BY-LAWS OF

                     FURNITURE BRANDS INTERNATIONAL, INC.

                    (Revised and Amended to April 23, 1996)


                                   -oOo-


                                 ARTICLE I

                                  Offices

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

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


                                 ARTICLE II

                                   Seal

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

                                 ARTICLE III

                           Stockholders' Meetings

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

                               Annual Meetings

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





     annual meeting.

                                  Quorum

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

                            How And Who May Vote

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

                           Notice of Annual Meeting

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

                     Stockholders List - Entitled to Vote

          Section  6.   The  officer who has charge  of the stock ledger of
     the Corporation shall prepare and make, at least ten days before every
     meeting of stockholders, a complete list of the  stockholders entitled
     to vote at said  meeting, arranged in alphabetical order,  and showing
     the address of each stockholder and the number of shares registered in

                                        2<PAGE>





     the  name  of each  stockholder.    Such list  shall  be  open to  the
     examination of  any stockholder during  ordinary business hours  for a
     period  of at least ten  days prior to the meeting,  either at a place
     within the city where the meeting is  to be held and which place shall
     be specified in the notice of the meeting, or, if not so specified, at
     the place where  said meeting is  to be  held, and the  list shall  be
     produced and  kept at the time  and place of meeting  during the whole
     time thereof, and  subject to inspection of any stockholder who may be
     present.

                             Special Meetings

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

                         Business at Special Meetings

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

                          Notice of Special Meetings

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


                               ARTICLE IV

               Board of Directors

               Number - Election of - Term of Office

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

               As of August  3, 1992, as provided in Article SEVENTH of the
     Restated Certificate  of Incorporation, and subject  to the provisions
     thereof,  the  Board  of  Directors  was  classified by  dividing  the
     directors  into three  classes as  nearly equal  in size  as possible,

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

                             Place of Meetings - Offices

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

                                      Powers

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

                             Meeting and Organization

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

                                 Regular Meetings

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

                                 Special Meetings



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

                                     Quorum

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

                                   Committees

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

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

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

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

          Section 12.    There shall be a Litigation Committee of the Board
     of  Directors  consisting  of two  Class  A  Directors  and two  other
     directors.   The  two Class  A  Directors  shall be  designated  by  a
     resolution  adopted  by  the Class  A  Directors,  and  the two  other
     directors shall be designated by a resolution adopted by a majority of
     the  directors  other  than  the  Class A  Directors.    The  Board of
     Directors  shall irrevocably empower  and direct and  delegate to such
     Litigation  Committee  its entire  authority  (and  it  shall  be  the
     responsibility of the Litigation Committee) to manage, oversee and, in
     general, make,  or  direct the  making of,  all decisions  (including,
     without  limitation, decisions  as to funding,  strategy, prosecution,
     discovery,  trial,  settlement  and/or  dismissal) on  behalf  of  the
     Corporation  with respect to all Third Party Litigation, as defined in
     the Debtor's Amended  Joint Plan of  Reorganization (the "Plan"),  for
     the benefit of the  beneficiaries of the proceeds of  such litigation,
     as set  forth in the  Plan.   The Litigation Committee  shall also  be
     responsible for determining whether  any Third Party Litigation (other
     than the claims  pending as of the Effective Date)  shall be litigated
     and, if litigated, such Committee  shall be irrevocably empowered  and
     directed  by the Board and the  Board shall delegate to the Litigation


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

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


                                    ARTICLE V

                                 General Officers

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

                              Chairman of the Board

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

               President

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

               Secretary

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

               Treasurer

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



               Controller

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

                         Qualifications of Other Officers

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

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

                                       Agents

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

                                 Chairman of the Board

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

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

                                   Absence of Chairman

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

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

                                       President


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

                                    Vice-President

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

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

                                     Secretary

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

                                Assistant Secretary

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

                                    Treasurer

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

                                Assistant Treasurer

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

                                   Controller

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

                                Assistant Controller

          Section 13.    The Assistant Controller shall aid  the Controller
     and be under  his direction in  the performance  and execution of  the
     duties  of the  office and  department, and  shall perform  such other
     duties as may be prescribed by the Board of Directors.

                                    Salaries

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

                              Salaries of Employees

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


                                  ARTICLE V-A

               Indemnification of Officers, Directors, and Employees



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

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

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


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

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

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

          (g) The  Corporation shall  have power  to purchase  and maintain
     insurance  on behalf of any person who  is or was a director, officer,
     employee or  agent of  the Corporation,  or is or  was serving  at the
     request of the Corporation  as a director, officer, employee  or agent
     of  another corporation,  partnership, joint  venture, trust  or other
     enterprise against any liability asserted  against him and incurred by
     him  in any  such capacity,  or arising  out of  his status,  as such,
     whether  or not  such  person  would  be entitled  to  indemnification
     against such liability under the provisions of this by-law.

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


                                   ARTICLE VI

                            Stock and Transfers, etc.

          Section 1.   The certificates  of stock of the Corporation  shall
     be numbered  and shall be entered  in the books of  the Corporation as
     they are issued.  They  shall exhibit the holder's name and  number of
     shares and shall be signed by the Chairman of the Board, Vice-Chairman

     of the  Board, President, Senior Executive Vice-President,  or a Vice-
     President,  and by  the Treasurer  or an  Assistant Treasurer,  or the
     Secretary or an Assistant Secretary.

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

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

          Fractional shares shall not be issued.

                                 Transfers of Stock

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

                  Closing of Transfer Books or Fixing Record Date

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

                               Registered Stockholders

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

                                  Lost Certificates


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


                                     ARTICLE VII

               Dividends

          Dividends  upon  the Common  Stock  of  the  Corporation  may  be
     declared by the Board of Directors or (if the resolution  creating the
     Executive  Committee so provided)  by the  Executive Committee  at any
     regular or special meeting out of any net profits or net assets of the
     Corporation legally available therefor.   Dividends on the outstanding
     Common Stock  may be declared for  a period not to  exceed twelve (12)
     months in advance of such dividend.

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


                                       ARTICLE VIII

                                       Miscellaneous

                                          Vacancies

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

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



                           Duties of Officers May Be Delegated

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

                                    Inspection of Books

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

                                           Checks

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

                                  Notes and Negotiable Paper

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

                             Directors' Annual Statement

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

                                    Notices

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

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

                              Profit Sharing

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

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

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

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

                                  Amendments

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