his  direction  in  the
     performance  and execution of the duties of his office and department.
     The  Controller shall  serve as  the chief  accounting officer  of the
     Corporation and he shall  be responsible for internal auditing  of the
     books of  account and cash  records of  the Corporation and  its major
     operating units, shall present to the annual meeting of stockholders a
     statement  in writing of the financial condition of the Corporation as
     shown by  the books, and  shall perform  such other duties  as may  be
     prescribed  by  the Board  of Directors.    The Controller  shall also
     perform  such  other  duties as  may  be  prescribed by  the  Board of
     Directors.

                                   Assistant Controller

          Section 13.     The Assistant Controller shall aid the Controller

<PAGE>



     and  be under his  direction in the  performance and execution  of the
     duties  of the  office and  department, and  shall perform  such other
     duties as may be prescribed by the Board of Directors.

                                        Salaries

          Section 14.      The salaries of  the officers shall be fixed  by
     the Board  of Directors, and no  salary shall be paid  or collected by
     any officer unless the same  has been fixed during the term  of office
     of such officer,  except as hereinafter  provided under Article  VIII,
     Section 8.

                                   Salaries of Employees

          Section 15.      The salaries of all  employees shall be fixed by
     the  heads of departments  or of  the operating  unit, subject  to the
     approval of the Chairman of the Board, the President, or the Executive
     Committee.


                                        ARTICLE V-A

                   Indemnification of Officers, Directors, and Employees

          Section 1.      (a)   The Corporation shall  indemnify any person
     who was or  is a  party or is  threatened to  be made a  party to  any
     threatened, pending  or completed action, suit  or proceeding, whether
     civil, criminal, administrative or investigative (other than an action
     by or in  the right of the Corporation) by reason  of the fact that he
     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 another corporation, partnership, joint
     venture,  trust  or  other  enterprise,  against  expenses  (including
     attorneys'  fees), judgments,  fines  and amounts  paid in  settlement
     actually  and  reasonably incurred  by  him  in connection  with  such
     action, suit or proceeding if he acted  in good faith and in a  manner
     he  reasonably believed to be in or  not opposed to the best interests
     of  the Corporation,  and,  with respect  to  any criminal  action  or
     proceeding,  had  no  reasonable  cause to  believe  his  conduct  was
     unlawful.   The  termination  of any  action,  suit or  proceeding  by
     judgment, order,  settlement,  conviction,  or  upon a  plea  of  nolo
     contendere   or  its  equivalent,  shall  not,  of  itself,  create  a
     presumption that the person did not act  in good faith and in a manner
     which  he reasonably  believed to  be in  or not  opposed to  the best
     interests of the Corporation, and, with respect to any criminal action
     or  proceeding, had reasonable cause  to believe that  his conduct was
     unlawful.

          (b)   The Corporation shall indemnify any  person who was or is a
     party or is  threatened to be made a party  to any threatened, pending
     or completed action or  suit by or in the right  of the Corporation to
     procure a judgment  in its favor by  reason of the fact that  he 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 another corporation, partnership, joint
     venture,  trust  or  other  enterprise,  against  expenses  (including
     attorneys' fees) actually and reasonably incurred by him in connection
     with the defense or settlement of  such action or suit if he acted  in
     good faith and  in a  manner he reasonably  believed to be  in or  not
     opposed to the  best interests of the  Corporation and except  that no
     indemnification shall be made in respect of any claim, issue or matter
     as to which such person shall have  been adjudged to be liable to  the
     Corporation  unless and only to the  extent that the Court of Chancery
     or the  court in which such action or suit was brought shall determine
     upon application that,  despite the adjudication  of liability but  in
     view of  all the circumstances of  the case, such person  is fairly nd
     reasonably  entitled to indemnity for such expenses which the Court of
     Chancery or such other court shall deem proper.

          (c)  To the extent that a director, officer, employee or agent of
     the   Corporation  or  any  person  serving  at  the  request  of  the
     Corporation  as a  director,  officer, employee  or  agent of  another
     corporation, partnership, joint venture, trust or other enterprise has
     been  successful on the merits or  otherwise in defense of any action,
     suit  or proceeding  referred to  in  subsections (a)  and (b),  or in
     defense of any claim, issue or matter therein, he shall be indemnified
     against expenses (including  attorneys' fees) actually  and reasonably
     incurred by him in connection therewith.

          (d)  Any  indemnification under subsections  (a) and (b)  (unless
     ordered by  a  court)  shall  be  made  by  the  Corporation  only  as
     authorized   in  the   specific   case  upon   a  determination   that
     indemnification of the director, officer, employee  or agent is proper
     in the circumstances  because he  has met the  applicable standard  of
     conduct  set forth  in subsections  (a) and  (b).   Such determination
     shall  be made (1) by  the Board of Directors by  a majority vote of a
     quorum  consisting of directors who  were not parties  to such action,
     suit or proceeding, or (2) if such a quorum is not obtainable, or even
     if  obtainable  a quorum  of  disinterested directors  so  directs, by
     independent  legal counsel  in  a  written  opinion,  or  (3)  by  the
     stockholders.   Any determination made by the Board of Directors under
     this by-law shall be final and conclusive on all persons whomsoever.

          (e)  Expenses incurred defending a civil or criminal action, suit
     or proceeding shall be paid by the Corporation in advance of the final
     disposition  of such  action, suit  or proceeding  upon receipt  of an
     undertaking  by or  on behalf  of the  director, officer,  employee or
     agent to repay such amount  if it shall ultimately be  determined that
     he is not entitled to be indemnified by the Corporation.

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

          (g) 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  another corporation,  partnership, joint  venture, trust  or other
     enterprise against any liability asserted against him and incurred  by
     him  in any  such capacity,  or arising  out of  his status,  as such,
     whether  or  not such  person  would  be entitled  to  indemnification
     against such liability under the provisions of this by-law.

          (h)  The indemnification and advancement of expenses provided by,
     or granted pursuant  to, this section shall, unless otherwise provided
     when authorized or ratified, continue as to a person who has ceased to
     be a  director, officer,  employee or  agent  and shall  inure to  the
     benefit of the heirs,  executors and administrators of such  a person.
     (This Article V-A ratified by stockholders on June 22, 1987.)


                                    ARTICLE VI

                             Stock and Transfers, etc.

          Section 1.     The certificates of stock of the Corporation shall
     be numbered  and shall be entered  in the books of  the Corporation as
     they are issued.   They shall exhibit the holder's  name and number of
     shares and shall be signed by the Chairman of the Board, Vice-Chairman
     of the Board, President,  Senior Executive Vice-President, or  a Vice-
     President,  and by  the Treasurer  or an  Assistant Treasurer,  or the
     Secretary or an Assistant Secretary.

          They  shall  also be  countersigned  by  a financial  institution
     designated  by the  Board  as Registrar,  and  by either  a  financial
     institution designated by the Board or this Corporation acting through
     a person or persons designated by  the Board, as Transfer Agent of the
     Corporation.

          Any signature as required in this  Section 1 may be by  facsimile
     signature,  except the  signature by  the Registrar  which shall  be a
     manual signature.

          Fractional shares shall not be issued.

                                  Transfers of Stock

          Section 2.      Transfers of stock shall be made on  the books of
     the Corporation only by the person  named in the certificate or by his
     attorney, lawfully constituted  in writing, and upon surrender  of the
     certificate therefor.


                    Closing of Transfer Books or Fixing Record Date

          Section 3.      The Board of Directors may fix in advance a date,
     not  exceeding  60  days   preceding  the  date  of  any   meeting  of
     stockholders, or the date for the payment of any dividend, or the date
     for the allotment of rights, or the date when any change or conversion
     or exchange  of capital  stock  shall go  into effect,  or  a date  in
     connection  with  obtaining such  consent, as  a  record date  for the
     determination of the stockholders  entitled to notice of, and  to vote
     at,  any  such meeting  and any  adjournment  thereof, or  entitled to
     receive payment  of any such  dividend, or  to any  such allotment  of
     rights,  or to exercise  the rights with  respect of any  such change,
     conversion or  exchange of capital stock, or to give such consent, and
     in such case such  stockholders and only such stockholders as shall be
     stockholders of  record on the date so fixed shall be entitled to such
     notice of, and to vote  at, such meeting and any adjournment  thereof,
     or to  receive payment of such dividend,  or to receive such allotment
     of rights, or to exercise such rights, or to give such consent, as the
     case may be, notwithstanding any transfer of any stock on the books of
     the Corporation after any such record date fixed as aforesaid.

                             Registered Stockholders

          Section 4.      The  Corporation shall be  entitled to treat  the
     holder of record of any share or shares of stock as the holder in fact
     thereof  and accordingly shall not be bound to recognize any equitable
     or other  claim to or interest in such share  on the part of any other
     person, whether or not it shall have express or other  notice thereof,
     except as expressly provided by the laws of Delaware.

                             Lost Certificates

          Section 5.      Any person claiming a certificate of  stock to be
     lost or destroyed shall make an affidavit or affirmation of that  fact
     and advertise  the same in such  manner as the Board  of Directors may
     require, and shall, if  the Board of Directors  so requires, give  the
     Corporation a bond of indemnity, in form and with one or more sureties
     satisfactory to the  Board, in at least double the  value of the stock
     represented by  said certificate, whereupon  a new certificate  may be
     issued  of the same tenor and for the same number of shares as the one
     alleged to be lost or destroyed.


                                  ARTICLE VII

                                   Dividends

          Dividends  upon  the  Common  Stock of  the  Corporation  may  be
     declared by the Board of Directors or (if  the resolution creating the
     Executive Committee  so provided) by  the Executive  Committee at  any
     regular or special meeting out of any net profits or net assets of the
     Corporation legally available therefor.   Dividends on the outstanding

<PAGE>

     Common Stock  may be declared for  a period not to  exceed twelve (12)
     months in advance of such dividend.

          Before  payment  of any  dividend or  making any  distribution of
     profits,  there may be set aside out of  the surplus or net profits of
     the Corporation such sum or  sums as the Board of Directors  from time
     to time, in its absolute discretion, think proper as a reserve fund to
     meet contingencies, or  for equalizing dividends, or  for repairing or
     maintaining any property of the Corporation, or for such other purpose
     as the Board  of Directors shall think  conducive to the interests  of
     the Corporation.


                                  ARTICLE VIII

                                 Miscellaneous
                                   Vacancies
      
          Section 1.      Except  as otherwise provided in the  Amended and
     Restated Certificate  of Incorporation, if the office of any director,
     or of any  officer or agent, one or more, becomes  vacant by reason of
     death, resignation, retirement, disqualification, removal from office,
     or  otherwise,  the directors  then in  office,  although less  than a
     quorum, by a majority vote,  may choose a successor or  successors who
     shall hold  office for  the unexpired  term in  respect of which  such
     vacancy occurred.

          Newly created  directorships resulting  from any increase  in the
     authorized  number of directors may be filled by the directors then in
     office, although less than a quorum,  by a majority vote, and  persons
     so  designated  to fill  such newly  created directorships  shall hold
     office until the next election of  the class for which they are chosen
     and until their successors  are elected and qualified, or  until their
     earlier resignation or removal.

                       Duties of Officers May Be Delegated

          Section 2.       In case  of the  absence of any  officer of  the
     Corporation, or  for any other reason that  the Board of Directors may
     deem  sufficient,  the Board  may delegate,  for  the time  being, the
     powers  or duties,  or  any of  them,  of such  officer  to any  other
     officer, or to any director, provided,  a majority of the entire Board
     concurs therein. 

                             Inspection of Books

          Section 3.      The Board of Directors  shall determine from time
     to time  whether, and if allowed,  when and under what  conditions and
     regulations, the accounts and books of the Corporation (except such as
     may by statute  be specifically open  to inspection) or  any of  them,
     shall  be  open  to  the  inspection  of  the  stockholders,  and  the
     stockholders' rights in this  respect are and shall be  restricted and
     limited accordingly.

                                    Checks

          Section 4.      All  checks, drafts, or other  demands for money,
     made by the Corporation may be  signed or endorsed as the case may  be
     by such  officer or officers or  agents as the Board  of Directors may
     from time to time designate.

                             Notes and Negotiable Paper

          Section 5.     All notes and negotiable papers (except checks and
     drafts) shall  be signed  or  endorsed, as  the case  may  be, by  the
     Chairman  of the  Board,  the President,  the  Senior Executive  Vice-
     President,  and  such  other  officers  designated  by  the  Board  of
     Directors,  and  countersigned  by   the  Secretary  or  an  Assistant
     Secretary,  or the  Treasurer or  an Assistant  Treasurer, and  may be
     endorsed  by  any one  of said  officers,  but such  endorsement shall
     require  no  countersignature;    and  all  acceptances  may  be made,
     endorsed or accepted by any one of said officers so designated.

                             Directors' Annual Statement

          Section  6.       The  Board of Directors  shall present  at each
     annual meeting, and when called for by vote of the stockholders at any
     special meeting of  stockholders, a  full and clear  statement of  the
     business and conditions of the Corporation.

                                      Notices

          Section  7.     Whenever,  under the provisions of these By-Laws,
     notice  is  required  to   be  given  to  any  director,   officer  or
     stockholder,  it shall not be  construed to mean  personal notice, but
     such  notice may be given in writing,  by mail, by depositing the same
     in the  post office  or  letter box,  in  a postpaid  sealed  wrapper,
     addressed  to such director,  officer or stockholder,  and such notice
     shall be deemed  to be given at the  time when the same shall  be thus
     mailed;  provided, however, that notices given under Sections 6 and 11
     of Article IV shall be deemed to be given at the time received.

          Any  stockholder,  director,  or  officer may  waive  any  notice
     required to be given under these By-Laws.

                                    Profit Sharing

          Section 8.     After provision has been made  for payment of such
     dividends on the Common  Stock as the Board of Directors may determine
     then,  the Board may,  in its discretion,  set apart such  part of the
     Corporation's  net earnings as it  may deem advisable,  over and above
     said  dividends, for  extra salaries  and compensation  to be  paid to
     valued  officers  or   employees,  who,  by  their  services   to  the
     Corporation have helped to produce such earnings.


          The payment of  net earnings thus to be  divided, shall be placed
     in  the hands  of  a  committee  of  three,  selected  by  the  Board,
     designated  as the  Profit Sharing  Committee, but  no member  of that
     Committee  shall  directly  or  indirectly participate  in  the  bonus
     salaries thus paid, if any.

          The Profit Sharing Committee shall have absolute control over the
     net earnings so set apart for the payment of additional salaries under
     the provisions of this section.

          The  Chief Executive  Officer  of the  Corporation  shall be  ex-
     officio chairman of the Profit Sharing Committee.

                                     Amendments

          Section 9.       These By-Laws may  be altered or  amended by the
     affirmative  vote of  the holders of  a majority  of the  Common Stock
     issued  and outstanding  at  any regular  or  special meeting  of  the
     stockholders if  notice of  the  proposed alteration  or amendment  be
     contained in the notice of the  meeting, or by the affirmative vote of
     a majority of  the Board of  Directors;   provided, however, that  (i)
     until the first annual meeting of stockholders held on or after May 1,
     1995,  any alteration  or amendment  to,  repeal of  or adoption  of a
     provision  inconsistent with  Section 11  of  Article IV  hereof shall
     require  the consent of a majority of  the Class A Directors, and (ii)
     any alteration or  amendment to, repeal of or adoption  of a provision
     inconsistent  with  Section  12  of  Article  IV   shall  require  the
     affirmative  vote of  a  majority of  the  members of  the  Litigation
     Committee  and, until the first annual meeting of stockholders held on
     or after May 1, 1995, shall also  require the consent of a majority of
     the Class A Directors;  and  provided, further, that no amendment with
     respect to  the time or place  for the election of  directors shall be
     made within sixty days next  before the day on which such  election is
     to be held,  and that  a notice of  any such change  of time or  place
     shall be  given to each stockholder twenty days before the election is
     held, in person or by notice or  letter mailed to his last known  post
     office address.