<PAGE>
                                                                     EXHIBIT 3.2
 
                              AMENDED AND RESTATED
                                    BY-LAWS
                                       OF
                              JP FOODSERVICE, INC.

                                   ARTICLE I
                                    OFFICES

          Section 1.  Registered Office.  The registered office of the
Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, Delaware 19801, in the County of New Castle.
The name of its registered agent at such address is The Corporation Trust
Company.

          Section 2.  Other Offices.  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
                             STOCKHOLDERS MEETINGS

          Section 1.  Places of Meetings.  All meetings of stockholders shall be
held at such place or places in or outside of the State of Delaware as shall be
designated from time to time by the Board of Directors and stated in the notice
of meeting or waiver of notice thereof, subject to any provisions of the laws of
the State of Delaware.

          Section 2.  Annual Meetings.  Unless otherwise determined from time to
time by the Board of Directors, the annual meeting of stockholders shall be held
each year for the election of directors and the transaction of such other
business as may properly come before the meeting at such date and time as may be
designated by the Board of Directors.  Written notice of the time and place of
the annual meeting shall be given by mail to each stockholder entitled to vote
at such meeting, at the stockholder's address as it appears on the records of
the Corporation, not less than ten (10) nor more than sixty (60) days prior to
the scheduled date thereof.

          Section 3.  Special Meetings.  A special meeting of the stockholders
of the Corporation may be called at any time by the Chairman of the Board or by
the Board of Directors pursuant to a resolution adopted by a majority of the
total number of directors which the Corporation would have if there were no
vacancies.  Written notice of the date, time, place and specific purpose or
purposes for which such meeting is called shall be given by mail to each
stockholder entitled to vote thereat at such stockholder's address as it appears
on the records of the Corporation not less than (10) nor more than sixty (60)
days prior to the scheduled date thereof.  
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Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice.

          Section 4.  Voting.  At all meetings of stockholders, each stockholder
entitled to vote on the record date as determined under these By-Laws or, if not
so determined, as prescribed under the laws of the State of Delaware, shall be
entitled to one vote for each share of stock standing on record in such
stockholder's name, subject to any restrictions or qualifications set forth in
the Restated Certificate of Incorporation of the Corporation or any amendment
thereto (the "Restated Certificate of Incorporation").

          Section 5.  Quorum; Voting.  At any stockholders meeting, a majority
of the number of shares of stock outstanding and entitled to vote thereat,
present in person or by proxy, shall constitute a quorum, but a smaller interest
may adjourn any meeting from time to time, and the meeting may be held as
adjourned without further notice, subject to such limitations as may be imposed
under the laws of the State of Delaware.  When a quorum is present at any
meeting, the affirmative vote of the holders of a majority of the number of
shares of stock entitled to vote thereon, present in person or by proxy, shall
decide any question brought before such meeting unless such question is one upon
which a different vote is required by express provision of the Restated
Certificate of Incorporation, these By-Laws, the rules or regulations of the
Nasdaq National Market or any law or other rule or regulation applicable to the
Corporation, in which case such express provision shall govern.

          Section 6.  Inspectors of Election; Opening and Closing the Polls.
The Board of Directors may, by resolution, appoint one or more inspectors, which
inspector or inspectors may include individuals who serve the Corporation in
other capacities, including, without limitation, as officers, employees, agents
or representatives of the Corporation, to act at a meeting of stockholders and
make a written report thereof.  One or more persons may be designated as
alternative inspectors to replace any inspector who fails to act.  If no
inspector or alternate has been appointed to act, or if all inspectors or
alternates who have been appointed are unable to act at a meeting of
stockholders, the chairman of the meeting shall appoint one or more inspectors
to act at the meeting.  Each inspector, before discharging his or her duties,
shall take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or her ability.  The
inspectors shall have the duties prescribed by the General Corporation Law of
the State of Delaware.

          The chairman of the meeting shall fix and announce at the meeting the
date and time of the opening and the closing of the polls for each matter upon
which the stockholders will vote at the meeting.

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          Section 7.  List of Stockholders.  At least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order and showing the address and the
number of shares registered in the name of each stockholder, shall be prepared
by the secretary or the transfer agent in charge of the stock ledger of the
Corporation.  Such list shall be open for examination by any stockholder as
required by the laws of the State of Delaware.  The stock ledger shall be the
only evidence as to who are the stockholders entitled to examine such list or
the books of the Corporation or to vote in person or by proxy at such meeting.

          Section 8.  Written Consent in Lieu of Meeting.  Except as otherwise
provided for or fixed pursuant to the provisions of the Restated Certificate of
Incorporation relating to the rights of the holders of any series of preferred
stock, no action that is required or permitted to be taken by the stockholders
of the Corporation at any annual or special meeting of stockholders may be
effected by written consent of stockholders in lieu of a meeting of
stockholders.

                                  ARTICLE III
                               BOARD OF DIRECTORS

          Section 1.  Number and Qualification.  The authorized number of
directors that shall constitute the full Board of Directors of the Corporation
shall be fixed from time to time by resolution of the Board of Directors.  The
Board of Directors, other than those directors elected by the holders of any
series of preferred stock, shall be divided into three classes, as nearly equal
in number as the then-authorized number of directors constituting the Board
permits, with the term of office of one class expiring each year and with each
director serving for a term ending at the third annual meeting of stockholders
of the Corporation following the annual meeting at which such director was
elected.  One class of directors shall be initially elected for a term expiring
at the annual meeting of stockholders to be held in 1995, another class shall be
initially elected for a term expiring at the annual meeting of stockholders to
be held in 1996, and another class shall be initially elected for a term
expiring at the annual meeting of stockholders to be held in 1997.  Members of
each class shall hold office until their successors are elected and qualified.
At each succeeding annual meeting of the stockholders of the Corporation, the
successors of the class of directors whose term expires at that meeting shall be
elected by a plurality vote of all votes cast at such meeting to hold office for
a term expiring at the annual meeting of stockholders held in the third year
following the year of their election.  Directors need not be stockholders of the
Corporation.  Notwithstanding any other provision of these by-laws, (i) no
person who has attained 70 years of age may be elected to the Board, other than
pursuant to the Agreement and Plan of Merger dated as of June 30, 1997 among the
Corporation, Hudson Acquisition Corp. and Rykoff-Sexton, Inc., and (ii) any
director who attains 70 years of age after such director's election to the Board
may serve for the entire term of the class of the Board to which such director
was elected.  The 

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requirements of the preceding sentence shall not apply to any director of the
Corporation elected to the Board prior to June 29, 1997.

          Section 2.  Powers.  The business and affairs of the Corporation shall
be carried on by or under the direction of the Board of Directors, which shall
have all the powers authorized by the laws of the State of Delaware, subject to
such limitations as may be provided by the Restated Certificate of Incorporation
or these By-Laws.  Except as otherwise expressly provided herein or in the
Restated Certificate of Incorporation, the vote of the majority of directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

          Section 3.  Compensation.  The Board of Directors may from time to
time by resolution authorize the payment of fees or other compensation to the
directors for services as such to the Corporation, including, but not limited
to, fees for attendance at all meetings of the Board or of the executive or
other committees, and determine the amount of such fees and compensation.
Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor in amounts authorized or otherwise approved from time to time by the
Board.

          Section 4.  Meetings and Quorum.  Meetings of the Board of Directors
may be held either in or outside of the State of Delaware.  At all meetings of
the Board, a majority of the then authorized number of directors shall
constitute a quorum.  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.

          The first meeting of the Board of Directors after the election of a
new class of directors shall be held immediately after the annual meeting of
stockholders and at the same place, 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 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 the directors.

          Regular meetings of the Board of Directors may be held without notice
at such time and at such place as shall from time to time be determined by the
Board.  Notice of special meetings shall be given to each director on one (1)
day's notice to each director, either personally, by mail, telegram, facsimile,
personal delivery or similar means.  Special meetings may be called by the
president or the Chairman of the Board of Directors and shall be called by the
president or secretary in the manner and on the notice set forth above upon the
written request of a 

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majority of the total number of directors which the Corporation would have if
there were no vacancies.

          Notice of any meeting shall state the time and place of such meeting,
but need not state the purposes thereof unless otherwise required by the laws of
the State of Delaware, the Restated Certificate of Incorporation, these By-Laws
or the Board of Directors.

          Section 5.  Executive Committee.  The Board of Directors may, by
resolution adopted by a majority of the total number of directors which the
Corporation would have if there were no vacancies, designate an Executive
Committee to exercise, subject to applicable provisions of law, all the powers
of the Board in the management of the business and affairs of the Corporation
when the Board is not in session, including without limitation the power to
declare dividends and to authorize the issuance of the Corporation's capital
stock, and may, by resolution similarly adopted, designate one or more other
committees, including such committees specified in Section 6 of this Article
III.  The Executive Committee shall consist of two or more directors of the
Corporation.  The Board may designate one or more directors as alternate members
of the Executive Committee, who may replace any absent member at any meeting of
the Executive Committee.  The members of the Executive Committee present at any
meeting, whether or not constituting a quorum, may unanimously appoint another
member of the Board to act at the meeting in the place of any such absent
member.  The Executive Committee shall keep written minutes of its proceedings
and shall report such proceedings to the Board when required.

          A majority of the Executive Committee may determine its action and fix
the time and place of its meetings, unless the Board shall otherwise provide.
Notice of such meetings shall be given to each member of the Executive Committee
in the manner provided for in Section 4 of this Article III.  The Board shall
have power at any time to fill vacancies in, to change the membership of, or to
dissolve the Executive Committee.

          Section 6.  Other Committees.

          (a) The Board shall appoint the following standing committees, the
members of which shall serve at the pleasure of the Board:  a Nominating
Committee, a Compensation Committee and an Audit Committee.  The Board may
appoint such other committees among the directors of the Corporation as it deems
necessary and appropriate for the proper conduct of the Corporation's business
and may appoint such officers, agents or employees of the Corporation to assist
the committees of the Board as it deems necessary and appropriate.  Meetings of
committees may be called by the chairman of the committee on one (1) day's
notice to each committee member, either personally, by mail, telegram, facsimile
or similar means and shall be called by the chairman of the committee in like
manner 

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and on like notice on the written request of a committee member. Each committee
shall keep regular minutes of its meetings and report the same to the Board of
Directors when required.

          (b) One or more directors of the Corporation shall be appointed to act
as a Nominating Committee.  The Nominating Committee shall be responsible for
proposing to the Board nominees for election as directors and shall possess and
may exercise such additional powers and authority as may be delegated to it by
the Board from time to time.  The Nominating Committee shall report its actions
to the Board at the next meeting of the Board following such actions.  Vacancies
in the membership of the Nominating Committee shall be filled by the Board of
Directors.

          (c) One or more directors of the Corporation shall be appointed to act
as a Compensation Committee, each of whom shall be directors who are not also
officers or employees of the Corporation or its subsidiaries or any other
individual having a relationship which, in the opinion of the Board of
Directors, would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director (each such director, an "Unaffiliated
Director").  The Compensation Committee shall be responsible for establishing
salaries, bonuses and other compensation for the executive officers of the
Corporation and for administering the Corporation's benefit plans, and shall
possess and may exercise such additional powers and authority as may be
delegated to it by the Board from time to time.  The Compensation Committee
shall report its actions to the Board at the next meeting of the Board following
such actions.  Vacancies in the membership of the Compensation Committee shall
be filled by the Board of Directors.

          (d) One or more Unaffiliated Directors of the Corporation shall be
appointed to act as an Audit Committee.  The Audit Committee shall have general
oversight responsibility with respect to the Corporation's financial reporting.
In performing its oversight responsibility, the Committee shall make
recommendations to the Board of Directors as to the selection, retention, or
change in the independent accountants of the Corporation, review with the
independent accountants the scope of their examination and other matters
(relating to both audit and non-audit activities), and review generally the
internal auditing procedures of the Corporation.  In undertaking the foregoing
responsibilities, the Audit Committee shall have unrestricted access, if
necessary, to personnel of the Corporation and documents and shall be provided
with the resources and assistance necessary to discharge its responsibilities,
including periodic reports from management assessing the impact of regulation,
accounting, and reporting of other significant matters that may affect the
Corporation.  The Audit Committee shall review the financial reporting and
adequacy of internal controls of the Corporation, consult with the internal
auditors and certified public accountants, and from time to time, but not less
than annually, report to the Board.  Vacancies in the membership of the Audit
Committee shall be filled by the Board of Directors.

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          Section 7.  Conference Telephone Meetings.  Any one or more members of
the Board of Directors or any committee thereof may participate in meetings by
means of a conference telephone or similar communications equipment and such
participation in a meeting shall constitute presence in person at the meeting.

          Section 8.  Action Without Meetings.  Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting to the extent and in the manner authorized by the
laws of the State of Delaware.

          Section 9.  Transactions With Affiliates.  No transaction, agreement
or understanding between the Corporation (or any of its subsidiaries) and any
affiliate of the Corporation that, along with its affiliates and associates,
beneficially owns 10% or more of the outstanding common stock of the Corporation
shall be valid and effective unless such transaction, agreement or understanding
shall have been approved or adopted or authorized, as the case may be, by the
Board of Directors or the Executive Committee.

                                   ARTICLE IV
                                    OFFICERS

          Section 1.  Titles and Election.  The officers of the Corporation
shall be the president, a secretary and a treasurer, who shall initially be
elected as soon as convenient by the Board of Directors and thereafter, in the
absence of earlier resignations or removals, shall be elected at the first
meeting of the Board following the annual meeting of stockholders.  Each officer
shall hold office at the pleasure of the Board except as may otherwise be
approved by the Board, or until such officer's earlier resignation, removal
under these By-Laws or other termination of employment.  Any person may hold
more than one office if the duties can be consistently performed by the same
person, to the extent permitted by the laws of the State of Delaware.

          The Board of Directors, in its discretion, may also at any time elect
or appoint a Chairman of the Board of Directors, who shall be a director, and
one or more vice presidents, assistant secretaries and assistant treasurers and
such other officers as it may deem advisable, each of whom shall hold office at
the pleasure of the Board, except as may otherwise be approved by the Board, or
until such officer's earlier resignation, removal or other termination of
employment, and shall have such authority and shall perform such duties as shall
be prescribed or determined from time to time by the Board or, in case of
officers other than the Chairman of the Board, if not so prescribed or
determined by the Board, as the president or the then senior executive officer
may prescribe or determine.  The Board of Directors may require any officer or
other employee or agent to give bond for the faithful 

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performance of duties in such form and with such sureties as the Board may
require.

          Section 2.  Duties.  Subject to such extension, limitations, and other
provisions as the Board of Directors or these By-Laws may from time to time
prescribe or determine, the following officers shall have the following powers
and duties:

          (a) Chairman of the Board.  The Chairman of the Board, when present,
shall preside at all meetings of the stockholders and of the Board of Directors
and shall be charged with general supervision of the management and policy of
the Corporation, and shall have such other powers and perform such other duties
as the Board of Directors may prescribe from time to time.

          (b) President.  Subject to the Board of Directors and the provisions
of these By-Laws, the president shall be the chief executive officer of the
Corporation, shall exercise the powers and authority and perform all of the
duties commonly incident to such office, shall in the absence of the Chairman of
the Board preside at all meetings of the stockholders and of the Board of
Directors if he is a director, and shall perform such other duties as the Board
of Directors shall specify from time to time.  Unless some other person is
thereunto specifically authorized by the Board of Directors, the president or a
vice president shall sign all bonds, debentures, promissory notes, deeds and
contracts of the Corporation.

          (c) Vice-President.  The vice president or vice presidents shall
perform such duties as may be assigned to them from time to time by the Board of
Directors or by the president if the Board does not do so.  In the absence or
disability of the president, the vice presidents in order of seniority may,
unless otherwise determined by the Board, exercise the powers and perform the
duties pertaining to the office of president, except that if one or more senior
vice presidents has been elected or appointed, the person holding such office in
order of seniority shall exercise the powers and perform the duties of the
office of president.

          (d) Secretary.  The secretary, or in the secretary's absence, an
assistant secretary shall keep the minutes of all meetings of stockholders and
of the Board of Directors, give and serve all notices, attend to such
correspondence as may be assigned to such officer, keep in safe custody the seal
of the Corporation, and affix such seal to all such instruments properly
executed as may require it, and shall have such other duties and powers as may
be prescribed or determined from time to time by the Board of Directors or by
the president if the Board does not do so.

          (e) Treasurer.  The treasurer, subject to the order of the Board of
Directors, shall have the care and custody of the moneys, funds, valuable papers
and documents of the Corporation (other than such officer's own bond, if any,
which shall be in the custody of the president), and shall have, under the
supervision of 

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the Board of Directors, all the powers and duties commonly incident to such
office. The treasurer shall deposit all funds of the Corporation in such bank or
banks, trust company or trust companies, or with such firm or firms doing a
banking business as may be designated by the Board of Directors or by the
president if the Board does not do so. The treasurer may endorse for deposit or
collection all checks, notes and similar instruments payable to the Corporation
or to its order. The treasurer shall keep accurate books of account of the
Corporation's transactions, which shall be the property of the Corporation, and
together with all of the property of the Corporation in such officer's
possession, shall be subject at all times to the inspection and control of the
Board of Directors. The treasurer shall be subject in every way to the order of
the Board of Directors, and shall render to the Board of Directors and/or the
president of the Corporation, whenever they may require it, an account of all
transactions and of the financial condition of the Corporation. In addition to
the foregoing, the treasurer shall have such duties as may be prescribed or
determined from time to time by the Board of Directors or by the president if
the Board does not do so.

          (f) Delegation of Authority.  The Board of Directors may at any time
delegate the powers and duties of any officer for the time being to any other
officer, director or employee.

          (g) Compensation.  The compensation of the Chairman of the Board, the
president, all senior vice presidents, the secretary and the treasurer shall be
fixed by the Board of Directors, and the fact that any officer is a director
shall not preclude such officer from receiving compensation or from voting upon
the resolution providing the same.

                                   ARTICLE V

                           RESIGNATIONS AND VACANCIES

          Section 1.  Resignations.  Any director or officer may resign at any
time by giving written notice thereof to the Board of Directors, the president
or the secretary.  Any such resignation shall take effect at the time specified
therein or, if the time be not specified, upon receipt thereof; and unless
otherwise specified therein, the acceptance of any resignation shall not be
necessary to make it effective.

          Section 2.  Vacancies.

          (a) Directors.  Except for the rights of the holders of any series of
preferred stock to elect additional directors, newly created directorships
resulting from any increase in the authorized number of directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal, or other cause shall be filled only 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.  Any director elected in
accordance with the preceding sentence shall 

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hold office for the remainder of the full term of the class of directors in
which the new directorship was created or in which the vacancy occurred and
until such director's successor is duly elected and has been qualified. The
directors also may reduce the authorized number of directors by the number of
vacancies on the Board, provided that such reduction does not reduce the Board
to less than the minimum authorized by the laws of the State of Delaware. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.

          (b) Officers.  The Board of Directors may at any time or from time to
time fill any vacancy among the officers of the Corporation.

                                   ARTICLE VI
                                 CAPITAL STOCK

          Section 1.  Certificate of Stock.  Every stockholder shall be entitled
to a certificate or certificates for shares of the capital stock of the
Corporation in such form as may be prescribed or authorized by the Board of
Directors, duly numbered and setting forth the number and kind of shares
represented thereby.  Such certificates shall be signed by the Chairman of the
Board, the president or a vice president and by the treasurer or an assistant
treasurer or by the secretary or an assistant secretary.  Any or all of such
signatures may be in facsimile if and to the extent authorized under the laws of
the State of Delaware.

          In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed on a certificate has ceased to be such
officer, transfer agent or registrar before the certificate has been issued,
such certificate may nevertheless be issued and delivered by the Corporation
with the same effect as if such person were such officer, transfer agent or
registrar at the date of issue.

          Section 2.  Transfer of Stock.  Shares of the capital stock of the
Corporation shall be transferable only upon the books of the Corporation upon
the surrender of the certificate or certificates properly assigned and endorsed
for transfer.  If the Corporation has a transfer agent or agents or transfer
clerk and registrar of transfers acting on its behalf, the signature of any
officer or representative thereof may be in facsimile.

          The Board of Directors may appoint a transfer agent and one or more
co-transfer agents and a registrar and one or more co-registrars of transfer and
may make or authorize the transfer agents to make all such rules and regulations
deemed expedient concerning the issue, transfer and registration of shares of
stock.

          Section 3.  Record Dates.

          (a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment 

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thereof 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, in the
case of a meeting, shall not be less than ten (10) nor more than sixty (60) days
prior to the scheduled date of such meeting and which, in the case of any other
action, shall be not more than the maximum number of days prior to any such
action permitted by the laws of the State of Delaware.

          (b) If no such record date is fixed by the Board, the record date
shall be that prescribed by the laws of the State of Delaware.

          (c) 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
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

          Section 4.  Lost Certificates.  In case of loss or mutilation or
destruction of a stock certificate, a duplicate certificate may be issued upon
such terms as may be determined or authorized by the Board of Directors or by
the president if the Board does not do so.

                                  ARTICLE VII
                    FISCAL YEAR, BANK DEPOSITS, CHECK, ETC.

          Section 1.  Fiscal Year.  The fiscal year of the Corporation shall
commence or end at such time as the Board of Directors may designate.

          Section 2.  Bank Deposits, Checks, etc.  The funds of the Corporation
shall be deposited in the name of the Corporation or of any division thereof in
such banks or trust companies in the United States or elsewhere as may be
designated from time to time by the Board of Directors, or by such officer or
officers as the Board may authorize to make such designations.

          All checks, drafts or other orders for the withdrawal of funds from
any bank account shall be signed by such person or persons as may be designated
from time to time by the Board of Directors.  The signatures on checks, drafts
or other orders for the withdrawal of funds may be in facsimile if authorized in
the designation.

                                  ARTICLE VIII
                               BOOKS AND RECORDS

          Section 1.  Place of Keeping Books.  Unless otherwise expressly
required by the laws of the State of Delaware, the books and records of the
Corporation may be kept outside of the State of Delaware.

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          Section 2.  Examination of Books.  Except as may otherwise be provided
by the laws of the State of Delaware, the Restated Certificate of Incorporation
or these By-Laws, the Board of Directors shall have power to determine from time
to time whether and to what extent and at what times and places and under what
conditions any of the accounts, records and books of the Corporation are to be
open to the inspection of any stockholder.  No stockholder shall have any right
to inspect any account or book or document of the Corporation except as
prescribed by statute or authorized by express resolution of the stockholders or
of the Board of Directors.

                                   ARTICLE IX
                                    NOTICES

          Section 1.  Requirements of Notice.  Whenever notice is required to be
given by statute, the Restated Certificate of Incorporation or these By-Laws, it
shall not mean personal notice unless so specified, but such notice may be given
in writing by depositing the same in a post office, letter box, or mail chute
postpaid and addressed to the person to whom such notice is directed at the
address of such person on the records of the Corporation, and such notice shall
be deemed given at the time when the same shall be thus mailed.

          Section 2.  Waivers.  Any stockholder, director or officer may, in
writing or by telegram or cable, at any time waive any notice or other formality
required by statute, the Restated Certificate of Incorporation or these By-Laws.
Such waiver of notice, whether given before or after any meeting or action,
shall be deemed equivalent to notice.  Presence of a stockholder either in
person or by proxy at any stockholders' meeting and presence of any director at
any meeting of the Board of Directors shall constitute a waiver of such notice
as may be required by any statute, the Restated Certificate of Incorporation or
these By-Laws.

                                   ARTICLE X
                                      SEAL

          The corporate seal of the Corporation shall consist of two concentric
circles between which shall be the name of the Corporation and the date of its
incorporation, and in the center of which shall be inscribed "Corporate Seal,
Delaware."

                                   ARTICLE XI
                               POWERS OF ATTORNEY

          The Board of Directors may authorize one or more of the officers of
the Corporation to execute powers of attorney delegating to named
representatives or agents power to represent or act on behalf of the
Corporation, with or without power of substitution.

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          In the absence of any action by the Board, the president, any vice
president, the secretary or the treasurer of the Corporation may execute for and
on behalf of the Corporation waivers of notice of stockholders meetings and
proxies for such meetings in any company in which the Corporation may hold
voting securities.

                                  ARTICLE XII
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 1.  Definitions.  As used in this article, the term "person"
means any past, present or future director or officer of the Corporation or any
subsidiary or operating division thereof.

          Section 2.  Indemnification Granted.  The Corporation shall indemnify,
to the full extent and under the circumstances permitted by the General
Corporation Law of the State of Delaware in effect from time to time, any person
as defined above, made or threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a director or officer of the Corporation or a subsidiary or operating
division thereof, or is or was an employee or agent of the Corporation, or is or
was serving at the specific request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, against costs, charges, expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person or on such person's behalf in connection with such
action, suit or proceeding and any appeal therefrom, if such person acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his or her conduct
was unlawful.  The termination of any action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that such
conduct was unlawful.

          Section 3.  Requirements for Indemnification.  The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the Corporation, or a
subsidiary thereof or a designated officer of an operating division of the
Corporation, or is or was serving at the specific request of the Corporation as
a director, officer, employee or agent of another corporation, partnership,
joint 

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venture, trust or other enterprise, or by reason of any action alleged to have
been taken or omitted in such capacity, against costs, charges and expenses
(including attorneys' fees) actually and reasonably incurred by such person or
on such person's behalf in connection with the defense or settlement of such
action or suit and any appeal therefrom, if such person acted in good faith and
in a manner that such person reasonably believed to be in or not opposed to the
best interest of the Corporation except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such costs, charges and expenses
which the Court of Chancery or such other court shall deem proper.

          Section 4.  Success on Merits of Any Action.  Notwithstanding any
other provision of this Article, to the extent that a director, officer,
employee or agent of the Corporation or any subsidiary or operating division
thereof has been successful on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, in defense of any
action, suit or proceeding referred to in this Article, or in defense of any
claim, issue or matter therein, such person shall be indemnified against all
costs, charges and expenses (including attorneys' fees) actually and reasonably
incurred by such person or on such person's behalf in connection therewith.

          Section 5.  Determination of Standard of Conduct.  Any indemnification
under Sections 2 and 3 of this Article (unless ordered by a court) shall be paid
by the Corporation only after a determination has been made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such quorum is not
obtainable, or even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders, that indemnification of the director, officer, employee or agent
is proper in the circumstances of the specific case because such person has met
the applicable standard of conduct set forth in Sections 2 and 3 of this
Article.

          Section 6.  Advance Payment; Representation by Corporation.  Costs,
charges and expenses (including attorneys' fees) incurred by a person referred
to in Sections 2 and 3 of this Article in defending a civil or criminal action,
suit or proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding; provided, however, that the
payment of such costs, charges and expenses incurred by a director or officer in
such capacity as officer or director (and not in any other capacity and which
service was or is rendered by such person while a director or officer) in
advance of the final disposition of such action, suit or proceeding shall be
made only upon receipt of an undertaking by or on 

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behalf of the director or officer to repay all amounts so advanced in the event
that it shall ultimately be determined that such director or officer is not
entitled to be indemnified by the Corporation as authorized in this Article.
Such costs, charges and expenses incurred by other employees and agents may be
so paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate. The Corporation may, in the manner set forth above, and upon
approval of such director, officer, employee or agent, authorize the
Corporation's counsel to represent such person, in any action, suit or
proceeding, whether or not the Corporation is a party to such action, suit or
proceeding.

          Section 7.  Procedure for Obtaining Indemnity.  Any indemnification
under Sections 2, 3 and 4, or advance of costs, charges and expenses under
Section 6 of this Article, shall be made promptly, and in any event within sixty
(60) days, of the written notice of the director, officer, employee or agent.
The right to indemnification or advances as granted by this Article shall be
enforceable by the director, officer, employee or agent in any court of
competent jurisdiction if the Corporation denies such request, in whole or in
part, or if no disposition thereof is made within sixty (60) days.  Such
person's costs and expenses incurred in connection with successfully
establishing a right to indemnification, in whole or in part, in any action
shall also be indemnified by the Corporation.  It shall be a defense to any such
action (other than an action brought to enforce a claim for the advance of
costs, charges and expenses under Section 6 of this Article where the required
undertaking, if any, has been received by the Corporation) that the claimant has
not met the standard of conduct set forth in Section 2 or 3 of this Article, but
the burden of proving such defense shall be on the Corporation.  Neither failure
of the Corporation (including its Board of Directors, its independent legal
counsel, and its stockholders) to have made a determination that indemnification
of the claimant is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Section 2 or 3 of this Article, nor
the fact that there has been an actual determination by the Corporation
(including its Board of Directors, its independent legal counsel, and its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

          Section 8.  Indemnification Not Exclusive.  This right of
indemnification shall not be deemed exclusive of any other rights to which a
person indemnified herein may be entitled by law, agreement, vote of
stockholders or disinterested directors or otherwise, and shall continue as to a
person who has ceased to be a director, officer, designated officer, employee or
agent and shall inure to the benefit of the heirs, executors, administrators and
other legal representatives of such person.  It is not intended that the
provisions of this Article be applicable to, and they are not to be construed as
granting indemnity with respect to, matters as to which indemnification would be
in contravention of the laws of Delaware or of 

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the United States of America, whether as a matter of public policy or pursuant
to statutory provision.

          Section 9.  Invalidity of Certain Provisions.  If this Article or any
portion hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each director,
officer, employee and agent of the Corporation or any subsidiary or operating
division thereof as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including any action by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article that shall not have been
invalidated and to the full extent permitted by applicable law.

          Section 10.  Miscellaneous.  The Board of Directors may also on behalf
of the Corporation grant indemnification to any individual other than a person
defined herein to such extent and in such manner as the Board in its sole
discretion may from time to time and at any time determine.

                                  ARTICLE XIII
                                   AMENDMENTS

          These By-Laws may be adopted, amended or repealed by the affirmative
vote of a majority of the directors then in office.

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