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                                                                     EXHIBIT 3.2




                          PULITZER PUBLISHING COMPANY

                                    BY-LAWS


                                   ARTICLE I

                                    OFFICES

     Section 1.  The registered office 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.  Meetings of stockholders 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.  The annual meeting
of stockholders may be held at such place, within or without the State of
Delaware, as shall be designated by the board of directors and stated in the
notice of the meeting or in a duly executed waiver of notice
thereof.

     Section 2.  The annual meeting of stockholders shall be held on the third
Wednesday of April in each year if not a legal holiday, and if a legal holiday,
then on the next secular day following, at 2:00 P.M., or at such other date and
time as shall be designated from time to time by the board of directors and
stated in the notice of the


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meeting, at which they shall elect by a plurality vote by written ballot a
board of directors, and transact such other business as may properly be brought
before the meeting.

     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 at
such meeting not less than ten nor more than sixty days before the date of the
meeting.

     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 the
meeting, arranged in alphabetical order, and showing the address of each
stockholder 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 where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held.  The list shall also be produced and kept open at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is 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 affirmative vote of the entire board of
directors, the Chairman of the Board, the Vice Chairman of the Board or the
President and shall be called by the President or Secretary at the request in
writing of the holders of record of at least 50.1% of the aggregate voting
power of all outstanding shares of capital stock of the Corporation

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entitled to vote generally in the election of Directors, acting together as a
single class.  Such request shall state the purpose or purposes of the proposed
meeting.

     Section 6.  Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than sixty days before the
date of the meeting to each stockholder of record entitled to vote at such
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 aggregate voting power of the
shares of the capital 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 the 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 the 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 aggregate voting power of the shares of the
capital 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.  At every meeting of the stockholders, each stockholder shall
be entitled to vote, in person or by proxy executed in writing by the
stockholder or his duly authorized attorney-in-fact, each share of the capital
stock having voting power held by such stockholder in accordance with the
provisions of the certificate of incorporation and, if applicable, the
certificate of designations relating thereto, but no proxy shall be voted or
acted upon after three years from its date, unless the proxy provides for a
longer period.

     Section 11.  Any action required to be taken at any annual or special
meeting of stockholders of the Corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by stockholders representing
not less than the minimum number of votes that would be necessary to authorize
or take such actions at a meeting at which all shares entitled to vote thereon
were present and voted.  Prompt notice of the taking of such action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.  The Secretary shall file such
consents with the minutes of the meetings of the stockholders

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     Section 12.  At all meetings of stockholders, the chairman of the meeting
shall have absolute authority over matters of procedure, and there shall be no
appeal from the ruling of the chairman.

     Section 13.  If the object of a stockholders meeting is to elect directors
or to take a vote of the stockholders on any proposition, then, the chairman of
the meeting shall appoint not less than two persons, who are not directors, as
inspectors to receive and canvass the votes given at such meeting and certify
the result to him.

     Section 14.  Attendance of a stockholder, in person or by proxy, at any
meeting shall constitute a waiver of notice of such meeting, except where the
stockholder, in person or by proxy, attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened.

                                 ARTICLE III
                                  DIRECTORS

     Section 1.  (a)  The number of directors which shall constitute the whole
board shall not be less than six (6).  Commencing with the inception of the
Corporation, the board of directors shall consist of nine (9) directors and
thereafter the number which shall constitute the whole board may be increased
or decreased by resolution of the board of directors, but in no case shall be
less than six (6) directors.  Directors shall be nominated only as provided in
the certificate of incorporation, and shall have such qualifications as may be
prescribed by these by-laws.  Directors need not be stockholders.

     (b)  Commencing with the inception of the Corporation, the board of
directors shall be divided into three classes, as nearly equal in number as
possible.  In the event of any

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increase or decrease in the number of directors, the additional director(s)
shall be added to or subtracted from such class(es) as the board of directors
may determine, provided that all classes remain as nearly equal in number as
possible.

     (c)  The first Board of Directors of the Corporation shall be elected by
the sole incorporator, as follows:  Class A directors shall be elected for a
term expiring at the 1987 annual meeting of stockholders, Class B directors for
a term expiring at the 1988 annual meeting of stockholders, and Class C
directors for a term expiring at the 1989 annual meeting of stockholders.

     (d)  Commencing with the 1987 annual meeting of stockholders, the
directors shall be elected at annual meetings of stockholders, except as
provided in Section 2 of this Article, and each director elected shall hold
office until his successor is elected and qualified or until his earlier
resignation or removal.  At each annual meeting of stockholders, the successors
to the Class of directors whose term shall then expire shall be elected for a
term expiring at the third succeeding annual meeting of stockholders after such
election.

     Section 2.  Subject to the rights of the holders of any series of
Preferred Stock or any other class of capital stock of the corporation then
outstanding (other than the Common Stock and the Class B Common Stock),
vacancies in the board of directors for any reason, including by reason of an
increase in the authorized number of directors, shall, if occurring prior to
the expiration of the term of office of the Class in which the vacancy occurs,
be filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen shall hold
office until the next annual meeting of stockholders of the corporation or
until their successors

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are duly elected and shall qualify, unless sooner displaced.  If there are no
directors in office, then an election of directors may be held in the manner
provided by statute.

     Section 3.  The property and business of the Corporation shall be managed
by 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.  Directors must be nominated in accordance with the procedure
set out in Section 3 of Article V of the certificate of incorporation.  No
person shall be qualified to be elected and to hold office as a director if
such person is determined by the affirmative vote of a majority of the entire
board of directors to have violated either Federal or state law, in a manner
contrary to the best interests of the Corporation, to have interests not
properly authorized in conflict with the interests of the Corporation, or to
have breached any agreement between such director and the Corporation relating
to such director's services as a director or employee of the Corporation.

                       MEETINGS OF THE BOARD OF DIRECTORS
     Section 5.  The board of directors of the Corporation, or any committees
thereof, may hold meetings, both regular and special, either within or without
the State of Delaware.

     Section 6.  A regular annual meeting of the board of directors, including
newly elected directors, shall be held at such time and place as the board of
directors shall determine, and no notice of such meeting to the directors shall
be necessary in order legally to constitute the meeting, provided a quorum
shall be present.

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     Section 7.  Additional regular meetings of the board of directors shall be
held quarterly in the months of January, July and October upon such notice, or
without notice, and on such date and time and at such place as shall from time
to time be determined by the board of directors.

     Section 8.  The Chairman of the Board or the President of the Corporation
and the Secretary may call a special meeting of the board of directors at any
time by giving notice, specifying the business to be transacted at and the
purpose or purposes of the meeting, to each member of the board at least
twenty-four (24) hours before the time appointed.

     Section 9.  At all meetings of the board a majority of the full board of
directors 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, the certificate of incorporation or these
by-laws.  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.  The act of at least a majority of the full board of directors
shall be the act of the board of directors with respect to any matter if the
Executive Committee had considered that matter previously and had not acted
unanimously (or as otherwise specified by the board of directors, as provided
in Section 14 of this Article) with respect thereto.

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     Section 11.  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, setting forth the action so taken, and the writing or
writings are filed with the minutes of proceedings of the board or committee.

     Section 12.  Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee thereof, may participate in a meeting of the board of directors, or
any committee, by means of conference telephone or similar communications
equipment whereby all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting.

                            COMMITTEES OF DIRECTORS

     Section 13.  There shall be the following six committees of the board
which shall have and may exercise the authority specified in these by-laws:  an
Executive Committee, a Finance Committee, a Compensation Committee, a Planning
Committee, an Audit Committee and a Nominating Committee.  The board of
directors may from time to time appoint one or more other committees which
shall have such authority and consist of such members as the board may from
time to time determine by resolution adopted by a
majority of the whole board.

     Section 14.  The Executive Committee shall consist of the four directors
who hold the positions, respectively, of President, Vice President-Finance,
Vice President-Newspaper Operations, Vice President-Broadcasting Operations
and, in the discretion of

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the board, a fifth person, designated by resolution adopted by a majority of
the whole board, who, if he is not a director, shall be an advisory member.
Unless otherwise restricted by statute, the certificate of incorporation or
these by-laws, the Executive Committee shall have and may exercise all of the
authority of the board of directors in the management of the Corporation.

     The Executive Committee shall not have authority to (i) recommend to the
stockholders an amendment to the certificate of incorporation and direct the
submission thereof to a vote at a meeting of stockholders, (ii) approve a plan
of merger or consolidation and direct its submission to vote at a meeting of
stockholders, (iii) recommend to the stockholders the sale, lease or exchange
or other disposition of all, or substantially all, of the Corporation's
property and assets, fix the terms and conditions of any such transaction, or
abandon any such transaction after its authorization by a vote of the
stockholders, (iv) recommend to the stockholders a dissolution of the
Corporation or a revocation of a dissolution and direct the submission thereof
to a vote at a meeting of stockholders, (v) alter, repeal or amend the by-laws,
(vi) declare a dividend, (vii) authorize the issuance of shares of capital
stock or (viii) approve expenditures of any nature exceeding the greater of
$10,000,000 or 10% of the consolidated book value of the Corporation and its
subsidiaries as of the last day of the preceding fiscal year as determined by
the Corporation's certified public accountants.

     At all meetings of the Executive Committee the presence of a majority of
the full committee shall constitute a quorum for the transaction of business
and (unless otherwise specified by the board of directors in referring or
delegating any matter to the Executive Committee) the unanimous act of all of
the members present at any meeting at which

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there is a quorum shall be the act of the Executive Committee.  In the event
the Executive Committee does not act unanimously (or as otherwise specified by
the board of directors) with respect to any matter, it shall refer that matter
to the board of directors.

     Section 15.  The Finance Committee shall consist of the three directors
who hold the positions, respectively, of President, Vice President-Finance and
Vice President-Newspaper Operations and, in the discretion of the board of
directors, a fourth person, designated by resolution adopted by a majority of
the whole board of directors, who, if he is not a director, shall be an
advisory member.  The Finance Committee shall have and may exercise all of the
authority of the board of directors with respect to (i) approval or disapproval
of contracts obligating the Corporation for more than $50,000 but not more than
$500,000 or not more than $1,000,000 if the contract relates to any Agency
expense to be shared equally with The Herald Company, Inc., (ii) designation of
depositories for monies and other valuable effects of the Corporation and (iii)
designation of signatures on all checks, demands for money and bank or other
similar accounts of the Corporation.

     Section 16.  The Compensation Committee shall consist of the director who
holds the position of President, two directors who do not hold any officer
positions with the Corporation and who are designated by resolution adopted by
a majority of the whole board of directors, and, in the discretion of the board
of directors a fourth person, also designated by resolution adopted by a
majority of the whole board of directors, who, if he is not a director, shall
be an advisory member.  The Compensation Committee shall render advice with
respect to compensation matters for officers, directors and key employees of
the Corporation and with respect to other personnel matters.

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     Section 17.  The Planning Committee shall consist of the four directors
who hold the positions, respectively, of President, Vice President-Finance,
Vice President-Newspaper Operations and Vice President-Broadcasting Operations
and, in the discretion of the board of directors, up to six additional persons,
designated by resolution adopted by a majority of the whole board of directors,
each of whom, if he is not a director, shall be an advisory member.  The
Planning Committee shall consider and develop short and long term plans and
strategies for the Corporation and present them to the board of directors for
consideration and appropriate action.

     Section 18.  The Audit Committee shall consist of at least two directors,
all of whom (i) are determined to be independent of management and free from
any relationship that would interfere with the exercise of independent judgment
as members of the Audit Committee and (ii) are designated by a resolution
adopted by a majority of the whole board of directors.  The Audit Committee
shall be responsible to the board of directors for overseeing and reviewing
audit results and monitoring the effectiveness of internal audit functions.
The Audit Committee may retain and consult with legal counsel and such experts
as it deems necessary or appropriate.

     Section 19.  The Nominating Committee shall consist of two or more
directors who are designated by resolution adopted by a majority of the whole
board.  The Nominating Committee shall be responsible to the board of directors
and/or stockholders, as the case may be, for recommending qualified candidates
for election as directors of the Corporation and for recommending candidates
for designation as members of the committee to fill vacancies therein.  At all
meetings of the Nominating Committee, the presence of a majority of the members
thereof shall constitute a quorum for the

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transaction of business, and the act of a majority of the members of the whole
committee at which there is a quorum present shall be the act of the Nominating
Committee.

     Section 20.  Each committee of the board of directors shall keep regular
minutes of its meetings and report the same to the board of directors when
required.
                           COMPENSATION OF DIRECTORS
     Section 21.  Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors.  All directors may be paid their
expenses, if any, of attendance at each meeting of the board of directors, and
directors who are not full-time employees of the Corporation may be paid a
fixed sum for attendance at each meeting of the board of directors and/or a
stated salary as director.  No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.  Members of special or standing committees may be allowed like
compensation and expenses for attending committee meetings.

                              REMOVAL OF DIRECTORS

     Section 22.  Subject to the rights of the holders of any series of
Preferred Stock or any other class of capital stock of the Corporation (other
than the Common Stock and the Class B Common Stock) then outstanding, (a) any
director, or the entire board of directors, may be removed from office at any
time prior to the expiration of his term of office, with or without cause, only
by the affirmative vote of the holders of record of outstanding shares
representing at least 66 2/3% of all of the aggregate voting power of
outstanding shares of capital stock of the Corporation then entitled to vote
generally in

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the election of directors, voting together as a single class at a special
meeting of stockholders called expressly for that purpose; provided that, any
director may be removed from office by the affirmative vote of a majority of
the entire board of directors, at any time prior to the expiration of his term
of office, as provided by law, in the event a director fails to meet the
qualifications stated in these by-laws for election as a director or in the
event such director is in breach of any agreement between such director and the
Corporation relating to such director's service as a director or employee of
the Corporation.

                        INDEMNIFICATION OF DIRECTORS

     Section 23.  The Corporation shall have the right to indemnify directors,
officers and agents of the Corporation to the fullest extent permitted by the
General Corporation Law of Delaware and by the certificate of incorporation, as
both may be amended from time to time.

                                 ARTICLE IV
                                   NOTICES

     Section 1.  Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these By-laws, notice is required to be
given to any director or stockholder, it shall be construed to mean written or
printed notice given either personally or by mail or wire addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation, with postage or other charges thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in

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the United States mail or at the appropriate office for transmission by wire.
Notice to directors may also be given by telephone.

     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.

     Section 3.  Attendance at a meeting shall constitute a waiver of notice
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called
or convened.

     Section 4.  Neither the business to be transacted at, nor the purpose of,
any regular meeting of the board of directors need be specified in the notice
or waiver of notice of such meeting.

                                  ARTICLE V
                                  OFFICERS
     Section 1.  The officers of the Corporation shall be chosen by the board
of directors at its first meeting after each annual meeting of the stockholders
and shall be a Chairman of the Board, a President, a Vice President-Finance, a
Vice President-Newspaper Operations, and a Vice President-Broadcasting
Operations, a Treasurer and a Secretary.  The board of directors may also
choose one or more additional Vice Presidents and one or more Assistant
Treasurers and Assistant Secretaries.  Any number of offices may be held by the
same person, except that the offices of President and Secretary shall not be

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held by the same person.  Vice Presidents may be given distinctive designations
such as Executive Vice President or Senior Vice President.

     Section 2.  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 of directors.

     Section 3.  The officers of the Corporation shall hold office until their
successors are chosen and qualify or until their earlier resignation or
removal.  Any officer elected or appointed by the board of directors may be
removed at any time with or without cause by the affirmative vote of a majority
of the whole board of directors.  Any vacancy occurring in any office of the
Corporation shall be filled by the board of directors.

                            CHAIRMAN OF THE BOARD

     Section 4.  The Chairman of the Board shall preside at all meetings of the
board of directors and the stockholders and shall have such other powers and
perform such other duties as may from time to time be assigned to him by the
board of directors.

                                THE PRESIDENT

     Section 5.  The President shall be subject to the direction of the board
of directors and shall have general and active management of the business of
the Corporation (except that journalistic decisions with respect to news and
editorial content of the St. Louis Post-Dispatch shall remain under the
authority of the editor thereof) and shall see that all orders and resolutions
of the board of directors are carried into effect.  In the absence of

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the Chairman of the Board, or in the case the Chairman of the Board shall
resign, retire, become deceased or otherwise cease or be unable to act, the
President shall also perform the duties and exercise the powers of the Chairman
of the Board.
                             THE VICE-PRESIDENTS

     Section 6.  The Vice-Presidents shall have such powers and perform such
duties as may from time to time be assigned to them by the board of directors
or the President.

                    THE SECRETARY AND ASSISTANT SECRETARY

     Section 7.  The Secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings
of the meetings of the Corporation and of the board of directors in a book to
be kept for that purpose and shall perform like duties for the standing
committees of the board of directors when required.  He shall give, or cause to
be given, notice of all meetings of the stockholders and special meetings of
the board of directors, and shall perform such other duties as may be
prescribed by the board of directors or the President, under whose supervision
he shall be.  He shall have custody of the corporate seal of the Corporation
and he, or an Assistant Secretary, shall have authority to affix the same to
any instrument requiring it and when so affixed, it may be attested by his
signature or by the signature of such Assistant Secretary.  The board of
directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.

     Section 8.  The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or

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in the event of his inability or refusal to act, perform the duties and
exercise the powers of the Secretary and shall have such other powers and
perform such other duties as may from time to time be assigned to them by the
board of directors.

                   THE TREASURER AND ASSISTANT TREASURERS

     Section 9.  The Treasurer, under the supervision of the Vice
President-Finance, shall have charge of all the corporate funds and securities
and shall keep or cause to be kept full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all
monies and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by or at the direction of
the board of directors or the Finance Committee.

     Section 10.  He shall disburse or cause to be disbursed the funds of the
Corporation as may be ordered by or at the direction of the Vice
President-Finance or the board of directors, taking proper vouchers for such
disbursements, and subject to the supervision of the Vice President-Finance,
shall render to the President and the board of directors, when they or either
of them so require, an account of his transactions as Treasurer and of the
financial condition of the Corporation.

     Section 11.  If required by the board of directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

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     Section 12.  The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the board of directors (of
if there be no such determination, then in the order of their election), shall,
in the absence of the Treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the Treasurer and shall have
such other powers and perform such other duties as may from time to time be
assigned to them by the board of directors.

     Section 13.  In addition to the corporate officers elected by the board of
directors pursuant to this Article V, the President may, from time to time,
appoint one or more other persons as appointed officers who shall not be deemed
to be corporate officers, but may, respectively, be designated with such titles
as the President may deem appropriate.  The President may prescribe the powers
to be exercised and the duties to be performed by each such appointed officer,
may designate the term for which each such appointment is made, and may, from
time to time, terminate any or all of such appointments.  Such appointments and
termination of appointments shall be reported to the board of directors.

                                 ARTICLE VI
                            CERTIFICATES OF STOCK

     Section 1.  Every holder of shares of capital stock in the Corporation
shall be entitled to have a certificate sealed with the seal of the Corporation
and signed by, or in the name of the Corporation by, the Chairman of the Board,
Vice Chairman of the Board or the President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by him in the Corporation.
If the Corporation shall be authorized to issue more than one class of

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stock or more than one series of any class, the designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights shall be set forth in full or summarized on the
face or back of the certificate which the Corporation shall issue to represent
such class or series of stock, provided that, except as otherwise provided in
section 202 of the General Corporation Law of Delaware, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the Corporation shall issue to represent such class or series
of stock, a statement that the Corporation will furnish without charge to each
stockholder who so requests the designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

     Section 2.  Any or all of the signatures on the certificate may be
facsimile.  In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                              LOST CERTIFICATES

     Section 3.  The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of capital stock to be lost, stolen or destroyed.

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When authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

                             TRANSFERS OF STOCK

     Section 4.  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, assignation 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.

                             FIXING RECORD DATE

     Section 5.  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

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<PAGE>   22

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

                           REGISTERED STOCKHOLDERS

     Section 6.  The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                 ARTICLE VII
                             GENERAL PROVISIONS
                                  DIVIDENDS

     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 provisions of any statute, the certificate of incorporation and
these by-laws.

     Section 2.  Before payment of any dividend, there may be set aside  out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to

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time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other purpose as the
directors shall think conducive to the interest of the Corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.

                              ANNUAL STATEMENT

     Section 3.  The board of directors 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.

                                   CHECKS

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

                                 FISCAL YEAR

     Section 5.  The fiscal year of the Corporation shall be a 52 to 53 week
period which ends on the last Sunday in December.

                                      SEAL

     Section 6.  The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Delaware".  The

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seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

                                  CONTRACTS

     Section 7.  Except as otherwise provided in these by-laws, contracts with
labor unions shall be made or executed by any officer of the Corporation or the
Director/Personnel.

     Section 8.  An officer of the Corporation may sign any note, bond, or
mortgage of the Corporation in furtherance of the Corporation's ordinary
business and in order to implement any action authorized by these by-laws.

                                ARTICLE VIII
                                 AMENDMENTS

     Section 1.  The by-laws of the Corporation may be amended, altered,
changed or repealed, and a provision or provisions inconsistent with the
provisions of the by-laws as they exist from time to time may be adopted, only
by the majority of the entire Board of Directors or by the affirmative vote of
the holders of record representing not less than 66 2/3% of the aggregate
voting power of all outstanding shares of capital stock of the Corporation then
entitled to vote generally in the election of Directors, voting together as a
single class, notwithstanding the fact that a lesser percentage may be
specified by the General Corporation Law of Delaware.

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