Exhibit 3.2

                                                         Page 85 of 181  <PAGE>


                                BY-LAWS

                                  OF

           BURLINGTON COAT FACTORY WAREHOUSE CORPORATION

              (hereinafter called the "Corporation")

                            ARTICLE I

                             OFFICES

               Section 1.  Registered Office.  The registered
     office of the Corporation shall be in the City of Dover,
     County of Kent, State of Delaware.

               Section 2.  Other Offices. The Corporation may
     also have offices at such other places both within and
     without the State of Delaware as the Board of Directors
     may from time to time determine.

                            ARTICLE II

                     MEETINGS OF STOCKHOLDERS

               Section 1.  Place of Meetings.  Meetings of
     the stockholders for the election of directors or for
     any other purpose shall be held at such time and place,
     either within or without the State of Delaware as shall
     be designated from time to time by the Board of
     Directors and stated in the notice of the meeting or in
     a duly executed waiver of notice thereof.

               Section 2. Annual Meetings. The Annual Meet-

                                                         Page 86 of 181 <PAGE>
     ing of Stockholders shall be held on such date and at
     such time as shall be designated from time to time by the
     Board of Directors and stated in the notice of the meet-
     ing, at which meeting the stockholders shall elect by a
     plurality vote a class of the Board of Directors as set
     forth in the Certificate of Incorporation, and transact
     such other business as may properly be brought before the
     meeting.  Written notice of the Annual Meeting stating
     the place, date and hour of the meeting shall be given to
     each stockholder entitled to vote at such meeting not
     less than twenty nor more than sixty days before the date
     of the meeting.

     Section 3.  Special Meetings. Unless otherwise
     prescribed by law or by the Certificate of Incorporation,
     Special Meetings of Stockholders, for any purpose or
     purposes, may be called by either (i) the Chairman, if
     there be one, or (ii) the President, (iii) any Vice Pres-
     ident, if there be one, (iv) the Secretary or (v) any
     Assistant Secretary, if there be one, and shall be called
     by any such officer at the request in writing of a major-
     ity of the Board of Directors or of stockholders owning a
     majority of the capital stock of the Corporation issued
     and outstanding and entitled to vote.  Such request shall
     state the purpose or purposes of the proposed meeting.
     Written notice of a Special Meeting stating the place,
    

                                  2

                                                          Page 87 of 181 <PAGE>
                                
     date and hour of the meeting and the purpose or purposes
     for which the meeting is called shall be given not less
     than twenty nor more than sixty days before the date of
     the meeting to each stockholder entitled to vote at such
     meeting.

               Section 4.  Quorum.  Except as otherwise pro-
     vided by law or by the Certificate of Incorporation, the
     holders of a majority of the capital stock issued and
     outstanding and entitled to vote thereat, present in
     person or represented by proxy, shall constitute a quorum
     at all meetings of the stockholders for the transaction
     of business.  If, however, such quorum shall not be pre-
     sent or represented at any meeting of the stockholders,
     the stockholders entitled to vote thereat, present in
     person or represented by proxy, shall have power to ad-
     journ the meeting from time to time, without notice other
     than announcement at the meeting, until a quorum shall be
     present or represented, provided, however, that 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 entitled to vote at the meeting.  At
     any such adjourned meeting at which a quorum shall be
     present or represented, any business may be transacted
                             3

                                                          Page 88 of 181  <PAGE>
     which might have been transacted at the meeting as origi-
     nally noticed.
               
               Section 5.  Voting.  Unless otherwise required
     by law, the Certificate of Incorporation or these By-
     Laws, any question brought before any-meeting of stock
     holders shall be decided by the vote of the holders of a
     majority of the stock represented and entitled to vote
     thereat.  Each stockholder represented at a meeting of
     stockholders shall be entitled to cast one vote for each
     share of the capital stock entitled to vote thereat held
     by such stockholder.  Such votes may be cast in person or
     by proxy but no proxy shall be voted on or after three
     years from its date, unless such proxy provides for a
     longer period.  The Board of Directors, in its discre-
     tion, or the officer of the Corporation presiding at a
     meeting of stockholders, in his discretion, may require
     that any votes cast at such meeting shall be cast by
     written ballot.

               Section 6.  Consent of Stockholders in Lieu of
     Meeting.  Unless otherwise provided in the Certificate of
     Incorporation, any action required or permitted to be
     taken at any Annual or Special Meeting of Stockholders of
     the Corporation, may be taken without a meeting, without
     prior notice and without a vote, if a consent in writing,
     

                             4                               
                                                        Page 88 of 181 <PAGE>

     setting forth the act in so taken, shall be signed by the
     holders of outstanding stock having not less than the
     minimum number of votes that would be necessary to autho-
     rize or take such action at a meeting at which all shares
     entitled to vote thereon were present and voted.  Prompt
     notice of the taking of the corporate action without a
     meeting by less than unanimous written consent shall be
     given to those stockholders who have not consented in
     writing.

               Section 7.  List of Stockholders Entitled to
     Vote.  The officer of the Corporation who has charge of
     the stock ledger of the Corporation shall prepare and
     make, at least ten days before every meeting of stock-
     holders, 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
     

                             5                               
                                                         Page 90 of 181 <PAGE>

                            
     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 of the Corporation who is
     present.

               Section 8.  Stock Ledger.  The stock ledger of
     the Corporation shall be the only evidence as to who are
     the stockholders entitled to examine the stock ledger,
     the list required by Section 7 of this Article II or the
     books of the Corporation, or to vote in person or by
     proxy at any meeting of stockholders.

                            ARTICLE III

                             DIRECTORS

               Section 1.  Number and Election of Directors.
     The number of directors of the Corporation which shall
     constitute the entire Board of Directors shall be such
     number as initially fixed by the Incorporator and there-
     after as fixed by the Board of Directors in accordance
     with the Certificate of Incorporation.  Except as provid-
     ed in Section 2 of this Article, directors shall be
     elected by a plurality of the votes cast at Annual Meet-
     ings of Stockholders, and each director so elected shall
     hold office until the next Annual Meeting and until his
     successor is duly elected and qualified, or until his
     earlier resignation or removal.  Any director may resign
     
                                6                           
                                                         Page 91 of 181 <PAGE>

                                 
     at any time upon notice to the Corporation. Directors
     need not be stockholders.

               Section 2.  Vacancies.  Vacancies and newly
     created directorships resulting from any increase in the
     authorized number of directors, death, resignation or
     removal may be filled by the directors then in office in
     accordance with the Certificate of Incorporation.

               Section 3.  Duties and Powers.  The business of
     the Corporation shall be managed by or under the direc-
     tion of the Board of Directors which may exercise all
     such powers of the Corporation and do all such lawful
     acts and things as are not by statute or by the Certifi-
     cate of Incorporation or by these By-Laws directed or
     required to be exercised or done by the stockholders.

               Section 4.  Meetings. The Board of Directors of
     the Corporation may hold meetings, both regular and spe-
     cial, either within or without the State of Delaware.
     Regular meetings of the Board of Directors may be held
     without notice at such time and at such place as may from
     time to time be determined by the Board of Directors.
     Special meetings of the Board of Directors may be called
     by the Chairman, if there be one, the President, or any
     two directors.  Notice thereof stating the place, date
     and hour of the meeting shall be given to each director


                             7                                 
                                                        Page 92 of 181  <PAGE>

                              
     either by mail not less than forty-eight (48) hours be-
     fore the date of the meeting, by telephone or telegram on
     twenty-four (24) hours' notice, or on such shorter notice
     as the person or persons calling such meeting may deem
     necessary or appropriate in the circumstances.

               Section 5.  Quorum.  Except as may be otherwise
     specifically provided by law, the Certificate of Incorpo-
     ration or these By-Laws, at all meetings of the Board of
     Directors, a majority of the entire Board of Directors
     shall 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.  If a quorum shall not be present
     at any meeting of the Board of Directors, the directors
     present thereat may adjourn the meeting from time to
     time, without notice other than announcement at the meet-
     ing, until a quorum shall be present.

               Section 6.  Actions of Board.  Unless otherwise
     provided by the Certificate of Incorporation or these By-
     Laws, any action required or permitted to be taken at any
     meeting of the Board of Directors or of any committee
     thereof may be taken without a meeting, if all the mem-
     bers of the Board of Directors or committee, as the case
     may be, consent thereto in writing, and the writing or
     
                                8                           
                                                         Page 93 of 181 <PAGE>

     writings are filed with the minutes of proceedings of the
     Board of Directors or committee.

               Section 7.  Meetings by Means of Conference
     Telephone.  Unless otherwise provided by the Certificate
     of Incorporation or these By-Laws, members of the Board
     of Directors of the Corporation, or any committee desig-
     nated by the Board of Directors, may participate in a
     meeting of the Board of Directors or such committee by
     means of a conference telephone or similar communications
     equipment by means of which all persons participating in
     the meeting can hear each other, and participation in a
     meeting pursuant to this Section 7 shall constitute pres-
     ence in person at such meeting.

               Section 8.  Committees.  The Board of Directors
     may, by resolution passed by a majority of the entire
     Board of Directors, designate one or more committees,
     each committee to consist of two or more of the directors
     of the Corporation.  The Board of Directors may designate
     one or more directors as alternate members of any commit-
     tee, who may replace any absent or disqualified member at
     any meeting of any such committee.  In the absence or
     disqualification of a member of a committee, and in the
     absence of a designation by the Board of Directors of an
     alternate member to replace the absent or disqualified
     
                             9                                 
                                                          Page 94 of 181 <PAGE>
                              
     member, 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 of Directors to act at the
     meeting in the place of any absent or disqualified mem-
     ber.  Any committee, to the extent allowed by law and
     provided in the resolution establishing such committee,
     shall have and may exercise all the powers and authority
     of the Board of Directors in the management of the busi-
     ness and affairs of the Corporation.  Each committee
     shall keep regular minutes and report to the Board of
     Directors when required.

               Section 9.  Compensation. The directors may be
     paid their expenses, if any, of attendance at each meet-
     ing of the Board of Directors and may be paid a fixed sum
     for attendance at each meeting of the Board of Directors
     or a stated salary as director.  No such payment shall
     preclude any director from serving the Corporation in any
     other capacity and receiving compensation therefor.  Mem-
     bers of special or standing committees may be allowed
     like compensation for attending committee meetings.

               Section 10.  Interested Directors.  No contract
     or transaction between the Corporation and one or more of
     its directors or officers, or between the Corporation and
     
                             10                               
                                                         Page 95 of 181 <PAGE>


     any other corporation, partnership, association, or other
     organization in which one or more of its directors or
     officers are directors or officers, or have a financial
     interest, shall be void or voidable solely for this rea-
     son, or solely because the director or-officer is present
     at or participates in the meeting of the Board of Direc-
     tors or committee thereof which authorizes the contract
     or transaction, or solely because his or their votes are
     counted for such purpose if (i) the material facts as to
     his or their relationship or interest and as to the con-
     tract or transaction are disclosed or are known to the
     Board of Directors or the committee, and the Board of
     Directors or committee in good faith authorizes the con-
     tract or transaction by the affirmative votes of a major-
     ity of the disinterested directors, even though the dis-
     interested directors be less than a quorum; or (ii) the
     material facts as to his or their relationship or inter-
     est and as to the contract or transaction are disclosed
     or are known to the stockholders entitled to vote there-
     on, and the contract or transaction is specifically ap-
     proved in good faith by vote of the stockholders; or
     (iii) the contract or transaction is fair as to the Cor-
     poration as of the time it is authorized, approved or
     ratified, by the Board of Directors, a committee thereof
     
                             11                             
                                                          Page 96 of 181 <PAGE>


     or the stockholders.  Common or interested directors may
     be counted in determining the presence of a quorum at a
     meeting of the Board of Directors or of a committee which
     authorizes the contract or transaction.
     
     
     
     
     
     
                             12                                   
                                                          Page 97 of 181 <PAGE>

                              
                         ARTICLE IV

                          OFFICERS

               Section 1.  General.  The officers of the Cor-
     poration shall be chosen by the Board of Directors and
     shall be a President, a Secretary and a Treasurer.  The
     Board of Directors, in its discretion, may also choose a
     Chairman of the Board of Directors (who must be a direc-
     tor) and one or more Vice-Presidents, Assistant Secretar-
     ies, Assistant Treasurers and other officers.  Any number
     of offices may be held by the same person, unless other-
     wise prohibited by law, the Certificate of Incorporation
     or these By-Laws.  The officers of the Corporation need
     not be stockholders of the Corporation nor, except in the
     case of the Chairman of the Board of Directors, need such
     officers be directors of the Corporation.

               Section 2.  Election.  The Board of Directors
     at its first meeting held after each Annual Meeting of
     Stockholders shall elect the officers of the Corporation
     who shall hold their offices for such terms and shall
     exercise such powers and perform such duties as shall be
     determined from time to time by the Board of Directors;
     and all officers of the Corporation shall hold office
     until their successors are chosen and qualified, or until
     their earlier resignation or removal.  Any officer elect-
     
                             13                              
                                                          Page 98 of 181 <PAGE>

                              
     ed by the Board of Directors may be removed at any time
     by the affirmative vote of a majority of the Board of
     Directors.  Any vacancy occurring in any office of the
     Corporation shall be filled by the Board of Directors.
     The salaries of all officers of the Corporation shall be
     fixed by the Board of Directors.

               Section 3.  Voting Securities Owned by the
     Corporation.  Powers of attorney, proxies, waivers of
     notice of meeting, consents and other instruments relat-
     ing to securities owned by the Corporation may be execut-
     ed in the name of and on behalf of the Corporation by the
     President or any Vice-President and any such officer may,
     in the name of and on behalf of the Corporation, take all
     such action as any such officer may deem advisable to
     vote in person or by proxy at any meeting of security
     holders of any corporation in which the Corporation may
     own securities and at any such meeting shall possess and
     may exercise any and all rights and power incident to the
     ownership of such securities and which, as the owner
     thereof, the Corporation might have exercised and pos-
     sessed if present.  The Board of Directors may, by reso-
     lution, from time to time confer like powers upon any
     other person or persons.
     
                             14                          
                                                         Page 99 of 181 <PAGE>

                               
               Section 4.  Chairman of the Board of Directors.
     The Chairman of the Board of Directors, if there be one,
     shall preside at all meetings of the stockholders and of
     the Board of Directors.  He shall be the Chief Executive
     Officer of the Corporation, and except where by law the
     signature of the President is required, the Chairman of
     the Board of Directors shall possess the same power as
     the President to sign all contracts, certificates and
     other instruments of the Corporation which may be autho-
     rized by the Board of Directors.  During the absence or
     disability of the President, the Chairman of the Board of
     Directors shall exercise all the powers and discharge all
     the duties of the President.  The Chairman of the Board
     of Directors shall also perform such other duties and may
     exercise such other powers as from time to time may be
     assigned to him by these By-Laws or by the Board of Di-
     rectors.

               Section 5.  President. The President shall,
     subject to the control of the Board of Directors and, if
     there be one, the Chairman of the Board of Directors,
     have general supervision of the business of the Corpora-
     tion and shall see that all orders and resolutions of the
     Board of Directors are carried into effect.  He shall
     execute all bonds, mortgages, contracts and other instru-
     
                             15                             
                                                        Page 100 of 181  <PAGE>


     ments of the Corporation requiring a seal, under the seal
     of the Corporation, except where required or permitted by
     law to be otherwise signed and executed and except that
     the other officers of the Corporation may sign and exe-
     cute documents when so authorized by these By-Laws, the
     Board of Directors or the President.  In the absence or
     disability of the Chairman of the Board of Directors, or
     if there be none, the President shall preside at all
     meetings of the Stockholders and the Board of Directors.
     If there be no Chairman of the Board of Directors, the
     President shall be the Chief Executive Officer of the
     Corporation.  The President shall also perform such other
     duties and may exercise such other powers as from time to
     time may be assigned to him by these By-Laws or by the
     Board of Directors.

               Section 6.  Vice-Presidents. At the request of
     the President or in his absence or in the event of his
     inability or refusal to act (and if there be no Chairman
     of the Board of Directors), the Vice-President or the
     Vice-Presidents if there is more than one (in the order
     designated by the Board of Directors) shall perform the
     duties of the President, and when so acting, shall have
     all the powers of and be subject to all the restrictions
     upon the President.  Each Vice-President shall perform
     
                            16                              
                                                        Page 101 of 181 <PAGE>

                               
     such other duties and have such other powers as the Board
     of Directors from time to time may prescribe.  If there
     be no Chairman of the Board of Directors and no Vice-
     President, the Board of Directors shall designate the
     officer of the Corporation who, in the absence of the
     President or in the event of the inability or refusal of
     the President to act, shall perform the duties of the
     President, and when so acting, shall have all the powers
     of and be subject to all the restrictions upon the Presi-
     dent.

               Section 7.  Secretary.  The Secretary shall
     attend all meetings of the Board of Directors and all
     meetings of stockholders and record all the proceedings
     thereat in a book or books to be kept for that purpose;
     the Secretary shall also perform like duties for the
     standing committees when required.  The Secretary shall
     give, or cause to be given, notice of all meetings of the
     stockholders and special meetings of the Board of Direc-
     tors, and shall perform such other duties as may be pre
     scribed by the Board of Directors or President, under
     whose supervision he shall be.  If the Secretary shall be
     unable or shall refuse to cause to be given notice of all
     meetings of the stockholders and special meetings of the
     Board of Directors, and if there be no Assistant Secre-
     
                               17                       
                                                         Page 102 of 181  <PAGE>


     tary, then either the Board of Directors or the President
     may choose another officer to cause such notice to be
     given.  The Secretary shall have custody of the seal of
     the Corporation and the Secretary or any Assistant Secre-
     tary, if there be one, shall have authority to affix the
     same to any instrument requiring it and when so affixed,
     it may be attested by the signature of the Secretary or
     by the signature of any such Assistant Secretary.  The
     Board of Directors may give general authority to any
     other officer to affix the seal of the Corporation and to
     attest the affixing by his signature.  The Secretary
     shall see that all books, reports, statements, certifi-
     cates and other documents and records required by law to
     be kept or filed are properly kept or filed, as the case
     may be.

               Section 8.  Treasurer.  The Treasurer shall
     have the custody of the corporate funds and securities
     and shall keep full and accurate accounts of receipts and
     disbursements in books belonging to the Corporation and
     shall deposit all moneys and other valuable effects in
     the name and to the credit of the Corporation in such
     depositories as may be designated by the Board of Direc-
     tors.  The Treasurer shall disburse the funds of the
     Corporation as may be ordered by the Board of Directors,
     
                             18                             
                                                         Page 103 of 181 <PAGE>


     taking proper vouchers for such disbursements, and shall
     render to the President and the Board of Directors, at
     its regular meetings, or when the Board of Directors so
     requires, an account of all his transactions as Treasurer
     and of the financial condition of the-Corporation.  If
     required by the Board of Directors, the Treasurer shall
     give the Corporation a bond in such sum and with such
     surety or sureties as shall be satisfactory to the Board
     of Directors for the faithful performance of the duties
     of his office and for the restoration to the Corporation,
     in case of his death, resignation, retirement or removal
     from office, of all books, papers, vouchers, money and
     other property of whatever kind in his possession or
     under his control belonging to the Corporation.

               Section 9.  Assistant Secretaries.  Except as
     may be otherwise provided in these By-Laws, Assistant
     Secretaries, if there be any, shall perform such duties
     and have such powers as from time to time may be assigned
     to them by the Board of Directors, the President, any
     Vice-President, if there be one, or the Secretary, and in
     the absence of the Secretary or in the event of his dis-
     ability or refusal to act, shall perform the duties of
     the Secretary, and when so acting, shall have all the
     
                             19                           
                                                        Page 104 of 181 <PAGE>

     
     powers of and be subject to all the restrictions upon the
     Secretary.

               Section 10.  Assistant Treasurers.  Assistant
     Treasurers, if there be any, shall perform such duties
     and have such powers as from time to time may be assigned
     to them by the Board of Directors, the President, any
     Vice-President, if there be one, or the Treasurer, and in
     the absence of the Treasurer or in the event of his dis-
     ability or refusal to act, shall perform the duties of
     the Treasurer, and when so acting, shall have all the
     powers of and be subject to all the restrictions upon the
     Treasurer.  If required by the Board of Directors, an
     Assistant Treasurer shall give the Corporation a bond in
     such sum and with such surety or sureties as shall be
     satisfactory to the Board of Directors for the faithful
     performance of the duties of his office and for the res-
     toration to the Corporation, in case of his death, resig-
     nation, retirement or removal from office, of all books,
     papers, vouchers, money and other property of whatever
     kind in his possession or under his control belonging to
     the Corporation.

               Section 11.  Other Officers.  Such other offi-
     cers as the Board of Directors may choose shall perform
     such duties and have such powers as from time to time may
     
                             20                             
                                                        Page 105 of 181 <PAGE>


     be assigned to them by the Board of Directors.  The Board
     of Directors may delegate to any other officer of the
     Corporation the power to choose such other officers and
     to prescribe their respective duties and powers.

                             ARTICLE V

                               STOCK
   
               Section 1.  Form of Certificates.  Every holder
     of stock in the Corporation shall be entitled to have a
     certificate signed, in the name of the Corporation (i) by
     the Chairman of the Board of Directors, the President or
     a Vice-President and (ii) by the Treasurer or an Assis-
     tant Treasurer, or the Secretary or an Assistant Secre-
     tary of the Corporation, certifying the number of shares
     owned by him in the Corporation.

               Section 2.  Signatures.  Where a certificate is
     countersigned by (i) a transfer agent other than the
     Corporation or its employee, or (ii) a registrar other
     than the Corporation or its employee, any other signature
     on the certificate may be a facsimile.  In case any offi-
     cer, 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
     
                             21                            
                                                         Page 106 of 181 <PAGE>

                               
     were such officer, transfer agent or registrar at the
     date of issue.

               Section 3.  Lost Certificates.  The Board of
     Directors may direct a new certificate to be issued in
     place of any certificate theretofore issued by the Corpo-
     ration alleged to have been lost, stolen or destroyed,
     upon the making of an affidavit of that fact by the per-
     son claiming the certificate of stock to be lost, stolen
     or destroyed.  When authorizing such issue of a new cer-
     tificate, the Board of Directors may, in its discretion
     and as a condition precedent to the issuance thereof,
     require the owner of such lost, stolen or destroyed cer-
     tificate, or his legal representative, to advertise the
     same in such manner as the Board of Directors shall re-
     quire and/or to give the Corporation a bond in such sum
     as it may direct as indemnity against any claim that may
     be made against the Corporation with respect to the cer-
     tificate alleged to have been lost, stolen or destroyed.

               Section 4.  Transfers.  Stock of the Corpora-
     tion shall be transferable in the manner prescribed by
     law and in these By-Laws.  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 the surrender of the

                             22                         
                                                         Page 107 of 181 <PAGE>

                               
     certificate therefor, which shall be cancelled before a
     new certificate shall be issued.

               Section 5.  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 entitled 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 of Directors may fix, in ad-
     vance, a record date, which shall not be more than sixty
     days nor less than ten days before the date of such meet-
     ing, 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, howev-
     er, that the Board of Directors may fix a new record date
     for the adjourned meeting.

               Section 6.  Beneficial Owners.  The Corporation
     shall be entitled to recognize the exclusive right of a
     person registered on its books as the owner of shares to
     receive dividends, and to vote as such owner, and to hold

                             23                             
                                                          Page 108 of 181 <PAGE>


     liable for calls and assessments a person registered on
     its books as the owner of shares, and shall not be bound
     to recognize any equitable or other claim to or interest
     in such share or shares on the part of any other person,
     whether or not it shall have express or other notice
     thereof, except as otherwise provided by law.

                              ARTICLE VI

                                NOTICES

               Section 1.  Notices.  Whenever written notice
     is required by law, the Certificate of Incorporation or
     these By-Laws, to be given to any director, member of a
     committee or stockholder, such notice may be given by
     mail, addressed to such director, member of a committee
     or stockholder, at his address as it appears on the re-
     cords of the Corporation, with postage thereon prepaid,
     and such notice shall be deemed to be given at the time
     when the same shall be deposited in the United States
     mail.  Written notice may also be given personally or by
     telegram, telex or cable.

               Section 2.  Waivers of Notice.  Whenever any
     notice is required by law, the Certificate of Incorpora-
     tion or these By-Laws, to be given to any director, mem-
     ber of a committee or stockholder, a waiver thereof in
     writing, signed by the person or persons entitled to said
     
                               24                          
                                                         Page 109 of 181  <PAGE>


     notice, whether before or after the time stated therein,
     shall be deemed equivalent thereto.

                           ARTICLE VII

                        GENERAL PROVISIONS

               Section 1.  Dividends.  Dividends upon the
     capital stock of the Corporation, subject to the provi-
     sions of the Certificate of Incorporation, if any, may be
     declared by the Board of Directors at any regular or
     special meeting, and may be paid in cash, in property, or
     in shares of the capital stock.  Before payment of any
     dividend, there may be set aside out of any funds of the
     Corporation available for dividends such sum or sums as
     the Board of Directors from time to time, in its absolute
     discretion, deems proper as a reserve or reserves to meet
     contingencies, or for equalizing dividends, or for re-
     pairing or maintaining any property of the Corporation,
     or for any proper purpose, and the Board of Directors may
     modify or abolish any such reserve.

               Section 2.  Disbursements.  All checks or de-
     mands for money and notes of the Corporation shall be
     signed by such officer or officers or such other person
     or persons as the Board of Directors may from time to
     time designate.
     
                             25                          
                                                         Page 110 of 181  <PAGE>

                               
               Section 3.  Fiscal Year.  The fiscal year of
     the Corporation shall be fixed by resolution of the Board
     of Directors.

               Section 4.  Corporate Seal.  The corporate seal
     shall have inscribed thereon the name of the Corporation,
     the year of its organization and the words "Corporate
     Seal, Delaware".  The seal may be used by causing it or a
     facsimile thereof to be impressed or affixed or repro-
     duced or otherwise.

                           ARTICLE VIII

                            AMENDMENTS

               Section 1. Subject to paragraph II of Article
     SIXTH of the Certificate of Incorporation, these By-Laws
     may be altered, amended or repealed, in whole or in part,
     or new By-Laws may be adopted by the stockholders or by
     the Board of Directors, provided, however, that notice of
     such alteration, amendment, repeal or adoption of new By-
     Laws be contained in the notice of such meeting of stock-
     holders or Board of Directors as the case may be.  All
     such amendments must be approved by either the holders of
     a majority of the outstanding capital stock entitled to
     vote thereon or by a majority of the entire Board of
     Directors then in office.
     Section 2.  Entire Board of Directors.  As used
               
                             26                         
                                                          Page 111 of 181  <PAGE>

                               
     in this Article VIII and in these By-Laws generally, the     
     term "entire Board of Directors" means the total number
     of directors which the Corporation would have if there
     were no vacancies.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
                             27
                                                         Page 112 of 181  <PAGE>