Exhibit 3.1

                              BYLAWS OF
                INTERNATIONAL MULTIFOODS CORPORATION
                      (A Delaware Corporation)

                              ARTICLE I

                     Meetings of Stockholders

     Section 1.  Annual Meeting.  The annual meeting of the 
stockholders of International Multifoods Corporation (hereinafter 
called the "Corporation") for the election of directors and for the 
transaction of such other business as may come before the meeting shall 
be held on the third Friday in June in each year, if not a legal 
holiday, and if a legal holiday, then on the next succeeding day not a 
legal holiday, at such time as shall be designated by the Board of 
Directors, the Chairman of the Board of Directors, or the President.  
If the annual meeting shall not be held on the day hereinabove provided 
for, the Board of Directors (hereinafter called the "Board") shall call 
a meeting for the election of directors as soon thereafter as 
convenient.

     Section 2.  Special Meetings.  Special meetings of the 
stockholders, unless otherwise prescribed by statute, may be called at 
any time by the Board or by the Chairman of the Board.

     Section 3.  Notice of Meetings.  Notice of the place, date and 
time of the holding of each annual and special meeting of the 
stockholders and, in the case of a special meeting, the purpose or 
purposes thereof, shall be given personally or by mail in a postage 
prepaid envelope to each stockholder entitled to vote at such meeting, 
not less than ten nor more than sixty days before the date of such 
meeting, and, if mailed, it shall be directed to such stockholder at 
his address as it appears on the records of the Corporation, unless he 
shall have filed with the Secretary of the Corporation a written 
request that notices to him be mailed to some other address, in which 
case it shall be directed to him at such other address.  Notice of any 
meeting of stockholders shall not be required to be given to any 
stockholder who shall attend such meeting in person or by proxy and 
shall not, at the beginning of such meeting, object  to the transaction 
of any business because the meeting is not lawfully called or convened, 
or who shall, either before or after the meeting, submit a signed 
waiver of notice, in person or by proxy.  Unless the Board shall fix 
after the adjournment a new record date for an adjourned meeting, 
notice of such adjourned meeting need not be given if the time and 
place to which the meeting shall be adjourned were announced at the 
meeting at which the adjournment is taken.  At the adjourned meeting 
the Corporation may transact any business which might have been 
transacted at the original meeting.  If the adjournment is for more 
than thirty days, or if after the adjournment a new record date is 
fixed for the adjourned meeting, a notice of the adjourned meeting 
shall be given to each stockholder of record entitled to vote at the 
meeting.

     Section 4.  Place of Meetings.  Meetings of the stockholders may 
be held at such place, within or without the State of Delaware, as the 
Board or the officer calling the same shall specify in the notice of 
such meeting, or in a duly executed waiver of notice thereof.

     Section 5.  Quorum.  At all meetings of the stockholders the 
holders of a majority of the votes of the shares of stock of the 
Corporation issued and outstanding and entitled to vote shall be 
present in person or by proxy to constitute a quorum for the 
transaction of any business, except when stockholders are required to 
vote by class, in which event a majority of the issued and outstanding 
shares of the appropriate class shall be present in person or by proxy, 
or except as otherwise provided by statute or in the Certificate of 
Incorporation.  In the absence of a quorum, the holders of a majority 
of the votes of the shares of stock present in person or by proxy and 
entitled to vote, or if no stockholder entitled to vote is present, 
then any officer of the Corporation may adjourn the meeting from time 
to time.  At any such adjourned meeting at which a quorum may be 
present any business may be transacted which might have been transacted 
at the meeting as originally called.

     Section 6.  Organization.  At each meeting of the stockholders, 
the Chairman of the Board, or in the absence or inability to act of the 
Chairman of the Board, the Chairman of the Executive Committee, or in 
the absence of both the Chairman of the Board and the Chairman of the 
Executive Committee, the President, or in the absence of the President, 
that Vice President who is present shall preside as shall be determined 
from time to time by the Board or, in absence of any such 
determination, that Vice President who is present who is oldest in 
seniority of service in that office, or if two or more have equal 
service, who is oldest in age, shall act as chairman of the meeting.  
The Secretary, or, in  his absence or inability to act, an Assistant 
Secretary or any person appointed by the chairman of the meeting, shall 
act as secretary of the meeting and keep the minutes thereof.

     Section 7.  Order of Business.  The order of business at all 
meetings of the stockholders shall be as determined by the chairman of 
the meeting.

     Section 8.  Voting.  Except as otherwise provided by statute, the 
Certificate of Incorporation, or any certificate duly filed in the 
State of Delaware pursuant to Section 151 of the Delaware General 
Corporation Law, each holder of record of shares of stock of the 
Corporation having voting power shall be entitled at each meeting of 
the stockholders to one vote for every share of such stock standing in 
his name on the record of stockholders of the Corporation on the date 
fixed by the Board as the record date for the determination of the 
stockholders who shall be entitled to notice of and to vote at such 
meeting; or if such record date shall not have been so fixed, then at 
the close of business on the day next preceding the day on which notice 
thereof shall be given, or if notice is waived, at the close of 
business on the day next preceding the day on which the meeting is 
held; and each stockholder entitled to vote at any meeting of 
stockholders may authorize another person or persons to act for him by 
a proxy signed by such stockholder or his attorney-in-fact.  Any such 
proxy shall be delivered to the secretary of such meeting at or prior 
to the time designated in the order of business for so delivering such 
proxies.  No proxy shall be valid after the expiration of three years 
from the date thereof, unless otherwise provided in the proxy.  Except 
as otherwise provided by statute, these Bylaws, or the Certificate of 
Incorporation, any corporate action to be taken by vote of the 
stockholders shall be authorized by a majority of the total votes, or 
when stockholders are required to vote by class by a majority of the 
votes of the appropriate class, cast at a meeting of stockholders by 
the holders of shares present in person or represented by proxy and 
entitled to vote on such action.  Unless required by statute, or 
determined by the chairman of the meeting to be advisable, the vote on 
any question need not be by written ballot.  On a vote by written 
ballot, each ballot shall be signed by the stockholder voting, or by 
his proxy, if there be such proxy, and shall state the number of shares 
voted.

     Section 9.  List of Stockholders.  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 the meeting, arranged in alphabetical 
order, and showing the address of each stockholder and the number of 
shares registered in the name of each stockholder.  Such list shall be 
open to the examination of any stockholder, for any purpose germane to 
the meeting, 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, which place shall be specified in the notice 
of the meeting, or, if not so specified, at the place where the meeting 
is to be held.  The list shall also be produced and kept at the time 
and place of the meeting during the whole time thereof, and may be 
inspected by any stockholder who is present.

     Section 10.  Inspectors.  The Board may, in advance of any meeting 
of stockholders, appoint one or more inspectors to act at such meeting 
or any adjournments thereof.   If the inspectors shall not be so 
appointed or if any of them shall fail to appear or act, the chairman 
of the meeting may, and on the request of any stockholder entitled to 
vote thereat shall, appoint inspectors.  Each inspector, before 
entering upon the discharge of his duties, shall take and sign an oath 
faithfully to execute the duties of inspector at such meeting with 
strict impartiality and according to the best of his ability.  On 
request of the chairman of the meeting or any stockholder entitled to 
vote thereat, the inspectors shall make a report in writing of any 
challenge, request or matter determined by them and shall execute a 
certificate of any fact found by them.  No director or candidate for 
the office of director shall act as inspector of an election of 
directors.  Inspectors need not be stockholders.

     Section 11.  Stockholder Action.  Except as otherwise provided by 
the Certificate of Incorporation, any action required or permitted to 
be taken by the stockholders of the Corporation must be effected at a 
duly called annual or special meeting of the stockholders of the 
Corporation and may not be effected by any consent in writing by such 
stockholders.

     Section 12.  Business to be Conducted.  (a) At any annual meeting 
of the stockholders, only such business shall be conducted as shall 
have been brought before the meeting (i) by or at the direction of the 
Board of Directors or (ii) by any stockholder of the Corporation who is 
entitled to vote with respect thereto and who complies with the 
procedures set forth in this Section 12.  For business to be properly 
brought before an annual meeting by a stockholder, such business must 
be a proper subject for stockholder action and the stockholder must 
have given timely notice thereof in writing to the Secretary of the 
Corporation.  To be timely, a stockholder's notice must be delivered or 
mailed to and received at the principal executive offices of the 
Corporation not less than ninety (90) days prior to the date of the 
annual meeting.  A stockholder's notice to the Secretary shall set 
forth as to each matter such stockholder proposes to bring before the 
annual meeting (i) a brief description of the business desired to be 
brought before the annual meeting and the reasons for conducting such 
business at the annual meeting, (ii) the name and address of the 
stockholder proposing such business, (iii) the class and number of 
shares of the Corporation's capital stock that are beneficially owned 
by such stockholder, (iv) any material interest of such stockholder in 
such business, and (v) such other information regarding such business 
as would be required to be included in a proxy statement filed pursuant 
to the proxy rules of the Securities and Exchange Commission if such 
business had been proposed by the Board of Directors.  Notwithstanding 
anything in the Bylaws to the contrary, no business shall be brought 
before or conducted at an annual meeting, and the chairman of the 
meeting shall refuse to acknowledge the proposal of any such business, 
except in accordance with the provisions of this Section 12.  The 
officer of the Corporation or other person presiding at the annual 
meeting shall, if the facts so warrant, determine and declare to the 
meeting that business was not properly brought before the meeting in 
accordance with such provisions and, if he should so determine, he 
shall so declare to the meeting and any such business so determined to 
be not properly brought before the meeting shall not be transacted.

     (b)  At any special meeting of the stockholders, only such 
business shall be conducted as shall have been brought before the 
meeting by or at the direction of the Board of Directors.

     (c)  Notwithstanding this Section 12, only persons who are 
nominated in accordance with the procedures set forth in Article 
Thirteenth of the Certificate of Incorporation shall be eligible for 
election as directors.


                              ARTICLE II

                          Board of Directors

     Section 1.  General Powers.  The business and affairs of the 
Corporation shall be managed by the Board.  The Board may exercise all 
such authority and powers of the Corporation and do all such lawful 
acts and things as are not by statute or the Certificate of 
Incorporation directed or required to be exercised or done by the 
stockholders.

     Section 2.  Number and Qualifications.  The Board shall consist of 
not less than three nor more than twelve directors.  Only the 
directors, by a vote of a majority of the entire Board or amendment of 
these Bylaws, shall have the power from time to time to increase or 
decrease the number of directors to constitute the entire Board; but no 
decrease in the number of directors shall shorten the term of any 
incumbent director.  Any change in the number of directors which is so 
made by the Board shall be effective until such number be again so 
changed by the Board.  Each director shall be at least twenty-one years 
of age.  Directors need not be stockholders of the Corporation.

     Section 3.  Election and Term.  Except as provided in Paragraph 
(6) of Article Thirteenth of the Certificate of Incorporation relating 
to cumulative voting for the election of directors in certain instances 
at an annual or special meeting of stockholders, the directors shall be 
elected at the annual meeting of stockholders for the election of 
directors at which a quorum is present, and the persons receiving a 
plurality of the votes cast at such election shall be elected.  The 
directors, other than the directors who may be elected by the holders 
of any class or series of stock of the Corporation having preference 
over the Common Stock as to the election of directors under certain 
specified circumstances, shall be divided into three classes as 
provided in the Certificate of Incorporation: Class I to hold office 
initially for a term expiring at the 1986 Annual Meeting of 
Stockholders, Class II to hold office initially for a term expiring at 
the 1987 Annual Meeting of Stockholders and Class III to hold office 
initially for a term expiring at the 1988 Annual Meeting of 
Stockholders, with such directors to hold office until their successors 
are elected and qualified.  At each annual meeting of stockholders, the 
successors of the class of directors whose term expires at that meeting 
shall be elected to hold office for a three-year term expiring at the 
annual meeting of stockholders held in the third year following the 
year of their election.  Except as otherwise fixed pursuant to the 
provisions of the Certificate of Incorporation relating to the rights 
of the holders of any class or series of stock having preference as to 
the election of directors under certain circumstances, an increase or 
decrease shall be apportioned among the classes so as to maintain, as 
nearly as possible, an equal number of directors in each class.  Any 
director elected to fill a vacancy resulting from an increase in such 
class shall hold office for a term that shall coincide with the 
remaining term of that class.  In no event will a decrease in the 
number of directors shorten the term of any incumbent director.

     Section 4.  Place of Meetings.  Meetings of the Board may be held 
at such place, within or without the State of Delaware, as the Board 
may from time to time determine or as shall be specified in the notice 
or waiver of notice of such meeting.

     Section 5.  First Meeting.  The Board shall meet for the purpose 
of organization, the election of officers and the transaction of other 
business, as soon as practicable after each annual meeting of the 
stockholders, on the same day where such annual meeting shall be held.  
Notice of such meeting need not be given.  Such meeting may be held at 
any other time or place (within or without the State of Delaware) which 
shall be specified in a notice thereof given as hereinafter provided in 
Section 8 of this Article II.

     Section 6.  Regular Meetings.  Regular meetings of the Board shall 
be held at such time and place as the Board may from time to time 
determine.  If any day fixed for a regular meeting shall be a legal 
holiday at the place where the meeting is to be held, then the meeting 
which would otherwise be held on that day shall be held at the same 
hour on the next succeeding business day.  Notice of regular meetings 
of the Board need not be given except as otherwise required by statute 
or these Bylaws.

     Section 7.  Special Meetings.  Special meetings of the Board may 
be called by two or more directors of the Corporation or by the 
Chairman of the Board.

     Section 8.  Notice of Meetings.  Notice of each special meeting of 
the Board (and of each regular meeting for which notice shall be 
required) shall be given by the Secretary as hereinafter provided in 
this Section 8, in which notice shall be stated the time and place 
(within or without the State of Delaware) of the meeting.  Notice of 
each such meeting shall be delivered to each director either personally 
or by telephone, telegraph, cable or wireless, at least twenty-four 
hours before the time at which such meeting is to be held or by first-
class mail, postage prepaid, addressed to him at his residence, or 
usual place of business, at least three days before the day on which 
such meeting is to be held.  Notice of any such meeting need not be 
given to any director who shall, either before or after the meeting, 
submit a signed waiver of notice or who shall attend such meeting 
without protesting, prior to or at its commencement, the lack of notice 
to him.  Except as otherwise specifically required by these Bylaws, a 
notice or waiver of notice of any regular or special meeting need not 
state the purposes of such meeting.

     Section 9.  Quorum and Manner of Acting.  At all meetings of the 
Board a majority of the entire Board shall be necessary and sufficient 
to constitute a quorum for the transaction of business; provided, 
however, that 

     (i)     if the Chairman of the Board, if there is then elected and 
acting a Chairman of the Board, is present at any meeting of the Board; 
or

     (ii)     if by reason of catastrophe or emergency due to enemy 
action or otherwise a  majority of the entire Board is not available or 
capable of acting

one-third of the entire Board, but not less in any event than two 
directors, shall constitute a quorum for the transaction of business at 
any meeting of the Board.

     The act of a majority of the directors present at any meeting at 
which there is a quorum, as herein provided, shall be the act of the 
Board, except as may be otherwise specifically provided by law or by 
the Certificate of Incorporation or by these Bylaws.

     In the absence of a quorum at any meeting of the Board, a majority 
of the directors present thereat, or if no director be present, the 
Secretary, may adjourn such meeting to another time and place, or such 
meeting, unless it be the first meeting of the Board, need not be held.  
At any adjourned meeting at which a quorum is present, any business may 
be transacted which might have been transacted at the meeting as 
originally called.  Except as provided in Article III of these Bylaws, 
the directors shall act only as a Board and the individual directors 
shall have no power as such.

     Section 10.  Organization.  At each meeting of the Board, the 
Chairman of the Board (or, if there is no Chairman of the Board, or in 
his absence or inability to act, the President of the Corporation, or, 
in his absence or inability to act, another director chosen by a 
majority of the directors present) shall act as chairman of the meeting 
and preside thereat.  The Secretary (or, in his absence or inability to 
act, any person appointed by the Chairman) shall act as secretary of 
the meeting and keep the minutes thereof.

     Section 11.  Resignations.  Any director of the Corporation may 
resign at any time by giving written notice of his resignation to the 
Board or the President or the Secretary.  Any such resignation shall 
take effect at the time specified therein or, if the time when it shall 
become effective shall not be specified therein, immediately upon its 
receipt; and unless otherwise specified therein, the acceptance of such 
resignation shall not be necessary to make it effective.

     Section 12.  Vacancies.  Any director elected to fill a vacancy 
resulting from an increase in such class shall hold office for a term 
that shall coincide with the remaining term of that class.  In no event 
will a decrease in the number of directors shorten the term of any 
incumbent director.  Any vacancy on the Board of Directors that results 
from an increase in the number of directors may be filled only by a 
majority of the Board of Directors then in office, and any other 
vacancy occurring in the Board of Directors may be filled only by a 
majority of the directors then in office, although less than a quorum, 
or by a sole remaining director.  Any director elected to fill a 
vacancy not resulting from an increase in the number of directors shall 
have the same remaining terms as that of his or her predecessor.  If 
there are no directors in office, then an election of directors may be 
held in the manner provided by statutes.  If, at the time of filling 
any vacancy or any newly created directorship, the directors then in 
office shall constitute less than a majority of the whole board (as 
constituted immediately prior to any such increase), the Court of 
Chancery may, upon application of any stockholder or holders of at 
least ten percent of the votes of the shares at the time outstanding 
having the right to vote for such directors, summarily order an 
election to be held to fill any such vacancies or newly created 
directorships, or to replace the directors chosen by the directors then 
in office.  Except as otherwise provided in these Bylaws, when one or 
more directors shall resign from the Board, effective at a future date, 
a majority of the directors then in office, including those who have so 
resigned, shall have power to fill such vacancy or vacancies, the vote 
thereon to take effect when such resignation or resignations shall 
become effective, and each director so chosen shall hold office as 
provided in this section in the filling of other vacancies.

     Section 13.  Removal of Directors.   A director may be removed 
only for cause by the affirmative vote of a majority of the Board of 
Directors or a majority of the votes of the issued and outstanding 
stock entitled to vote for the election of directors of the Corporation 
given at a special meeting of the stockholders called and held for the 
purpose.

     Section 14.  Compensation.  The Board shall have authority to fix 
the compensation, including fees and reimbursement of expenses, of 
directors for services to the Corporation in any capacity, provided, no 
such payment shall preclude any director from serving the Corporation 
in any other capacity and receiving compensation therefor.

     Section 15.  Action Without Meeting.  Any action required or 
permitted to be taken at any meeting of the Board or of any committee 
thereof may be taken without a meeting if all members of the Board or 
committee, as the case may be, consent thereto in writing, and the 
writing or writings are filed with the minutes of proceedings of the 
Board or committee.

     Section 16.  Telephone Conference Meetings.  The members of the 
Board or any committee thereof designated by the Board, may participate 
in a meeting of the Board or any such committee of the Board by means 
of conference telephone by means of which all persons participating in 
the meeting can hear each other, and participation in a meeting 
pursuant to this Section 16 of Article II shall constitute presence in 
person at such meeting.

     Section 17. Independent Directors.  (a) Majority of Board's 
Nominees in Annual Proxy Statement for Election to Board of Directors 
to be Independent. A majority of the individuals to constitute the 
nominees of the Board of Directors for the election of whom the Board 
will solicit proxies from the stockholders for use at the Corporation's 
annual meeting shall consist of individuals who, on the date of their 
selection as the nominees of the Board of Directors, would be 
Independent Directors.

     (b) Directors Elected by Board of Directors. In the event the 
Board of Directors elects directors between annual meetings of 
stockholders, the number of such directors who qualify as Independent 
Directors on the date of their nomination shall be such that the 
majority of all directors holding office immediately thereafter shall 
have been Independent Directors on the date of the first of their 
nomination or selection as nominees of the Board of Directors.

     (c) Definition of Independent Director. For purposes of this 
Bylaw, the term "Independent Director" shall mean a director who: (i) 
is not and has not been employed by the Corporation or its subsidiaries 
in an executive capacity within five years immediately prior to the 
annual meeting at which the nominees of the Board of Directors will be 
voted upon; (ii) is not (and is not affiliated with a company or firm 
that is) a significant advisor or consultant to the Corporation or its 
subsidiaries; (iii) is not affiliated with a significant customer or 
supplier of the Corporation or its subsidiaries; (iv) does not have 
significant personal services contract(s) with the Corporation or its 
subsidiaries; (v) is not affiliated with a tax-exempt entity that 
receives significant contributions from the Corporation or its 
subsidiaries; and (vi) is not a spouse, parent, sibling or child of any 
person described by (i) through (v).

     (d) Interpretation and Application of This Bylaw. The Board of 
Directors shall have the exclusive right and power to interpret and 
apply the provisions of this Bylaw, including, without limitation, the 
adoption of written definitions of terms used in and guidelines for the 
application of this Bylaw (any such definitions and guidelines shall be 
filed with the Secretary, and such definitions and guidelines as may 
prevail shall be made available to any stockholder upon written 
request); any such definitions or guidelines and any other 
interpretation or application of the provisions of this Bylaw made in 
good faith shall be binding and conclusive upon all holders of the 
issued and outstanding capital stock of the Corporation, provided that, 
in the case of any interpretation or application of this Bylaw by the 
Board of Directors to a specific person which results in such person 
being classified as an Independent Director, the Board of Directors 
shall have determined that such person is independent of management and 
free from any relationship that, in the opinion of the Board of 
Directors, would interfere with such person's exercise of independent 
judgment as a Board member.


                              ARTICLE III

                     Executive and Other Committees

     Section 1.  Executive and Other Committees.  The Board may, by 
resolution passed by a majority of the whole Board, designate an 
Executive Committee and one or more committees, each committee to 
consist of three or more of the directors of the Corporation.  The 
Board may designate one or more directors as alternative members of any 
committee, who may replace any absent or disqualified member at any 
meeting of the committee.  Any such committee, to the extent provided 
in the resolution shall have and may exercise all powers of the Board 
in the management of the business and affairs of the Corporation which 
the Board may lawfully delegate, including the power to declare 
dividends and to authorize the issuance of stock, and may authorize the 
seal of the Corporation to be affixed to all papers which may require 
it; provided, however, that in the absence or disqualification of any 
member of such committee or committees, 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 the place of any such absent or 
disqualified member.  Each committee shall keep written minutes of its 
proceedings and shall report such minutes to the Board when required.  
All such proceedings shall be subject to revision or alteration by the 
Board; provided, however, that third parties shall not be prejudiced by 
such revision or alteration.

     Section 2.  General.  A majority of any committee may determine 
its action and fix the time and place of its meetings, unless the Board 
shall otherwise provide.  Special meetings of any committee may also be 
called by the Chairman of the Board.  Notice of such meetings shall be 
given to each member of the committee in the manner provided for in 
Article II, Section 8.  The Board shall have power at any time to fill 
vacancies in, to change the membership of, or to dissolve any such 
committee.

     Section 3. Compensation and Nominating Committees. The Board may, 
by resolution passed by a majority of the whole Board and in accordance 
with Section 1 of this Article III, designate a Compensation Committee 
and/or a Nominating Committee, each of which shall have such duties as 
may be assigned by the Board from time to time.  Each member of the 
Compensation Committee and each member of the Nominating Committee 
shall be an Independent Director (as that term is defined in Article 
II, Section 17 (c) of these Bylaws).


                             ARTICLE IV

                              Officers

     Section 1.  Number and Qualifications.  All officers of the 
Corporation shall be elected or appointed by the Board.  The officers 
shall be a President, one or more Vice Presidents, a Secretary, a 
Treasurer, and a Controller.  The Board may also elect a Chairman of 
the Board, a Vice Chairman of the Board, a Chairman of the Executive 
Committee, and one or more Assistant Secretaries, Assistant Treasurers, 
and Assistant Controllers, and the Board may designate any Vice 
President as an Executive Vice President, a Senior Vice President, or a 
Group Vice President.  Any two or more offices may be held by the same 
person.  The Chairman of the Board, the Vice Chairman of the Board, the 
Chairman of the Executive Committee, and the President shall be chosen 
from among the directors, but no other officer need be a director.

     Section 2.  Resignations.  Any officer of the Corporation may 
resign at any time by giving written notice of his resignation to the 
Board, the President or the Secretary.  Any such resignation shall take 
effect at the time specified therein, or, if the time when it shall 
become effective shall not be specified therein, immediately upon its 
receipt; and, unless otherwise specified therein, the  acceptance of 
such resignation shall not be necessary to make it effective.

     Section 3.  Removal.  Any officer or agent of the Corporation may 
be removed, either with or without cause, at any time, by the vote of 
the majority of the entire Board at any meeting of the Board, or, 
except in the case of an officer or agent elected or appointed by the 
Board, by the Chairman of the Board.  Such removal shall be without 
prejudice to the contractual rights, if any, of the person so removed.

     Section 4.  Vacancies.  A vacancy in any office, whether arising 
from death, resignation, removal or any other cause, may be filled for 
the unexpired portion of the term of the office which shall be vacant, 
in the manner prescribed in these Bylaws for the regular election or 
appointment to such office.

     Section 5.  The Chairman of the Board.  The Chairman of the Board 
shall preside at and be Chairman of all meetings of the stockholders 
and of the Board, if present.  The Chairman of the Board shall be the 
chief executive officer of the Corporation and shall have general 
supervision and authority over the business and affairs of the 
Corporation subject to the control of the Board, and he shall perform 
such other duties as may be prescribed from time to time by the Board.  
In the absence or inability of the Chairman of the Board to act, or in 
the event of a vacancy in the office of Chairman of the Board, the 
President of the Corporation shall have all the rights and powers and 
shall perform all the duties of the Chairman of the Board as are vested 
in or required of him by these Bylaws.

     Section 6.  The President.  The President shall be the chief 
operating officer of the Corporation and shall perform such duties as 
may be prescribed from time to time by the Chairman of the Board.

     Section 7.  Vice Presidents.  Each Vice President shall perform 
such duties and have such powers as shall from time to time be 
prescribed by the Board or as shall from time to time be assigned to 
him by the Chairman of the Board.

     Section 8.  Secretary.  The Secretary shall act as custodian of 
the minutes of all meetings of the Board and of the stockholders and 
any committees of the Board which keep formal minutes, shall have 
charge of the corporate seal and the corporate minute books and shall 
make such reports and perform such other duties as may be assigned to 
him from time to time by the Board or the Chairman of the Board.  The 
Assistant Secretaries, or any of them, shall perform such duties of the 
Secretary as may from time to time be assigned to them by the Board, 
the Chairman of the Board, or the Secretary.

     Section 9.  Treasurer.  The Treasurer shall have custody of all 
moneys and securities of the Corporation, and shall have responsibility 
for disbursement of the funds of the Corporation and shall make payment 
of the just demands on the Corporation as may be ordered by the Board, 
shall invest surplus cash of the Corporation and manage its investment 
portfolio under the direction of the Board, shall prepare and file tax 
returns and pay all proper taxes of the Corporation and shall render to 
the Board from time to time as may be required of him an account of all 
his transactions and activities as Treasurer.  The Treasurer shall also 
perform such other duties as may be assigned to him from time to time 
by the Board, the Chairman of the Board or by the Vice President-
Finance if there be an officer elected by the Board and serving in that 
office at the time.  The Assistant Treasurers, or any of them, shall 
perform such of the duties of the Treasurer as may from time to time be 
assigned to them by the Board, the Chairman of the Board or the Vice 
President-Finance, if there be an officer elected by the Board and 
serving in that office at the time, or the Treasurer.

     Section 10.  Controller.  The Controller shall provide and 
maintain a system of accounts and accounting records of the 
Corporation, shall prepare from time to time and render to the Board 
accounts of the financial condition of the Corporation as may be 
required, shall provide and administer a system of internal financial 
controls, and shall audit the books, records and affairs of the 
Corporation.  The Controller shall also perform such other duties as 
may from time to time be assigned to him by the Board, the Chairman of 
the Board or by the Vice President-Finance if there be an officer 
elected by the Board and serving in that office at the time.  The 
Assistant Controllers, or any of them, shall perform such of the duties 
of the Controller as may from time to time be assigned to them by the 
Board, the Chairman of the Board, the Vice President-Finance if there 
be an officer elected by the Board and serving in that office at the 
time, or the Controller.

     Section 11.  Other Officers and Agents.  The Board may from time 
to time appoint such other officers and agents as it shall deem proper.  
Each person so appointed shall hold the office to which appointed at 
the pleasure of the Board and shall exercise such powers and perform 
such duties as shall be determined from time to time by the Board.

     Section 12.  Delegation of Authority.  In case of the absence of 
any officer of the Corporation, or for any other reason that the Board 
may deem sufficient, the Board may delegate for the time being the 
powers and duties of any of them to such other officer or person as the 
Board shall determine.

     Section 13.  Officers' Bonds or Other Securities.  If required by 
the Board, any officer of the Corporation shall give a bond or other 
security for the faithful performance of his duties, in such amount and 
with such surety or sureties as the Board may require.

     Section 14.  Compensation.  The compensation of the officers of 
the Corporation for their services as such officers shall be fixed from 
time to time by the Board; provided, however, that the Board may 
delegate to a committee designated by the Board the power to fix the 
compensation of officers of the Corporation.  An officer of the 
Corporation shall not be prevented from receiving compensation by 
reason of the fact that he is also a director of the Corporation, but 
any such officer who shall also be a director shall not have any vote 
in the determination of the amount of compensation paid to him.

     Section 15.  Voting Corporation's Securities.  The Chairman of the 
Board shall have full power and authority on behalf of the Corporation, 
in person or by proxy, to attend and to act and to vote at any meetings 
of security holders of corporations in which the Corporation may hold 
securities, and at such meetings, he or his proxy shall possess and may 
exercise any and all rights and powers incident to the ownership of 
such securities and which as the owner thereof the Corporation might 
have possessed or exercised, if present.  The Board may by resolution 
from time to time confer like powers upon any other person or persons.


                              ARTICLE V

                           Indemnification

     Section 1.  Director Liability.  A director of the Corporation 
shall not be personally liable to the Corporation or its stockholders 
for monetary damages for breach of fiduciary duty as a director, except 
for liability (i) for any breach of the director's duty of loyalty to 
the Corporation or its stockholders, (ii) for acts or omissions not in 
good faith or which involve intentional misconduct or a knowing 
violation of law, (iii) under Section 174 of the Delaware General 
Corporation Law, or (iv) for any transaction from which the director 
derived any improper personal benefit.  If the Delaware General 
Corporation Law is amended after approval by the stockholders of the 
proposed amendment of Article FIFTEENTH of the Restated Certificate of 
Incorporation to authorize corporate action further eliminating or 
limiting the personal liability of directors, then the liability of a 
director of the Corporation shall be eliminated or limited to the 
fullest extent permitted by the Delaware General Corporation Law, as so 
amended.  Any repeal or modification of this Section 1 by the 
stockholders of the Corporation shall not adversely affect any right or 
protection of a director of the Corporation existing at the time of 
such repeal or modification.

     Section 2.  Indemnification.  Each person who was or is made a 
party or is threatened to be made a party to or is otherwise involved 
in any action, suit or proceeding, whether civil, criminal, 
administrative or investigative (hereinafter a "proceeding"), by reason 
of the fact that he or she is or was a director or officer of the 
Corporation or is or was serving at the request of the Corporation as a 
director, officer, employee or agent of another corporation or of a 
partnership, joint venture, trust or other enterprise, including 
service with respect to an employee benefit plan (hereinafter an 
"indemnitee"), whether the  basis of such proceeding is alleged action 
in an official capacity as a director, officer, employee or agent or in 
any other capacity while serving as a director, officer, employee or 
agent, shall be indemnified and held harmless by the Corporation to the 
fullest extent authorized by the Delaware General Corporation Law, as 
the same exists or may hereafter be amended (but, in the case of any 
such amendment, only to the extent that such amendment permits the 
Corporation to provide broader indemnification rights than permitted 
prior thereto), against all expense, liability and loss (including 
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and 
amounts paid in settlement) reasonably incurred or suffered by such 
indemnitee in connection therewith and such indemnification shall 
continue as to an indemnitee who has ceased to be a director, officer, 
employee or agent and shall inure to the benefit of the indemnitee's 
heirs, executors and administrators; provided, however, that, except as 
provided in Section 3 of this Article V with respect to proceedings to 
enforce rights to indemnification, the Corporation shall indemnify any 
such indemnitee in connection with a proceeding (or part thereof) 
initiated by such indemnitee only if such proceeding (or part thereof) 
was authorized by the board of directors of the Corporation.  The right 
to indemnification conferred in this Article V shall be a contract 
right and shall include the right to be paid by the Corporation the 
expenses incurred in defending any such proceeding in advance of its 
final disposition (hereinafter an "advancement of expenses"); provided, 
however, that, if the Delaware General Corporation Law requires, an 
advancement of expenses incurred by an indemnitee in his or her 
capacity as a director or officer (and not in any other capacity in 
which service was or is rendered by such indemnitee, including, without 
limitation, service to an employee benefit plan) shall be made only 
upon delivery to the Corporation of an undertaking (hereinafter an 
"undertaking"), by or on behalf of such indemnitee, to repay all 
amounts so advanced if it shall ultimately be determined by final 
judicial decision from which there is no further right to appeal 
(hereinafter a "final adjudication") that such indemnitee is not 
entitled to be indemnified for such expenses under this Section or 
otherwise.

     Section 3.  Suits by Indemnitees.  If a claim under Section 2 of 
this Article V is not paid in full by the Corporation within sixty days 
after a written claim has been received by the Corporation, except in 
the case of a claim for an advancement of expenses, in which case the 
applicable period shall be twenty days, the indemnitee may at any time 
thereafter bring suit against the Corporation to recover the unpaid 
amount of the claim.  If successful in whole or in part in any such 
suit, or in a suit brought by the Corporation to recover an advancement 
of expenses pursuant to the terms of an undertaking, the indemnitee 
shall be entitled to be paid also the expense of prosecuting or 
defending such suit.  In (i) any suit brought by the indemnitee to 
enforce a right to indemnification hereunder (but not in a suit brought 
by the indemnitee to enforce a right to an advancement of expenses) it 
shall be a defense that, and (ii) in any suit by the Corporation to 
recover an advancement of expenses pursuant to the terms of an 
undertaking the Corporation shall be entitled to recover such expenses 
upon a final adjudication that, the indemnitee has not met the 
applicable standard of conduct set forth in the Delaware General 
Corporation Law.  Neither the failure of the Corporation (including its 
board of directors, independent legal counsel, or its stockholders) to 
have made a determination prior to the commencement of such suit that 
indemnification of the indemnitee is proper in the circumstances 
because the indemnitee has met the applicable standard of conduct set 
forth in the Delaware General Corporation Law, nor an actual 
determination by the Corporation (including its board of directors, 
independent legal counsel, or its stockholders) that the indemnitee has 
not met such applicable standard of conduct, shall create a presumption 
that the indemnitee has not met the applicable standard of conduct or, 
in the case of such a suit brought by the indemnitee, be a defense to 
such suit.  In any suit brought by the indemnitee to enforce a right to 
indemnification or to an advancement of expenses hereunder, or by the 
Corporation to recover an advancement of expenses pursuant to the terms 
of an undertaking, the burden of proving that the indemnitee is not 
entitled to be indemnified, or to such advancement of expenses, under 
this Section or otherwise shall be on the Corporation.

     Section 4.  Non-Exclusive Nature of Indemnification.  The rights 
to indemnification and to the advancement of expenses conferred in this 
Article V shall not be exclusive of any other right which any person 
may have or hereafter acquire under any statute, the certificate of 
incorporation, these Bylaws, agreement, vote of stockholders or 
disinterested directors or otherwise.

     Section 5.  Insurance.  The Corporation may maintain insurance, at 
its expense, to protect itself and any director, officer, employee or 
agent of the Corporation or other corporation, partnership, joint 
venture, trust or other enterprise against any expense, liability or 
loss, whether or not the Corporation would have the power to indemnify 
such person against such expense, liability or loss under the Delaware 
General Corporation Law.

     Section 6.  Other Designated Persons Entitled to Indemnification.  
The Corporation may, to the extent authorized from time to time by the 
board of directors, grant rights to indemnification, and to the 
advancement of expenses to any employee or agent of the Corporation to 
the fullest extent of the provisions of this Article V with respect to 
the indemnification and advancement of expenses of directors and 
officers of the Corporation.

     Section 7.  Indemnification Agreements.  The Corporation shall 
have the express authority to enter such agreements as the board of 
directors deems appropriate for the indemnification of present or 
future directors and officers of the Corporation in connection with 
their service to, or status with, the Corporation or any other 
corporation, entity or enterprise with whom such person is serving at 
the express written request of the Corporation.


                              ARTICLE VI

          Deeds, Contract, Checks, Drafts, Bank Accounts, Etc.

     Section 1.  Deeds, Contracts and Other Instruments.  Deeds, 
mortgages, leases, contracts, and other instruments requiring the 
signature of the Corporation shall be signed in such manner and by such 
officer or officers or other person or persons as the Board may from 
time to time prescribe.  Unless authorized by the Board, an officer or 
agent or employee shall not have any power or authority to bind the 
Corporation by any contract or engagement or to pledge its credit or to 
render it pecuniarily liable for any purpose or to any amount.

     Section 2.  Checks, Drafts and Notes.  All checks or demands for 
money and notes of the Corporation shall be signed by such officer or 
officers or such other person or persons as may from time to time be 
designated by the Board or by any officer or officers or person or 
persons authorized to so designate by the Board.  Facsimile signatures 
may be authorized in any such case where authorized by the Board.

     Section 3.  Deposits.  All funds of the Corporation not otherwise 
employed shall be deposited from time to time to the credit of the 
Corporation in such banks, trust companies or other depositaries as the 
Board may from time to time designate or as may be designated by any 
officer or officers of the Corporation to whom such power of 
designation may from time to time be delegated by the Board.  For the 
purpose of deposit and for the purpose of collection for the account of 
the Corporation, checks, drafts and other orders for the payment of 
money which are payable to the order of the Corporation may be 
endorsed, assigned and delivered by any officer or agent of the 
Corporation, or in such other manner as the Board may determine by 
resolution.

     Section 4.  General and Special Bank Accounts.  The Board may from 
time to time authorize the opening and keeping of general and special 
bank accounts with such banks, trust companies or other depositaries as 
the Board may designate or as may be designated by any officer or 
officers of the Corporation to whom such power of designation may from 
time to time be delegated by the Board.  The Board may make such 
special rules and regulations with respect to such bank accounts, not 
inconsistent with the provisions of these Bylaws, as it may deem 
expedient.


                             ARTICLE VII

                             Shares, Etc.

     Section 1.  Stock Certificates.  Each holder of stock of the 
Corporation shall be entitled to have a certificate, in such form as 
shall be approved by the Board, certifying the number of shares of 
stock of the Corporation owned by him.  The certificates representing 
shares of stock shall be signed in the name of the Corporation by the 
Chairman of the Board or the President or a Vice President and by the 
Secretary or an Assistant Secretary or the Treasurer or an Assistant 
Treasurer and sealed with the seal of the Corporation (which seal may 
be a facsimile, engraved or printed); provided, however, if such 
certificate is countersigned (1) by a transfer agent other than the 
Corporation or its employee, or, (2) by a registrar other than the 
Corporation or its employee, any other signature on the certificate may 
be a facsimile.  In case any officer, transfer agent, or registrar who 
has signed or whose facsimile signature has been placed upon a 
certificate shall have ceased to be such officer, transfer agent, or 
registrar before such certificate is issued, it may be issued by the 
Corporation with the same effect as if he were such officer, transfer 
agent, or registrar at the date of issue.

     Section 2.  Books of Account and Record of Stockholders.  The 
books and records of the Corporation may be kept at such places, within 
or without the State of Delaware, as the Board may from time to time 
determine.  The stock record books and the blank stock certificate 
books shall be kept by the Secretary or by any other officer or agent 
designated by the Board.

     Section 3.  Transfer of Shares.  Transfer of shares of stock of 
the Corporation shall be made on the stock records of the Corporation 
only upon authorization by the registered holder thereof, or by his 
attorney thereunto authorized by power of attorney duly executed and 
filed with the Secretary or with a transfer agent or transfer clerk, 
and on surrender of the certificate or certificates for such shares 
properly endorsed or accompanied by a duly executed stock transfer 
power and the payment of all taxes thereon.  Except as otherwise 
provided by law, the Corporation shall be entitled to recognize the 
exclusive right of a person in whose name any share or shares stand on 
the record of stockholders as the owner of such share or shares for all 
purposes, including, without limitation, the rights to receive 
dividends or other distributions, and to vote as such owner, and the 
Corporation may hold any such stockholder of record liable for calls 
and assessments and the Corporation shall not be bound to recognize any 
equitable or legal claim to or interest in any such share or shares on 
the part of any person whether or not it shall have express or other 
notice thereof.  Whenever any transfers of shares shall be made for 
collateral security and not absolutely, and both the transferor and 
transferee request the Corporation to do so, such fact shall be stated 
in the entry of the transfer.

     Section 4.  Regulations.  The Board may make such additional rules 
and regulations, not inconsistent with these Bylaws, as it may deem 
expedient concerning the issue, transfer and registration of 
certificates for shares of stock of the Corporation.  It may appoint, 
or authorize any officer or officers to appoint, one or more transfer 
agents or one or more transfer clerks and one or more registrars and 
may require all certificates for shares of stock to bear the signature 
or signatures of any of them.

     Section 5.  Lost, Destroyed or Mutilated Certificates.  The holder 
of any certificate representing shares of stock of the Corporation 
shall immediately notify the Corporation of any loss, destruction or 
mutilation of such certificate, and the Corporation may issue a new 
certificate of stock in the place of any certificate theretofore issued 
by it which the owner thereof shall allege to have been lost, stolen, 
or destroyed or which shall have been mutilated, and the Board may, in 
its discretion, require such owner or his legal representatives to give 
to the Corporation a bond in such sum, limited or unlimited, and in 
such form and with such surety or sureties as the Board in its absolute 
discretion shall determine, to indemnify the Corporation against any 
claim that may be made against it on account of the alleged loss, 
theft, or destruction of any such certificate, or the issuance of a new 
certificate.  Anything herein to the contrary notwithstanding, the 
Board, in its absolute discretion, may refuse to issue any such new 
certificate, except pursuant to legal proceedings under the laws of the 
State of Delaware.

     Section 6.  Stockholder's Right of Inspection.  No stockholder 
shall have any right to inspect any book, account, record or other 
document of the Corporation unless such right shall be conferred upon 
him by an express statutory provision or by resolution duly adopted by 
the Board or by the stockholders.

     Section 7.  Fixing of Record Date.  In order that the Corporation 
may determine the stockholders entitled to notice of or to vote at any 
meeting of stockholders or any adjournment thereof, or to express 
consent to corporate action in writing without a meeting, or entitled 
to receive payment of any dividend or other distribution or allotment 
of any rights, or entitled to exercise any rights in respect of any 
change, conversion or exchange of stock or for the purpose of any other 
lawful action, the Board may fix, in advance, a record date, which 
shall not be more than sixty nor less than ten days before the date of 
such meeting, nor more than sixty days prior to any other action.  A 
determination of stockholders of record entitled to notice of or to 
vote at a meeting of stockholders shall apply to any adjournment of the 
meeting; provided, however, that the Board may fix a new record date 
for the adjourned meeting.


                            ARTICLE VIII

                 Catastrophe or Emergency Conditions

     Section 1.  Emergency Management Committee.  Anything in these 
Bylaws to the contrary notwithstanding, the management of the property 
and business of the Corporation shall automatically vest in the 
Emergency Management Committee, hereafter provided for, during any 
period of catastrophe or emergency due to enemy action or otherwise 
where as a result a quorum of the Board is not available or capable of 
acting.

     Section 2.  Selection and Powers.  The Board may from time to time 
determine who shall be members of the Emergency Management Committee, 
the number thereof required to constitute a quorum, and the powers 
which such committee shall have.  Unless and until so determined by the 
Board the following shall apply:

          Members.  The members of the Emergency Management Committee 
shall consist of all readily available directors and all readily 
available officers of the Corporation other than Assistant Secretaries 
and Assistant Treasurers.  Two members shall constitute a quorum; and

          Powers.  During the period of catastrophe or emergency and 
until a quorum of the Board can be convened, the Emergency Management 
Committee shall have and exercise all powers and duties of the Board in 
the management of the property and business of the Corporation; 
provided, however, that such committee shall be without power
     
          (a)     to fill vacancies in the Board of any committee; or

          (b)     to sell, mortgage or otherwise dispose of all or any 
substantial portion of the Corporation's assets; or

          (c)     to authorize any contract other than in the ordinary 
course of business.

     Section 3.  Assumption of Offices During Emergency.  The Board or 
the Executive Committee may by resolution determine what person or 
persons shall during any period of emergency or catastrophe, when the 
office of the President or any other office be vacant or the President 
or any other officer be absent or unable to act, assume the power and 
duties of the President or of any other officer of the Corporation, the 
manner of selecting the same, and under what circumstances and for what 
duration they shall act.  The person or persons so appointed, shall 
during any such period have and exercise all of the powers and duties 
of the President or such other office.

     Section 4.  Board of Directors to Resume Control.  The Emergency 
Management Committee shall attempt to convene a quorum of the Board at 
the earliest possible date after the occurrence of an event described 
in Section 1 of this Article VIII.  In the event that it appears 
impossible to convene such a quorum, the Emergency Management Committee 
shall call a special meeting of stockholders at the earliest 
practicable date to remove directors who are unable to act and to elect 
new directors to fill vacancies caused by death or by such removals.  
As soon as a quorum can be convened, the Board shall resume the 
management of the property and business of the Corporation, and the 
Emergency Management Committee shall thereupon be discharged.

     Section 5.  Powers of Board of Directors.  The Board is hereby 
authorized from time to time to make any other or additional or 
contrary provisions for the continued management of the property and 
business of the Corporation during any period of catastrophe or 
emergency of sufficient severity to prevent the Board from exercising 
such management as contemplated in these Bylaws.


                              ARTICLE IX

                               Offices

     Section 1.  Registered Office.  The registered office of the 
Corporation in the State of Delaware shall at be 1209 Orange Street, 
Wilmington, Delaware.  The name of the resident agent in charge thereof 
shall be The Corporation Trust Company.

     Section 2.  Other Offices.  The Corporation may also have an 
office or offices other than said principal office at such place or 
places, either within or without the State of Delaware, as the Board 
shall from time to time determine or the business of the Corporation 
may require.


                              ARTICLE X

                             Fiscal Year

     The fiscal year of the Corporation shall begin on the first day of 
March in each year and shall end on the last day of February next 
following unless otherwise determined by the Board.


                             ARTICLE XI

                                Seal

     The Board shall provide a corporate seal, which shall be in the 
form of the name of the Corporation and the words "Corporate Seal, 
Delaware."


                            ARTICLE XII

                             Amendments

     Except for Section 11 of Article I and Sections 3, 12 and 13 of 
Article II of these Bylaws, these Bylaws may be amended or repealed, or 
new Bylaws may be adopted, at any annual or special meeting of the 
stockholders, by a majority of the total votes validly cast thereon 
provided, however, that the notice of such meeting shall have been 
given as provided in these Bylaws, which notice shall mention that 
amendment or repeal of these Bylaws, or the adoption of new Bylaws, is 
one of the purposes of such meeting.  These Bylaws may also be amended 
or repealed, or new Bylaws may be adopted, by the Board; provided, 
however, that Bylaws adopted by the Board may be amended or repealed by 
the stockholders as hereinabove provided.  Notwithstanding the 
foregoing, Section 11 of Article I and Sections 3, 12 and 13 of Article 
II of these Bylaws shall not be altered, amended or repealed and no 
provisions inconsistent therewith shall be adopted without the 
affirmative vote of the holders of 80% of all shares of stock of the 
Corporation entitled to vote on all matters that may come before each 
meeting of stockholders, voting together without regard to class.