EXHIBIT 3(b)

                              Sears, Roebuck and Co.





                                    By-Laws
                                  As Amended 
                                August 12, 1998









                                 Incorporated
                                  New York
                                    1906

































                                      Contents

                                      By-Laws
Article I
MEETINGS OF SHAREHOLDERS
Section 1.Place of Meetings  1
Section 2.Annual Meetings  1
Section 3.Special Meetings  2
Section 4.Notice of Meetings  3
Section 5.Quorum  3
Section 6.Organization and Adjournment  3
Section 7.Voting  3
Section 8.Inspectors of Election  3

Article II
BOARD OF DIRECTORS
Section 1.Number, Qualification and Term of Office  3
Section 2.Vacancies  4
Section 3.Resignations  4
Section 4.Place of Meetings  4
Section 5.Annual Meetings  4
Section 6.Other Meetings  4
Section 7.Notice of Meetings  4
Section 8.Organization, Quorum, Written Consents 
and Meetings by Telephone or Similar Equipment4
Section 9.Compensation  5

Article III
COMMITTEES
Section 1.Creation and Organization.  5
Section 2.Executive Committee  6
Section 3.Audit Committee  6
Section 4.Compensation Committee  7
Section 5.Nominating Committee.  7

Article IV
OFFICERS
Section 1.Officers  7
Section 2.Term of Office  8
Section 3.Vacancies  8
Section 4.The Chairman of the Board of Directors  8
Section 5.The President  8
Section 6.Vice Chairmen and Vice Presidents  8
Section 7.Chief Financial Officer  8
Section 8.Controller  9
Section 9.Secretary  9
Section 10.Compensation  9

Article V
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1.Indemnification  9
Section 2.Partial Indemnity  9
Section 3.Advancement of Expenses  9
Section 4.Corporate Action; Judicial Review 10
Section 5.Contract Right 10
Section 6.Change in Control 10
Section 7.Period of Limitations 11
Section 8.Non-exclusivity 11
Section 9.Applicable Law 11

Article VI
STOCK CERTIFICATES AND TRANSFER OF STOCK
Section 1.Certificates of Stock 11
Section 2.Transfer of Certificated Stock 12
Section 3.Transfer Agent and Registrar; Regulations 12
Section 4.Record Date of Shareholders 12
Section 5.Uncertificated Shares 12
Section 6.Shareholder Records 12

Article VII
FISCAL YEAR 12

Article VIII
SEAL 13
Article IX
AMENDMENTS 13










                                     By-Laws
                                       of
                             Sears, Roebuck and Co.
                                   as amended to
                                  August 12, 1998

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 45 days nor more than 75 days prior to the first
anniversary of the date on which the Company first mailed its proxy materials
for 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 the anniversary date of the preceding
year's annual meeting, 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 Chairman of the Board of Directors, the President, the
Secretary, or a Vice President designated by the Chairman and served by mail
upon each shareholder of record entitled to vote at such meeting not less
than ten nor more than sixty 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 such shareholder in accordance with applicable law, 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 25 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, and a Nominating 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 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 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.  The Committee shall also periodically review the Company's
policies with respect to compliance with laws and regulations. After such
reviews, the Committee shall report thereon to the Board of Directors.

The  Committee shall:(1) review recommendations made by the Company's
independent public accountants and internal auditors 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, internal auditors, and compliance office concerning compliance
by management with governmental laws and regulations and with the Company's
policies relating to business practices and procedures, ethics, conflicts of
interest, perquisites and use of corporate assets.  

The Committee shall meet with the Company's independent public accountants,
internal auditors or compliance officer, without management present, whenever
the Committee shall deem it appropriate. 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 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 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 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, internal
auditors or compliance officer 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. 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 review the Company's Corporate
Governance Guidelines, 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.



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 sixty nor less than ten days
preceding the date of any meeting of shareholders, and not more than sixty
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.