8-K

	
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, DC 20549

                            FORM 8-K

                         CURRENT REPORT




	PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
  



Date of Report (Date of earliest event reported): November 12,1997


                     NOODLE KIDOODLE, INC.
    (Exact name of registrant as specified in its charter)


                Commission File No. 01-06083


            Delaware                         11-1771705
(State or other jurisdiction of     (IRS Employer Identification
 incorporation or organization)                 Number)


  6801 Jericho Turnpike, Suite 100, Syosset, NY 11791-4427
          (Address of principal executive offices)
                         (Zip Code)



                       (516) 677-0500
    (Registrant's telephone number, including area code)


           105 Price Parkway, Farmingdale, NY 11735
                (Registrant's Former Address)




                      NOODLE KIDOODLE INC.

                            FORM 8-K

                         CURRENT REPORT

                       TABLE OF CONTENTS

	
Item 5.  Other Event

Item 7.  Exhibit

Signature	



ITEM 5.  Other Event

	On November 12, 1997, the Board of Directors voted unanimously to 
amend and restate the by-laws of Noodle Kidoodle, Inc.


ITEM 7.  Exhibit

  3.1	Amended and Restated By-laws of Noodle Kidoodle, Inc.




                           SIGNATURE


  Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned hereunto duly authorized.



                                     NOODLE KIDOODLE, INC.



Date:  November 21, 1997            /S/ Kenneth S. Betuker
                                     Kenneth S. Betuker
                                     Vice President
                                     Chief Financial Officer         
                                     Secretary


 

 

EX-99

                          Exhibit 3.1


                       AMENDED AND RESTATED

                             BY-LAWS

                                OF

                      NOODLE KIDOODLE, INC.

                     (A Delaware Corporation)

                            ARTICLE I

                           Stockholders

          Section 1.	Place of Meetings.  Meetings of stockholders shall be held 
at such place, either within or without the State of Delaware, as shall be 
designated from time to time by the Board of Directors.
          Section 2.	Annual Meetings.  The annual meeting of stockholders shall 
be held at 10:00 o'clock A.M. on the first Tuesday in July in each year, or at 
such other time as the Board of Directors, in its discretion, may determine, 
which time and date may subsequently be changed at any time, subject to the 
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act"),  by vote of the Board of Directors.  If no annual meeting has been held 
for a period of thirteen months after the Corporation's last annual meeting of 
stockholders, a special meeting in lieu thereof may be held if called as 
provided in these By-laws, and such special meeting shall have, for the  
purposes of these By-Laws or otherwise, all the force and effect of an annual 
meeting.
          Section 3.	Matters to be Considered at Annual Meetings.  At any annu- 
al meeting of stockholders or any special meeting in lieu of the annual meeting 
of stockholders (the "Annual Meeting"), only such business shall be conducted, 
and only such proposals shall be acted upon as shall have been properly brought 
before such Annual Meeting.  To be considered as properly brought before an 
Annual Meeting, business must be:  (a) specified in the notice of meeting, (b) 
otherwise properly brought before the meeting by, or at the direction of, the 
Board of Directors, or (c) otherwise properly brought before the meeting by any 
holder of record (both as of the time notice of such proposal is given by the 
stockholder as set forth below and as of the record date for the Annual Meeting 
in question) of any shares of capital stock of the Corporation entitled to vote 
on such business at such Annual Meeting (each a "Record Holder") and who 
complies with the requirements set forth in this Section 3.
          In addition to any other applicable requirements, for business to    
be properly brought before an Annual Meeting by a Record Holder, such Record 
Holder shall:  (i) give timely notice as required by this Section 3 to the 
Secretary of the Corporation, and (ii) be present at such meeting, either in 
person or by a representative.  A Record Holder's notice shall be timely if 
delivered to, or mailed to and received by, the Corporation at its principal 
executive office not less than 75 days nor more than 120 days prior to the 
anniversary date of the immediately preceding Annual Meeting (the "Anniversary 
Date"); provided, however, that in the event the Annual Meeting is scheduled to 
be held on a date more than 30 days before the Anniversary Date or more than 60 
days after the Anniversary Date, a stockholder's notice shall be timely if 
delivered to, or mailed to and received by, the Corporation at its principal 
executive office not later than the close of business on the later of (A) the 
75th day prior to the scheduled date of such Annual Meeting, or (B) the 15th  
day following the day on which public announcement of the date of such Annual 
Meeting is first made by the Corporation.
          For purposes of these By-laws, "public announcement" shall mean:  (i) 
disclosure in a press release reported by the Dow Jones News Service,  
Associated Press or comparable national news service, (ii) a report or other 
document filed publicly with the Securities and Exchange Commission (including, 
without limitation, a Form 8-K), or (iii) a letter or report sent to Record 
Holders of the Corporation at the close of business on the day of the mailing  
of such letter or report.
          A Record Holder's notice to the Secretary shall set forth as to each 
matter proposed to be brought before an Annual Meeting:  (i) a brief  
description of the business the Record Holder desires to bring before such 
Annual Meeting and the reasons for conducting such business at such Annual 
Meeting, (ii) the name and address, as they appear on the Corporation's stock 
transfer books, of the Record Holder proposing such business, (iii) the class 
and number of shares of the Corporation's capital stock beneficially owned by 
the Record Holder proposing such business, (iv) the names and addresses of the 
beneficial owners, if any, of any capital stock of the Corporation registered  
in such Record Holder's name on such books, and the class and number of shares 
of the Corporation's capital stock beneficially owned by such beneficial  
owners, (v) the names and addresses of other Record Holders known by the Record 
Holder proposing such business to support such proposal, and the class and 
number of shares of the Corporation's capital stock beneficially owned by such 
other Record Holders, and (vi) any material interest of the Record Holder 
proposing to bring such business before such meeting (or any other Record 
Holders known to be supporting such proposal) in such proposal.
          If the Board of Directors or a designated committee thereof deter-
mines that any Record Holder proposal was not made in a timely fashion in 
accordance with the provisions of this Section 3 or that the information 
provided in a Record Holder's notice does not satisfy the information 
requirements of this Section 3 in any material respect, such proposal shall not 
be presented for action at the Annual Meeting in question.  If neither the  
Board of Directors  nor such committee makes a determination as to the validity 
of any Record  Holder proposal. notice of which is given to the Secretary in  
the manner set forth in this Section 3, the presiding officer of the Annual 
Meeting shall determine whether the Record Holder proposal was made in 
accordance with the terms of this Section 3.  If the presiding officer 
determines that any Record Holder proposal was not made in a timely fashion in 
accordance with the provisions of this Section 3 or that the information 
provided in a Record Holder's notice does not satisfy the information 
requirements of this Section 3 in any material respect, such proposal shall not 
be presented for action at the Annual Meeting in question.  If the Board of 
Directors, a designated committee thereof or the presiding officer determines 
that a Record Holder proposal was made in accordance with the requirements of 
this Section 3, the presiding officer shall so declare at the Annual Meeting  
and ballots shall be provided  for use at the meeting with respect to such 
proposal.
          Notwithstanding the foregoing provisions of this By-Law, a Record 
Holder shall also comply with all applicable requirements of the Exchange Act, 
and the rules and regulations thereunder with respect to the matters set forth 
in this By-Law, and nothing in this By-Law shall be deemed to affect any rights 
of stockholders to request inclusion of proposals in the Corporation's proxy 
statement, or the Corporation's right to refuse inclusion thereof, pursuant to 
Rule 14a-8 under the Exchange Act.
          Section 4.	Special Meetings.  Except as otherwise required by law and 
subject to the rights, if any, of the holders of any one or more series of 
preferred stock, special meetings of the stockholders of the Corporation may   
be called only by the Chairman of the Board, the President of the Corporation, 
the Vice Chairman of the Board or the Board of Directors pursuant to a 
resolution approved by the affirmative vote of a majority of the Directors then 
in office.
          Section 5.	Matters to be Considered at Special Meetings.  Only those 
matters set forth in the notice of the special meeting may be considered or 
acted upon at a special meeting of stockholders of the Corporation, unless 
otherwise provided by law.
          Section 6.	Notice of Meetings; Adjournments.  A written notice of all 
Annual Meetings stating the hour, date and place of such Annual Meetings shall 
be given by the Secretary (or other person authorized by these By-Laws or by 
law) not less than 10 days nor more than 60 days before the Annual Meeting, to 
each stockholder entitled to vote thereat and to each stockholder who, by law  
or under the Certificate of Incorporation of the Corporation or under these By-
Laws, is entitled to such notice, by delivering such notice to him or her or by 
mailing it, postage prepaid, addressed to such stockholder at the address of 
such stockholder as it appears on the Corporation's stock transfer books.  Such 
notice shall be deemed to be delivered when hand delivered to such address or 
deposited in the mail so addressed, with postage prepaid.
          Notice of all special meetings of stockholders shall be given in the 
same manner as provided for Annual Meetings, except that the written notice of 
all special meetings shall state in general terms the purpose or purposes for 
which the meeting has been called.
          Notice of an Annual Meeting or special meeting of stockholders need 
not be given to a stockholder if a written waiver of notice is signed before or 
after such meeting by such stockholder or if such stockholder attends such 
meeting, unless such attendance was for the express purpose of objecting at the 
beginning of the meeting to the transaction of any business because the meeting 
was not lawfully called or convened.  Neither the business to be transacted at, 
nor the purpose of, any Annual Meeting or special meeting of stockholders need 
be specified in any written waiver of notice.
          The Board of Directors may postpone and reschedule any previously 
scheduled Annual Meeting or special meeting of stockholders and any record date 
with respect thereto, regardless of whether any notice or public disclosure  
with respect to any such meeting has been sent or made pursuant to Section 3 of 
this Article I or Section 3 of Article II of these By-laws or otherwise.  In no 
event shall the public announcement of an adjournment, postponement or 
rescheduling of any previously scheduled meeting of stockholders commence a new 
time period for the giving of a stockholder's notice under Section 3 of this 
Article I or Section 3 of Article II of these By-laws.
          When any meeting is convened, the presiding officer may adjourn the 
meeting if (a) no quorum is present for the transaction of business, (b) the 
Board of Directors determines that adjournment is necessary or appropriate to 
enable the stockholders to consider fully information which the Board of 
Directors determines has not been made sufficiently or timely available to 
stockholders, or (c) the Board of Directors determines that adjournment is 
otherwise in the best interests of the Corporation.  When any Annual Meeting or 
special meeting of stockholders is adjourned to another hour, date or place, 
notice need not be given of the adjourned meeting other than an announcement at 
the meeting at which the adjournment is taken of the hour, date and place to 
which the meeting is adjourned, provided, however, that if the adjournment is 
for more than 30 days, or if after the adjournment a new record date is fixed 
for the adjourned meeting, notice of the adjourned meeting shall be given to 
each stockholder of record entitled to vote thereat and each stockholder who,  
by law or under the Corporation's Certificate of Incorporation or these  By-
Laws, is entitled to such notice.
          Section 7.	Quorum; Adjournments of Meetings.  The holders of a major-
ity of the issued and outstanding shares of the capital stock of the Corpora-
tion entitled to vote at a meeting, present in person or represented by proxy, 
shall constitute a quorum for the transaction of business at such meeting; but, 
if there be less than a quorum, the holders of a majority of the stock so 
present or represented may adjourn the meeting to another time or place, from 
time to time, until a quorum shall be present, whereupon the meeting may be 
held, as adjourned, without further notice, except as required by law.
         Section 8. Voting and Proxies.  Stockholders shall have one vote for 
each share of stock entitled to vote owned by them of record according to the 
books of the Corporation, unless otherwise provided by law or by the  
Certificate of Incorporation.  Stockholders may vote either in person or by 
written proxy, but no proxy shall be voted or acted upon after three years from 
its date, unless the proxy provides for a longer period.  Proxies shall be  
filed with the Secretary of the meeting before being voted.  Except as other-
wise limited therein or as otherwise provided by law, proxies shall entitle the 
persons authorized thereby to vote at any adjournment of such meeting.  A proxy 
with respect to stock held in the name of two or more persons shall be valid if 
executed by or on behalf of any one of them unless at or prior to the exercise 
of the proxy the Corporation receives a specific written notice to the contrary 
from any one of them.  A proxy purporting to be executed by or on behalf of a 
stockholder shall be deemed valid, and the burden of proving invalidity shall 
rest on the challenger.
          Section 9.	Action at Meeting.  When a quorum is present, any matter 
before any meeting of stockholders shall be decided by the vote of a majority  
of the voting power of shares of voting stock, present in person or represented 
by proxy at such meeting and entitled to vote on such matter, except where a 
higher proportion of the voting power of shares of voting stock is required by 
law, by the Certificate of Incorporation or by these By-Laws.  Any election by 
stockholders shall be determined by a plurality of the votes cast, except where 
a higher proportion of the voting power of shares of voting stock is required  
by law, by the Certificate of Incorporation or by these By-Laws.  The 
Corporation shall not directly or indirectly vote any shares of its own stock; 
provided, however, that the Corporation may vote shares which it holds in a 
fiduciary capacity to the extent permitted by law.
          Section 10.	Stockholders' Action Without Meetings.  Any action 
that is required or permitted to be taken at any meeting of the stockholders  
may be taken without a meeting, without prior notice and without a vote, if a 
consent or consents in writing 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 and shall be delivered to the Corporation  
in accordance with the provisions of Section 228 of the General Corporation Law 
of the State of Delaware.  
          Section 11. Record Date.  The Board of Directors may fix a record  
date not more than sixty or less than ten days prior to the day of holding any 
meeting of stockholders as the day as of which stockholders entitled to notice 
of and to vote at such meeting shall be determined; and only stockholders of 
record on such day shall be entitled to notice of or to vote at such meeting.  
The Board of Directors may fix a record date not more than ten days after the 
date upon which the resolution fixing the record date is adopted by the Board  
of Directors, determining the stockholders entitled to consent to corporate 
action in writing without a meeting; and only stockholders of record on such  
day shall be entitled to so consent.
         Section 12.Presiding Officer.  The Chairman of the Board or, in his or 
her absence, the President shall preside at all meetings of the stockholders.  
In the absence of both the Chairman of the Board and the President, a majority 
of the members of the Board of Directors present in  person at such meeting may 
appoint any other officer or director to act as Chairman of the meeting.  The 
presiding officer shall have the power, among other things, to adjourn such 
meeting at any time and from time to time,  subject to Sections 6 and 7 of this 
Article I.  The order of business and all other matters of procedure at any 
meeting of the stockholders shall be determined by the presiding officer.

          Section 13. Secretary of Meetings.  The Secretary or an Assistant 
Secretary of the Corporation shall act as secretary of all meetings of the 
stockholders.  In the absence of the Secretary or an Assistant Secretary, the 
presiding officer shall appoint any other person to act as secretary of the 
meeting.
          Section 14. Voting Procedures and Inspectors of Elections.  The 
Corporation shall, in advance of, or at, any meeting of stockholders, appoint 
one or more inspectors to act at the meeting and make a written report thereof. 
 The Corporation may designate one or more persons as alternate inspectors to 
replace any inspector who fails to act.  If no inspector or alternate is able  
to act at a meeting of stockholders, the presiding officer shall appoint one or 
more inspectors to act at the meeting.  Any inspector may, but need not, be an 
officer, employee or agent of the Corporation.   No candidate for the office of 
director shall be appointed as an inspector at any meeting for the election of 
directors.  Each inspector, before entering upon the discharge of his or her 
duties, shall take and sign an oath faithfully to execute the duties of 
inspector with strict impartiality and according to the best of his or her 
ability.  The inspectors shall perform such duties as are required by the 
General Corporation Law of the State of Delaware, as amended from time to time, 
including the counting of all votes and ballots.  The inspectors may appoint or 
retain other persons or entities to assist the inspectors in the performance of 
the duties of the inspectors.  The presiding officer may review all 
determinations made by the inspector(s), and in so doing the presiding officer 
shall be entitled to exercise his or her sole judgment and discretion and he or 
she shall not be bound by any determinations made by the inspector(s).  All 
determinations by the inspector(s) and, if applicable, the presiding officer 
shall be subject to further review by any court of competent jurisdiction.


                            ARTICLE II

                        Board of Directors

          Section 1.	Powers.  The business and affairs of the Corporation shall 
be managed by or under the direction of the Board of Directors except as 
otherwise provided by the Certificate of Incorporation or required by law.
          Section 2.	Number and Terms.  Subject to such number of Directors, if 
any, who may be elected by the holders of any series of preferred stock, as 
provided in, or pursuant to, the Certificate of Incorporation, the Board of 
Directors shall consist of eight (8) members which, as provided in the 
certificate of incorporation shall be divided into three classes.  Class 1  
shall consist of three (3) directors, Class 2 shall consist of three (3) 
directors, and Class 3 shall consist of two (2) directors.  At each annual 
meeting directors to replace those whose terms expire at such annual meeting 
shall be elected to hold office until the third succeeding annual meeting and 
until their successors are duly elected and qualified or until their earlier 
death, disqualification, resignation or removal. 
          Section 3.	Director Nominations.  Nominations of candidates for 
election as Directors of the Corporation at any Annual Meeting may be made only 
(a) by, or at the direction of, the Board of Directors or (b) by any Record 
Holder (both as of the time notice of such nomination is given by the 
stockholder as set forth below and as of the record date for the Annual Meeting 
in question) who complies with the timing, informational and other requirements 
set forth in this Section 3.  Any stockholder who seeks to make such a 
nomination or his or her representative must be present in person at the Annual 
Meeting.  Only persons nominated in accordance with the procedures set forth in 
this Section 3 shall be eligible for election as Directors at an Annual  
Meeting.

          Nominations, other than those made by, or at the direction of, the 
Board of Directors, shall be made pursuant to timely notice in writing to the 
Secretary of the Corporation as set forth in this Section 3.  A Record Holder's 
notice shall be timely if delivered to, or mailed to and received by, the 
Corporation at its principal executive office not less than 75 days nor more 
than 120 days prior to the Anniversary Date; provided, however, that in the 
event the Annual Meeting is scheduled to be held on a date more than 30 days 
before the Anniversary Date or more than 60 days after the Anniversary Date, a 
Record Holder's notice shall be timely if delivered to, or mailed and received 
by, the Corporation at its principal executive office not later than the    
close of business on the later of (i) the 75th day prior to the scheduled date 
of such Annual Meeting or (ii) the 15th day following the day on which public 
announcement of the date of such Annual Meeting is first made by the 
Corporation.
          A Record Holder's notice to the Secretary shall set forth as to each 
person whom the Record Holder proposes to nominate for election or re-election 
as a Director: (i) the name, age, business address and residence address of  
such person, (ii) the principal occupation or employment of such person, (iii) 
the class and number of shares of the Corporation's capital stock which are 
beneficially owned by such person on the date of such Record Holder notice,  
(iv) the consent of each nominee to serve as a Director if elected, and (v)  
such information concerning such person as is required to be disclosed 
concerning a nominee for election as Director of the Corporation pursuant to  
the rules and regulations under the Exchange Act.  A Record Holder's notice to 
the Secretary shall further set forth as to the Record Holder giving such 
notice:  (i) the name and address, as they appear on the Corporation's stock 
transfer books, of such Record Holder and of the beneficial owners (if any) of 
the Corporation's capital stock registered in such Record Holder's name and the 
name and address of other Record Holders known by such Record Holder to be 
supporting such nominee(s), (ii) the class and number of shares of the 
Corporation's capital stock which are held of record, beneficially owned or 
represented by proxy by such Record Holder and by any other Record Holders  
known by such Record Holder to be supporting such nominee(s) on the date of  
such Record Holder's notice, and (iii) a description of all arrangements or 
understandings between such Record Holder and each nominee and any other person 
or persons (naming such person or persons) pursuant to which the nomination or 
nominations are to be made by such Record Holder or in connection therewith.
          If the Board of Directors or a designated committee thereof determ-
ines that any stockholder nomination was not timely made in accordance with the 
terms of this Section 3 or that the information provided in a stockholder's 
notice does not satisfy the informational requirements of this Section 3 in any 
material respect, then such nomination shall not be considered at the Annual 
Meeting in question.  If neither the Board of Directors nor such committee  
makes a determination as to whether a nomination was made in accordance with  
the provisions of this Section 3, the presiding officer of the Annual Meeting 
shall determine whether a nomination was made in accordance with such 
provisions.  If the presiding officer determines that any stockholder nomina-
tion was not timely made in accordance with the terms of this Section 3 or that 
the information provided in a stockholder's notice does not satisfy the 
informational requirements of this Section 3 in any material respect, then such 
nomination shall not be considered at the Annual Meeting in question.  If the 
Board of Directors, a designated committee thereof or the presiding officer 
determines that a nomination was made in accordance with the terms of this 
Section 3, the presiding officer shall so declare at the Annual Meeting and  
such nominee shall be eligible for election at the meeting.
          No person shall be elected by the stockholders as a Director of the 
Corporation unless nominated in accordance with the procedures set forth in  
this Section 3.  Election of Directors at the Annual Meeting need not be by 
written ballot, unless otherwise provided by the Board of Directors or the 
presiding officer at such Annual Meeting.  If written ballots are to be used, 
ballots bearing the names of all the persons who have been nominated for 
election as Directors at the Annual Meeting in accordance with the procedures 
set forth in this Section shall be provided for use at the Annual Meeting.
          Section 4.	Qualification.  No Director need be a stockholder of the 
Corporation.
          Section 5.	Vacancies.  Subject to the rights of the holders of any   
one or more series of preferred stock to elect Directors, any and all vacancies 
occurring on the Board of Directors, including, without limitation, any vacancy 
created by reason of an increase in the number of Directors, or resulting from 
death, resignation, disqualification, removal or other causes, may be filled by 
the affirmative vote of a majority of the remaining Directors then in office, 
even if such remaining Directors constitute less than a quorum of the Board of 
Directors, or if such vacancy is not so filled by the remaining Directors, by 
the stockholders of the Corporation.  Any Director appointed or elected in 
accordance with the preceding sentence shall hold office for the remainder of 
the full term of the class of Directors in which the new directorship was 
created or the vacancy occurred and until such Director's successor shall have 
been duly elected and qualified or until his or her earlier death, 
disqualification, resignation or removal.  No decrease in the number of 
Directors shall shorten the term of any incumbent Director unless such Director 
is removed as permitted in the Certificate of Incorporation.  In the event of a 
vacancy in the Board of Directors, the remaining Directors, except as otherwise 
provided by law, may exercise the powers of the full Board of Directors until 
the vacancy is filled.
          Section 6.	First Meeting.  The first meeting of each newly elected 
Board of Directors, of which no notice shall be necessary, shall be held 
immediately following the Annual Meeting or any adjournment thereof at the  
place the Annual Meeting was held at which such directors were elected, or at 
such other place as a majority of the members of the newly elected Board who  
are then present shall determine, for the election or appointment of officers 
for the ensuing year and the transaction of such other business as may be 
brought before such meeting. 
          Section 7.	Resignation.  A Director may resign at any time by giving 
written notice to the Chairman of the Board, the President or the Secretary.  A 
resignation shall be effective upon receipt, unless the resignation otherwise 
provides.  Acceptance of a resignation by the remaining members of the Board of 
Directors is not required for the resignation to become effective.
          Section 8.	Regular Meetings.  Regular meetings of the Board of 
Directors, other than the first meeting, may be held without notice at such 
times and places as the Board of Directors may from time to time determine.
          Section 9.	Special Meetings.  Special meetings of the Board of 
Directors may be called by order of the Chairman of the Board, the President or 
any two directors.  The person or persons calling any such special meeting of 
the Board of Directors may fix the hour, date and place thereof.  Except as 
otherwise specified in the notice thereof, or as required by statute, the 
Certificate of Incorporation or these By-Laws, any and all business may be 
transacted at any special meeting.
           Section 10. Notice of Meetings.  Notice of the hour, date and place 
of each special meeting of the Board of Directors or its committees, if any, 
shall be given to each Director, or each Director who is a member of the 
committee being called to meet, by the Secretary or the person or persons 
calling the meeting.  Notice of each special meeting of the Board of Directors 
or its committees, if any, shall be given to each Director, or each Director  
who is a member of the committee being called to meet, in person, by telephone, 
or by telex, telecopy, telegram, or other written form of electronic 
communication, sent to his or her business or home address (with receipt of  
such electronic communication confirmed by telephone), at least 24 hours in 
advance of the meeting, or by written notice sent by next-day delivery courier 
service to his or her business or home address, at least 48 hours in advance of 
the meeting.  Such notice shall be deemed to be delivered when hand delivered  
to such address, read to such Director by telephone, deposited in the mail so 
addressed, with postage thereon prepaid if mailed, dispatched or transmitted if 
telexed or telecopied, or when delivered to the telegraph company if sent by 
telegram.
          When any Board of Directors meeting, either regular or special, is 
adjourned for 30 days or more, notice of the adjourned meeting shall be given  
as in the case of an original meeting.  It shall not be necessary to give any 
notice of the hour, date or place of any meeting adjourned for less than 30  
days or of the business to be transacted thereat, other than an announcement at 
the meeting at which such adjournment is taken of the hour, date and place to 
which the meeting is adjourned.
          A written waiver of notice signed before or after a meeting by a 
Director and filed with the records of the meeting shall be deemed to be 
equivalent to notice of the meeting.  The attendance of a Director at a meeting 
shall constitute a waiver of notice of such meeting, except where a Director 
attends a meeting for the express purpose of objecting at the beginning of the 
meeting to the transaction of any business because such meeting is not lawfully 
called or convened.  Except as otherwise required by law, by the Certificate of 
Incorporation or by these By-Laws, neither the business to be transacted at,  
nor the purpose of, any meeting of the Board of Directors need be specified in 
the notice or waiver of notice of such meeting.
          Section 11. Quorum.  At any meeting of the Board of Directors, a 
majority of the Directors then in office (but in no event less than one-third  
of the total number of Directors) shall constitute a quorum for the transaction 
of business, but if less than a quorum is present at a meeting, a majority of 
the Directors present may adjourn the meeting from time to time, and the  
meeting may be held as adjourned without further notice, except as otherwise 
provided in Section 10 of this Article II.  Any business which might have been 
transacted at the meeting as originally noticed may be transacted at such 
adjourned meeting at which a quorum is present.
          Section 12. Action at Meeting.  At any meeting of the Board of 
Directors at which a quorum is present, a majority of the Directors present may 
take any action on behalf of the Board of Directors, unless otherwise required 
by law, by the Certificate of Incorporation or by these By-Laws.
         Section 13. Action by Consent.  Any action required or permitted to be 
taken at any meeting of the Board of Directors may be taken without a meeting  
if all members of the Board of Directors consent thereto in writing.  Such 
written consent shall be filed with the records of the meetings of the Board of 
Directors and shall be treated for all purposes as a vote at a meeting of the 
Board of Directors.
          Section 14. Manner of Participation.  Directors may participate in 
meetings of the Board of Directors by means of conference telephone or similar 
communications equipment by means of which all Directors participating in the 
meeting can hear each other, and participation in a meeting in accordance 
herewith shall constitute presence in person at such meeting for purposes of 
these By-Laws. 
          Section 15. Organization.  Every meeting of the Board of Directors 
shall be presided over by the Chairman of the Board, or, in his or her absence, 
the President.  In the absence of the Chairman of the Board and the President,  
a presiding officer shall be chosen by a majority of the directors present.   
The Secretary of the Corporation shall act as secretary of the meeting, or the 
presiding officer may appoint any person to act as secretary of the meeting.
          Section 16. Executive and Other Committees.  The Board of Directors  
by resolution adopted by a majority of the entire Board, may desig-nate from 
among its members three or more directors to constitute an Executive Committee, 
who shall serve during the pleasure of the Board of Directors.  Except as 
otherwise provided by law, by these by-laws, or by resolution adopted by a 
majority of the entire Board of Directors, the Executive Committee shall  
possess and may exercise during the intervals between the meetings of the 
directors all of the powers of the Board of Directors in the management of the 
business affairs and property of the Corporation, including, without limita-
tion, the power to cause the seal of the Corporation to be affixed to all  
papers that may require it.
          The Executive Committee may choose its own Chairman and its Secretary 
and may adopt rules for its procedure.  The Executive Committee shall keep a 
record of its acts and proceedings and report the same from time to time to the 
Board of Directors.
          Meetings of the Executive Committee may be called by the Chairman of 
the Committee and shall be called by him or her at the request of any member of 
the Executive Committee; if there shall be no chairman, meetings may be called 
by any member of the Executive Committee.  Notice of each meeting of the 
Executive Committee shall be sent to each member of the Executive Committee 
according to the procedure set forth in Section 10 of this Article II. 

          A majority of the Executive Committee shall constitute a quorum for 
the transaction of business, and the act of a majority of those present at the 
meeting at which a quorum is present shall be the act of the Executive 
Committee.

          Any member of the Executive Committee may be removed, with or without 
cause, at any time, by the Board of Directors.

           Any vacancy in the Executive Committee shall be filled by the Board 
of Directors.

          The Board of Directors may, by resolution adopted by a majority of  
the entire Board, provide for such other standing or special committees as it 
deems desirable and discontinue the same at its pleasure.  Each committee shall 
have such powers and perform such duties, not inconsistent with law, as may be 
assigned to it by the Board of Directors.

                           ARTICLE III

                           Officers

         Section 1.	General.  The Board of Directors shall elect the officers  
of the Corporation, which shall include a Chairman of the Board, a President, a 
Secretary and a Treasurer and such other or additional officers (including, 
without limitation, one or more Vice-Chairmen of the Board, Vice-Presidents, 
Assistant Vice-Presidents, Assistant Secretaries and Assistant Treasurers) as 
the Board of Directors may designate.
           Section 2. Qualification.  No officer need be a stockholder or a 
Director.  Any person may occupy more than one office of the Corporation at any 
time.  Any officer may be required by the Board of Directors to give bond for 
the faithful performance of his or her duties in such amount and with such 
sureties as the Board of Directors may determine.
           Section 3. Tenure.  Except as otherwise provided by the Certificate 
of Incorporation or by these By-Laws, each of the officers of the Corporation  
shall hold office until his or her successor is elected and qualified or until 
his or her earlier death, disqualification, resignation or removal.
          Section 4.	Resignation.  Any officer may resign by delivering his or 
her written resignation to the Corporation addressed to the President or the 
Secretary, and such resignation shall be effective upon receipt unless it is 
specified to be effective at some other time or upon the happening of some  
other event.
          Section 5. Removal.  Except as otherwise provided by law, the Board  
of Directors may remove any officer with or without cause by the affirmative 
vote of a majority of the Directors then in office.
          Section 6. Absence or Disability.  In the event of the absence or 
disability of any officer, the Board of Directors may designate another   
officer to act temporarily in place of such absent or disabled officer.
          Section 7.	Vacancies.  Any vacancy in any office may be filled for   
the unexpired portion of the term by the Board of Directors.
          Section 8.	Powers and Duties.  Each of the officers of the Corpora- 
tion including, but not limited to the Chairman of the Board shall, unless 
otherwise ordered by the Board of Directors, have such powers and duties as 
generally pertain to his or her respective office as well as such powers and 
duties as from time to time may be conferred upon him or her by the Board of 
Directors.  Unless otherwise ordered by the Board of Directors after the 
adoption of these By-Laws, the Chairman of the Board, or, when the office of 
Chairman of the  Board is vacant, the President, shall be the chief executive 
officer of the Corporation. 

                            ARTICLE IV

                           Capital Stock


          Section 1. Certificates of Stock.  Certificates for stock of the 
Corporation shall be in such form as the Board of Directors may from time to 
time prescribe and shall be signed by the Chairman of the Board or a Vice 
Chairman of the Board or the President or a Vice-President and by the Treasurer 
or an Assistant Treasurer or the Secretary or an Assistant Secretary.  The 
corporate seal and the signatures by Corporation officers, the transfer agent  
or the registrar may be facsimiles.  In case any officer, transfer agent or 
registrar who has signed or whose facsimile signature has been placed on such 
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 or she were such officer, transfer agent or registrar at 
the time of its issue.  Every certificate for shares of stock which are subject 
to any restriction on transfer and every certificate issued when the Corpora-
tion is authorized to issue more than one class or series of stock shall con-
tain such legend with respect thereto as is required by law.
          Section 2. Transfer of Stock.  Shares of capital stock of the 
Corporation shall be transferable on the books of the Corporation only by the 
holder of record thereof, in person or by duly authorized attorney, upon 
surrender and cancellation of certificates for a like number of shares, with an 
assignment or power of transfer endorsed thereon or delivered therewith, duly 
executed, and with such proof of the authenticity of the signature and of 
authority to transfer, and of payment of transfer taxes, as the Corporation or 
its agents may require.
          Section 3. Ownership of Stock.  Except as may otherwise be required  
by law, by the Certificate of Incorporation or by these By-Laws, the Corpora-
tion shall be entitled to treat the record holder of stock as shown on its books
   as the owner of such stock for all purposes, including the payment of 
dividends and the right to vote with respect thereto, regardless of any 
transfer, pledge or other disposition of such stock, until the shares have been 
transferred on the books of the Corporation in accordance with the requirements 
of these By-Laws.  The Corporation shall not be bound to recognize any equita-
ble or other claim to or interest in such shares on the part of any other 
person, whether or not it shall have express or other notice thereof, except as 
otherwise express-ly provided by law.

          Section 4. Record Date.  So 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 receive payments 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 a record 
date, which record date shall not precede the date upon which the resolution 
fixing the record date is adopted by the Board of Directors, and which record 
date:  (1) in the case of determination of stockholders entitled to vote at any 
meeting of stockholders, shall, unless otherwise required by law, not be more 
than sixty nor less than ten days before the date of such meeting, and (2) in 
the case of any other action, shall not be more than sixty days prior to such 
other action.  If no record date is fixed:  (1) the record date for determining 
stockholders entitled to notice of or to vote at a meeting of stockholders  
shall be at the close of business on the day next preceding the day on which  
the meeting is held, and (2) the record date for determining stockholders for 
any other purpose shall be at the close of business on the day on which the 
Board of Directors adopts the resolution relating thereto.

                            ARTICLE V

                         Indemnification

     All persons, including but not limited to each person who is or was a 
director or officer of the Corporation or of any of its wholly-owned 
subsidiaries, whom the Corporation is empowered to indemnify pursuant to the 
provisions of Section 145 of the General Corporation Law of the State of 
Delaware as currently in force or subsequently amended (but, in the case of any 
amendment of the General Corporation Law of the State of Delaware, only to the 
extent that such amendment permits the Corporation to provide broader 
indemnification rights than said law permitted the Corporation to provide prior 
to such amendment) shall be indemnified by the Corporation to the full extent 
permitted thereby.  The foregoing right of indemnification shall include, 
without limitation, indemnification for any such person who was or is a party  
or is threatened to be made a party to any threatened, pending or completed 
action, suit or proceeding, or was or is involved in any action, suit or 
proceeding, whether civil, criminal, administrative or investigative 
(hereinafter a "proceeding"), or, if not a party, if any such person is made to 
respond as a custodian of documents or in any manner related thereto, by reason 
of the fact that he or she is or was a director, officer, employee or agent of 
the Corporation or of any of its subsidiaries, or is or was at any time on or 
after such date serving, at the request of the Corporation, as a director, 
officer, employee or agent of any other corporation, partnership, joint ven-
ture, trust, employee benefit plan or other enterprise in any capacity against 
all expense, liability and loss (including, but not limited to, attorneys'  
fees, judgments, fines, excise taxes or penalties (with respect to any employee 
benefit plan or otherwise), and amounts paid or to be paid in settlement) 
incurred or suffered by such director or officer in connection with such 
proceeding.
     The foregoing right of indemnification shall not be deemed to be exclusive 
of any other such rights to which those seeking indemnification from the 
Corporation may be entitled, including, but not limited to, any rights of 
indemnification to which they may be entitled pursuant to any agreement, 
insurance policy, other by-law or charter provision, vote of stockholders or 
directors, or otherwise.  
     Subject to any provision of the Certificate of Incorporation or the law to 
the contrary, expenses incurred by a Director or Officer of the Corporation in 
any case in which he or she is entitled to be indemnified 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 Director or 
Officer to repay such amount if it shall ultimately be determined that he is  
not entitled to be indemnified by the Corporation.  Such expenses incurred by   
other employees or agents of the Corporation may be so paid upon such terms and 
conditions, if any, as the Board of Directors deems appropriate.
     No repeal or amendment of this Article V shall adversely affect any rights 
of any person pursuant to this Article V which existed at the time of such 
repeal or amendment with respect to acts or omissions occurring prior to such 
repeal or amendment. 
     For purposes of this Article V, the term "Corporation" shall include, in 
addition to the surviving corporation, any constituent corporation (including 
any constituent of a constituent) absorbed by the Corporation in a consolida-
tion or merger; as used herein, the term "other enterprise" shall include any 
corporation, partnership, limited liability company, joint venture, trust or 
employee benefit plan;service "at the request of the Corporation" shall include 
service as a Director, Officer or employee of the Corporation which imposes 
duties on, or involves service by, such Director, Officer or employee with 
respect to an employee benefit plan, its participants or beneficiaries; any 
excise taxes assessed on a person with respect to an employee benefit plan  
shall be deemed to be indemnifiable expenses; and action by a person with 
respect to any employee benefit plan which such person reasonably believes to  
be in the interest of the participants and beneficiaries of such plan shall be 
deemed to be action in or not opposed to the best interests of the Corporation.

                            ARTICLE VI

                           Miscellaneous


          Section 1. Corporate Seal.  The seal of the Corporation shall be 
circular in form and shall contain the name of the Corporation and the year and 
State of incorporation.
          Section 2. Fiscal Year.  The fiscal year of the Corporation shall end 
on the Saturday closest to January 31.
          Section 3. Execution of Instruments.  All deeds, leases, transfers, 
contracts, bonds, notes and other obligations to be entered into by the 
Corporation in the ordinary course of its business without Board of Directors 
action may be executed on behalf of the Corporation by the Chairman of the 
Board, the President, the Chief Financial Officer, any Executive Vice  
President, or any other officer, employee or agent of the Corporation as the 
Board of Directors may authorize.
          Section 4. Power to Vote Stock.  Unless otherwise ordered by the  
Board of Directors, the Chairman of the Board and the President each shall have 
full power and authority on behalf of the Corporation to attend and to vote at 
any meeting of stockholders of any Corporation in which this Corporation may 
hold stock, and may exercise on behalf of this Corporation any and all of the 
rights and powers incident to the ownership of such stock at any such meeting 
and  shall have power and authority to execute and deliver proxies, waivers and 
consents on behalf of the Corporation in connection with the exercise by the 
Corporation of the rights and powers incident to the ownership of such stock.  
The Board of Directors, from time to time, may confer like powers upon any  
other person or persons.
          Section 5. Corporate Records.  The original or attested copies of the 
Certificate of Incorporation, By-Laws and records of all meetings of the 
incorporators, stockholders and the Board of Directors and the stock transfer 
books, which shall contain the names of all stockholders, their record address-
es and the amount of stock held by each, may be kept outside the State of 
Delaware and shall be kept at the principal office of the Corporation, at the 
office of its counsel or at an office of its transfer agent or at such other 
place or places as may be designated from time to time by the Board of 
Directors.
          Section 6. Amendment.  The Board of Directors shall have the power to 
make, alter or repeal the By-Laws of the Corporation subject to the power of  
the stockholders to alter or repeal the By-Laws made or altered by the Board of 
Directors.