Exhibit 3(ii)


                    Sears, Roebuck and Co.


                        ______________


                            By-Laws
                    As Amended and Restated
                               
                       February 3, 1998


                         Incorporated
                           New York
                             1906



                           Article I

                   MEETINGS OF SHAREHOLDERS

       Section 1.    Place of Meetings.  All meetings of the shareholders
shall be held at such place within or without the State of New York as shall
be fixed by the Board of Directors from time to time.  

       Section 2.    Annual Meetings.  The annual meeting of the
shareholders for the election of directors and for the transaction of such
other business as may properly be brought before the meeting shall be held at
such time as is specified in the notice of the meeting on either the second
Wednesday in May of each year or on such other date as may be fixed by the
Board of Directors prior to the giving of the notice of such meeting.  The
Board of Directors acting by resolution may postpone and reschedule any
previously scheduled annual meeting of shareholders.  

       Nominations of persons for election to the Board of Directors of the
Company and the proposal of business to be considered by the shareholders may
be made at an annual meeting of shareholders (a) pursuant to the Company's
notice of meeting, (b) by or at the direction of the Board of Directors or
(c) by any shareholder of the Company who was a shareholder of record at the
time of giving of notice provided for in this By-Law, who is entitled to vote
at the meeting and who complied with the notice procedures set forth in this
By-Law.  

       For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (c) of the foregoing
paragraph of this By-Law, the shareholder must have given timely notice
thereof in writing to the Secretary of the Company.  To be timely, a
shareholder's notice shall be delivered to the Secretary at the principal
executive offices of the Company not less than 60 days nor more than 90 days
prior to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days from such
anniversary date, notice by the shareholder to be timely must be so delivered
not earlier than the 90th day prior to such annual meeting and not later than
the close of business on the later of the 60th day prior to such annual
meeting or the 10th day following the day on which public announcement of the
date of such meeting is first made.  Such shareholder's notice shall set
forth (a) as to each person whom the shareholder proposes to nominate for
election or reelection 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 (the "Exchange Act")
(including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (b) as to
any other business that the shareholder proposes to bring before the meeting,
a brief description of the business desired to be brought before the meeting,
the reasons for conducting such business at the meeting and any material
interest in such business of such shareholder and the beneficial owner, if 
any, on whose behalf the proposal is made; (c) as to the shareholder giving
the notice and the beneficial owner, if any, on whose behalf the nomination
or proposal is made (i) the name and address of such shareholder, as they
appear on the Company's books, and of such beneficial owner and (ii)  the
class and number of shares of the Company which are owned beneficially and of
record by such shareholder and such beneficial owner.  

       Notwithstanding anything in the second sentence of the preceding
paragraph to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the Company is increased and there is no
public announcement naming all of the nominees for Director or specifying the
size of the increased Board of Directors made by the Company at least 70 days
prior to the first anniversary of the preceding year's annual meeting, a
shareholder's notice required by this By-Law shall also be considered timely,
but only with respect to nominees for any new positions created by such
increase,  if it shall be delivered to the Secretary at the principal
executive offices of the Company not later than the close of business on the
10th day following the day on which such public announcement is first made by
the Company.  

       Only such persons who are nominated in accordance with the procedures
set forth in these By-Laws shall be eligible to serve as directors and only
such business shall be conducted at an annual meeting of shareholders as
shall have been brought before the meeting in accordance with the procedures
set forth in this By-Law.  The chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set
forth in this By-Law and, if any proposed nomination or business is not in
compliance with this By-Law, to declare that such defective proposal shall be
disregarded.  

       For purposes of this By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the Company with the Securities and Exchange Commission
pursuant to Sections 13, 14 or 15(d) of the Exchange Act.  

       Notwithstanding the foregoing provisions of this By-Law, a
shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this By-Law.  Nothing in this By-Law shall be deemed to
affect any rights (i) of shareholders to request inclusion of proposals in
the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act
or (ii) of the holders of any series of Preferred Stock to elect directors
under specified circumstances.

       Section 3.    Special Meetings.  Special meetings of the
shareholders for any purpose or purposes shall be called to be held at any
time upon the request of the Chairman of the Board of Directors, the
President or a majority of the members of the Board of Directors or of the
Executive Committee then in office.  Business transacted at all special
meetings shall be confined to the specific purpose or purposes of the persons
authorized to request such special meeting as set forth in this Section 3 and
only such purpose or purposes shall be set forth in the notice of such
meeting.  The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled special meeting of shareholders.  

       Nominations of persons for election to the Board of Directors may be
made at a special meeting of shareholders at which directors are to be
elected (a) pursuant to the Company's notice of meeting (b) by or at the
direction of the Board of Directors or (c) by any shareholder of the Company
who is a shareholder of record at the time of giving of notice provided for
in this By-Law, who shall be entitled to vote at the meeting and who complies
with the notice procedures set forth in this By-Law.  Nominations by
shareholders of persons for election to the Board of Directors may be made at
such a special meeting of shareholders if the shareholder's notice required
by the third paragraph of Section 2 of Article I of these By-Laws shall be
delivered to the Secretary at the principal executive offices of the Company
not earlier than the 90th day prior to such special meeting and not later
than the close of business on the later of the 60th day prior to such special
meeting or the 10th day following the day on which public announcement is
first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.  

       Only such persons who are nominated in accordance with the procedures
set forth in these By-Laws shall be eligible to serve as directors and only
such business shall be conducted at a special meeting of shareholders as
shall have been brought before the meeting in accordance with the procedures
set forth in this By-Law.  The chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set
forth in this By-Law and, if any proposed nomination or business is not in
compliance with this By-Law, to declare that such defective proposal shall be
disregarded.  

       Notwithstanding the foregoing provisions of this By-Law, a
shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this By-Law. 

       Section 4.    Notice of Meetings.  Written notice of the time,
place, and purpose or purposes of each annual and special meeting of
shareholders shall be signed by the Secretary and served by mail upon each
shareholder of record entitled to vote at such meeting not less than ten nor
more than fifty days before the date of the meeting.  Notice of an annual or
special meeting of shareholders shall be deemed to be served when deposited
in the United States mail, postage prepaid, addressed to each shareholder at
his address as it appears on the stock records of the Company or at such
other address as he may have filed with the Secretary of the Company for such
purpose.  

       Section 5.    Quorum.  At any meeting of the shareholders, the
holders of record of one-third of the total number of shares of the Company
entitled to vote, present in person or represented by proxy, shall constitute
a quorum for the purpose of transacting business.

       Section 6.    Organization and Adjournment.  The Chairman of the
Board of Directors or in the Chairman's absence, the President, or, if both
of such officers are absent, an officer designated by the Executive
Committee, shall act as chairman of the meeting.  The Secretary, or in the
Secretary's absence an Assistant Secretary, or if neither the Secretary nor
any Assistant Secretary be present, any person designated by the chairman of
the meeting, shall act as secretary of the meeting.  Any annual or special
meeting of shareholders may be adjourned by the chairman of the meeting or
pursuant to resolution of the Board of Directors without notice other than by
announcement at the meeting.  At any adjourned meeting at which a quorum is
present, any business may be transacted that might have been transacted at
the meeting as originally convened.  

       Section 7.    Voting.  At each meeting of the shareholders, each
holder of shares entitled to vote at such meeting shall be entitled to vote
in person or by proxy appointed by an instrument in writing signed by such
shareholder or by the shareholder's duly authorized attorney and, except as
provided in the Certificate of Incorporation of the Company with respect to
cumulative voting, shall have one vote for each share standing in the
shareholder's name on the books of the Company upon each matter submitted to
a vote at the meeting.  The vote upon the election of directors shall be by
ballot.  If a quorum is present at any meeting of shareholders, the vote of
the holders of a majority of the shares cast by the holders of shares
entitled to vote on the matter shall be sufficient for the transaction of any
business, except that directors shall be elected by a plurality of shares
cast by the holders of shares entitled to vote in the election, unless, in
either case, otherwise provided by law or by the Certificate of
Incorporation.  

       Section 8.    Inspectors of Election.  Prior to each meeting of
shareholders, the Board of Directors shall appoint three Inspectors, who
shall not be directors or officers of the Company or candidates for the
office of director.  Such Inspectors shall count and report to the meeting
the votes cast on all matters submitted to a vote at such meeting.  In the
case of failure of the Board of Directors to make such appointments, or in
the case of failure of any Inspector so appointed to act, the chairman of the
meeting may, and at the request of a shareholder entitled to vote thereat,
shall, make such appointments or fill such vacancies.  Each Inspector shall
be entitled to a reasonable compensation from the Company for his services. 
The Inspectors appointed to act at any meeting of the shareholders, before
entering upon the discharge of their duties, shall be sworn faithfully to
execute the duties of Inspectors at such meeting with strict impartiality and
according to the best of their ability, and the oath so taken shall be
subscribed by them.

                          Article II

                      BOARD OF DIRECTORS

       Section 1.    Number, Qualification and Term of Office.  The
business of the Company shall be managed under the direction of a Board of
Directors, each of whom shall be at least 25 years of age.  The number of
directors of the Company shall be fixed and may from time to time be
increased or decreased by the affirmative vote of a majority of the entire
Board of Directors, but in no event shall the number of directors be less
than 7 or more than 20.

       Section 2.    Vacancies.  Any vacancies on the Board of Directors
may be filled by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board of
Directors.  No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.  

       Section 3.    Resignations.  Any director may resign at any time
by giving written notice to the Chairman of the Board of Directors, or to the
President, or to the Secretary of the Company.  Such resignation shall take
effect on the date of receipt of such notice unless a later effective date is
specified therein.  The acceptance of such resignation by the Board of
Directors shall not be necessary to make it effective.  

       Section 4.    Place of Meetings.  The Board of Directors may hold
its meetings at such place or places, within or without the State of New
York, as the Board of Directors may from time to time determine or as may be
specified in the notice of any meeting.  

       Section 5.    Annual Meetings.  A meeting of the Board of
Directors to be known as the annual meeting of the Board of Directors shall
be held following the meeting of the shareholders at which such Board of
Directors is elected, at such place as shall be fixed by the Board of
Directors, for the purpose of electing the officers of the Company and the
committees of the Board of Directors, and of transacting such other business
as may properly come before the meeting.  It shall not be necessary to give
notice of this meeting.  

       Section 6.    Other Meetings.  Meetings of the Board of Directors
shall be held on such dates as from time to time may be determined by the
Board of Directors or whenever called upon the direction of the Chairman of
the Board of Directors or of the President or by the Secretary upon the
written request of one-third of the directors in office, which request shall
state the date, place and purpose of such meeting.  

       Section 7.    Notice of Meetings.  Written, telephonic,
telegraphic or facsimile transmission notice of each meeting except the
annual meeting shall be given by the Secretary to each director, by personal
delivery, by telephone, or by regular or express mail, or telegram or
facsimile transmission addressed to the director at his or her usual business
address, or to the address where the director is known to be, at least three
days (excluding Saturdays, Sundays, and holidays) prior to the meeting in
case of notice by regular mail and at least three hours prior to the meeting
in case of notice by personal delivery, express mail, telephone, telegram, or
facsimile transmission.  All notices which are given by regular mail shall be
deemed to have been given when deposited in the United States mail, postage
prepaid.  Any director may waive notice of any meeting before or after the
meeting, and the attendance of a director at any meeting, except for the sole
purpose of protesting the lack of notice thereof, shall constitute a waiver
of notice of such meeting.  Any and all business may be transacted at any
meeting which need not be restricted to the purpose thereof specified in the
notice or waiver of notice of such meeting, if one is specified.  

       Section 8.    Organization, Quorum, Written Consents and Meetings
by Telephone or Similar Equipment.  Unless the Board of Directors shall by
resolution otherwise provide, the Chairman of the Board of Directors, or in
the Chairman's absence, the President, or, if both of such officers are
absent, a director chosen by a majority of the directors present, shall act
as chairman at meetings of the Board of Directors; and the Secretary, or in
the Secretary's absence an Assistant Secretary, or in the absence of an
Assistant Secretary, such person as may be designated by the chairman of the
meeting, shall act as secretary at such meetings.  

       A majority of the directors in office at the time (but not less than
one-third of the entire Board of Directors) shall constitute a quorum
necessary for the transaction of business, and, except as otherwise provided
in these By-Laws, the action of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board of
Directors.  If at any meeting of the Board of Directors a quorum is not
present, a majority of the directors present may adjourn the meeting from
time to time.  

       Any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all
members of the Board of Directors or the committee consent in writing to the
adoption of a resolution authorizing the action.  The resolution and the
written consent thereto by the members of the Board of Directors or committee
shall be filed with the minutes of the proceedings of the Board of Directors
or committee.

       Any one or more members of the Board of Directors or any committee
thereof may participate in a meeting of such Board of Directors or committee
by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the
same time.  Participation by such means shall constitute presence in person
at a meeting.  

       Section 9.    Compensation.  Each director not an officer of the
Company, or of any subsidiary or affiliated company, may receive such
compensation for his or her services as a director and as a committee member
as shall be fixed from time to time by resolution of the Board of Directors
and shall be reimbursed for expenses of attendance at meetings of the Board
of Directors and of any committee of which he or she is a member.  

                          Article III

                          COMMITTEES

       Section 1.    Creation and Organization.  The Board of Directors,
at its annual meeting, or any adjournment thereof, shall, or at any other
meeting may, elect from among its members, by the vote of a majority of the
entire Board of Directors, an Audit Committee, a Compensation Committee, an
Executive Committee, and a Nominating Committee, which shall be the standing
committees of the Board of Directors, and such other committees as shall be
determined by the Board of Directors.  The Board of Directors also shall
designate the chairman of each such committee.

       The Secretary of the Company shall act as secretary of each committee
meeting or any person as may be designated by the chairman of the committee
shall act as secretary of the meeting and keep the minutes of such meeting. 


       The Board of Directors, by the vote of a majority of the entire Board
of Directors, may remove the chairman or any member of any committee, and may
fill from among the directors vacancies in any committee caused by the death,
resignation, or removal of any person elected thereto.  

       The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee.

       Each committee may determine its own rules of procedure, consistent
with these By-Laws.  Meetings of any committee may be called upon direction
of the Chairman of the Board of Directors, the President, or the chairman of
the committee.  Notice of each meeting shall be given to each member of the
committee, by personal delivery, telephone, telegram, facsimile transmission,
or regular or express mail addressed to the member at his or her usual
business address, or to the address where the member is known to be, at least
three days (excluding Saturdays, Sundays, and holidays) prior to the meeting
in case of notice by regular mail, and at least three hours prior to the
meeting in case of notice by personal delivery, express mail, telephone,
telegram, or facsimile transmission.  All notices which are given by regular
mail shall be deemed to have been given when deposited in the United States
mail, postage prepaid.  Notice of meetings of any committee may be waived by
any member of the committee before or after the meeting.  At meetings of each
committee, the presence of a majority of such committee shall be necessary to
constitute a quorum for the transaction of business, and, if a quorum is
present at any meeting, the action taken by a majority of the members present
shall be the act of the committee.   Each committee shall keep a record of
its acts and proceedings, and all action shall be reported to the Board of
Directors at the next meeting of the Board of Directors following such
action.  Each committee shall annually consider whether amendments to the
section of Article III of these By-Laws relating to the composition and
function of such committee appear to be in the best interests of the Company. 
Each committee shall report on such recommendations to the Nominating
Committee annually, no later than December.  The Nominating Committee shall
report on such recommendations to the Board of Directors at its first regular
meeting each year.

       Section 2.    Executive Committee.  The Executive Committee shall
consist of the Chairman of the Board of Directors and of such number of other
directors, a majority of whom shall not be officers or employees of the
Company or its affiliates, not less than four, as shall from time to time be
prescribed by the Board of Directors.  
       The Executive Committee, unless otherwise provided by resolution of
the Board of Directors, shall between meetings of the Board of Directors have
all the powers of the Board of Directors and may perform all of the duties
thereof, except that the Executive Committee shall have no authority as to
the following matters:  (i) submission to shareholders of any action that
requires shareholders' authorization under the New York Business Corporation
Law; (ii) compensation of directors; (iii) amendment or repeal of these By-
Laws or the adoption of new By-Laws; (iv) amendment or repeal of any
resolution of the Board of Directors that by its terms may not be so amended
or repealed; (v) action in respect of dividends to shareholders; (vi)
election of officers, directors or members of committees of the Board of
Directors.  Any action taken by the Executive Committee shall be subject to
revision or alteration by the Board of Directors, provided that rights or
acts of third parties vested or taken in reliance on such action prior to
their receipt of written notice of any such revision or alteration shall not
be adversely affected by such revision or alteration. 

       Section 3.    Audit Committee.  The Audit Committee shall consist
of such number of directors, who shall not be officers or employees of the
Company or any of its affiliates, not less than three, as shall from time to
time be prescribed by the Board of Directors.  

       The Committee shall review, with management, the Company's
independent public accountants and its internal auditors, upon completion of
the audit, the annual financial statements of the Company, the independent
public accountants' report thereon, the other relevant financial information
to be included in the Company's Annual Report on Form 10-K and its annual
report to shareholders.  The Committee shall also periodically review the
Company's policies with respect to compliance with laws and regulations.
After such reviews, the Committee shall report thereon to the Board of
Directors.

       The  Committee shall:(1) review recommendations made by the
Company's independent public accountants and internal auditors with respect
to the accounting methods and the system of internal control used by the
Company, and shall advise the Board of Directors with respect thereto; (2)
examine and make recommendations to the Board of Directors with respect to
the scope of audits conducted by the Company's independent public accountants
and internal auditors; (3) review reports from the Company's independent
public accountants, internal auditors, and compliance office concerning
compliance by management with governmental laws and regulations and with the
Company's policies relating to business practices and procedures, ethics,
conflicts of interest, perquisites and use of corporate assets.  

       The Committee shall meet with the Company's independent public
accountants, internal auditors or compliance officer, without management
present, whenever the Committee shall deem it appropriate. The Committee
shall review with the General Counsel of the Company the status of legal
matters that may have a material impact on the Company's financial
statements.

       The Committee shall each year make a recommendation, based on a
review of qualifications, to the Board of Directors for the appointment of
independent public accountants to audit the financial statements of the
Company and to perform such other duties as the Board of Directors may from
time to time prescribe.  As part of such review of qualifications, the
Committee shall consider management's plans for engaging the independent
public accountants for management advisory services to determine whether such
services could impair the public accountants' independence.

       The Committee shall have the power to conduct or authorize special
projects or investigations which the Committee considers necessary to
discharge its duties and responsibilities.  It shall have the power to retain
independent outside counsel, accountants or others to assist it in the
conduct of any investigations and may utilize the Company's General Counsel,
internal auditors or compliance officer for such purpose.

       Section 4.    Compensation Committee.  The Compensation Committee
shall consist of such number of directors, who shall not be officers or
employees of the Company or any of its affiliates, not less than three, as
shall from time to time be prescribed by the Board of Directors.  As
authorized by the Board of Directors, the Compensation Committee shall make
recommendations to the Board of Directors with respect to the compensation of
directors and the administration of the salaries, bonuses, and other
compensation to be paid to the officers of the Company, including the terms
and conditions of their employment, shall review the compensation of the
Chief Executive Officer, and shall administer all stock option and other
benefit plans (unless otherwise specified in or pursuant to plan documents or
resolutions of the Board of Directors) affecting officers' direct and
indirect remuneration.  

       The Compensation Committee shall review the design, funding and
investment policies of the employee benefit plans of the Company and its
subsidiaries, as appropriate.  The Committee shall, on its own initiative or
upon referral from the Board of Directors, investigate, analyze and consider
the current and future financial practices of such benefit plans and report
and make such recommendations to the Board of Directors as deemed
appropriate.

       Section 5.    Nominating Committee.  The Nominating Committee
shall consist of such number of directors, who shall not be officers or
employees of the Company or any of its affiliates, not less than three, as
shall from time to time be prescribed by the Board of Directors.

       The Nominating Committee shall review and recommend to the Board of
Directors prior to the annual shareholders' meeting each year:  (a) the
appropriate size and composition of the Board of Directors; (b) a proxy
statement and form of proxy; (c) policies and practices on shareholder
voting; (d) plans for the annual shareholders' meeting; and (e) nominees: 
(i) for election to the Board of Directors for whom the Company should
solicit proxies; (ii) to serve as proxies in connection with the annual
shareholders' meeting; (iii) for election to all committees of the Board of
Directors; and (iv) for election as executive officers of the Company.

       The Nominating Committee shall annually review the Company's
Corporate Governance Guidelines, assess the performance of the Board,
evaluate the performance of the Chairman and Chief Executive Officer of the
Company, and review the management organization of the Company and succession
plans for the  Chairman and Chief Executive Officer of the Company, including
consultation with the Chairman of the Board of Directors regarding persons
considered qualified to fill any vacancy that may occur in the position of
Chairman and Chief Executive Officer.  In the event of any such vacancy, the
Nominating Committee shall recommend to the Board of Directors a nominee to
fill such vacancy.

                          Article IV

                           OFFICERS

       Section 1.    Officers.  The Board of Directors shall, at its
annual meeting, and may at any other meeting, or any adjournment thereof,
elect from among its members a Chairman of the Board of Directors and a
President.  The Board of Directors may also elect at such meeting one or more
Vice Chairmen and one or more Vice Presidents, who may have special
designations, and may elect at such meeting a Treasurer, a Controller and a
Secretary, who also may have special designations.

       The Board of Directors may elect or appoint such other officers and
agents as it shall deem necessary, or as the business of the Company may
require, each of whom shall hold office for such period, have such authority
and perform such duties as the Board of Directors may prescribe from time to
time.  

       Any two or more offices, except the offices of Chairman of the Board
of Directors and Secretary, the offices of President and Secretary and the
offices of Chief Financial Officer (regardless of title) and Controller, may
be held by the same person, but no officer shall execute, acknowledge or
verify any instrument in more than one capacity.  

       Section 2.    Term of Office.  Each officer elected by the Board
of Directors shall hold office until the annual meeting of the Board of
Directors following the next annual meeting of shareholders and until his or
her successor is elected, or until such earlier date as shall be prescribed
by the Board of Directors at the time of his or her election.  Any officer
may be removed at any time, with or without cause, by the vote of a majority
of the members of the Board of Directors.  

       Section 3.    Vacancies.  A vacancy in any office caused by the
death, resignation, retirement, or removal of the person elected thereto, or
by any other cause, may be filled for the unexpired portion of the term by
election of the Board of Directors at any meeting.  In case of the absence or
disability, or refusal to act of any officer of the Company, or for any other
reason that the Board of Directors shall deem sufficient, the Board of
Directors may delegate, for the time being, the powers and duties, or any of
them, of such officer to any other officer or to any director, consistent
with the limitations in Section 1.  

       Section 4.    The Chairman of the Board of Directors.  The
Chairman of the Board of Directors shall be the chief executive officer of
the Company and shall have general direction over the affairs of the Company,
subject to the control and direction of the Board of Directors.  The Chairman
shall, when present, preside as chairman at all meetings of the shareholders
and of the Board of Directors.  The Chairman may call meetings of the
shareholders and of the Board of Directors and of the committees whenever he
or she deems it necessary.  The Chairman shall, in the absence or incapacity
of the President, perform all duties and functions and exercise all the
powers of the President.  The Chairman shall have such other powers and
perform such other duties as from time to time may be prescribed by the Board
of Directors.  

       Section 5.    The President.  The President shall have general
direction over the day-to-day business of the Company, subject to the control
and direction of the Chairman of the Board of Directors.  The President shall
keep the Chairman of the Board of Directors fully informed concerning the
activities of the Company under his supervision.  The President shall, in the
absence or incapacity of the Chairman of the Board of Directors, perform all
duties and functions and exercise all the powers of the Chairman of the Board
of Directors.  In the absence of the Chairman of the Board of Directors, the
President shall preside at meetings of the shareholders and of the Board of
Directors.  The President shall have such other powers and perform such other
duties as are incident to the office of President and as from time to time
may be prescribed by the Board of Directors.  

       Section 6.    Vice Chairmen and Vice Presidents.  Each Vice
Chairman and each Vice President shall have such powers and perform such
duties as from time to time may be assigned to him or her by the Board of
Directors or be delegated to him or her by the Chairman of the Board of
Directors or by the President.  The Board of Directors may assign to any Vice
Chairman or Vice President general supervision and charge over any
territorial or functional division of the business and affairs of the
Company.  In the absence or incapacity of the Chairman of the Board of
Directors and the President, the powers, duties, and functions of the
President shall be temporarily performed and exercised by such one of the
Vice Chairmen or Vice Presidents as shall be designated by the Board of
Directors or, if not designated by the Board of Directors, by the Executive
Committee or, if not designated by the Executive Committee, by the President. 


       Section 7.    Chief Financial Officer.  The Chief Financial
Officer shall keep and maintain, or cause to be kept and maintained, adequate
and correct books and records of accounts of the properties and business
transactions of the Company, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, retained earnings, and
shares.  The books of account shall at all reasonable times be open to
inspection by any director. 

       The Chief Financial Officer shall deposit all money and other
valuables in the name and to the credit of the Company with such depositaries
as may be designated by the Board of Directors.  He or she shall disburse the
funds of the Company as may be ordered by the Board of Directors, shall
render to the Board of Directors, the Chairman of the Board of Directors, or
the President, whenever they request it, an account of all of his or her
transactions as Chief Financial Officer and of the financial condition of the
Company, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors, the Chairman of the Board of
Directors, the President or these By-Laws.

       Section 8.    Controller.  The Controller shall have general
charge, control, and supervision over the accounting and auditing affairs of
the Company.  The Controller or such persons as the Controller shall
designate shall have responsibility for the custody and safekeeping of all
permanent records and papers of the Company.  The Controller shall have
responsibility for the preparation and maintenance of the books of account
and of the accounting records and papers of the Company; shall supervise the
preparation of all financial statements and reports on the operation and
condition of the business; shall have responsibility for the establishment of
financial procedures, records, and forms used by the Company; shall have
responsibility for the filing of all financial reports and returns, except
tax returns, required by law; shall render to the Chairman of the Board of
Directors, the President, or the Board of Directors, whenever they may
require, an account of the Controller's transactions; and in general shall
have such other powers and perform such other duties as are incident to the
office of Controller and as from time to time may be prescribed by the Board
of Directors, the Chairman of the Board of Directors, or the President.  

       Section 9.    Secretary.  The Secretary shall attend and keep the
minutes of meetings of the shareholders, of the Board of Directors, and of
all committees of the Company in books of the Company provided for that
purpose; may sign with the Chairman of the Board of Directors, the President,
any Vice Chairman or any Vice President, or the Manager of any Department, in
the name of the Company, contracts and other instruments authorized by the
Board of Directors or by the Executive Committee, and in proper cases shall
affix the corporate seal thereto; shall see that notices are given and
corporate records and reports are properly kept and filed by the Company as
required by these By-Laws or as required by law; and in general shall have
such other powers and perform such other duties as are incident to the office
of Secretary and as from time to time may be prescribed by the Board of
Directors, the Chairman of the Board of Directors, or the President.  

       Section 10.   Compensation.  The salaries and other compensation
of all officers elected by the Board of Directors shall be fixed from time to
time by or under the direction of the Board of Directors.  

                           Article V

           INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Section 1.    Indemnification.  Any person (hereinafter called an
"Indemnitee") made, or threatened to be made, a party to, or who is otherwise
involved in, any action, suit or proceeding whether civil, criminal,
administrative or investigative, by reason of the fact that such Indemnitee,
or his or her testator or intestate, is or was a director or officer of the
Company, or, while a director or officer of the Company and at the request of
the Company, is or was serving another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any capacity,
shall be indemnified by the Company to the full extent permitted by
applicable law, against judgments, fines, amounts paid in settlement and all
expenses, including attorneys' fees, actually incurred as a result of such
action, suit or proceeding, or any appeal therein.  

       Without limitation of the foregoing, the Company shall be deemed to
have requested an Indemnitee to serve an employee benefit plan where the
performance by such person of his or her duties to the Company also imposes
duties on, or otherwise involves services by, such person to the plan or
participants or beneficiaries of the plan.  Excise taxes assessed on an
Indemnitee with respect to an employee benefit plan pursuant to applicable
law shall be considered fines.  

       Section 2.    Partial Indemnity.  If an Indemnitee is entitled
under any provision of this Article V to indemnification by the Company for
some or a portion of the amounts indemnified against, but not for the total
amount thereof, the Company shall nevertheless indemnify such Indemnitee for
the portion thereof to which such Indemnitee is entitled.  

       Section 3.    Advancement of Expenses.  Except as prohibited by
applicable law, the Company shall, from time to time, reimburse or advance to
any Indemnitee the funds necessary for payment of expenses incurred in
connection with any action, suit or proceeding referred to in Section 1, upon
receipt of a written undertaking by or on behalf of such Indemnitee to repay
such amounts if and to the extent that such repayment is required pursuant to
applicable law. 

       Section 4.    Corporate Action; Judicial Review.  Upon receipt of
a request to be indemnified, or for the reimbursement or advancement of
expenses, the Company shall promptly proceed in good faith to take all
actions necessary to a determination of whether or not the Indemnitee is
entitled to such payment pursuant to this Article V.  If such a request is
not paid in full by the Company within thirty days after receipt of a written
claim therefor, the Indemnitee may at any time thereafter bring suit against
the Company to recover the unpaid amount of the claim and, if successful in
whole or in part, the Indemnitee also shall be entitled to be reimbursed by
the Company for the expenses actually incurred, including attorneys' fees, of
prosecuting such claim.  Neither a determination that such payments are
improper under the circumstances, nor the failure of the Company (including
its Board of Directors, Independent Counsel (as hereinafter defined) or
shareholders) to have made a determination, prior to the commencement of such
action, that such payments are proper under the circumstances, shall be a
defense to the action or shall create a presumption that the Indemnitee is
not entitled to the payment requested.  Notwithstanding any other provision
of this Article V, in any action hereunder by the Indemnitee against the
Company to secure indemnification or reimbursement or advancement of
expenses, to the extent permitted by applicable law, the Company shall bear
the burden of proof that the Indemnitee is not entitled to such payments.  

       Section 5.    Contract Right.  The right to indemnification and to
the reimbursement or advancement of expenses pursuant to this Article V (a)
is a contract right provided in consideration of services to the Company,
with respect to which an Indemnitee may bring suit as if the provisions of
this Article V were set forth in a separate written contract between the
Company and such Indemnitee, (b) is intended to be retroactive and shall, to
the extent permitted by applicable law, be available with respect to events
occurring prior to the adoption hereof, and (c) shall continue to exist after
any future rescission or restrictive modification hereof with respect to any
alleged cause of action that accrues, or any other incident or matter that
occurs, prior to such rescission or modification.  It is the intent of the
Company to irrevocably establish hereby the right of Indemnitees to all
indemnification that is not prohibited by applicable law.  

       Section 6.    Change in Control.  If there has been a Change in
Control of the Company (as hereinafter defined) within five years prior to
any request for indemnification or reimbursement or advancement of expenses
pursuant to this Article V, then with respect to all matters thereafter
arising concerning the rights of Indemnitees to payments pursuant to this
Article V or under any other agreement not inconsistent with this Article V
now or hereafter in effect, the Company shall seek legal advice as specified
below only from Independent Counsel (as hereinafter defined) selected by the
Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld).  Such Independent Counsel shall determine whether and
to what extent the Indemnitee would be permitted to be indemnified under
applicable law, which determination shall include an opinion as to whether
any requisite standard of conduct under applicable law has been met, and
shall render a written opinion to the Company and the Indemnitee to such
effect.  To the extent permitted by applicable law, the Company shall be
required by this Section 6 to authorize indemnification to the extent such
opinion of Independent Counsel indicates that indemnification is permitted
under applicable law; provided, however, that nothing in this Section 6 shall
be deemed to abrogate the duties of any director of the Company to
participate in any determination required to be made under applicable law as
to whether such payments shall be made.  The Company agrees to pay the
reasonable fees of such Independent Counsel and to indemnify such counsel
fully against any and all expenses, claims, liabilities and damages arising
out of or relating to this Article V or the engagement of such Independent
Counsel pursuant hereto.  

       A "Change in Control of the Company" shall be deemed to have occurred
if (a) any "person" (as such term is used in Section 13(d) of the Securities
Exchange Act of 1934) is or becomes the beneficial owner (as defined in Rule
13d-3 under such Act), directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's then
outstanding voting shares, or (b) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Company cease for any reason to constitute at least a
majority thereof unless the election of each director who was not a director
at the beginning of the period was approved by a vote of a least 75% of the
directors then still in office who were directors at the beginning of the
period.  

       "Independent Counsel" shall refer to an attorney-at-law who at the
time of his or her selection shall not have otherwise performed services for
the Company or the Indemnitee within the previous five years.  Independent
Counsel shall not be any person who, under the standards of professional
conduct to which he or she is legally subject, would have a conflict of
interest in representing either the Company or the Indemnitee in connection
with the determination of the Indemnitee's rights under this Article V; nor
shall Independent Counsel be any person who has been sanctioned or censured
for ethical violations of such standards of professional conduct.  

       Section 7.    Period of Limitations.  To the extent such
limitation is permitted by applicable law, no legal action shall be brought
and no cause of action shall be asserted by or in the right of the Company or
any affiliate of the Company against an Indemnitee, Indemnitee's spouse,
heirs, testators, intestates, executors, administrators or personal or legal
representatives after the expiration of three years from the date of accrual
of such cause of action, and any claim or cause of action of the Company or
any affiliate shall be extinguished and deemed released unless asserted by
the timely filing of a legal action within such three year period; provided,
however, that if any shorter period of limitations is otherwise applicable to
any such cause of action, such shorter period shall govern.  

       Section 8.    Non-exclusivity.  The rights of Indemnitees under
the foregoing provisions of this Article V shall be in addition to any other
rights such persons may have under a resolution of the shareholders of the
Company, a resolution of its directors, the Certificate of Incorporation of
the Company as amended or restated from time to time, the New York Business
Corporation Law, the common law, any insurance policy, any agreement or
otherwise.  In addition to the foregoing provisions of this Article V,
indemnification and reimbursement and advancement of expenses may be
authorized pursuant to this Article V by a resolution of the shareholders of
the Company, a resolution of its directors or an agreement providing for such
indemnification.  The Company shall not be liable under this Article V to
make any payment to an Indemnitee to the extent that such person has
otherwise actually received payment of the amounts otherwise indemnifiable
hereunder.  

       Section 9.    Applicable Law.  Any Indemnitee entitled to
indemnification or to the reimbursement or advancement of expenses as a
matter of right pursuant to this Article V may elect, to the extent permitted
by law, to have the right of 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 action, suit
or proceeding, or on the basis of the applicable law in effect at the time
indemnification (or reimbursement or advancement of expenses) is sought.  


                          Article VI 

           STOCK CERTIFICATES AND TRANSFER OF STOCK

       Section 1.    Certificates of Stock.  Certificates representing
shares of the Company shall be in such form, consistent with law, as shall be
approved by the Board of Directors.  They shall be signed by the Chairman of
the Board of Directors or President or a Vice Chairman or a Vice President,
and by the Secretary or Treasurer or by an Assistant Secretary or Assistant
Treasurer, and shall be sealed with the corporate seal of the Company.  Such
seal may be an engraved or printed facsimile, and the signature of such
officers of the Company, or any of them, may be printed facsimiles if such
certificates are countersigned by a Transfer Agent or registered by a
Registrar other than the Company itself or an employee thereof.  In case any
officer who shall have signed any such certificate, or whose facsimile
signature shall have been used thereon, shall cease to be such officer before
such certificate shall have been issued by the Company, such certificate may
be issued by the Company with the same effect as if such officer had not
ceased to be such at the date of the issuance of such certificate.  The
signature of the Transfer Agent and Registrar on a certificate representing
shares of the Company may also be a printed facsimile when the same entity
acts in the dual capacity.  

       Section 2.    Transfer of Certificated Stock.  Certificated shares
of the Company shall be transferred on the books of the Company only upon
surrender of the certificate or certificates therefor to the Treasurer of the
Company, or to any authorized Transfer Agent, properly endorsed or
accompanied by proper assignments duly executed by the registered holder
thereof in person or by his or her attorney duly authorized in writing;
except that with respect to certificates alleged to have been lost, stolen,
or destroyed, a new certificate may be issued without cancellation of the
original certificate, but only upon production of such evidence of the loss,
theft, or destruction of the original certificate, and upon delivery to the
Company of a bond of indemnity in such amount and upon such terms as the
Board of Directors, in its discretion, may require.  Until so transferred on
the books of the Company, the Company shall deem and treat the registered
holder of each certificate for shares as the owner of such shares for all
purposes.  

       Section 3.    Transfer Agent and Registrar; Regulations.  The
Company shall maintain one or more transfer offices or agencies, each under
control of a Transfer Agent, where the shares of the Company may be
transferable, and also one or more registry offices or agencies, each under
control of a Registrar, where such shares may be registered, and no
certificate for shares of the Company shall be valid unless countersigned by
such Transfer Agent and registered by such Registrar.  The Board of Directors
may make such additional rules and regulations as it may deem expedient
concerning the issue, transfer, and registration of certificates for shares
of the Company.  

       Section 4.    Record Date of Shareholders.  The Board of Directors
may from time to time fix in advance a date, not more than fifty nor less
than ten days preceding the date of any meeting of shareholders, and not more
than fifty days prior to the date for the payment of any dividend, or the
date for the allotment of any rights, or the date when any change or
conversion or exchange of shares shall become effective, or the date for any
other action by the shareholders, as a record for the determination of the
shareholders 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 in respect of any
such change, conversion, or exchange of shares, or to take any other action,
and only such shareholders as shall be shareholders 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 take such
other action, as the case may be, notwithstanding any transfer of any shares
on the books of the Company after any such record date so fixed.  

       Section 5.    Uncertificated Shares.  The Board of Directors may
in its discretion authorize the issuance of shares which are not represented
by certificates and provide for the registration and transfer thereof on the
books and records of the Company or any Transfer Agent or Registrar so
designated.

       Section 6.    Shareholder Records.  The names and addresses of the
persons to whom shares are issued, and the number of shares and the dates of
issue and any transfer thereof, whether in certificated or uncertificated
form, shall be entered on records kept for that purpose.  The stock transfer
records and the blank stock certificates shall be kept by the Transfer Agent,
or by the Treasurer, or such other officer as shall be designated by the
Board of Directors for that purpose.  Every certificate surrendered for
transfer or exchange shall be cancelled.  

                          Article VII

                          FISCAL YEAR

       The fiscal year of the Company shall begin on January 1 in 1994, and
thereafter shall begin on the day after the Saturday closest to December 31
in each year, and shall end on the Saturday closest to December 31 in 1994
and each year thereafter.

                         Article VIII

                             SEAL

       The corporate seal of the Company shall be circular in form and shall
contain the name of the Company and the words "New York," "1906," and "Seal." 
The Secretary shall have custody of the seal, and a duplicate of the seal may
be kept and used by any Assistant Secretary.  

                          Article IX

                          AMENDMENTS

       These By-Laws may be amended or repealed by the vote of a majority
of the directors present at any meeting of the Board of Directors at which a
quorum is present or by the vote of the holders of the shares of the Company
at the time entitled to vote in the election of directors at any meeting of
the shareholders at which a quorum is present.