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                                                                EXHIBIT 3(C)



                              AMENDED AND RESTATED
                                    BY-LAWS
                                       OF
                         ZENITH ELECTRONICS CORPORATION
                         EFFECTIVE AS OF APRIL 23, 1997

                                   ARTICLE I

                                    Offices

     Section 1. The registered office in the State of Delaware shall be in the
City of Wilmington, County of New Castle, State of Delaware.

     Section 2. The corporation may also have offices at such other places both
within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            Meetings of Stockholders

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

     Section 2. An annual meeting of stockholders shall be held for the purpose
of electing directors and transacting such other business as may properly be
brought before the meeting.  The date of the annual meeting shall be determined
by the board of directors.

     Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote
thereat not less than twenty nor more than sixty days before the date of the
meeting.  At an annual meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting (a) by or at the
direction of the board of directors or (b) by any stockholder of the
corporation who complies with the notice procedures set forth in this Section
3. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing
to the secretary of the corporation.  Except as otherwise provided in
Regulation 14A under the Securities Exchange Act of 1934, as amended, to be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation not less than sixty days nor
more than ninety days prior to the meeting; provided, however, that in the
event that less than seventy-five days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be received not later than the close of business
on the tenth day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure was made.  A stockholder's
notice to the secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting


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(a) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the corporation's books,
of the stockholder proposing such business, (c) the number of shares of common
stock of the corporation which are beneficially owned by the stockholder and
(d) any material interest of the stockholder in such business.  Notwithstanding
anything in these by-laws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this
Section 3. The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting and in accordance with the provisions of this Section 3, and
if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.

     Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders a complete list of the stockholders entitled to vote at said
meeting, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder.  Such list shall be open
to the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city, town or village where the meeting
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of the meeting during the
whole time thereof, and subject to the inspection of any stockholder who may be
present.

     Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the Chairman or president and shall be called
by the secretary at the direction of a majority of the board of directors or at
the request in writing of stockholders owning at least a majority of the entire
capital stock of the corporation issued and outstanding and entitled to vote.

     Section 6. Written notice of a special meeting of stockholders, stating
the place, date and hour of the meeting and the purpose or purposes for which
the meeting is called, shall be given to each stockholder entitled to vote
thereat, not less than ten nor more than sixty days before the date fixed for
the meeting.

     Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     Section 8. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation.  If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented.  At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.  If the adjournment is for more than thirty days, or if after
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

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     Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or
of the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

     Section 10. Unless otherwise provided in the certificate of incorporation
and subject to statutory provisions relating to the fixing of record dates,
each stockholder shall at every meeting of the   stockholders be entitled to
one vote in person or by proxy for each share of the capital stock having
voting power held by such stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer period.

     Section 11. Any action required to be taken at a meeting of the
stockholders, or any other action which may be taken at a meeting of the
stockholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by stockholders having not less than
the minimum number of votes that would be necessary to authorize or to take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.

                                  ARTICLE III

                                   Directors

     Section 1. The board of directors shall consist of the number of directors
as determined from time to time by resolution of the board.  The directors
shall be elected at the annual meeting of the stockholders as provided in
Section 2 of Article II, except as provided in Section 2 of this Article III,
and each director elected shall hold office until his successor is elected and
qualified or until his earlier resignation or removal.  Directors need not be
residents of the state of Delaware or stockholders of this corporation.

     Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until their successors are duly elected and shall
qualify, unless sooner displaced.

     Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.

     Section 4. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a Chairman from among the directors.  The
Chairman shall act as Chairman of all meetings of stockholders and of the board
of directors.  The Chairman shall from time to time report to the board    of
directors all matters within his knowledge which the interest of the
corporation may require be brought to its notice.  If the Chairman of the Board
is not elected, or if elected, is not present, the President or, in the absence
of the President, a Vice Chairman (who is also a member of the board and, if
more than one, in the order designated by the board of directors or, in the
absence of such designation, in the order of their election), if any, or if no
such Vice Chairman is present, a director chosen by a majority of the directors
present, shall act as chairman at meetings of stockholders and of the board of
directors.


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     Section 5. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 6. The first meeting of each newly elected board of directors
shall be held immediately following and at the place of the annual meeting of
stockholders and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present.  In the event such meeting is not held at such time and
place, the meeting may be held at such other time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
board of directors, or as shall be specified in a written waiver signed by all
of the directors.

     Section 7. Regular meetings of the board of directors shall be held at
such time and at such place as shall from time to time be determined by
resolution of the board.  Written notice of each regular meeting of directors
stating the place, date and time, shall be given to each director at least five
(5) days before such meeting.

     Section 8. Special meetings of the board and meetings of any committee of
the board may be called by the Chairman on one day notice to each director or
committee member, either by telephone, mail, facsimile or telegram; special
meetings of the board of directors shall be called by the Chairman or secretary
in like manner and on like notice on the written request of two directors.

     Section 9. At all meetings of the board a majority shall constitute a
quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation.  If a quorum shall not be
present at any meeting of the board of directors the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

     Section 10. Any action required or permitted to be taken at any meeting of
the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing, or writings are filed with the minutes of
proceedings of the board or committee.

     Section 11. Members of the board of directors, or any committee designated
by the board of directors, may participate in a meeting of the board of
directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

     Section 12. The board of directors may, by resolution passed by a majority
of the whole board, designate one or more committees, each committee to consist
of two or more of the directors of the corporation, which, to the extent
provided in the resolution and to the extent permitted by Delaware Law, shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation and may authorize the seal of the
corporation to be affixed to all papers which may require it.  Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors.


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     Section 13. Each committee shall report to the board of directors on the
actions taken at its meetings, but need not keep regular minutes thereof unless
required to do so by the board of directors.

     Section 14. There shall be an Executive Committee of the board of
directors of the corporation. The board of directors shall, at its first
meeting after the annual meeting of stockholders in each year, elect a Chairman
and other members of the Committee.  The directors elected as members of the
Executive Committee shall serve as such for one year and until their respective
successors, willing to serve, shall have been elected.  The Executive Committee
shall, when the board is not in session, have and may exercise all of the
authority of the board of directors in the management of the corporation;
provided, however, that the Executive Committee shall not have the authority of
the board of directors in reference to (1) amending the articles of
incorporation, (2) adopting a plan of merger or adopting a plan of
consolidation with another corporation or corporations, (3) recommending to the
stockholders the sale, lease, exchange, mortgage, pledge or other disposition
of all or substantially all of the property and assets of the corporation, (4)
recommending to the stockholders a voluntary dissolution of the corporation or
a revocation thereof, (5) amending, altering or repealing the by-laws of the
corporation, (6) electing or removing officers of the corporation or members of
the Executive Committee, (7) fixing the compensation of any member of the
Executive Committee, (8) declaring dividends, (9) authorizing the issuance of
stock, or (10) amending, altering or repealing any resolution of the board of
directors which by its terms provides that it shall not be amended, altered or
repealed by the Executive Committee; provided further, that in the event of the
death, disability or refusal to act of the chief executive officer or the
Chairman, the Executive Committee shall appoint a chief executive officer or a
Chairman who shall serve until the next meeting of the board of directors.
Vacancies in the regular membership of the Executive Committee shall be filled
by the board of directors.

     Section 15. The board of directors shall have the authority to fix the
compensation of directors.

                                   ARTICLE IV

                                    Notices

     Section 1. Notices to stockholders shall be in writing and delivered
personally or mailed to the stockholders at their addresses appearing on the
books of the corporation.  Notice by mail shall be deemed to be given at the
time when the same shall be mailed.

     Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

                                   ARTICLE V

                                    Officers

     Section 1. The officers of the corporation shall be chosen by the board of
directors and shall be a chief executive officer, a president, a vice
president, a secretary and a treasurer.  The board of directors may also choose
additional vice presidents, executive vice presidents, senior vice presidents,
assistant secretaries and assistant treasurers.  Two or more offices may be
held by the same person.


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     Section 2. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a chief executive officer, a president and
one or more vice presidents, a secretary and a treasurer, none of whom need be
a member of the Board.

     Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

     Section 4. The officers of the corporation shall hold office until their
successors are chosen and qualify.  Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors.  Except as otherwise provided in Section 14
of Article III, any vacancy occurring in any office of the corporation shall be
filled by the board of directors.

     Section 5. The chief executive officer of the corporation shall have,
under the direction of the board of directors, general charge of the affairs of
the corporation.  He shall see that all orders and resolutions of the board of
directors are carried into effect.  He may execute all contracts and agreements
authorized by the board of directors and shall vote all shares of stock in
other corporations standing in the name of the corporation.  He may sign bonds,
mortgages, certificates for shares of stock and all other contracts and
documents whether or not under the seal of the corporation except in cases
where the signing and execution thereof shall be expressly delegated by law, by
the board of directors, or by these by-laws, to some other officer or agent of
the corporation.  He shall from time to time report to the board of directors
all matters within his knowledge which the interest of the corporation may
require be brought to its notice.  He shall have the general powers of
supervision and shall be the final arbiter in all differences between all
officers of the corporation and his decision as to any matter affecting the
corporation shall be final and binding as between officers of the corporation
subject only to the board of directors.

     Section 6. The president shall have the direction and active management of
the business of the corporation under the general supervision of the chief
executive officer.  He shall have concurrent power with the chief executive
officer to execute all contracts and agreements authorized by the board of
directors and shall have concurrent power with the chief executive officer to
vote all shares of stock in other corporations standing in the name of the
corporation.  He may sign bonds, mortgages, certificates for shares of stock
and all other contracts and documents whether or not under the seal of the
corporation except in cases where the signing and execution thereof shall be
expressly delegated by law, by the board of directors, or by these by-laws, to
some other officer or agent of the corporation.

     Section 7. The executive vice presidents, senior vice presidents and vice
presidents shall perform such duties and have such powers as may be prescribed
by the board of directors.

     Section 8. The secretary shall keep the minutes of all meetings of the
board of directors, the minutes of all meetings of the stockholders, the
minutes of all meetings of the committees, which from time to time may be
appointed under authority of these by-laws, in books provided by the
corporation for such purpose.  He shall attend to the giving and serving of all
notices of the corporation whereby meetings of the board of directors,
stockholders and committees are assembled.  He shall prepare all lists of
stockholders and their addresses required to be prepared by the provisions of
any present or future statute of the State of Delaware.  He may sign, with the
chief executive officer or the president or a vice president, in the name of
the corporation, when authorized by the board of directors so to do, all
contracts or other instruments requiring the seal of the corporation and may
affix the seal thereto.  He


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shall have concurrent power, acting alone or jointly, with the chief
executive officer, or the president to vote all shares of stock in other
corporations the majority of the voting stock of which is owned by the
corporation.  He shall have charge of such books and such papers as the board
of directors may direct.  He shall, in general, perform all of the duties which
are incident to the office of secretary of a corporation, subject at all times,
to the direction and control of the board of directors.

     Section 9. The treasurer shall have custody of all funds and securities of
the corporation.  When necessary or proper he shall endorse for collection
checks, drafts and other instruments for the payment of money and shall deposit
them to the credit of the corporation in an authorized bank or depository.
Whenever required by the board of directors, he shall render an account of his
transactions.   He shall perform all acts incident to the position of
treasurer, subject to the control of the board of directors.  He shall have
such powers and perform such duties as may be assigned to him by the board of
directors.  He shall submit such reports and records to the board of directors
as may be requested by them.

                                   ARTICLE VI

                             Certificates of Stock

     Section 1. The shares of the corporation shall be represented by
certificates signed by the chief executive officer or the Chairman or the
president or a vice president and by the treasurer or an assistant treasurer or
the secretary or an assistant secretary and may be sealed with the seal, or a
facsimile of the seal of the corporation.  In case the seal of the corporation
is changed after the certificate is sealed with the seal or a facsimile of the
seal of the corporation, but before it is issued, the certificate may be issued
by the corporation with the same effect as if the seal had not been changed.
Any or all signatures on the certificate may be a facsimile.  In case any
officer of the corporation, transfer agent or registrar, or any officer or
employee of the transfer agent or registrar who has signed or whose facsimile
signature has been placed upon such certificate ceases to be an officer of the
corporation, transfer agent or registrar before such certificate is issued, the
certificate may be issued by the corporation with the same effect as if the
officer of the corporation, transfer agent or registrar had not ceased to be
such at the date of its issue.

     Section 2. The board of directors may by resolution adopt such procedures
as it deems appropriate for the issuance of certificates to replace
certificates which have been lost, stolen or destroyed.

     Section 3. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

     Section 4. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action.  A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the

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meeting: provided, however, that the board of directors may fix a new
record date for the adjourned meeting.

                                  ARTICLE VII

                               General Provisions

     Section 1. Dividends upon the capital stock of the corporation, subject to
the provisions of the certificate of incorporation, if any, may be declared by
the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

     Section 2. The board of directors may set apart out of any of the funds of
the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve.

     Section 3. The chief executive officer shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition
of the corporation.

     Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

     Section 5. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.

     Section 6. The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Delaware".  The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

                                  ARTICLE VIII

                                Indemnification

     Section 1. The Corporation shall indemnify any director, officer or
employee who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding in accordance with, and to the fullest extent
authorized by, the General Corporation Law of the State of Delaware as it may
be in effect from time to time.

     Section 2. The indemnification provided by this article shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to


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be a director, officer or employee and shall inure to the benefit of
the heirs, executors and administrators of such a person.

     Section 3. The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not he would be entitled to indemnify against such liability under
the provisions of this article.

                                   ARTICLE IX

                                   Amendments

     Section 1. These by-laws may be altered or repealed at any regular meeting
of the stockholders or of the board of directors or at any special meeting of
the stockholders or of the board of directors if notice of such alteration or
repeal be contained in the notice of such special meeting.


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