<PAGE>   1
                                                                     EXHIBIT 3.6

                         BYLAWS OF MICHAEL FOODS, INC.
                     (AS AMENDED THROUGH JANUARY 31, 1996)


                                   ARTICLE 1
                                    OFFICES

         Section 1.1.  Offices.  The registered office in the State of Delaware
shall be in the City of Wilmington, County of New Castle. The principal
office of the Company shall be in the City of Minneapolis, State of Minnesota. 
The Company shall also have offices or agencies at such other places as the
Board of Directors from time to time may designate or as the business of the
Company may require.

                                   ARTICLE 2
                            MEETINGS OF STOCKHOLDERS

         Section 2.1.  Place of Meeting.  Meetings of the stockholders shall be
held in the City of Minneapolis, Minnesota, or such other place as the Board 
of Directors from time to time may designate.

         Section 2.2.  Annual Meeting.  The annual meeting of the stockholders 
for the election of directors and for the transaction of such other  business 
as may be properly brought before the meeting shall be held at such time and 
place as shall from time to time be designated by the Board of Directors, on 
or before the last day of June in each year.

         Section 2.3.  Special Meetings.  Special meetings of the stockholders
for any purpose or purposes may be called to be held at any time by the
Chairman of the Board, the President, or a majority of the members of the Board
of Directors then in office.  Special meetings shall be called upon the written
request, addressed to the Chairman of the Board, the President or the Secretary
of the Company, of holders of record of not less than twenty percent (20%) of
the total number of shares of stock outstanding and entitled to vote.  Such
request shall state the purpose or purposes of the proposed meeting.

         Section 2.4.  Notice of Meetings.  Written or printed notice of the
time and place of each annual meeting of stockholders, and of the time, place 
and purpose or purposes of each special meeting of stockholders, shall be
given by the Secretary, either personally or by mail, to each stockholder
entitled to vote at such meeting, not less than ten or more than sixty days
before the date of the meeting.

         If mailed, the notice of an annual or special meeting of stockholders
shall be deemed to be given when deposited in the United States mail, postage
prepaid, addressed to each stockholder entitled to vote at such meeting at his
address as appears on the stock records of the Company.
<PAGE>   2

         If any meeting of the stockholders is adjourned to another time and
place, no notice of such adjourned meeting need be given, other than by
announcement at the meeting at which such adjournment is taken.

         Notice of the time, place and purpose or purposes of any meeting of
the stockholders may be waived in writing by any stockholder either before or
after the meeting, and any such waiver shall be filed with the Secretary or
entered upon the records of the meeting.  Whenever all of the stockholders
shall consent in writing to the holding of a meeting, such meeting shall be
valid without call or notice.

         Section 2.5.  Quorum and Adjournment.  At any meeting of the
stockholders, the holders of record of a majority of the total number of 
outstanding shares of stock of the corporation entitled to vote, present in
person or represented by proxy, shall constitute a quorum for all purposes,
provided that at any meeting at which the holders of any series or class of
stock shall be entitled, voting as a class, to elect directors, the holders of
record of a majority of the total number of outstanding shares of such series
or class, present in person or represented by proxy, shall constitute a quorum
for the purpose of such election.

         If a quorum is present at any meeting of stockholders, the vote of the
holders of a majority of the shares present in person or represented by proxy
at the meeting shall be sufficient for the transaction of any business, unless
otherwise provided by law or by the Certificate of Incorporation.

         In the absence of a quorum at any meeting, the holders of a majority
of the shares of stock entitled to vote thereat, present in person or
represented by proxy at the meeting, may adjourn the meeting, from time to
time, unless the holders of the number of shares requisite to constitute a
quorum shall be present in person or represented 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 2.6.  Organization.  The Chairman of the Board, or in his
absence, the President, or in his absence, the Vice Presidents in the order 
determined by the Board of Directors, or, if all of such officers are absent, 
a stockholder chosen by the holders of a majority in number of shares of stock 
present in person or represented by proxy, shall act as chairman of the 
meeting.  The Secretary, or in his absence, an Assistant Secretary, or in
the absence of both the Secretary and an Assistant Secretary, any person
designated by the chairman, shall act as secretary of the meeting.

         Section 2.7.  Voting.  At each meeting of the stockholders, each
holder of shares of stock of any series or class entitled to vote at such 
meeting shall, as to all matters in respect of which such stock has voting
power, be entitled to vote in person or by proxy appointed by an instrument in
writing signed by such stockholder or by a duly authorized attorney and, except
as otherwise provided by law, shall have one vote for each share of stock
standing in his name on the books of the Company upon each matter submitted to
a vote at the meeting.  All proxies





                                      -2-
<PAGE>   3

shall be in writing and shall be filed with the Secretary of the meeting before
being voted.  Such proxy shall entitle the holder thereof to vote at any
adjournment of such meeting, but shall not be voted after the final adjournment
thereof.  No proxy shall be valid after the expiration of eleven (11) months
from the date of its execution, unless the stockholder executing it shall have
specified therein the length of time it is to continue in force, which shall be
for some limited period.

         The vote upon the election of directors and, upon demand of any
stockholder, the vote upon any matter submitted to a vote at a meeting of the
stockholders, shall be by ballot.

         Prior to each meeting of stockholders, the Board of Directors shall
appoint two Inspectors who shall receive and determine the validity of proxies
and the qualifications of voters, and receive, inspect, 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 shall make such appointments or fill such vacancies.

                                   ARTICLE 3
                               BOARD OF DIRECTORS

         Section 3.1.  General Powers.  The business, property, and affairs of
the corporation shall be managed under the direction of its Board of Directors.

         Section 3.2.  Number, Tenure and Vacancies.  The number of directors
shall be as fixed from time to time by resolution adopted by the Board,
but shall in no event be less than three. Each director shall hold office
during the term for which he shall have been elected and until his successor
shall have been elected and qualified or until his earlier death, resignation
or removal.

         Section 3.3.  Vacancies.  If any vacancy shall occur in the Board of
Directors, the remaining directors though less than a quorum by affirmative 
vote of a majority thereof shall elect a director to fill such vacancy until 
the next annual meeting of the stockholders, and each director so elected shall 
hold office until his successor is elected and qualified.

         Section 3.4.  Resignations.  Any director may resign at any time by
giving written notice to the Chairman of the Board, the President or to
the Secretary of the Company.  Such resignation shall take effect at the date
of receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation by the Board of
Directors shall not be necessary to make it effective.

         Section 3.5.  Place of Meetings.  The Board of Directors may hold its
meetings at such place or places, within or without the State of Delaware, as 
the Board of Directors may from time to time determine.





                                      -3-
<PAGE>   4


         Section 3.6.  Annual Meeting.  A meeting of the Board of Directors, to
be known as the annual meeting, shall be held without notice immediately after, 
and at the same place as, the meeting of the stockholders at which such Board 
of Directors is elected, for the purpose of electing the officers of the 
Company and any committees of the Board of Directors, to be elected under the 
provisions of Articles 4 and 5.

         Section 3.7.  Regular Meetings.  Regular meetings of the Board of
Directors shall be held at least once quarterly at such time and place
as may be set forth in the notice calling said meeting.  Such meetings shall be
called in the same manner as provided for the calling of a special meeting.

         Section 3.8.  Special Meetings.  Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board or by
the President, and shall be called by the Secretary upon the written request of
one-third or more of the directors then in office.  Any such special meeting
may be held at such place as shall be specified in the call, but if no place is
specified, then at the principal office of the Company in the City of
Minneapolis, Minnesota.

         Section 3.9.  Notices.  Written or telegraphic notice of each special
meeting shall be given by the Secretary to each director, by personal
delivery or by mail or telegram addressed to him at his usual business address,
at least two days prior to the meeting in case of notice by telegram or by
personal delivery, which notice shall specify the purpose or purposes of such
special meeting.  Any director may waive notice of any meeting, and the
attendance of a director at any meeting shall constitute a waiver of notice of
such meeting.  No business shall be transacted at any special meeting except
such as shall have been specified in the notice of waiver thereof.

         Section 3.10.  Organization.  Unless the Board of Directors shall by
resolution otherwise provide, the Chairman of the Board, or in his absence, the
President, or in his absence, a Vice President designated by the Board of
Directors, or if all such officers are absent, a director chosen by a majority
of the directors present, shall act as chairman at all meetings of the Board of
Directors; and the Secretary, or in his absence, an Assistant Secretary, or in
the absence of both the Secretary and an Assistant Secretary, such person as
may be designated by the Chairman, shall act as secretary at all such meetings.

         A majority of the directors in office at the time shall constitute a
quorum necessary for the transaction of business, and 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.

         Section 3.11.  Action Without a Meeting.  Any action that might be
taken at a meeting of the Board of Directors may be taken without a meeting
upon the signed concurrence in writing of all the directors.





                                      -4-
<PAGE>   5


         Section 3.12.  Compensation of Directors.  Each Director, as such,
shall be entitled to receive reimbursement for his reasonable expenses incurred
in attending meetings or otherwise in connection with his attention to the
affairs of the Company, and to compensation fixed by the Board of Directors
from time to time.

                                   ARTICLE 4
                                   COMMITTEES

         Section 4.1.  Appointment of Committees.  The Board of Directors from
time to time may appoint from among its members such committees as the Board 
may determine, which shall in each case consist of not less than two (2)
directors, and which shall have such powers and duties as shall from time to
time be prescribed by the Board.  Each member of any such committee shall be
entitled to receive reimbursement for his reasonable expenses incurred in
attending meetings or otherwise in connection with his attention to the affairs
of the Company, and to such compensation as may be fixed from time to time by
the Board of Directors.

         A majority of the members of any committee may fix its rules of
procedure.  All action by any committee shall be reported to the Board of
Directors at a meeting succeeding such action and shall be subject to revision,
alteration, and approval of the Board of Directors; provided that no rights or
acts of third parties shall be affected by any such revision or alteration.

         Section 4.2.  Executive Committee.  The Board of Directors may, in its
discretion, by majority vote of the whole Board, elect annually from the 
directors an Executive Committee, consisting, in addition to the Chairman
of the Board and the President, who shall be members ex officio, of such a
number of directors, not less than three nor more than five, as from time to
time shall be prescribed by the Board of Directors; and may change the
membership of, fill vacancies in, or dissolve such Committee.  Unless otherwise
provided by resolution of the Board of Directors, the Executive Committee shall
have and may exercise the powers of the Board of Directors when it is not in
session, except such powers as may not be delegated pursuant to the Delaware
General Corporation Law and except action in respect of dividends to
stockholders, election of officers or the filling of vacancies in the Board of
Directors or the Executive Committee.  Among its powers, the Executive
Committee shall have power to authorize the seal of the Company to be affixed
to all papers which may require it.

         The Executive Committee shall elect a Chairman to serve for such term
as it may determine, shall determine its own rules of procedure and shall meet
at such times and places and upon such call or notice as shall be provided by
such rules.  It shall keep a record of its acts and proceedings, and all action
of the Committee shall be reported to the Board of Directors at the next
meeting of the Board.  At each meeting of the Committee, the presence of a
majority of the Committee shall be necessary to constitute a quorum for the
transaction of business, and if a quorum is present the concurrence of a
majority of those present shall be necessary for the taking of any action
thereat.





                                      -5-
<PAGE>   6

         Each member of the Executive Committee shall be entitled to receive
reimbursement for his reasonable expenses incurred in attending meetings or
otherwise in connection with his attention to the affairs of the Company, and
to such compensation as may be fixed from time to time by the Board of
Directors.

                                   ARTICLE 5
                                    OFFICERS

         Section 5.1.  Officers.  The officers of the Company shall be a
Chairman of the Board, a President, one or more Vice Presidents, a Secretary, 
one or more Assistant Secretaries, a Treasurer, one or more Assistant 
Treasurers, all of whom shall be elected by the Board of Directors.

         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.  The President shall have authority to appoint any officers, agents or
employees other than those elected or appointed by the Board of Directors, and
to prescribe their authority and duties, which may include the authority to
appoint subordinate officers, agents or employees, but, as to major executive
officers, such appointments shall be with the advice and consent of the
Executive Committee.

         Any two or more offices, except those of President and Vice President,
and President and Secretary, may be held by the same person, but no officers
shall execute, acknowledge or verify any instrument in more than one capacity.

         In case of the election of more than one Vice President, the Board of
Directors may determine the rank of the respective Vice Presidents, by
designating them as First Vice President, Second Vice President, and so on, or
in any other manner authorized by the Board of Directors.

         Section 5.2.  Term of Office.  Each officer elected or appointed by
the Board of Directors shall hold office until the next annual meeting of the 
Board of Directors and until his successor is elected.  Any officer may be 
removed at any time, with or without cause, by the affirmative vote of a
majority of the whole Board of Directors.  Any officers, agents or employees
not elected or appointed by the Board of Directors shall hold office at the
discretion of the President or of the officer appointing him.

         Section 5.3.  Resignation.  Any officer may resign at any time by
giving written notice to the Board of Directors, or to the President or
Secretary, or to the officer appointing him.  Any such resignation shall take
effect at the date of the receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.





                                      -6-
<PAGE>   7

         Section 5.4.  Vacancies.  A vacancy in any office caused by the death,
resignation, removal or disqualification of the person elected or appointed 
thereto, or by any other cause, shall be filled for the unexpired portion of 
the term in the same manner as prescribed in these Bylaws for regular election 
or appointment to such office.  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 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.

         Section 5.5.  The Chairman of the Board.  The Chairman of the Board
shall be elected from among the directors of the Company. He shall, when 
present, preside as Chairman of all meetings of the stockholders and of
the Board of Directors.  The Chairman of the Board shall advise with the
President concerning the affairs of the Company, the preparation of the Annual
Budget and on matters of general policy affecting the business and operation of
the Company, and, in addition, shall have such other authority and perform such
other duties as the Board of Directors or the Executive Committee may from time
to time prescribe.  He shall be ex officio a member of the Executive Committee
and may call meetings of the Executive Committee when he deems it necessary,
and shall call meetings of the Executive Committee when requested to do so by
two or more of the members thereof. 

         Section 5.6.  The President.  The President shall be elected from among
the directors of the Company.  He shall have general charge, control, and
supervision over the management and direction of the business, property, and
affairs of the Company, subject to the control and direction of the Board of
Directors.  He shall consult with the Chairman of the Board concerning the
affairs of the Company, the preparation of the Annual Budget and on matters of
general policy affecting the business and operation of the Company.  He shall
be ex officio member of the Executive Committee.

         The President is authorized to sign, execute and acknowledge, in the
name and on behalf of the Company, all deeds, mortgages, bonds, notes,
debentures, stock certificates, contracts, leases, reports, and other documents
and instruments, except where the signing and execution thereof by some other
officer, agent or representative of the Company shall be expressly authorized
and directed by law or by the Board of Directors or by these Bylaws.  Unless
otherwise provided by law or the Board of Directors, the President may
authorize any officer, employee or agent of the Company to sign, execute and
acknowledge, in the name and on behalf of the Company and in his place and
stead, all such documents and instruments.  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 Chairman or the Board of
Directors.

         Section 5.7.  The Vice Presidents.  In the absence of the President or
during his disability or refusal to act, his powers and duties shall 
temporarily devolve upon such one of the Vice Presidents as shall be designated
by the Board of Directors or, if not designated by the Board of Directors, by
the President; provided, however, that no Vice President shall act as a member
of or chairman of any committee of which the President is a member or chairman
by designation or ex officio, except at the direction of the Board of
Directors.





                                      -7-
<PAGE>   8

         Each Vice President shall have such powers and perform such other
duties as from time to time may be assigned to him by the Board of Directors or
be delegated to him by the President, including, unless otherwise ordered by
the Board of Directors, the power to sign, execute and acknowledge all
documents and instruments referred to in Section 6 of this Article 5.  The
Board of Directors may assign to any Vice President general supervision and
charge over any branch of the business and affairs of the Company, subject to
the control of the Board of Directors and the President.

         Section 5.8.  The Secretary.  The Secretary shall attend and keep the
minutes of meetings of the stockholders, of the Board of Directors and, unless 
otherwise directed by such committee, of all committees, in books of the
Company provided for that purpose; shall have custody of the corporate records
of the Company; shall see that notices are given and records and reports
properly kept and filed by the Company as required by these Bylaws or as
required by law; shall be the custodian of the corporate seal of the Company
and see that it is affixed to all documents to be executed on behalf of the
Company under its seal; and, in general, shall have such other powers and
perform such other duties as are incident to the office of Secretary and as may
from time to time be assigned to him by the Board of Directors, the Chairman of
the Board or the President.

         Section 5.9.  Assistant Secretaries.  In the absence of the Secretary,
or during his disability or refusal to act, his powers and duties shall
temporarily devolve upon such one of the Assistant Secretaries as the President
or the Board of Directors may direct, or, if there be but one Assistant
Secretary, then upon such Assistant Secretary.  The Assistant Secretaries shall
have such other powers and perform such other duties as from time to time may
be assigned to them, respectively, by the Board of Directors or be delegated to
them by the Chairman of the Board, the President or the Secretary.

         Section 5.10.  Treasurer.  The Treasurer shall have responsibility for
the custody and safekeeping of all funds of the Company and shall have charge
of their collection, receipt and disbursement; shall have responsibility for
the custody and safekeeping of all securities of the Company; shall receive and
have authority to sign receipts for all moneys paid to the Company and shall
deposit the same in the name and to the credit of the Company in such banks or
depositories as the Board of Directors shall approve; shall endorse for
collection on behalf of the Company all checks, drafts, notes and other
obligations payable to the Company; shall disburse the funds of the Company
only in such manner as provided in these Bylaws or as the Board of Directors
may require; shall sign or countersign all notes, endorsements, guaranties and
acceptances made on behalf of the Company when and as directed by the Board of
Directors; shall keep full and accurate accounts of the transactions of his
office in books belonging to the Company and render to the Board of Directors,
whenever it may require, an account of his transactions as Treasurer; and, in
general, shall have such other powers and perform such other duties as are
incident to the office of Treasurer and as from time to time may be prescribed
by the Board of Directors.





                                      -8-
<PAGE>   9

         The Treasurer shall give bond for the faithful discharge of his duties
in such sum and with such surety or sureties as the Board of Directors may
require.

         Section 5.11.  Assistant Treasurers.  In the absence of the Treasurer
or during his disability or refusal to act, his powers and duties shall
temporarily devolve upon such one of the Assistant Treasurers as the President
or the Board of Directors may direct, or, if there be but one Assistant
Treasurer, then upon such Assistant Treasurer.  The Assistant Treasurers shall
have such other powers and perform such other duties as from time to time may
be assigned to them, respectively, by the Board of Directors or be delegated to
them by the President or the Treasurer.  Each Assistant Treasurer shall give
bond for the faithful discharge of his duties in such sum and with such surety
or sureties as the Board of Directors may require.

         Section 5.12.  Compensation.  The salaries or other compensation of
all officers elected or appointed by the Board of Directors shall be fixed from
time to time by the Board of Directors.  The salaries or other compensation of
all other officers, agents and employees of the Company shall be fixed from
time to time by the President, but only within such limits as to amount, and in
accordance with such other conditions, if any, as from time to time may be
prescribed by the Board of Directors.

                                   ARTICLE 6
                                VOTING OF STOCKS

         Unless otherwise ordered by the Board of Directors, the President
shall have full power and authority, in the name and on behalf of the Company,
to attend, act and vote at any meeting of stockholders of any corporation in
which the Company may hold shares of stock, and at any such meeting shall
possess and may exercise any and all rights and powers incident to the
ownership of such shares of stock and which, as the holder thereof, the Company
might possess and exercise if personally present, and may exercise such power
and authority through the execution of proxies or may delegate such power and
authority to any other officer, agent or employee of the Company.

                                   ARTICLE 7
              CERTIFICATES FOR SHARES OF STOCK AND THEIR TRANSFER

         Section 7.1.  Certificates of Stock.  Certificates representing shares
of the capital stock of the Company shall be in such form, consistent with law 
and the Certificate of Incorporation, as shall be approved by the Board of 
Directors.  They shall be consecutively numbered by series or classes in the 
order of their issue and shall be signed by the President or a Vice President 
and by the Secretary or an Assistant Secretary, and shall be sealed with the 
corporate seal of the Company.  Such seal and the signatures of such officers 
of the Company, or any of them, may be engraved or printed facsimiles, if such 
certificates are signed by a Transfer Agent or Transfer Clerk and registered 
by a Registrar appointed by the Board of Directors.  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





                                      -9-
<PAGE>   10

Company, such certificate may, nevertheless, be used by the Company with the
same effect as if such officer had not ceased to be such at the date of
issuance of such certificate.

         The names and addresses of the persons to whom certificates for shares
of capital stock are issued, and the number of series or class of shares
represented by and the date of issue and transfer of each certificate, shall be
entered on books of the Company kept for that purpose.  The stock record and
transfer books and the blank stock certificates shall be kept by such Transfer
Agent or Transfer Clerk or by the Secretary or such other officer as shall be
designated by the Board of Directors for that purpose.  Every certificate
surrendered to the Company for transfer or exchange shall be canceled and shall
show thereon the date of cancellation.

         Section 7.2.  Transfer of Stock.  Shares of capital stock of the
Company shall be transferred on the books of the Company only upon surrender 
of the certificate or certificates therefor to the Secretary of the Company, 
or to the Transfer Agent or Transfer Clerk of such Agent or Clerk be appointed, 
properly endorsed or accompanied by proper assignments duly executed by the 
registered holder thereof in person or by his attorney duly authorized in 
writing.  Until so transferred on the books of the Company, the Company shall 
deem and treat the registered holder of each certificate for shares of capital 
stock as the owner of such shares for all purposes.

         Section 7.3.  Transfer Agent and Registrar; Regulations.  The Company
shall, if and whenever the Board of Directors shall so determine, maintain one 
or more transfer offices or agencies, each in charge of a Transfer Agent 
designated by the Board of Directors, where the shares of the capital stock of 
the Company may be transferable, and also one or more registry offices, each 
in charge of a Registrar designated by the Board of Directors, where such 
shares of capital stock may be registered, and no certificates for shares of 
the capital stock of the Company in respect of which a Transfer Agent and 
Registrar shall have been designated shall be valid unless countersigned by
such Transfer Agent and registered by such Registrar.  The Board of Directors
may also make such additional rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
the capital stock of the Company.

         Section 7.4.  Lost, Destroyed and Mutilated Certificates.  The holder
of any shares of capital stock of the Company shall immediately notify the 
Company of any loss, destruction or mutilation of the certificate therefor,
and the Board of Directors may, in its discretion, cause a new certificate or
certificates to be issued to him, upon the surrender of the mutilated
certificate, or, in case of loss or destruction of the certificate, upon
satisfactory proof of such loss or destruction and upon such terms and
indemnity as the Board of Directors may prescribe.

         Section 7.5.  Closing of Stock Transfer Books.  When and as from time
to time ordered by the Board of Directors, the stock transfer books of the 
Company shall be closed for a period not exceeding sixty days preceding the
date for payment of any dividend or the date for the allotment of any rights or
the date when any change or conversion or exchange of stock of the





                                      -10-
<PAGE>   11

Company shall become effective, or for a period not exceeding sixty days in
connection with obtaining the consent of stockholders for any purpose.

         In lieu of closing the stock transfer books as aforesaid, the Board of
Directors may from time to time fix in advance a date, not exceeding sixty days
preceding the date of any meeting of stockholders, or 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 capital stock shall become effective,
or a date in connection with obtaining any such consent, as a record date for
the determination of the stockholders 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 capital stock
or to give such consent, and only such stockholders as shall be stockholders 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 give such consent, as the case may be, notwithstanding any transfer of
any shares of capital stock on the books of the Company after any such record
date so fixed.

                                   ARTICLE 8
                                      SEAL

         The Board of Directors shall provide a suitable corporate seal
containing the name of the corporation, the year of its organization, and the
words "Corporate Seal, Delaware."  The seal may be used by causing it or a
facsimile to be impressed or affixed or reproduced or otherwise.  The Secretary
shall have custody of such seal, but when so directed by the Board of
Directors, a duplicate of the seal may be kept and used by any Assistant
Secretary.

                                   ARTICLE 9
                                   AMENDMENTS

         These Bylaws may be altered, amended, or repealed, and new bylaws may
be adopted, at any meeting of the Board of Directors called for the purpose, by
the affirmative vote of a majority of the whole Board of Directors.





                                      -11-