Exhibit 3.2



                                  Sears, Roebuck and Co.


                                                  


                                          By-Laws
                                  As Amended and Restated
                                        May 8, 1997

                                            and

                           Restated Certificate of Incorporation
                                       As Amended to
                                       May 13, 1996




                                                  



                                       Incorporated
                                         New York
                                           1906
                                          By-Laws
                                            of
                                  Sears, Roebuck and Co.
                                       as amended to
                                        May 8, 1997

                                         Article I

                                 MEETINGS OF SHAREHOLDERS

   Section 1.Place of Meetings.  All meetings of the shareholders
shall be held at such place within or without the State of New
York as shall be fixed by the Board of Directors from time to
time.  

   Section 2.Annual Meetings.  The annual meeting of the
shareholders for the election of directors and for the
transaction of such other business as may properly be brought
before the meeting shall be held at such time as is specified in
the notice of the meeting on either the second Wednesday in May
of each year or on such other date as may be fixed by the Board
of Directors prior to the giving of the notice of such meeting. 
The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled annual meeting of
shareholders.  

   Nominations of persons for election to the Board of Directors
of the Company and the proposal of business to be considered by
the shareholders may be made at an annual meeting of shareholders
(a) pursuant to the Company's notice of meeting, (b) by or at the
direction of the Board of Directors or (c) by any shareholder of
the Company who was a shareholder of record at the time of giving
of notice provided for in this By-Law, who is entitled to vote at
the meeting and who complied with the notice procedures set forth
in this By-Law.  

   For nominations or other business to be properly brought
before an annual meeting by a shareholder pursuant to clause (c)
of the foregoing paragraph of this By-Law, the shareholder must
have given timely notice thereof in writing to the Secretary of
the Company.  To be timely, a shareholder's notice shall be
delivered to the Secretary at the principal executive offices of
the Company not less than 60 days nor more than 90 days prior to
the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual
meeting is advanced by more than 30 days or delayed by more than
60 days from such anniversary date, notice by the shareholder to
be timely must be so delivered not earlier than the 90th day
prior to such annual meeting and not later than the close of
business on the later of the 60th day prior to such annual
meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made.  Such
shareholder's notice shall set forth (a) as to each person whom
the shareholder proposes to nominate for election or reelection
as a director all information relating to such person that is
required to  be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act") (including such person's
written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); (b) as to any
other business that the shareholder proposes to bring before the
meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such
business of such shareholder and the beneficial owner, if  any,
on whose behalf the proposal is made; (c) as to the shareholder
giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and
address of such shareholder, as they appear on the Company's
books, and of such beneficial owner and (ii)  the class and
number of shares of the Company which are owned beneficially and
of record by such shareholder and such beneficial owner.  

   Notwithstanding anything in the second sentence of the
preceding paragraph to the contrary, in the event that the number
of directors to be elected to the Board of Directors of the
Company is increased and there is no public announcement naming
all of the nominees for Director or specifying the size of the
increased Board of Directors made by the Company at least 70 days
prior to the first anniversary of the preceding year's annual
meeting, a shareholder's notice required by this By-Law shall
also be considered timely, but only with respect to nominees for
any new positions created by such increase,  if it shall be
delivered to the Secretary at the principal executive offices of
the Company not later than the close of business on the 10th day
following the day on which such public announcement is first made
by the Company.  

   Only such persons who are nominated in accordance with the
procedures set forth in these By-Laws shall be eligible to serve
as directors and only such business shall be conducted at an
annual meeting of shareholders as shall have been brought before
the meeting in accordance with the procedures set forth in this
By-Law.  The chairman of the meeting shall have the power and
duty to determine whether a nomination or any business proposed
to be brought before the meeting was made in accordance with the
procedures set forth in this By-Law and, if any proposed
nomination or business is not in compliance with this By-Law, to
declare that such defective proposal shall be disregarded.  

   For purposes of this By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or
in a document publicly filed by the Company with the Securities
and Exchange Commission pursuant to Sections 13, 14 or 15(d) of
the Exchange Act.  

   Notwithstanding the foregoing provisions of this By-Law, a
shareholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this By-Law.  Nothing in this
By-Law shall be deemed to affect any rights (i) of shareholders
to request inclusion of proposals in the Company's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (ii)
of the holders of any series of Preferred Stock to elect
directors under specified circumstances.  

   Section 3.Special Meetings.  Special meetings of the
shareholders for any purpose or purposes shall be called to be
held at any time upon the request of the Chairman of the Board of
Directors, the President or a majority of the members of the
Board of Directors or of the Executive Committee then in office. 
Business transacted at all special meetings shall be confined to
the specific purpose or purposes of the persons authorized to
request such special meeting as set forth in this Section 3 and
only such purpose or purposes shall be set forth in the notice of
such meeting.  The Board of Directors acting by resolution may
postpone and reschedule any previously scheduled special meeting
of shareholders.  

   Nominations of persons for election to the Board of Directors
may be made at a special meeting of shareholders at which
directors are to be elected (a) pursuant to the Company's notice
of meeting (b) by or at the direction of the Board of Directors
or (c) by any shareholder of the Company who is a shareholder of
record at the time of giving of notice provided for in this By-
Law, who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this By-Law. 
Nominations by shareholders of persons for election to the Board
of Directors may be made at such a special meeting of
shareholders if the shareholder's notice required by the third
paragraph of Section 2 of Article I of these By-Laws shall be
delivered to the Secretary at the principal executive offices of
the Company not earlier than the 90th day prior to such special
meeting and not later than the close of business on the later of
the 60th day prior to such special meeting or the 10th day
following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.  

   Only such persons who are nominated in accordance with the
procedures set forth in these By-Laws shall be eligible to serve
as directors and only such business shall be conducted at a
special meeting of shareholders as shall have been brought before
the meeting in accordance with the procedures set forth in this
By-Law.  The chairman of the meeting shall have the power and
duty to determine whether a nomination or any business proposed
to be brought before the meeting was made in accordance with the
procedures set forth in this By-Law and, if any proposed
nomination or business is not in compliance with this By-Law, to
declare that such defective proposal shall be disregarded.  

   Notwithstanding the foregoing provisions of this By-Law, a
shareholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this By-Law. 

   Section 4.Notice of Meetings.  Written notice of the time,
place, and purpose or purposes of each annual and special meeting
of shareholders shall be signed by the Secretary and served by
mail upon each shareholder of record entitled to vote at such
meeting not less than ten nor more than fifty days before the
date of the meeting.  Notice of an annual or special meeting of
shareholders shall be deemed to be served when deposited in the
United States mail, postage prepaid, addressed to each
shareholder at his address as it appears on the stock records of
the Company or at such other address as he may have filed with
the Secretary of the Company for such purpose.  

   Section 5.Quorum.  At any meeting of the shareholders, the
holders of record of one-third of the total number of shares of
the Company entitled to vote, present in person or represented by
proxy, shall constitute a quorum for the purpose of transacting
business.  

   Section 6.Organization and Adjournment.  The Chairman of the
Board of Directors or in the Chairman's absence, the President,
or, if both of such officers are absent, an officer designated by
the Executive Committee, shall act as chairman of the meeting. 
The Secretary, or in the Secretary's absence an Assistant
Secretary, or if neither the Secretary nor any Assistant
Secretary be present, any person designated by the chairman of
the meeting, shall act as secretary of the meeting.  Any annual
or special meeting of shareholders may be adjourned by the
chairman of the meeting or pursuant to resolution of the Board of
Directors without notice other than by announcement at the
meeting.  At any adjourned meeting at which a quorum is present,
any business may be transacted that might have been transacted at
the meeting as originally convened.  

   Section 7.Voting.  At each meeting of the shareholders, each
holder of shares entitled to vote at such meeting shall be
entitled to vote in person or by proxy appointed by an instrument
in writing signed by such shareholder or by the shareholder's
duly authorized attorney and, except as provided in the
Certificate of Incorporation of the Company with respect to
cumulative voting, shall have one vote for each share standing in
the shareholder's name on the books of the Company upon each
matter submitted to a vote at the meeting.  The vote upon the
election of directors shall be by ballot.  If a quorum is present
at any meeting of shareholders, the vote of the holders of a
majority of the shares cast by the holders of shares entitled to
vote on the matter shall be sufficient for the transaction of any
business, except that directors shall be elected by a plurality
of shares cast by the holders of shares entitled to vote in the
election, unless, in either case, otherwise provided by law or by
the Certificate of Incorporation.  

   Section 8.Inspectors of Election.  Prior to each meeting of
shareholders, the Board of Directors shall appoint three
Inspectors, who shall not be directors or officers of the Company
or candidates for the office of director.  Such Inspectors shall
count and report to the meeting the votes cast on all matters
submitted to a vote at such meeting.  In the case of failure of
the Board of Directors to make such appointments, or in the case
of failure of any Inspector so appointed to act, the chairman of
the meeting may, and at the request of a shareholder entitled to
vote thereat, shall, make such appointments or fill such
vacancies.  Each Inspector shall be entitled to a reasonable
compensation from the Company for his services.  The Inspectors
appointed to act at any meeting of the shareholders, before
entering upon the discharge of their duties, shall be sworn
faithfully to execute the duties of Inspectors at such meeting
with strict impartiality and according to the best of their
ability, and the oath so taken shall be subscribed by them.  

                                        Article II

                                    BOARD OF DIRECTORS

   Section 1.Number, Qualification and Term of Office.  The
business of the Company shall be managed under the direction of a
Board of Directors, each of whom shall be at least 18 years of
age.  The number of directors of the Company shall be fixed and
may from time to time be increased or decreased by the
affirmative vote of a majority of the entire Board of Directors,
but in no event shall the number of directors be less than 7 or
more than 20.

   Section 2.Vacancies.  Any vacancies on the Board of Directors
may be filled by the affirmative vote of a majority of the
remaining directors then in office, even though less than a
quorum of the Board of Directors.  No decrease in the number of
directors constituting the Board of Directors shall shorten the
term of any incumbent director.  

   Section 3.Resignations.  Any director may resign at any time
by giving written notice to the Chairman of the Board of
Directors, or to the President, or to the Secretary of the
Company.  Such resignation shall take effect on the date of
receipt of such notice unless a later effective date is specified
therein.  The acceptance of such resignation by the Board of
Directors shall not be necessary to make it effective.  

   Section 4.Place of Meetings.  The Board of Directors may hold
its meetings at such place or places, within or without the State
of New York, as the Board of Directors may from time to time
determine or as may be specified in the notice of any meeting.  

   Section 5.Annual Meetings.  A meeting of the Board of
Directors to be known as the annual meeting of the Board of
Directors shall be held following the meeting of the shareholders
at which such Board of Directors is elected, at such place as
shall be fixed by the Board of Directors, for the purpose of
electing the officers of the Company and the committees of the
Board of Directors, and of transacting such other business as may
properly come before the meeting.  It shall not be necessary to
give notice of this meeting.  

   Section 6.Other Meetings.  Meetings of the Board of Directors
shall be held on such dates as from time to time may be
determined by the Board of Directors or whenever called upon the
direction of the Chairman of the Board of Directors or of the
President or by the Secretary upon the written request of one-
third of the directors in office, which request shall state the
date, place and purpose of such meeting.  

   Section 7.Notice of Meetings.  Written, telephonic,
telegraphic or facsimile transmission notice of each meeting
except the annual meeting shall be given by the Secretary to each
director, by personal delivery, by telephone, or by regular or
express mail, or telegram or facsimile transmission addressed to
the director at his or her usual business address, or to the
address where the director is known to be, at least three days
(excluding Saturdays, Sundays, and holidays) prior to the meeting
in case of notice by regular mail and at least three hours prior
to the meeting in case of notice by personal delivery, express
mail, telephone, telegram, or facsimile transmission.  All
notices which are given by regular mail shall be deemed to have
been given when deposited in the United States mail, postage
prepaid.  Any director may waive notice of any meeting before or
after the meeting, and the attendance of a director at any
meeting, except for the sole purpose of protesting the lack of
notice thereof, shall constitute a waiver of notice of such
meeting.  Any and all business may be transacted at any meeting
which need not be restricted to the purpose thereof specified in
the notice or waiver of notice of such meeting, if one is
specified.  

   Section 8.Organization, Quorum, Written Consents and Meetings
by Telephone or Similar Equipment.  Unless the Board of Directors
shall by resolution otherwise provide, the Chairman of the Board
of Directors, or in the Chairman's absence, the President, or, if
both of such officers are absent, a director chosen by a majority
of the directors present, shall act as chairman at meetings of
the Board of Directors; and the Secretary, or in the Secretary's
absence an Assistant Secretary, or in the absence of an Assistant
Secretary, such person as may be designated by the chairman of
the meeting, shall act as secretary at such meetings.  

   A majority of the directors in office at the time (but not
less than one-third of the entire Board of Directors) shall
constitute a quorum necessary for the transaction of business,
and, except as otherwise provided in these By-Laws, the action of
a majority of the directors present at any meeting at which a
quorum is present shall be the act of the Board of Directors.  If
at any meeting of the Board of Directors a quorum is not present,
a majority of the directors present may adjourn the meeting from
time to time.  

   Any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting
if all members of the Board of Directors or the committee consent
in writing to the adoption of a resolution authorizing the
action.  The resolution and the written consent thereto by the
members of the Board of Directors or committee shall be filed
with the minutes of the proceedings of the Board of Directors or
committee.

   Any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of such Board of
Directors or committee by means of a conference telephone or
similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time.

Participation by such means shall constitute presence in person
at a meeting.  

   Section 9.Compensation.  Each director not an officer of the
Company, or of any subsidiary or affiliated company, may receive
such compensation for his or her services as a director and as a
committee member as shall be fixed from time to time by
resolution of the Board of Directors and shall be reimbursed for
expenses of attendance at meetings of the Board of Directors and
of any committee of which he or she is a member.  

                                        Article III

                                        COMMITTEES

   Section 1.Creation and Organization.  The Board of Directors,
at its annual meeting, or any adjournment thereof, shall, or at
any other meeting may, elect from among its members, by the vote
of a majority of the entire Board of Directors, an Audit
Committee, a Compensation Committee, an Executive Committee, a
Nominating Committee and a Public Issues Committee, which shall
be the standing committees of the Board of Directors, and such
other committees as shall be determined by the Board of
Directors.  The Board of Directors also shall designate the
chairman of each such committee.

   The Secretary of the Company shall act as secretary of each
committee meeting, or in the Secretary's absence, an Assistant
Secretary shall act as secretary thereof, or in the absence of an
Assistant Secretary, any person as may be designated by the
chairman of the committee shall act as secretary of the meeting
and keep the minutes of such meeting.  

   The Board of Directors, by the vote of a majority of the
entire Board of Directors, may remove the chairman or any member
of any committee, and may fill from among the directors vacancies
in any committee caused by the death, resignation, or removal of
any person elected thereto.  

   The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.

   Each committee may determine its own rules of procedure,
consistent with these By-Laws.  Meetings of any committee may be
called upon direction of the Chairman of the Board of Directors,
the President, or the chairman of the committee.  Notice of each
meeting shall be given to each member of the committee, by
personal delivery, telephone, telegram, facsimile transmission,
or regular or express mail addressed to the member at his or her
usual business address, or to the address where the member is
known to be, at least three days (excluding Saturdays, Sundays,
and holidays) prior to the meeting in case of notice by regular
mail, and at least three hours prior to the meeting in case of
notice by personal delivery, express mail, telephone, telegram,
or facsimile transmission.  All notices which are given by
regular mail shall be deemed to have been given when deposited in
the United States mail, postage prepaid.  Notice of meetings of
any committee may be waived by any member of the committee before
or after the meeting.  At meetings of each committee, the
presence of a majority of such committee shall be necessary to
constitute a quorum for the transaction of business, and, if a
quorum is present at any meeting, the action taken by a majority
of the members present shall be the act of the committee.   Each
committee shall keep a record of its acts and proceedings, and
all action shall be reported to the Board of Directors at the
next meeting of the Board of Directors following such action. 
Each committee shall annually consider whether amendments to the
section of Article III of these By-Laws relating to the
composition and function of such committee appear to be in the
best interests of the Company.  Each committee shall report on
such recommendations to the Nominating Committee annually, no
later than December.  The Nominating Committee shall report on
such recommendations to the Board of Directors at its first
regular meeting each year.

   Section 2.Executive Committee.  The Executive Committee shall
consist of the Chairman of the Board of Directors and of such
number of other directors, a majority of whom shall not be
officers or employees of the Company or its affiliates, not less
than four, as shall from time to time be prescribed by the Board
of Directors. 

   The Executive Committee, unless otherwise provided by
resolution of the Board of Directors, shall between meetings of
the Board of Directors have all the powers of the Board of
Directors and may perform all of the duties thereof, except that
the Executive Committee shall have no authority as to the
following matters:  (i) submission to shareholders of any action
that requires shareholders' authorization under the New York
Business Corporation Law; (ii) compensation of directors; (iii)
amendment or repeal of these By-Laws or the adoption of new By-
Laws; (iv) amendment or repeal of any resolution of the Board of
Directors that by its terms may not be so amended or repealed;
(v) action in respect of dividends to shareholders; (vi) election
of officers, directors or members of committees of the Board of
Directors.  Any action taken by the Executive Committee shall be
subject to revision or alteration by the Board of Directors,
provided that rights or acts of third parties vested or taken in
reliance on such action prior to their receipt of written notice
of any such revision or alteration shall not be adversely
affected by such revision or alteration. 

   Section 3.Audit Committee.  The Audit Committee shall consist
of such number of directors, who shall not be officers or
employees of the Company or any of its affiliates, not less than
three, as shall from time to time be prescribed by the Board of
Directors.  

   The Audit Committee shall review, with management, the
Company's independent public accountants and its internal
auditors, upon completion of the audit, the annual financial
statements of the Company, the independent public accountants'
report thereon, the other relevant financial information to be
included in the Company's Annual Report on Form 10-K and its
annual report to shareholders.  After such review, the Committee
shall report thereon to the Board of Directors.

   The Audit Committee shall:(1) review recommendations made by
the Company's independent public accountants and internal
auditors to the Audit Committee or the Board of Directors with
respect to the accounting methods and the system of internal
control used by the Company, and shall advise the Board of
Directors with respect thereto; (2) examine and make
recommendations to the Board of Directors with respect to the
scope of audits conducted by the Company's independent public
accountants and internal auditors; (3) review reports from the
Company's independent public accountants and internal auditors
concerning compliance by management with governmental laws and
regulations and with the Company's policies relating to ethics,
conflicts of interest, perquisites and use of corporate assets.  

   The Audit Committee shall meet with the Company's independent
public accountants and/or internal auditors without management
present whenever the Audit Committee shall deem it appropriate or
the independent public accountants and/or internal auditors
request such a meeting.  The Committee shall review with the
General Counsel of the Company the status of legal matters that
may have a material impact on the Company's financial statements.

   The Audit Committee shall each year make a recommendation,
based on a review of qualifications, to the Board of Directors
for the appointment of independent public accountants to audit
the financial statements of the Company and to perform such other
duties as the Board of Directors may from time to time prescribe.

As part of such review of qualifications, the Audit Committee
shall consider management's plans for engaging the independent
public accountants for management advisory services to determine
whether such services could impair the public accountants'
independence. 

   The Audit Committee shall have the power to conduct or
authorize special projects or investigations which the Committee
considers necessary to discharge its duties and responsibilities.

It shall have the power to retain independent outside counsel,
accountants or others to assist it in the conduct of any
investigations and may utilize the Company's General Counsel and
internal auditors for such purpose.

   Section 4.Compensation Committee.  The Compensation Committee
shall consist of such number of directors, who shall not be
officers or employees of the Company or any of its affiliates,
not less than three, as shall from time to time be prescribed by
the Board of Directors.  As authorized by the Board of Directors,
the Compensation Committee shall make recommendations to the
Board of Directors with respect to the compensation of directors
and the administration of the salaries, bonuses, and other
compensation to be paid to the officers of the Company, including
the terms and conditions of their employment, shall review the
compensation of the Chief Executive Officer, and shall administer
all stock option and other benefit plans (unless otherwise
specified in or pursuant to plan documents or resolutions of the
Board of Directors) affecting officers' direct and indirect
remuneration.  

   The Compensation Committee shall review the design, funding
and investment policies of the employee benefit plans of the
Company and its subsidiaries, as appropriate.  The Committee
shall, on its own initiative or upon referral from the Board of
Directors, investigate, analyze and consider the current and
future financial practices of such benefit plans and report and
make such recommendations to the Board of Directors as deemed
appropriate.

   Section 5.Nominating Committee.  The Nominating Committee
shall consist of such number of directors, who shall not be
officers or employees of the Company or any of its affiliates,
not less than three, as shall from time to time be prescribed by
the Board of Directors.

   The Nominating Committee shall review and recommend to the
Board of Directors prior to the annual shareholders' meeting each
year:  (a) the appropriate size and composition of the Board of
Directors; (b) a proxy statement and form of proxy; (c) policies
and practices on shareholder voting; (d) plans for the annual
shareholders' meeting; and (e) nominees:  (i) for election to the
Board of Directors for whom the Company should solicit proxies;
(ii) to serve as proxies in connection with the annual
shareholders' meeting; (iii) for election to all committees of
the Board of Directors; and (iv) for election as executive
officers of the Company.

   The Nominating Committee shall annually assess the performance
of the Board, evaluate the performance of the Chairman and Chief
Executive Officer of the Company, and review the management
organization of the Company and succession plans for the 
Chairman and Chief Executive Officer of the Company, including
consultation with the Chairman of the Board of Directors
regarding persons considered qualified to fill any vacancy that
may occur in the position of Chairman and Chief Executive
Officer.  In the event of any such vacancy, the Nominating
Committee shall recommend to the Board of Directors a nominee to
fill such vacancy.

   Section 6.Public Issues Committee.  The Public Issues
Committee shall consist of such number of directors, not less
than three, as shall from time to time be prescribed by the Board
of Directors.  A majority of the members shall not be officers or
employees of the Company or any of its affiliates.  

   The Public Issues Committee shall concern itself with current
problems and future trends in respect to public issues that may
affect the Company and shall review and discuss such issues with
the appropriate representatives of management of the Company and
provide guidance as to the Company's policies and positions with
respect thereto.<PAGE>
                                        Article IV

                                         OFFICERS

   Section 1.Officers.  The Board of Directors shall, at its
annual meeting, and may at any other meeting, or any adjournment
thereof, elect from among its members a Chairman of the Board of
Directors and a President.  The Board of Directors may also elect
at such meeting one or more Vice Chairmen and one or more Vice
Presidents, who may have special designations, and may elect at
such meeting a Treasurer, a Controller and a Secretary, who also
may have special designations.

   The Board of Directors may elect or appoint such other
officers and agents as it shall deem necessary, or as the
business of the Company may require, each of whom shall hold
office for such period, have such authority and perform such
duties as the Board of Directors may prescribe from time to time.



   Any two or more offices, except the offices of Chairman of the
Board of Directors and Secretary, the offices of President and
Secretary and the offices of Chief Financial Officer (regardless
of title) and Controller, may be held by the same person, but no
officer shall execute, acknowledge or verify any instrument in
more than one capacity.  

   Section 2.Term of Office.  Each officer elected by the Board
of Directors shall hold office until the annual meeting of the
Board of Directors following the next annual meeting of
shareholders and until his or her successor is elected, or until
such earlier date as shall be prescribed by the Board of
Directors at the time of his or her election.  Any officer may be
removed at any time, with or without cause, by the vote of a
majority of the members of the Board of Directors.  

   Section 3.Vacancies.  A vacancy in any office caused by the
death, resignation, retirement, or removal of the person elected
thereto, or by any other cause, may be filled for the unexpired
portion of the term by election of the Board of Directors at any
meeting.  In case of the absence or disability, or refusal to act
of any officer of the Company, or for any other reason that the
Board of Directors shall deem sufficient, the Board of Directors
may delegate, for the time being, the powers and duties, or any
of them, of such officer to any other officer or to any director,
consistent with the limitations in Section 1.  

   Section 4.The Chairman of the Board of Directors.  The
Chairman of the Board of Directors shall be the chief executive
officer of the Company and shall have general direction over the
affairs of the Company, subject to the control and direction of
the Board of Directors.  The Chairman shall, when present,
preside as chairman at all meetings of the shareholders and of
the Board of Directors.  The Chairman may call meetings of the
shareholders and of the Board of Directors and of the committees
whenever he or she deems it necessary.  The Chairman shall, in
the absence or incapacity of the President, perform all duties
and functions and exercise all the powers of the President.  The
Chairman shall have such other powers and perform such other
duties as from time to time may be prescribed by the Board of
Directors.  

   Section 5.The President.  The President shall have general
direction over the day-to-day business of the Company, subject to
the control and direction of the Chairman of the Board of
Directors.  The President shall keep the Chairman of the Board of
Directors fully informed concerning the activities of the Company
under his supervision.  The President shall, in the absence or
incapacity of the Chairman of the Board of Directors, perform all
duties and functions and exercise all the powers of the Chairman
of the Board of Directors.  In the absence of the Chairman of the
Board of Directors, the President shall preside at meetings of
the shareholders and of the Board of Directors.  The President
shall have such other powers and perform such other duties as are
incident to the office of President and as from time to time may
be prescribed by the Board of Directors. 

   Section 6.Vice Chairmen and Vice Presidents.  Each Vice
Chairman and each Vice President shall have such powers and
perform such duties as from time to time may be assigned to him
or her by the Board of Directors or be delegated to him or her by
the Chairman of the Board of Directors or by the President.  The
Board of Directors may assign to any Vice Chairman or Vice
President general supervision and charge over any territorial or
functional division of the business and affairs of the Company. 
In the absence or incapacity of the Chairman of the Board of
Directors and the President, the powers, duties, and functions of
the President shall be temporarily performed and exercised by
such one of the Vice Chairmen or Vice Presidents as shall be
designated by the Board of Directors or, if not designated by the
Board of Directors, by the Executive Committee or, if not
designated by the Executive Committee, by the President.  

   Section 7.Chief Financial Officer.  The Chief Financial
Officer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of
the properties and business transactions of the Company,
including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings, and
shares.  The books of account shall at all reasonable times be
open to inspection by any director. 

   The Chief Financial Officer shall deposit all money and other
valuables in the name and to the credit of the Company with such
depositaries as may be designated by the Board of Directors.  He
or she shall disburse the funds of the Company as may be ordered
by the Board of Directors, shall render to the Board of
Directors, the Chairman of the Board of Directors, or the
President, whenever they request it, an account of all of his or
her transactions as Chief Financial Officer and of the financial
condition of the Company, and shall have such other powers and
perform such other duties as may be prescribed by the Board of
Directors, the Chairman of the Board of Directors, the President
or these By-Laws.

   Section 8.Controller.  The Controller shall have general
charge, control, and supervision over the accounting and auditing
affairs of the Company.  The Controller or such persons as the
Controller shall designate shall have responsibility for the
custody and safekeeping of all permanent records and papers of
the Company.  The Controller shall have responsibility for the
preparation and maintenance of the books of account and of the
accounting records and papers of the Company; shall supervise the
preparation of all financial statements and reports on the
operation and condition of the business; shall have
responsibility for the establishment of financial procedures,
records, and forms used by the Company; shall have responsibility
for the filing of all financial reports and returns, except tax
returns, required by law; shall render to the Chairman of the
Board of Directors, the President, or the Board of Directors,
whenever they may require, an account of the Controller's
transactions; and in general shall have such other powers and
perform such other duties as are incident to the office of
Controller and as from time to time may be prescribed by the
Board of Directors, the Chairman of the Board of Directors, or
the President.  

   Section 9.Secretary.  The Secretary shall attend and keep the
minutes of meetings of the shareholders, of the Board of
Directors, and of all committees of the Company in books of the
Company provided for that purpose; may sign with the Chairman of
the Board of Directors, the President, any Vice Chairman or any
Vice President, or the Manager of any Department, in the name of
the Company, contracts and other instruments authorized by the
Board of Directors or by the Executive Committee, and in proper
cases shall affix the corporate seal thereto; shall see that
notices are given and corporate records and reports are properly
kept and filed by the Company as required by these By-Laws or as
required by law; and in general shall have such other powers and
perform such other duties as are incident to the office of
Secretary and as from time to time may be prescribed by the Board
of Directors, the Chairman of the Board of Directors, or the
President.  

   Section 10.Compensation.  The salaries and other compensation
of all officers elected by the Board of Directors shall be fixed
from time to time by or under the direction of the Board of
Directors.  

                                         Article V

                         INDEMNIFICATION OF DIRECTORS AND
OFFICERS

   Section 1.Indemnification.  Any person (hereinafter called an
"Indemnitee") made, or threatened to be made, a party to, or who
is otherwise involved in, any action, suit or proceeding whether
civil, criminal, administrative or investigative, by reason of
the fact that such Indemnitee, or his or her testator or
intestate, is or was a director or officer of the Company, or,
while a director or officer of the Company and at the request of
the Company, is or was serving another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise
in any capacity, shall be indemnified by the Company to the full
extent permitted by applicable law, against judgments, fines,
amounts paid in settlement and all expenses, including attorneys'
fees, actually incurred as a result of such action, suit or
proceeding, or any appeal therein.  

   Without limitation of the foregoing, the Company shall be
deemed to have requested an Indemnitee to serve an employee
benefit plan where the performance by such person of his or her
duties to the Company also imposes duties on, or otherwise
involves services by, such person to the plan or participants or
beneficiaries of the plan.  Excise taxes assessed on an
Indemnitee with respect to an employee benefit plan pursuant to
applicable law shall be considered fines.  

   Section 2.Partial Indemnity.  If an Indemnitee is entitled
under any provision of this Article V to indemnification by the
Company for some or a portion of the amounts indemnified against,
but not for the total amount thereof, the Company shall
nevertheless indemnify such Indemnitee for the portion thereof to
which such Indemnitee is entitled.  

   Section 3.Advancement of Expenses.  Except as prohibited by
applicable law, the Company shall, from time to time, reimburse
or advance to any Indemnitee the funds necessary for payment of
expenses incurred in connection with any action, suit or
proceeding referred to in Section 1, upon receipt of a written
undertaking by or on behalf of such Indemnitee to repay such
amounts if and to the extent that such repayment is required
pursuant to applicable law.  

   Section 4.Corporate Action; Judicial Review.  Upon receipt of
a request to be indemnified, or for the reimbursement or
advancement of expenses, the Company shall promptly proceed in
good faith to take all actions necessary to a determination of
whether or not the Indemnitee is entitled to such payment
pursuant to this Article V.  If such a request is not paid in
full by the Company within thirty days after receipt of a written
claim therefor, the Indemnitee may at any time thereafter bring
suit against the Company to recover the unpaid amount of the
claim and, if successful in whole or in part, the Indemnitee also
shall be entitled to be reimbursed by the Company for the
expenses actually incurred, including attorneys' fees, of
prosecuting such claim.  Neither a determination that such
payments are improper under the circumstances, nor the failure of
the Company (including its Board of Directors, Independent
Counsel (as hereinafter defined) or shareholders) to have made a
determination, prior to the commencement of such action, that
such payments are proper under the circumstances, shall be a
defense to the action or shall create a presumption that the
Indemnitee is not entitled to the payment requested. 
Notwithstanding any other provision of this Article V, in any
action hereunder by the Indemnitee against the Company to secure
indemnification or reimbursement or advancement of expenses, to
the extent permitted by applicable law, the Company shall bear
the burden of proof that the Indemnitee is not entitled to such
payments.  

   Section 5.Contract Right.  The right to indemnification and to
the reimbursement or advancement of expenses pursuant to this
Article V (a) is a contract right provided in consideration of
services to the Company, with respect to which an Indemnitee may
bring suit as if the provisions of this Article V were set forth
in a separate written contract between the Company and such
Indemnitee, (b) is intended to be retroactive and shall, to the
extent permitted by applicable law, be available with respect to
events occurring prior to the adoption hereof, and (c) shall
continue to exist after any future rescission or restrictive
modification hereof with respect to any alleged cause of action
that accrues, or any other incident or matter that occurs, prior
to such rescission or modification.  It is the intent of the
Company to irrevocably establish hereby the right of Indemnitees
to all indemnification that is not prohibited by applicable law. 


   Section 6.Change in Control.  If there has been a Change in
Control of the Company (as hereinafter defined) within five years
prior to any request for indemnification or reimbursement or
advancement of expenses pursuant to this Article V, then with
respect to all matters thereafter arising concerning the rights
of Indemnitees to payments pursuant to this Article V or under
any other agreement not inconsistent with this Article V now or
hereafter in effect, the Company shall seek legal advice as
specified below only from Independent Counsel (as hereinafter
defined) selected by the Indemnitee and approved by the Company
(which approval shall not be unreasonably withheld).  Such
Independent Counsel shall determine whether and to what extent
the Indemnitee would be permitted to be indemnified under
applicable law, which determination shall include an opinion as
to whether any requisite standard of conduct under applicable law
has been met, and shall render a written opinion to the Company
and the Indemnitee to such effect.  To the extent permitted by
applicable law, the Company shall be required by this Section 6
to authorize indemnification to the extent such opinion of
Independent Counsel indicates that indemnification is permitted
under applicable law; provided, however, that nothing in this
Section 6 shall be deemed to abrogate the duties of any director
of the Company to participate in any determination required to be
made under applicable law as to whether such payments shall be
made.  The Company agrees to pay the reasonable fees of such
Independent Counsel and to indemnify such counsel fully against
any and all expenses, claims, liabilities and damages arising out
of or relating to this Article V or the engagement of such
Independent Counsel pursuant hereto.  

   A "Change in Control of the Company" shall be deemed to have
occurred if (a) any "person" (as such term is used in Section
13(d) of the Securities Exchange Act of 1934) is or becomes the
beneficial owner (as defined in Rule 13d-3 under such Act),
directly or indirectly, of securities of the Company representing
25% or more of the combined voting power of the Company's then
outstanding voting shares, or (b) during any period of two
consecutive years, individuals who at the beginning of such
period constitute the Board of Directors of the Company cease for
any reason to constitute at least a majority thereof unless the
election of each director who was not a director at the beginning
of the period was approved by a vote of a least 75% of the
directors then still in office who were directors at the
beginning of the period.  

   "Independent Counsel" shall refer to an attorney-at-law who at
the time of his or her selection shall not have otherwise
performed services for the Company or the Indemnitee within the
previous five years.  Independent Counsel shall not be any person
who, under the standards of professional conduct to which he or
she is legally subject, would have a conflict of interest in
representing either the Company or the Indemnitee in connection
with the determination of the Indemnitee's rights under this
Article V; nor shall Independent Counsel be any person who has
been sanctioned or censured for ethical violations of such
standards of professional conduct.  

   Section 7.Period of Limitations.  To the extent such
limitation is permitted by applicable law, no legal action shall
be brought and no cause of action shall be asserted by or in the
right of the Company or any affiliate of the Company against an
Indemnitee, Indemnitee's spouse, heirs, testators, intestates,
executors, administrators or personal or legal representatives
after the expiration of three years from the date of accrual of
such cause of action, and any claim or cause of action of the
Company or any affiliate shall be extinguished and deemed
released unless asserted by the timely filing of a legal action
within such three year period; provided, however, that if any
shorter period of limitations is otherwise applicable to any such
cause of action, such shorter period shall govern.  

   Section 8.Non-exclusivity.  The rights of Indemnitees under
the foregoing provisions of this Article V shall be in addition
to any other rights such persons may have under a resolution of
the shareholders of the Company, a resolution of its directors,
the Certificate of Incorporation of the Company as amended or
restated from time to time, the New York Business Corporation
Law, the common law, any insurance policy, any agreement or
otherwise.  In addition to the foregoing provisions of this
Article V, indemnification and reimbursement and advancement of
expenses may be authorized pursuant to this Article V by a
resolution of the shareholders of the Company, a resolution of
its directors or an agreement providing for such indemnification.

The Company shall not be liable under this Article V to make any
payment to an Indemnitee to the extent that such person has
otherwise actually received payment of the amounts otherwise
indemnifiable hereunder.  

   Section 9.Applicable Law.  Any Indemnitee entitled to
indemnification or to the reimbursement or advancement of
expenses as a matter of right pursuant to this Article V may
elect, to the extent permitted by law, to have the right of
indemnification (or reimbursement or advancement of expenses)
interpreted on the basis of the applicable law in effect at the
time of the occurrence of the event or events giving rise to the
action, suit or proceeding, or on the basis of the applicable law
in effect at the time indemnification (or reimbursement or
advancement of expenses) is sought.  


                                        Article VI 

                         STOCK CERTIFICATES AND TRANSFER OF STOCK

   Section 1.Certificates of Stock.  Certificates representing
shares of the Company shall be in such form, consistent with law,
as shall be approved by the Board of Directors.  They shall be
signed by the Chairman of the Board of Directors or President or
a Vice Chairman or a Vice President, and by the Secretary or
Treasurer or by an Assistant Secretary or Assistant Treasurer,
and shall be sealed with the corporate seal of the Company.  Such
seal may be an engraved or printed facsimile, and the signature
of such officers of the Company, or any of them, may be printed
facsimiles if such certificates are countersigned by a Transfer
Agent or registered by a Registrar other than the Company itself
or an employee thereof.  In case any officer who shall have
signed any such certificate, or whose facsimile signature shall
have been used thereon, shall cease to be such officer before
such certificate shall have been issued by the Company, such
certificate may be issued by the Company with the same effect as
if such officer had not ceased to be such at the date of the
issuance of such certificate.  The signature of the Transfer
Agent and Registrar on a certificate representing shares of the
Company may also be a printed facsimile when the same entity acts
in the dual capacity.  

   Section 2.Transfer of Certificated Stock.  Certificated shares
of the Company shall be transferred on the books of the Company
only upon surrender of the certificate or certificates therefor
to the Treasurer of the Company, or to any authorized Transfer
Agent, properly endorsed or accompanied by proper assignments
duly executed by the registered holder thereof in person or by
his or her attorney duly authorized in writing; except that with
respect to certificates alleged to have been lost, stolen, or
destroyed, a new certificate may be issued without cancellation
of the original certificate, but only upon production of such
evidence of the loss, theft, or destruction of the original
certificate, and upon delivery to the Company of a bond of
indemnity in such amount and upon such terms as the Board of
Directors, in its discretion, may require.  Until so transferred
on the books of the Company, the Company shall deem and treat the
registered holder of each certificate for shares as the owner of
such shares for all purposes.  

   Section 3.Transfer Agent and Registrar; Regulations.  The
Company shall maintain one or more transfer offices or agencies,
each under control of a Transfer Agent, where the shares of the
Company may be transferable, and also one or more registry
offices or agencies, each under control of a Registrar, where
such shares may be registered, and no certificate for shares of
the Company shall be valid unless countersigned by such Transfer
Agent and registered by such Registrar.  The Board of Directors
may make such additional rules and regulations as it may deem
expedient concerning the issue, transfer, and registration of
certificates for shares of the Company.  

   Section 4.Record Date of Shareholders.  The Board of Directors
may from time to time fix in advance a date, not more than fifty
nor less than ten days preceding the date of any meeting of
shareholders, and not more than fifty days prior to the date for
the payment of any dividend, or the date for the allotment of any
rights, or the date when any change or conversion or exchange of
shares shall become effective, or the date for any other action
by the shareholders, as a record for the determination of the
shareholders entitled to notice of, and to vote at, any such
meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights,
or to exercise the rights in respect of any such change,
conversion, or exchange of shares, or to take any other action,
and only such shareholders as shall be shareholders of record on
the date so fixed shall be entitled to such notice of, and to
vote at, such meeting and any adjournment thereof, or to receive
payment of such dividend, or to receive such allotment of rights,
or to exercise such rights, or to take such other action, as the
case may be, notwithstanding any transfer of any shares on the
books of the Company after any such record date so fixed.  

   Section 5.Uncertificated Shares.  The Board of Directors may
in its discretion authorize the issuance of shares which are not
represented by certificates and provide for the registration and
transfer thereof on the books and records of the Company or any
Transfer Agent or Registrar so designated.  

   Section 6.Shareholder Records.  The names and addresses of the
persons to whom shares are issued, and the number of shares and
the dates of issue and any transfer thereof, whether in
certificated or uncertificated form, shall be entered on records
kept for that purpose.  The stock transfer records and the blank
stock certificates shall be kept by the Transfer Agent, or by the
Treasurer, or such other officer as shall be designated by the
Board of Directors for that purpose.  Every certificate
surrendered for transfer or exchange shall be cancelled.  

                                        Article VII

                                        FISCAL YEAR

   The fiscal year of the Company shall begin on January 1 in
1994, and thereafter shall begin on the day after the Saturday
closest to December 31 in each year, and shall end on the
Saturday closest to December 31 in 1994 and each year thereafter.

                                       Article VIII

                                           SEAL

   The corporate seal of the Company shall be circular in form
and shall contain the name of the Company and the words "New
York," "1906," and "Seal."  The Secretary shall have custody of
the seal, and a duplicate of the seal may be kept and used by any
Assistant Secretary.  

                                        Article IX

                                        AMENDMENTS

   These By-Laws may be amended or repealed by the vote of a
majority of the directors present at any meeting of the Board of
Directors at which a quorum is present or by the vote of the
holders of the shares of the Company at the time entitled to vote
in the election of directors at any meeting of the shareholders
at which a quorum is present.