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                                                                  Exhibit 3.2

                             NABISCO HOLDINGS CORP.

                                     BY-LAWS

                      As Amended Effective January 1, 2000

                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

          Section 1. PLACE OF MEETINGS. Meetings of stockholders of the
Corporation shall be held at such place either within or without the State of
Delaware as the Board of Directors may determine.

          Section 2. ANNUAL AND SPECIAL MEETINGS. Annual meetings of
stockholders shall be held, at a date, time and place fixed by the Board of
Directors and stated in the notice of meeting, to elect a Board of Directors and
to transact such other business as may properly come before the meeting,
provided that the first annual meeting to be held following the amendment of
these By-Laws shall be held on the first Wednesday in May 1996 unless otherwise
determined by the Board of Directors. Special meetings of stockholders may be
called by the Chairman of the Board or the President for any purpose and shall
be called by the Chairman, the President or the Secretary if directed by the
Board of Directors or requested in writing by the holders of not less than 25%
in voting power of the stock of the Corporation then entitled to vote for the
election of directors. Each such stockholder request shall state the purpose of
the proposed meeting.

          Section 3. NOTICE. Except as otherwise provided by law or by the
Certificate of Incorporation, written notice shall be given to each stockholder
entitled to vote at least 10 and not more than 60 days before each meeting of
stockholders, such notice to include the time, date and place of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called.

          Section 4. QUORUM. At any meeting of stockholders, the holders of
record, present in person or by proxy, of a majority in voting power of the
Corporation's stock issued and outstanding and entitled to vote shall constitute
a quorum for the transaction of business, except as otherwise provided by law or
by the Certificate of Incorporation. In the absence of a quorum, any officer
entitled to preside at or to act as secretary of the meeting shall have power to
adjourn the meeting from time to time until a quorum is present.


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          Section 5. CONDUCT OF MEETING AND ORDER OF BUSINESS. The Chairman or,
in his absence, the President or an Executive Vice President, as the Chairman
shall designate, shall act as chairman at all meetings of stockholders. The
Secretary of the Corporation or, in his absence, an Assistant Secretary shall
act as secretary at all meetings of stockholders. The chairman of the meeting
shall have the right and authority to determine and maintain the rules,
regulations and procedures for the proper conduct of the meeting, including but
not limited to restricting entry to the meeting after it has commenced,
maintaining order and the safety of those in attendance, opening and closing the
polls for voting, dismissing business not properly submitted, and limiting time
allowed for discussion of the business of the meeting.

          Business to be conducted at annual meetings of stockholders shall be
limited to that properly submitted to the meeting either by or at the direction
of the Board of Directors or by any stockholder of the Corporation who shall be
entitled to vote at such meeting and who complies with the notice requirements
set forth in Section 6 of this Article I. If the chairman of the meeting shall
determine that any business was not properly submitted in accordance with the
terms of Section 6 of this Article I, he shall declare to the meeting that such
business was not properly submitted and will not be transacted at that meeting.

          Section 6. ADVANCE NOTICE OF STOCKHOLDER PROPOSALS. In order to
properly submit any business to an annual meeting of stockholders, a stockholder
must give timely notice in writing to the Secretary of the Corporation. To be
considered timely, a stockholder's notice must be delivered either in person or
by United States certified mail, postage prepaid, and received at the principal
executive offices of the Corporation (a) not less than 120 days nor more than
150 days before the first anniversary date of the Corporation's proxy statement
in connection with the last annual meeting of stockholders or (b) if no annual
meeting was held in the previous year or the date of the applicable annual
meeting has been changed by more than 30 days from the date contemplated at the
time of the previous year's proxy statement, not less than a reasonable time, as
determined by the Board of Directors, prior to the date of the applicable annual
meeting.

          Nomination of persons for election to the Board of Directors may be
made by the Board of Directors or any committee designated by the Board of
Directors or by any stockholder entitled to vote for the election of directors
at the applicable meeting of stockholders. However, nominations other than those
made by the Board of Directors or its designated committee must comply with the
procedures set forth in this Section 6, and no person shall be eligible for
election as a director unless nominated in accordance with the terms of this
Section 6.

          A stockholder may nominate a person or persons for election to the
Board of Directors by giving written notice to the Secretary of the Corporation
in accordance with the procedures set forth above. In addition to the timeliness
requirements set forth above


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for notice to the Corporation by a stockholder of business to be submitted at an
annual meeting of stockholders, with respect to any special meeting of
stockholders called for the election of directors, written notice must be
delivered in the manner specified above and not later than the close of business
on the seventh day following the date on which notice of such meeting is first
given to stockholders.

          The Secretary of the Corporation shall deliver any stockholder
proposals and nominations received in a timely manner for review by the Board of
Directors or a committee designated by the Board of Directors.

          A stockholder's notice to submit business to an annual meeting of
stockholders shall set forth (i) the name and address of the stockholder, (ii)
the class and number of shares of stock beneficially owned by such stockholder,
(iii) the name in which such shares are registered on the stock transfer books
of the Corporation, (iv) a representation that the stockholder intends to appear
at the meeting in person or by proxy to submit the business specified in such
notice, (v) any material interest of the stockholder in the business to be
submitted and (vi) a brief description of the business desired to be submitted
to the annual meeting, including the complete text of any resolutions to be
presented at the annual meeting, and the reasons for conducting such business at
the annual meeting. In addition, the stockholder making such proposal shall
promptly provide any other information reasonably requested by the Corporation.

          In addition to the information required above to be given by a
stockholder who intends to submit business to a meeting of stockholders, if the
business to be submitted is the nomination of a person or persons for election
to the Board of Directors then such stockholder's notice must also set forth, as
to each person whom the stockholder proposes to nominate for election as a
director, (a) the name, age, business address and, if known, residence address
of such person, (b) the principal occupation or employment of such person, (c)
the class and number of shares of stock of the Corporation which are
beneficially owned by such person, (d) any other information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors or is otherwise required by the rules and regulations of the
Securities and Exchange Commission promulgated under the Securities Exchange Act
of 1934, as amended, (e) the written consent of such person to be named in the
proxy statement as a nominee and to serve as a director if elected and (f) a
description of all arrangements or understandings between such stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by such
stockholder.

          Any person nominated for election as director by the Board of
Directors or any committee designated by the Board of Directors shall, upon the
request of the Board of Directors or such committee, furnish to the Secretary of
the Corporation all such


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information pertaining to such person that is required to be set forth in a
stockholder's notice of nomination.

          Notwithstanding the foregoing provisions of this Section 6, a
stockholder who seeks to have any proposal included in the Corporation's proxy
statement shall comply with the requirements of Regulation 14A under the
Securities Exchange Act of 1934, as amended.

          Section 7. VOTING. Except as otherwise provided by law or by the
Certificate of Incorporation, all matters submitted to a meeting of stockholders
(other than the election of directors) shall be decided by vote of the holders
of record, present in person or by proxy, of a majority in voting power of the
Corporation's stock issued and outstanding and entitled to vote.

          A proxy shall be executed in writing by the stockholder or by his duly
authorized attorney-in-fact and shall be delivered to the secretary of the
meeting at or prior to the time designated by the chairman of the meeting. No
stockholder may designate more than four persons to act on his behalf at a
meeting of stockholders.

          Section 8. INSPECTORS OF ELECTION. Prior to any meeting of
stockholders, the Board of Directors shall appoint one or more inspectors to act
at the meeting and make a written report thereof in accordance with the Delaware
General Corporation Law. The Board of Directors may designate one or more
persons as alternate inspectors to replace any inspector who fails to act. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath to execute faithfully the duties of inspector with strict impartiality
and according to the best of his ability.

                                   ARTICLE II

                                    DIRECTORS

          Section 1. NUMBER, ELECTION AND REMOVAL OF DIRECTORS. The number of
Directors that shall constitute the Board of Directors shall be not less than
one nor more than seventeen, which number shall be determined by the Board of
Directors or by the stockholders. The Directors shall be elected by the
stockholders at the annual meeting and shall serve until the next annual meeting
of stockholders and until their successors are elected and shall qualify.
Vacancies and newly created directorships resulting from any increase in the
number of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by the sole remaining Director or by the
stockholders, and any Director so chosen shall serve until the next annual
meeting of


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stockholders and until his successor shall be elected and shall qualify. A
Director may be removed with or without cause by the stockholders.


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          Section 2. MEETINGS. Regular meetings of the Board of Directors shall
be held at such times and places as may from time to time be fixed by the Board
of Directors or as may be specified in a notice of meeting. Special meetings of
the Board of Directors may be held at any time upon the call of the Chairman or
the President and shall be called by the Chairman, the President or the
Secretary if directed by the Board of Directors. A meeting of the Board of
Directors may be held without notice immediately after the annual meeting of
stockholders. Notice need not be given of regular or special meetings of the
Board of Directors.

          Section 3. QUORUM. One-third of the total number of Directors shall
constitute a quorum for the transaction of business. If a quorum is not present
at any meeting of the Board of Directors, the Directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until such a quorum is present. Except as otherwise provided by law,
the Certificate of Incorporation of the Corporation or these By-Laws, 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.

          Section 4. EXECUTIVE COMMITTEE. The Board of Directors, by resolution
adopted by a majority of the entire Board, may appoint from among its members an
Executive Committee consisting of the Chairman and at least two other Directors.
Meetings of the Executive Committee shall be held without notice at such dates,
times and places as shall be determined by the Executive Committee. The
Executive Committee shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
Corporation that are permitted by law to be exercised by a committee of the
Board of Directors, including the power to declare dividends, to authorize the
issuance of stock and to adopt a certificate of ownership and merger of parent
corporation and subsidiary or subsidiaries; provided, however, that, except as
hereinafter provided, the Executive Committee shall not have the power or
authority of the Board of Directors in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation with respect to
the Corporation, recommending to the stockholders the sale, lease or exchange of
all or substantially all the Corporation's property and assets, recommending to
the stockholders a dissolution of the Corporation or a revocation of a
dissolution or amending the By-Laws of the Corporation. The majority of the
members of the Executive Committee shall constitute a quorum. Minutes shall be
kept of the proceedings of the Executive Committee, which shall be reported at
meetings of the Board of Directors. The Executive Committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the Board of Directors of the Corporation, fix any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation or fix the designation or number of


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shares of any series of stock or authorize the increase or decrease of the
shares of any series.

          Section 5. OTHER COMMITTEES OF DIRECTORS. The Board of Directors may,
by resolution adopted by a majority of the entire Board of Directors, designate
one or more other committees to have and exercise such power and authority as
the Board of Directors shall specify. In the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another Director to act at the meeting in place of any such
absent or disqualified member.

                                   ARTICLE III

                                    OFFICERS

          Section 1. DESCRIPTION AND TERMS. The officers of the Corporation
shall be the President, who shall be the Chief Executive Officer of the Company,
a Secretary, a Treasurer and such other additional officers with such titles as
the Board of Directors shall determine, all of whom shall be chosen by and serve
at the pleasure of the Board of Directors; provided that the Chief Executive
Officer may appoint Senior Vice Presidents, Vice Presidents or Assistant
Officers at his or her discretion. Subject to such limitations as may be imposed
by the Board of Directors, the President shall, acting singly have full
executive power and authority with respect to the Corporation. In addition, in
the absence or incapacitation of the Chairman, the President shall have all the
power and authority of the Chairman. Other officers shall have the usual powers
and shall perform all the usual duties incident to their respective offices. All
officers shall be subject to the supervision and direction of the Board of
Directors. The authority, duties or responsibilities of any officer of the
Corporation may be suspended by the President with or without cause. Any officer
elected or appointed by the Board of Directors may be removed by the Board of
Directors with or without cause. Subject to such limitations as the Board of
Directors may provide, each officer may further delegate to any other officer or
any employee or agent of the Corporation such portions of their authority as the
officer shall deem appropriate, subject to such limitation as the officer shall
specify, and may revoke such authority at any time.

          Section 2. STOCKHOLDER CONSENTS AND PROXIES. The Chairman, the
President, the Secretary and the Treasurer, or any one of them, shall have the
power and authority on behalf of the Corporation to execute any stockholders'
consents or proxies and to attend and act and vote in person or by proxy at any
meetings of stockholders of any corporation in which the Corporation may own
stock, and at any such meetings shall possess and may exercise any and all of
the rights and powers incident to the ownership of such stock which as the owner
thereof the Corporation might have possessed and executed if present.


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The Board of Directors by resolution from time to time may confer like powers
upon any other officer.

                                   ARTICLE IV

                               GENERAL PROVISIONS

          Section 1. NOTICES. Whenever any statute, the Certificate of
Incorporation or these By-Laws require notice to be given to any Director or
stockholder, such notice shall be given in writing by mail, addressed to such
Director or stockholder at his address as it appears on the records of the
Corporation, with postage thereon prepaid. Such notice shall be deemed to have
been given when it is deposited in the United States mail. Notice to Directors
may also be given by telegram or facsimile transmission or be delivered
personally or by telephone.

          Section 2. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by the Board of Directors.

          Section 3. CERTIFICATES OF STOCK. Certificates representing shares of
the Corporation shall be signed by the President and by the Secretary or an
Assistant Secretary. Any and all signatures on such certificates, including
signatures of officers, transfer agents and registrars, may be facsimile.


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