<PAGE>

                                                             EXHIBIT 3.2








                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                 UNI-MARTS, INC.

                             A Delaware Corporation







<PAGE>


                                TABLE OF CONTENTS
                                                                        PAGE


ARTICLE I - Offices........................................................1

   Section 1:     Registered Office........................................1
   Section 2:     Additional Offices.......................................1

ARTICLE II - Meetings of Stockholders......................................1

   Section 1:     Place of Meeting.........................................1
   Section 2:     Annual Meetings..........................................1
   Section 3:     Notice of Annual Meeting.................................2
   Section 4:     List of Stockholders.....................................2
   Section 5:     Special Meetings.........................................2
   Section 6:     Notice of Special Meetings...............................2
   Section 7:     Business at Special Meetings.............................2
   Section 8:     Quorum...................................................3
   Section 9:     Voting...................................................3
   Section 10:    Proxies..................................................3
   Section 11:    Action by Written Consent................................4

ARTICLE III - Directors....................................................4

   Section 1:     Number and Term..........................................4
   Section 2:     Removal; Vacancies.......................................4
   Section 3:     Powers...................................................5
   Section 4:     Place of Meetings; Telephone Meetings....................5
   Section 5:     First Meeting............................................5
   Section 6:     Regular Meetings.........................................5
   Section 7:     Special Meetings.........................................5
   Section 8:     Quorum...................................................5
   Section 9:     Action by Written Consent................................6
   Section 10:    Committees...............................................6
   Section 11:    Minutes of Committees....................................7
   Section 12:    Compensation.............................................7
   Section 13:    Conflict of Interest.....................................7
   Section 14:    Nominations..............................................8

ARTICLE IV - Notices.......................................................8

   Section 1:     Notice...................................................8
   Section 2:     Notice by Electronic Transmission........................8
   Section 3:     Waiver of Notice.........................................9

ARTICLE V - Officers.......................................................9

   Section 1:     Officers.................................................9
   Section 2:     Additional Officers......................................9


                                      -i-
<PAGE>

   Section 3:     Compensation............................................10
   Section 4:     Term of Office; Removal; Vacancies......................10
   Section 5:     Duties of Officers......................................10

ARTICLE VI - Certificates of Stock........................................11

   Section 1:     Certificates............................................11
   Section 2:     Signatures..............................................12
   Section 3:     Lost, Stolen or Destroyed Certificates..................12
   Section 4:     Transfer of Stock.......................................12
   Section 5:     Record Date.............................................12
   Section 6:     Registered Stockholders.................................13

ARTICLE VII - General Provisions..........................................13

   Section 1:     Dividends...............................................13
   Section 2:     Reserves................................................13
   Section 3:     Annual Statement........................................13
   Section 4:     Checks..................................................14
   Section 5:     Fiscal Year.............................................14
   Section 6:     Seal....................................................14
   Section 7:     Contracts...............................................14
   Section 8:     Voting of Corporation's Securities......................14

ARTICLE VIII - Amendments.................................................15

   Section 1:     Procedure...............................................15



                                      -ii-
<PAGE>


                              AMENDED AND RESTATED

                                     BY-LAWS

                                       of

                                 UNI-MARTS INC.

                             A Delaware Corporation


                                    ARTICLE I

                                     Offices

Section 1:        Registered Office.
                  -----------------

         The registered office shall be 1013 Centre Road, Wilmington, Delaware.

Section 2:        Additional 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

                            Meetings of Stockholders

Section 1:        Place of Meeting.
                  ----------------

         All meetings of the stockholders for the election of directors shall be
held in the borough of State College, Commonwealth of Pennsylvania, or at such
other place, 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 such is stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

Section 2:        Annual Meetings.
                  ---------------

         Annual meetings of stockholders shall be held at such time and place as
may be specified in the notice thereof, at which they shall elect, by a
plurality vote, a Board of Directors and transact such other business as may
properly be brought before the meeting.



                                       1
<PAGE>

Section 3:        Notice of Annual Meeting.
                  ------------------------

         Unless otherwise required by law, written notice of the annual meeting
shall be given to each stockholder entitled to vote at such meeting not less
than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 4:        List of Stockholders.
                  --------------------

         The officer who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at said meeting arranged in
alphabetical order and 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 (10) days prior to the
meeting, either at a location within the borough of State College where the
meeting is to be held, 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.
The list shall also 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 is present.

Section 5:        Special Meetings.*
                  ----------------

         Special meetings of stockholders for any purpose or purposes, unless
otherwise provided by law or by the Certificate of Incorporation, may be called
at any time (i) by the Chairman of the Board or (ii) by the Secretary directed
upon by the vote of a majority of the Board of Directors, at such time and place
either within or without the State of Delaware as may be stated in the notice.
Stockholders of the Corporation shall not be entitled to call special meetings
of stockholders.


Section 6:        Notice of Special Meetings.
                  --------------------------

         Unless otherwise required by law, written notice of a special meeting
of stockholders, stating the date, time, place and purpose or purposes for which
the meeting is called, shall be given to each stockholder entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting.

Section 7:        Business at Special Meetings.
                  ----------------------------

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


--------
* This Section was amended and restated in its entirety on December 7, 2001.

                                       2
<PAGE>


Section 8:        Quorum.
                  ------

         The holders of record of capital stock representing no less than a
majority of the total number of shares issued and outstanding and entitled to
vote thereat, present in person or represented by proxy or power of attorney,
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. At any meeting of the stockholders, whether annual
or special, or any adjournment thereof, including any such meeting at which a
quorum shall not be present or represented, the majority of the stockholders
entitled to vote thereat, present in person or represented by proxy or power of
attorney, shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting. 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 noticed. If the
adjournment is for more than thirty (30) 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.

Section 9:        Voting.
                  ------

         (a) Except as otherwise may be provided by the Certificate of
Incorporation or by these By-Laws, at every meeting of the stockholders, each
stockholder shall be entitled to one (1) vote for each share of stock which is
registered in his or her name on the record date for the meeting.

         (b) When a quorum is present at any meeting, the vote of a majority of
the voting power of stock, 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 these By-Laws or 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 questions.

         (c) A holder of Common Stock shall have one (1) vote per share for each
such share of stock registered to such holder at the time of the closing of the
transfer books of the Corporation or on the date fixed as the record date for
any meeting, unless otherwise provided by these By-Laws. In case the transfer
books of the Corporation shall not have been closed and no date shall have been
fixed as a record date for the determination of the stockholders entitled to
vote, those persons of record as of the close of business on the day next
preceding the date on which notice is given, and not others, shall be entitled
to vote at said meeting, provided that any applicable provisions of law
respecting publication of such record date be observed.

Section 10:       Proxies.
                  -------

         Unless otherwise provided in the Certificate of Incorporation, each
stockholder having the right to vote shall, at every meeting of the
stockholders, be entitled to vote in person or by proxy appointed by instrument
in writing subscribed to by such stockholder or by his duly authorized attorney,
but no proxy shall be voted on or acted upon after three (3) years from its
date.

                                       3
<PAGE>


Section 11:       Action by Written Consent.
                  -------------------------

         Unless otherwise provided in the Certificate of Incorporation, any
action required to be taken at any annual or special meeting of stockholders of
the Corporation, or any action which may be taken without a meeting, may be
taken without prior notice and without a vote, if a consent in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.

                                   ARTICLE III

                                    Directors

Section 1:        Number and Term.
                  ---------------

         The number of directors which will constitute the whole Board shall be
not less than three (3), the exact number to be determined by a resolution of
the Board of Directors. At the annual election of directors to be held at the
annual meeting of stockholders in Fiscal Year 1987, the directors shall be
divided into three (3) classes, as nearly equal as possible, known as Class I,
Class II, and Class III. The initial directors of Class I shall serve until the
end of the annual meeting of stockholders held in February 1988, at which time
the directors of Class I shall be elected for a term of three (3) years and
shall thereafter be elected every three (3) years for three (3) year terms. The
initial directors of Class II shall serve until the end of the annual meeting of
stockholders held in February 1989, at which time the directors of Class II
shall be elected for a term of three (3) years and shall thereafter be elected
every three (3) years for three (3) year terms. The initial directors of Class
III shall serve until the end of the annual meeting of stockholders held in
February 1990, at which time the directors of Class III shall be elected for a
term of three (3) years and shall thereafter be elected every three (3) years
for three (3) year terms. Each director elected shall hold office until his or
her successor is elected and qualified. Directors need not be stockholders.

Section 2:        Removal; Vacancies.
                  ------------------

         (a) The holders of the Common Stock shall be entitled to vote on the
removal, with or without cause, of any director.

         (b) Any vacancy in the office of a director either (i) may be filled by
the vote of the holders of Common Stock or (ii) if applicable law permits, any
such vacancy may be filled by the remaining directors then in office, even
though less than a quorum, or by a



                                       4
<PAGE>

sole remaining director. Any director elected by the stockholders or the Board
of Directors to fill a vacancy shall serve until the end of the full unexpired
term of the vacating director and until his or her successor has been elected
and has been qualified. If permitted by applicable law, the Board of Directors
may increase the number of directors, and any vacancy so created may be filled
by the Board of Directors by a majority vote of all directors then in office.

Section 3:        Powers.
                  ------

         The business and affairs 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:        Place of Meetings; Telephone Meetings.
                  -------------------------------------

         The Board of Directors of the Corporation may hold meetings, both
regular and special, either within or without the State of Delaware.

         Any director may participate in any meeting of the Board of Directors
or a committee of the Board of Directors by means of conference telephone or
similar communications equipment by means of which all persons participating in
such meeting can hear each other, and participation in a meeting pursuant to the
provision of this Section 4 shall constitute presence in person at such meeting.

Section 5:        First Meeting.
                  -------------

         The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the Board of Directors, 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.

Section 6:        Regular Meetings.
                  ----------------

         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.

Section 7:        Special Meetings.
                  ----------------

         Special meetings of the Board may be called by the Chairman of the
Board by one day's notice to each director, either personally or by mail or by
telegram or by telephone. Special meetings shall be called by the Secretary in
like manner and on like notice on the written request of 40% of the directors.



                                       5
<PAGE>

Section 8:        Quorum.
                  ------

         At all meetings of the Board, a majority of the directors then
constituting the total number of the Board, but not less than two (2) directors,
except when a board of one director is authorized and acting, then one (1)
director 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 9:        Action by Written Consent.
                  -------------------------

         Unless otherwise restricted by the Certificate of Incorporation or
these By-Laws, 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 of such committee, as the case may be,
consent thereto in writing and such written consent is filed with the minutes of
proceedings of the Board or committee.

Section 10:       Committees.
                  ----------

         The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees. The Board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise the powers and authority 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; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation (except that
a committee may, to the extent authorized in any resolution or resolutions
providing for the issuance of shares of stock adopted by the Board of Directors
as provided in Section 151(a) of the General Corporation Law of the State of
Delaware, or any successor provision thereto, fix any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the Corporation, or the conversion into or the
exchange of such shares for shares of any other class or classes, or any other
series of the same or any other class of classes of stock of the Corporation),
adopting the agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
By-Laws of the Corporation; and, unless the resolution or the Certificate of
Incorporation expressly so



                                       6
<PAGE>

provides, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock, or to adopt a certificate of
ownership and merger pursuant to Section 253 of the General Corporation Law of
the State of Delaware, or any successor provision thereto. 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. Notwithstanding anything else
to the contrary contained herein, all functions of the Board of Directors of the
Corporation with respect to the executive officers of the Corporation,
including, without limitation, the authority to engage and discharge such
executive officers and the responsibility of supervising such executives in the
discharge of their duties, are hereby delegated to Henry D. Sahakian, or the
current Chairman of the Board.

Section 11:       Minutes of Committees.
                  ---------------------

         Each committee may keep regular minutes of its meetings and report the
same to the Board of Directors.

Section 12:       Compensation.
                  ------------

         Unless otherwise restricted by the Certificate of Incorporation, the
Board of Directors shall have the authority to fix the compensation of
directors. The directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors, and may be paid a fixed sum for
attendance at each meeting of the Board of Directors 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 for attending
committee meetings.

Section 13:       Conflict of Interest.
                  --------------------

         No contract or other transaction between the Corporation and one or
more of its directors or officers, or between the Corporation and any other
corporation, partnership, association or other organization in which one or more
of the Corporation's directors or officers are directors or officers or have a
financial interest, shall be void or voidable solely for such reason, or solely
because such director or directors or officer or officers are present at or
participate in the meeting of the Board of Directors or a committee thereof
which authorized or approves the contract or transaction, or solely because his
or their votes are counted for such purpose, if (1) the material facts as to his
or their relationships or interests and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (2) the material facts as to
his or their relationships or interests as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by a vote of the
stockholders; or (3) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board of Directors,
a committee thereof, or the stockholders.



                                       7
<PAGE>

         Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

Section 14:       Nominations.*
                  -----------

         Nominations for election to the Board of Directors may be made by the
Board of Directors or by any stockholder entitled to vote for election of
directors. Nominations, other than those made by or on behalf of the Board,
shall be made in writing and shall be delivered or mailed to the Secretary of
the Corporation at least forty-five (45) days prior to the date on which the
Corporation first mailed its proxy materials for the immediately preceding
year's annual meeting of stockholders, or, if the Corporation did not have an
annual meeting of stockholders in such year, at least one hundred twenty (120)
days prior to the date of the annual meeting. Such notification shall contain
the following information to the extent known to the notifying stockholder(s):
(a) the name and address of each proposed nominee; (b) the principal occupation
of each proposed nominee; (c) the total number of shares of common stock of the
Corporation that will be voted for each proposed nominee by the notifying
stockholder(s); (d) the name and residence address of the notifying
stockholder(s); and (e) the number of shares of common stock owned by the
notifying stockholder(s). Nominations not made in accordance herewith shall be
disregarded by the chairman of the meeting and votes cast for such nominee shall
not be counted.

                                   ARTICLE IV

                                     Notices

Section 1:        Notice.
                  ------

         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 not be construed to mean personal notice only,
but such notice may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by telegram or telephone.

Section 2:        Notice by Electronic Transmission.**
                  ---------------------------------

         Without limiting the provisions of Section 1 hereof, notice to any
director or stockholder shall be effective if given by a form of electronic
transmission consented to by the

--------

*  This Section was amended and restated in its entirety on December 7, 2001.

** This Section was added in its entirety on December 7, 2001.


                                       8
<PAGE>

director or stockholder to whom the notice is given. Any such consent shall be
revocable by the director or stockholder by written notice to the Corporation.
Any such consent shall be deemed revoked if the Corporation is unable to deliver
by electronic transmission two consecutive notices given by the Corporation in
accordance with such consent, and such inability becomes known to the Secretary
or an Assistant Secretary of the Corporation, or to the transfer agent, or other
person responsible for the giving of notice; provided, however, the inadvertent
failure to treat such inability as a revocation shall not invalidate any meeting
or other action. Notice given pursuant to this Section 2 shall be deemed given
(i) if by facsimile telecommunication, when directed to a number at which the
director or stockholder has consented to receive notice; (ii) if by electronic
mail, when directed to an electronic mail address at which the director or
stockholder has consented to receive notice; (iii) if by a posting on an
electronic network, together with separate notice to the director or stockholder
of such specific posting, upon the later of (a) such posting and (b) the giving
of such separate notice; and (iv) if by any other form of electronic
transmission, when directed to the director or stockholder, as applicable.

Section 3:        Waiver of Notice.***
                  ----------------

         Whenever any notice is required to be given under statute, the
Certificate of Incorporation or these By-Laws, a written waiver signed by the
person entitled to notice, or a waiver by electronic transmission by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting at the beginning of the meeting, to
the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice or any
waiver by electronic transmission unless so required by the Certificate of
Incorporation or these By-Laws.

                                    ARTICLE V

                                    Officers

Section 1:        Officers.
                  --------

         The officers of the Corporation shall be chosen by the Board of
Directors and shall be a Chairman of the Board of Directors, a President, an
Executive Vice President and Chief Financial Officer, an Executive Vice
President and a Secretary. The Board of Directors may also choose additional
vice presidents and one or more assistant secretaries. Any number of offices may
be held by the same person unless the Certificate of Incorporation otherwise
provides.

--------

*** This Section was renumbered, amended and restated in its entirety on
December 7, 2001.


                                       9
<PAGE>

Section 2:        Additional Officers.
                  -------------------

         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 3:        Compensation.
                  ------------

         The salaries of all officers and agents of the Corporation shall be
fixed by the Board of Directors or a committee thereof.

Section 4:        Term of Office; Removal; Vacancies.
                  ----------------------------------

         The officers of the Corporation shall serve at the pleasure of the
Board of Directors and shall hold office until their successors are chosen and
qualified. 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. Any vacancy occurring in any office of the Corporation shall be
filled by the Board of Directors.

Section 5:        Duties of Officers.
                  ------------------

         The officers of the Corporation, if and when elected by the Board of
Directors of the Corporation, shall have the following duties:

         (a) Chairman of the Board. The Chairman of the Board shall be the chief
executive officer of the Corporation and shall, subject to the direction of the
Board of Directors, supervise and control the business and affairs of the
Corporation. He shall, when present, preside at all meetings of the stockholders
and of the Board of Directors. He may sign certificates for shares of the
Corporation and deeds, mortgages, bonds, contracts or other instruments on
behalf of the Corporation, except where required by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation. In general, he shall perform all duties incident to the office
of Chairman of the Board and such other duties as may be prescribed by the Board
of Directors.

         (b) President. The President shall be the chief operating officer of
the Corporation and shall have general management of all operating areas of the
business of the Corporation, including convenience store operations and
petroleum operations. The President of the Corporation shall carry into effect
the orders of the Chairman of the Board. The President may sign deeds,
mortgages, bonds, contracts or other instruments on behalf of the Corporation,
except where required by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation. In
general, he shall perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of Directors or the Chairman
of the Board.

                                       10
<PAGE>

         (c) Executive Vice President and Chief Financial Officer. The Executive
Vice President and Chief Financial Officer shall be the principal financial
officer and chief accounting officer of the Corporation and shall have general
and active management of all financial, accounting and administrative areas of
the business of the Corporation, including administration, finance, accounting
and internal audit and such other duties as may be prescribed by the Board of
Directors or the Chairman of the Board. The Executive Vice President and Chief
Financial Officer may sign deeds, mortgages, bonds, contracts or other
instruments on behalf of the Corporation, except where required by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation.

         (d) Executive Vice President. The Executive Vice President shall be
responsible for the day-to-day management of all operating areas of the business
of the Corporation, including convenience store operations and petroleum
division operations and such other duties as may be prescribed by the Board of
Directors, Chairman of the Board or President.

         (e) Other Vice Presidents. Additional vice presidents appointed by the
Board of Directors shall perform such other duties and have such other powers as
the Board of Directors, Chairman of the Board, President or Executive Vice
President and Chief Financial Officer may from time to time prescribe.

         (f) Secretary. 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 stockholders and of the Board of Directors in a book to be
kept for that purpose, and shall perform like duties for the standing committees
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, the
Chairman of the Board or the Executive Vice President and Chief Financial
Officer, 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.

         (g) Assistant Secretaries. 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 in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary, and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.



                                       11
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                                   ARTICLE VI

                              Certificates of Stock

Section 1:        Certificates.
                  ------------

         Every holder of stock in the Corporation shall be entitled to have a
certificate, signed by or in the name of the Corporation, by the Chairman of the
Board or the President or a Vice President and 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 stock or more than one series of any class, the powers, 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 the State 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 powers, 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:        Signatures.
                  ----------

         Any of or all 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.

Section 3:        Lost, Stolen or Destroyed Certificates.
                  --------------------------------------

         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 stock to be
lost, stolen or destroyed. 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.



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Section 4:        Transfer of Stock.
                  -----------------

         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 5:        Record Date.
                  -----------

         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 right, or entitled to exercise any rights in respect to 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 (60) days nor less than ten (10) days before the date of
such meeting, nor more than sixty (60) 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.

Section 6:        Registered Stockholders.
                  -----------------------

         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 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 the State of Delaware.

                                  ARTICLE VII

                               General Provisions

Section 1:        Dividends.
                  ---------

         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 provision of the Certificate of Incorporation.

Section 2:        Reserves.
                  --------

         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
form time to 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.



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Section 3:        Annual Statement.
                  ----------------

         The Board of Directors shall present at each annual meeting, and at any
special meeting of the stockholder when called for by vote of the stockholders,
a full and clear statement of the business and condition of the Corporation.

Section 4:        Checks.
                  ------

         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:        Fiscal Year.
                  -----------

         The fiscal year of the Corporation shall end on September 30.

Section 6:        Seal.
                  ----

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

Section 7:        Contracts.
                  ---------

         The Board of Directors may authorize any officer, agent or employee to
enter into any contract, instrument or agreement on behalf of the Corporation,
and the authority granted may be general or confined to specific instances.
Except as provided in this section or as authorized by the Board of Directors,
no officer, agent or employee, other than the Chairman of the Board, the
President, any Vice President or the Secretary, shall have any power or
authority to bind the Corporation by any contract, instrument or agreement, to
pledge its credit, or to render it liable, for any amount.

Section 8:        Voting of Corporation's Securities.
                  ----------------------------------

         Unless otherwise ordered by the Board of Directors, the Chairman of the
Board, the President or any Vice President, or such other officer as may be
designated by the Board of Directors to act in the absence of the Chairman of
the Board, the President or any Vice President, shall have full power and
authority, on behalf of the Corporation, to attend and to act and to vote, and
to execute a proxy or proxies empowering others to attend and to act and to
vote, at any meetings of security holders of any corporation in which the
Corporation may hold securities, and at such meetings the Chairman of the Board
or such other officer of the Corporation, or such proxy, shall possess and may
exercise any and all rights and powers


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incident to the ownership of such securities, and which as the owner thereof,
the Corporation might have possessed and exercised if present. The Secretary or
an Assistant Secretary may affix the corporate seal to any such proxy or proxies
so executed by the Chairman of the Board, or such other officer, and attest the
same. The Board of Directors, by resolution from time to time, may confer like
powers upon any other person or persons.

                                  ARTICLE VIII

                                   Amendments

Section 1:        Procedure.
                  ---------

         These By-Laws may be altered, amended or repealed, or new by-laws may
be adopted by the Board of Directors at any regular meeting of the Board of
Directors or at any special meeting of the Board of Directors if notice of such
alteration, amendment, repeal or adoption of new By- Laws be contained in the
notice of such special meeting. No change of the time or place of the meeting
for election of directors shall be made within sixty (60) days next before the
day on which such meeting is to be held, and in case of any change of such time
or place, notice thereof shall be given to each stockholder in person or by
letter mailed to his last known post office address at least twenty (20) days
before the meeting is held.



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