Exhibit 3(ii)

                            Sears, Roebuck and Co.
       


                                  By-Laws
                                 As Amended
                              February 2, 1999

                                     





                                 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 45 days nor more than 75 days prior 
to the first anniversary of the date on which the Company first mailed its
proxy materials for 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 the anniversary
date of the preceding year's  annual meeting, 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 Chairman of the Board of Directors, the President,
the  Secretary, or a Vice President designated by the Chairman and served
by mail upon each shareholder of  record entitled to vote at such meeting
not less than ten nor more than sixty 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 such shareholder in accordance with
applicable  law 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. The Compensation Committee
shall approve  the salaries, bonuses, and other compensation to be paid to
the officers of the Company, including the terms  and conditions of their
employment, shall approve 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, make
recommendations to the Board of Directors with respect to the  compensation
of directors, 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 sixty nor less than ten
days preceding the date of any meeting of shareholders, and not more  than
sixty 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 canceled.  

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.