By-Laws - Tyson Foods Inc.



              SECOND AMENDED AND RESTATED BY-LAWS

                               OF

                       TYSON FOODS, INC.


                           ARTICLE I
                            OFFICES


     Section  1.      Registered Office.  The registered  office  of  Tyson
Foods,  Inc. (the 'Corporation') shall be at the Corporation Trust Company,
100  West  Tenth Street, in the City of Wilmington, County of  New  Castle,
State of Delaware.

     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.


                           ARTICLE II
                    MEETINGS OF STOCKHOLDERS

     Section  1.      Meetings.   Meetings  of  the  stockholders  for  the
election  of directors or for any other purpose shall be held at such  time
and  place,  either  within or without the State of Delaware  as  shall  be
designated  from time to time by the Board of Directors and stated  in  the
notice of the meeting or in a duly executed waiver of notice thereof.   The
Chairman of the Board of Directors of the Company shall act as Chairman of,
and  establish the agenda and rules for, all meetings of stockholders.  The
Secretary  of  the  Company shall serve as Secretary for  all  meetings  of
stockholders.

     Section  2.      Annual Meetings.  The Annual Meetings of Stockholders
shall  be  held  on such date and at such time as shall be designated  from
time  to  time  by the Board of Directors and stated in the notice  of  the
meeting,  at  which  meetings  the stockholders  shall  elect  a  Board  of
Directors  and  transact  such other business as may  properly  be  brought
before the meeting. 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 3.      Special Meetings.  Unless otherwise prescribed by  law
or  by  the Certificate of Incorporation, Special Meetings of Stockholders,
for any purpose or purposes, may be called by either the Senior Chairman of
the  Board of Directors, the Chairman, the Chief Executive Officer, or  the
President,  and  shall  be called by any such officer  at  the  request  in
writing  of  a  majority of the Board of Directors or  at  the  request  in
writing  of  stockholders owning a majority of the stock of the Corporation
issued and outstanding and entitled to vote.  Such request shall state  the
purpose  or purposes of  the  proposed  meeting.   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 entitled to vote at such meeting.

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     Section 4.     Quorum.  Except as otherwise provided by law or by  the
Certificate of Incorporation, the holders of a majority of the stock issued
and  outstanding  and  entitled  to vote  thereat,  present  in  person  or
represented  by  proxy, shall constitute a quorum at all  meetings  of  the
stockholders  for  the transaction of business.  If, however,  such  quorum
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented  by
proxy,  shall have power to adjourn the meeting from time to time,  without
notice  other  than announcement at the meeting, until a  quorum  shall  be
present or represented; provided, however, that 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 entitled to vote  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.

     Section  5.     Voting.  When a quorum is present at any meeting,  the
affirmative vote of a majority of the votes cast shall decide any  question
brought  before  such meeting, unless the question is  one  upon  which  by
express provision of Delaware law 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.  Each  holder  of  the
Corporation's  Class  A  Common Stock ('Class A Stock')  represented  at  a
meeting  of stockholders shall be entitled to cast one vote for each  share
of  Class A Stock entitled to vote thereat held by such stockholder.   Each
holder  of  the  Corporation's  Class B  Common  Stock  ('Class  B  Stock')
represented  at  a meeting of stockholders shall be entitled  to  cast  ten
votes for each share of Class B Stock entitled to vote thereat held by such
stockholder.   Such votes may be cast in person or by proxy  but  no  proxy
shall  be  voted on or after three years from its date, unless  such  proxy
provides  for a longer period.  The Board of Directors, in its  discretion,
or  the  officer of the Corporation presiding at a meeting of stockholders,
in his discretion, may require that any votes cast at such meeting shall be
cast by written ballot.

     At  any meeting of the Stockholders, the Senior Chairman of the  Board
of  Directors shall preside over a proxy committee which shall be  composed
of  one  or more persons as deemed necessary and appropriate by the  Senior
Chairman,  in  the  exercise of his or her discretion,  to  facilitate  the
voting  of  shares underlying proxies solicited from the Stockholders.   At
such  meetings of the Stockholders, any proxies received in the name of  or
on  behalf of the Stockholders shall be voted by the Senior Chairman of the
Board of Directors presiding over such proxy committee, and in the event of
the  absence  of  such  Senior Chairman, the Board  of  Directors,  in  its
discretion,  may  designate one or more persons  to  serve  on  such  proxy
committee  who shall vote any proxies received in the name of or on  behalf
of the Stockholders.

     Section  6.      Consent of Stockholders in Lieu of  Meeting.   Unless
otherwise provided in the Certificate of Incorporation, any action required
or  permitted  to be taken at any Annual or Special Meeting of Stockholders
of  the  Corporation, 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 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

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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.

     Section 7.     List of Stockholders Entitled to Vote.  The officer  of
the Corporation 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  at  the
time  and  place of the meeting during the whole time thereof, and  may  be
inspected by any stockholder of the Corporation who is present.

     Section  8.      Stock  Ledger.  The stock ledger of  the  Corporation
shall  be  the  only  evidence as to who are the stockholders  entitled  to
examine the stock ledger, the list required by Section 7 of this Article II
or  the  books of the Corporation, or to vote in person or by proxy at  any
meeting of stockholders.

     Section  9.     Stockholder Nominations for Director.  Any stockholder
wishing  to nominate a person to serve as a candidate for election  to  the
Board of Directors must submit the name of such candidate in writing to the
current Board of Directors on or before September 30 of any year.

     Section 10.    Business to be Conducted.  At an annual meeting of  the
stockholders,  only  such business shall be conducted as  shall  have  been
properly  brought  before the meeting.  To be properly  brought  before  an
annual meeting, business must (a) be specified in the notice of meeting (or
any  supplement  thereto)  given by or at the direction  of  the  Board  of
Directors, (b) be otherwise properly brought before the meeting  by  or  at
the  direction  of  the  Board of Directors,  or  (c)  satisfy  the  notice
requirements set forth below in this Section 10 and otherwise  be  properly
brought before the meeting by a stockholder.
     
     For  business to be brought before an annual meeting by a stockholder,
the  stockholder must have given timely notice thereof in  writing  to  the
secretary of the Corporation.  To be timely, a shareholder's notice must be
delivered  to or mailed and received at the principal executive  office  of
the  Corporation not less than 75 days nor more than 100 days prior to  the
meeting;  provided,  however, that in the event that  less  than  85  days'
notice  or prior public disclosure of the date of the meeting is  given  or
made  to  stockholders, notice by the stockholder to be timely must  be  so
received not later than the close of business on the 10th day following the
day  on  which such notice of the date of the annual meeting was mailed  or
such  public disclosure was made.  A stockholder's notice to the  secretary
shall  set forth as to each matter the stockholder proposes to bring before
the  annual meeting (a) a brief description of the business desired  to  be
brought  before  the  annual meeting and the reasons  for  conducting  such
business at the annual meeting, (b) the name and address, as they appear on
the Corporation's books, of the stockholder  proposing such  business,  (c)
the  class  and  number of shares of the Corporation which are beneficially

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owned  by the stockholder, and (d) any material interest of the stockholder
in such business.

     Notwithstanding anything in these By-Laws to the contrary, no business
shall  be  conducted  at an annual meeting except in  accordance  with  the
procedures set forth in this Section 10.  The chairman of an annual meeting
shall,  if the facts warrant, determine and declare at the meeting  that  a
matter  of  business  was  not  properly  brought  before  the  meeting  in
accordance  with  the  provisions of Section  10  of  this  Article  II  or
otherwise,  and  if  he should so determine, he shall  so  declare  at  the
meeting  that  any such business not properly brought before  this  meeting
shall not be transacted.

                          ARTICLE III
                           DIRECTORS

     Section  1.      Number  and  Election of Directors.   The  number  of
persons  which  shall constitute the Board of Directors of the  Corporation
shall  be such number as initially fixed by the Incorporator and thereafter
from  time  to  time  by resolution of the Board of Directors.   Except  as
provided  in  Section 2 of this Article, directors shall be  elected  by  a
majority  of  the votes cast at Annual Meetings of Stockholders,  and  each
director  so  elected shall hold office until the next Annual  Meeting  and
until  his  successor is duly elected and qualified, or until  his  earlier
resignation  or removal.  Any director may resign at any time upon  written
notice to the Corporation.  Directors need not be stockholders.

     Section  2.      Vacancies.  Vacancies and newly created directorships
resulting  from any increase in the authorized number of directors  may  be
filled  by a majority of the directors then in office, though less  than  a
quorum,  and  each of the directors so chosen shall hold office  until  the
next Annual Meeting of Stockholders and until his successor is elected  and
qualified or until his earlier resignation or removal.

     Section  3.      Duties and Powers.  The business of  the  Corporation
shall  be managed by or under the direction of the 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.      Meetings.  The Board of Directors of the  Corporation
may  hold meetings, both regular and special, either within or without  the
State of Delaware.  Regular meetings of the Board of Directors may be  held
without  notice at such time and at such place as may from time to time  be
determined  by the Board of Directors.  Special meetings of  the  Board  of
Directors  may  be  called  by the Chairman, if there  be  one,  the  Chief
Executive  Officer,  the President, or any two directors.   Notice  thereof
stating  the  place, date and hour of the meeting shall be  given  to  each
director  either  by mail not less than forty-eight (48) hours  before  the
date  of  the meeting, by telephone or telegram on twenty-four (24)  hours'
notice,  or  on such shorter notice as the person or persons  calling  such
meeting may deem necessary or appropriate in the circumstances.  The notice
need  not  specify  the business to be transacted.   In  the  event  of  an
emergency which in the judgment of the Chairman, Chief Executive Officer or
President  requires  immediate action, a special meeting  may  be  convened
without notice, consisting of those directors who are immediately available

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in  person or by telephone and can be joined in the meeting in person or by
conference telephone.  The actions taken at such a meeting shall  be  valid
if  at least a quorum of the directors participates either personally or by
conference telephone.

     Section  5.      Quorum.   Except  as may  be  otherwise  specifically
provided by law, the Certificate of Incorporation or these By-Laws, at  all
meetings  of  the  Board  of Directors one-third  of  the  full  number  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.  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  6.     Actions of Board Without a Meeting.  Unless  otherwise
provided  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  the
members of the Board of Directors or committee, as the case may be, consent
thereto  in writing, and the writing or writings are filed with the minutes
of proceedings of the Board of Directors or committee.

     Section  7.      Meetings  by Means of Conference  Telephone.   Unless
otherwise  provided by the Certificate of Incorporation or  these  By-Laws,
members  of  the  Board of Directors of the Corporation, or  any  committee
designated by the Board of Directors, may participate in a meeting  of  the
Board of Directors or such committee by means of a conference telephone  or
similar   communications  equipment  by  means   of   which   all   persons
participating  in the meeting can hear each other, and participation  in  a
meeting  pursuant to this Section 7 shall constitute presence in person  at
such meeting.

     Section  8.     Committees.  The Board of Directors may, by resolution
passed  by a majority of the whole Board, designate one or more committees,
each  committee  to  consist  of  one or  more  of  the  directors  of  the
Corporation. The Board of Directors may designate one or more directors  as
alternate  members  of  any  committee,  who  may  replace  any  absent  or
disqualified member at any meeting of any such committee.  In  the  absence
or  disqualification of a member of a committee, and in the  absence  of  a
designation by the Board of Directors of an alternate member to replace the
absent or disqualified member, 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 absent or disqualified
member.   Any committee, to the extent allowed by law and provided  in  the
resolution establishing such committee, shall have and may exercise all the
powers  and  authority of the Board of Directors in the management  of  the
business and affairs of the Corporation.  Each committee shall keep regular
minutes and report to the Board of Directors when required.

     Section  9.      Executive Committee.  The Board  of  Directors  shall
establish an Executive Committee of its members to consist of not less than
three directors, which group shall include the Senior Chairman of the Board
of Directors, and may authorize the delegation to any such committee of any
of  the  authority  of  the Board of Directors in  the  management  of  the

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ordinary  business  affairs of the Corporation.   The  Executive  Committee
shall not, however, be authorized to amend the Certificate of Incorporation
or  the  By-Laws  of the Corporation; to adopt an agreement  of  merger  or
consolidation pursuant to Sections 251 and 252 of the Delaware  Corporation
Law; to recommend to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, or to recommend
to the stockholders a  dissolution of the  Corporation or a revocation of a
dissolution.  The Executive Committee may, to the extent authorized by  the
Board of Directors in a resolution providing for the issuance of shares  of
stock,  fix the designations and 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 or classes of stock of the Corporation, or fix  the
number  of  shares  of  any series of stock or authorize  the  increase  or
decrease of the shares of any series.  The Executive Committee may,  if  so
authorized  by  a resolution of the Board of Directors, declare  dividends,
authorize  the issuance of stock, and adopt a certificate of ownership  and
merger pursuant to Section 253 of the Delaware Corporation Law with respect
to the Corporation's 90%-owned subsidiaries.  The Executive Committee shall
serve  at  the  pleasure of the Board of Directors and shall  act  only  in
intervals  between meetings of the Board of Directors,  and  shall  in  all
respects be subject to the control and direction of the Board of Directors.
The  Executive Committee may act by a majority of its members at a  meeting
or  informally without a meeting, provided that all members thereof sign  a
writing reflecting such informal action.  Any act or authorization  of  any
act by the Executive Committee, within the authority delegated above, shall
be  as  effective for all purposes as the act or authorization of the Board
of  Directors; provided that the designation of such an Executive Committee
and  the  delegation of authority thereto shall not operate to relieve  the
Board of Directors of any responsibility imposed upon it by law.

     Section  10.     Compensation.   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  11.     Interested  Directors.  No  contract  or  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 its directors or
officers are directors or officers, or have a financial interest, shall  be
void or voidable solely for this reason, or solely because the director  or
officer  is  present  at or participates in the meeting  of  the  Board  of
Directors   or   committee  thereof  which  authorizes  the   contract   or
transaction,  or  solely because his or their votes are  counted  for  such
purpose  if  (i)  the  material facts as to his or  their  relationship  or
interest  and as to the contract or transaction are disclosed or are  known
to  the Board of Directors or the committee, and the Board of Directors  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 (ii)  the  material
facts as to his or their relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote

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thereon, and the contract or transaction is specifically approved  in  good
faith by vote of the stockholders; or (iii) 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.  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.

                           ARTICLE IV
                            OFFICERS

     Section  1.      General.   The officers of the Corporation  shall  be
chosen by the Board of Directors and shall be a President, a Secretary  and
a  Treasurer.  The Board of Directors, in its discretion, may also choose a
Senior  Chairman and Chairman of the Board of Directors (each of whom  must
be  a  director),  one or more Vice Chairmen of the Board of  Directors,  a
Chief  Executive  Officer,  a Chief Operating Officer,  one  or  more  Vice
Presidents,   Controller,  Assistant  Controllers,  Assistant  Secretaries,
Assistant  Treasurers, and any other officers deemed to be  necessary.   In
addition  to  any  powers expressly provided by these By-laws,  the  Senior
Chairman  of  the  Board of Directors shall, without limitation,  have  all
powers  of  a vice chairman of a board of directors under Delaware  General
Corporate  Law.   Any  number of offices may be held by  the  same  person,
unless  otherwise  prohibited by law, the Certificate of  Incorporation  or
these By-Laws.  The officers of the Corporation need not be stockholders of
the  Corporation nor, except in the case of the Chairman of  the  Board  of
Directors, need such officers be directors of the Corporation.

     Section  2.     Election.  The Board of Directors at its first meeting
held  after  each Annual Meeting of Stockholders shall elect the  executive
officers  of the Corporation, who shall be comprised of the President,  the
Secretary,  the  Treasurer  and, if there  be  such,  the  Chief  Executive
Officer,  the  Chief Operating Officer, and any Executive  or  Senior  Vice
Presidents.   Such  executive officers 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.  The President  of
the Corporation shall have the authority to appoint such other officers  as
he  may  in his discretion deem necessary to carry out the business of  the
Corporation,  including, but not limited to, Group  Vice  Presidents,  Vice
Presidents,   Controller,  Assistant  Controllers,  Assistant  Secretaries,
Assistant  Treasurers  and  any  other  officers.   All  officers  of   the
Corporation  shall  hold  office  until their  successors  are  chosen  and
qualified,  or  until  their earlier resignation or  removal.  Any  officer
elected  by the Board of Directors may be removed at any time by the  Board
of Directors.  Any officer appointed by the President may be removed at any
time  by  the President.  Any vacancy occurring in any executive office  of
the  Corporation  shall be filled by the Board of Directors.   Any  vacancy
occurring  in  any other office of the Corporation shall be filled  by  the
President.

     Section 3.     Voting Securities Owned by the Corporation.  Powers  of
attorney,  proxies,  waivers  of  notice of  meeting,  consents  and  other
instruments relating to securities owned by the Corporation may be executed
in  the  name  of  and on behalf of the Corporation by the Chief  Executive
Officer,  the President and Chief Operating Officer, or any Vice President,
and  any such officer may, in the name of and on behalf of the Corporation,
take  all  such action as any such officer may deem advisable  to  vote  in

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person  or  by proxy at any meeting of security holders of any  company  in
which  the  Corporation may own securities and at any  such  meeting  shall
possess  and  may  exercise any and all rights and power  incident  to  the
ownership  of  such  securities  and  which,  as  the  owner  thereof,  the
Corporation  might have exercised and possessed if present.  The  Board  of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

     Section  4.     Chief Executive Officer.  The Chief Executive  Officer
of  the Corporation shall have, subject to the supervision and direction of
the  Board  of  Directors or of the Executive Committee,  if  any,  general
supervision  of the business, property, and affairs of the Corporation  and
the  powers vested in him by the Board of Directors, by law or by these By-
Laws or which usually attach or pertain to such office, including, but  not
limited  to,  the authority to sign documents on behalf of the  Corporation
the  effect of which shall be legally binding upon the Corporation.  During
the  absence  or disability of the Chairman of the Board of Directors,  the
Chief  Executive Officer shall preside at meetings of the stockholders  and
of  the  Board  of  Directors.  During the absence  or  disability  of  the
President,  the Chief Executive Officer shall exercise all the  powers  and
discharge all the duties of the President.

     Section 5.     President.  The President shall, subject to the control
of  the  Board  of Directors and the Chief Executive Officer, have  general
supervision  of  the  business of the Corporation and shall  see  that  all
orders  and resolutions of the Board of Directors are carried into  effect.
He  shall execute all bonds, mortgages, contracts and other instruments  of
the Corporation requiring a seal, under the seal of the Corporation, except
where required or permitted by law to be otherwise signed and executed  and
except  that  the  other officers of the Corporation may sign  and  execute
documents  when so authorized by these By-Laws, the Board of  Directors  or
the  Chief  Executive Officer.  In the absence or disability of  the  Chief
Executive  Officer,  the President shall preside at  all  meetings  of  the
stockholders and the Board of Directors.  The President shall also  perform
such  other duties and may exercise such other powers as from time to  time
may  be assigned to him by these By-Laws, the Board of Directors or by  the
Chief Executive Officer.

     Section  6.     Chief Operating Officer.  The Chief Operating  Officer
shall  answer directly to the President and shall perform any and all  acts
under  the direction and supervision of the President as the President  may
require  in  connection with the execution of the general business  of  the
Corporation.

     Section 7.      Vice Presidents.  At the request of the President  and
Chief  Operating Officer or in his absence or in the event of his inability
or  refusal to act (and if there be no Chief Executive Officer),  the  Vice
President  or the Vice Presidents if there is more than one (in  the  order
designated  by  the  Board of Directors) shall perform the  duties  of  the
President  and Chief Operating Officer, and when so acting shall  have  all
the powers of and be subject to all the restrictions upon the President and
Chief Operating Officer.

     Section 8.     Secretary.  The Secretary shall attend all meetings  of
the  Board of Directors and all meetings of stockholders and record all the
proceedings  thereat in a book or books to be kept for  that  purpose;  the
Secretary  shall also perform like duties for the standing committees  when

                                      26

required.  The  Secretary 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 Chief Executive Officer or the President and Chief
Operating  Officer, under whose supervision he shall be.  If the  Secretary
shall be unable or shall refuse to cause to be given notice of all meetings
of  the stockholders and special meetings of the Board of Directors, and if
there be no Assistant Secretary, then either the  Board of Directors or the
President may choose another officer to cause such notice to be given.  The
Secretary shall have  custody of  the  seal of  the  Corporation,  and  the
Secretary or any Assistant Secretary, if there be one, shall have authority
to  affix  the same to any instrument requiring it and when so affixed,  it
may be  attested by the  signature of the  Secretary or by the signature of
any 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.   The  Secretary  shall  see  that
all  books,  reports,  statements,  certificates and  other  documents  and
records required by law to be kept or filed are properly kept or filed,  as
the case may be.

     Section 9.     Treasurer.  The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and  shall
deposit all moneys and other valuable effects in the name and to the credit
of  the Corporation in such depositories as may be designated by the  Board
of Directors.  The Treasurer shall disburse the funds of the Corporation as
may  be ordered by the Board of Directors, taking proper vouchers for  such
disbursements,  and  shall  render  to  the  President  and  the  Board  of
Directors,  at  its  regular meetings, or when the Board  of  Directors  so
requires,  an  account  of all his transactions as  Treasurer  and  of  the
financial  condition  of  the Corporation.  If required  by  the  Board  of
Directors, the Treasurer 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.

     Section  10.     Assistant Secretaries.  Except as  may  be  otherwise
provided  in these By-Laws, Assistant Secretaries, if there be  any,  shall
perform  such  duties  and have such powers as from time  to  time  may  be
assigned  to  them by the Board of Directors, the Chief Executive  Officer,
the President and Chief Operating Officer, any Vice President, if there  be
one,  or the Secretary, and in the absence of the Secretary or in the event
of  his  disability  or refusal to act, shall perform  the  duties  of  the
Secretary, and when so acting, shall have all the powers of and be  subject
to all the restrictions upon the Secretary.

     Section  11.    Assistant Treasurers.  Assistant Treasurers, if  there
be any, shall perform such duties and have such powers as from time to time
may  be  assigned  to them by the Board of Directors, the  Chief  Executive
Officer, the President and Chief Operating Officer, any Vice President,  if
there  be one, or the Treasurer, and in the absence of the Treasurer or  in
the event of his disability or refusal to act, shall perform the duties  of
the  Treasurer,  and when so acting, shall have all the powers  of  and  be
subject  to  all the restrictions upon the Treasurer.  If required  by  the

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Board  of  Directors, an Assistant Treasurer 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.

     Section  12.    Other Officers.  Such other officers as the  Board  of
Directors  or President may choose shall perform such duties and have  such
powers  as  from  time  to time may be assigned  to  them.   The  Board  of
Directors may delegate to any other officer of the Corporation the power to
choose  such  other officers and to prescribe their respective  duties  and
powers.

                           ARTICLE V
                             STOCK

     Section  1.      Form of Certificates.  Every holder of stock  in  the
Corporation shall be entitled to have a certificate signed, in the name  of
the  Corporation  (i) by the Senior Chairman or Chairman of  the  Board  of
Directors,  by  the  Chief Executive Officer, by the  President  and  Chief
Operating Officer, or by a Vice President and (ii) 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.

     Section  2.      Signatures.   Any or all of  the  signatures  on  the
certificate  may  be a 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 Certificates.  The Board of Directors may direct a
new certificate to be issued in place of any certificate 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, 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 his legal  representative,  to
advertise  the same in such manner as the Board of Directors 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.

     Section   4.      Transfers.   Stock  of  the  Corporation  shall   be
transferable  in  the  manner  prescribed by  law  and  in  these  By-Laws.
Transfers  of stock shall be made on the books of the Corporation  only  by
the person named in the certificate or by his attorney lawfully constituted
in  writing and upon the surrender of the certificate therefor, which shall
be canceled before a new certificate shall be issued.


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     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 entitled 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 days nor less than ten days before the date of such meeting, nor
more  than  sixty  days  prior  to any other action.   A  determination  of
stockholders  of record entitled to notice of or to vote at  a  meeting  of
stockholders  shall  apply  to any adjournment of  the  meeting;  provided,
however,  that  the Board of Directors may fix a new record  date  for  the
adjourned meeting.
     
     Section  6.     Beneficial Owners.  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 law.

                           ARTICLE VI
                            NOTICES

     Section  1.     Notices.  Whenever written notice is required by  law,
the  Certificate  of Incorporation or these By-Laws, to  be  given  to  any
director, member of a committee or stockholder, such notice may be given by
mail, addressed to such director, member of a committee 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. Written notice
may also be given personally or by telegram, telex or cable.

     Section 2.     Waivers of Notice.  Whenever any notice is required  by
law, the Certificate of Incorporation or these By-Laws, to be given to  any
director,  member  of  a  committee or stockholder,  a  waiver  thereof  in
writing,  signed by the person or persons entitled to said notice,  whether
before  or  after  the  time  stated therein, shall  be  deemed  equivalent
thereto.

                          ARTICLE VII
                       GENERAL PROVISIONS

     Section   1.       Dividends.   Dividends  upon  the  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,  and  may  be  paid in cash, in property,  or  in  shares  of  the
Corporation's  stock.  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  Board of Directors from time to time,  in  its  absolute
discretion, deems 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 any proper purpose, and the Board of Directors may
modify or abolish any such reserve.

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     Section  2.      Disbursements.  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 3.     Fiscal Year.  The fiscal year of the Corporation  shall
end on the Saturday nearest the 30th day of September of each year.

     Section  4.      Corporate  Seal.   The  corporate  seal  shall   have
inscribed thereon the name of the Corporation, the year of its organization
and  the  words 'Corporate Seal, Delaware.' The seal may be used by causing
it  or  a  facsimile thereof to be impressed or affixed  or  reproduced  or
otherwise.
                          ARTICLE VIII
                        INDEMNIFICATION

     Section 1.     Indemnification Rights.  Every person who was or  is  a
party  or is threatened to be made a party to or is involved in any action,
suit,   or   proceedings,  whether  civil,  criminal,  administrative,   or
investigative,  by  reason of the fact that he is  or  was  a  director  or
officer  of  the  Corporation or is or was serving at the  request  of  the
Corporation  as  a director or officer of another corporation,  or  as  its
representative in a partnership, joint venture, trust, or other enterprise,
shall  be  indemnified  and  held harmless to the  fullest  extent  legally
permissible  under and pursuant to any procedure specified in  the  General
Corporation  Law of the State of Delaware, as amended from  time  to  time,
against  all expenses, liabilities, and losses (including attorney's  fees,
judgments,  fines, and amounts paid or to be paid in settlement) reasonably
incurred  or  suffered  by  him in connection  therewith.   Such  right  of
indemnification  shall  be a contract right that may  be  enforced  in  any
lawful  manner by such person.  Such right of indemnification shall not  be
exclusive of any other right which such directors or officers may  have  or
hereafter  acquire and, without limiting the generality of such  statement,
they  shall be entitled to their respective rights of indemnification under
any  agreement,  vote of stockholders, provision of law, or  otherwise,  as
well as their rights under this paragraph.

     Section  2.      Insurance.   The Board of  Directors  may  cause  the
Corporation to purchase and maintain insurance on behalf of any person  who
is or was a director or officer of the Corporation, or is or was serving at
the  request  of  the  Corporation  as a director  or  officer  of  another
corporation,  or  as  its representative in a partnership,  joint  venture,
trust,  or  other  enterprise against any liability asserted  against  such
person  and  incurred in any such capacity or arising out of  such  status,
whether  or  not  the Corporation would have the power  to  indemnify  such
person.
     Section  3.     Advance Payment of Expenses.  Expenses incurred  by  a
director  or  officer of the Corporation in defending a civil  or  criminal
action,  suit  or proceeding by reason of the fact that  he  is  or  was  a
director or officer of the Corporation (or was serving at the Corporation's
request  as  a  director  or  officer of another  corporation,  or  as  its
representative in a partnership, joint venture, trust or other  enterprise)
shall  be  paid  by the Corporation in advance of the final disposition  of
such  action, suit or proceeding upon receipt of an undertaking  by  or  on
behalf  of  such  person  to repay such amount if it  shall  ultimately  be
determined that he is not entitled to be indemnified by the Corporation  as
authorized by relevant sections of the General Corporation Law of Delaware.

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                           ARTICLE IX
                           AMENDMENTS

     Subject  to  provisions contained in the Certificate of  Incorporation
pertaining to amendment of the Corporation's By-Laws, these By-Laws may  be
altered,  amended or repealed, in whole or in part, or new By-Laws  may  be
adopted by the stockholders of the Corporation.  The Board of Directors  by
a unanimous vote of the whole Board at any meeting may amend these By-laws,
including By-laws adopted by the stockholders.


     APPROVED this 14th day of January, 2000.



                        _________________________________________
                        Chairman of the Board of Directors


Attest:


_______________________
Secretary






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