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                                                                    Exhibit 3.12

            Bylaws of GameStop Holdings Corp. (f/k/a GameStop Corp.).

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                                     BY-LAWS

                                       OF

                                 GAMESTOP CORP.

                                   ARTICLE I.

                                     OFFICES

          SECTION 1. Registered Office. The registered office of GameStop Corp.
(the "Corporation") within the State of Delaware shall be established and
maintained at the location of the registered agent of the Corporation.

          SECTION 2. Other Offices. The Corporation may also have an office or
offices and keep the books and records of the Corporation, except as otherwise
may be required by law, in such other place or places, either within or without
the State of Delaware, as the Board of Directors of the Corporation (the
"Board") may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          SECTION 3. Place of Meetings. All meetings of holders of shares of
capital stock of the Corporation shall be held at the office of the Corporation
in the State of Delaware or at such other place, within or without the State of
Delaware, as may from time to time be fixed by the Board or specified or fixed
in the respective notices or waivers of notice thereof.

          SECTION 4. Annual Meetings. An annual meeting of stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting (an "Annual Meeting") shall be
held at such place, on such date, and at such time as the Board shall each year
fix, which date shall be within thirteen (13) months of the last annual meeting
of stockholders or, if no such meeting has been held, the date of incorporation.

          SECTION 5. Special Meetings. Except as otherwise required by law, a
special meeting of the stockholders of the Corporation may be called at any time
by the Chairman of the Board or by the Board pursuant to a resolution adopted by
a majority of the then authorized number of directors. Any special meeting of
the stockholders shall be held on such date, at such time and at such place
within or without the State of Delaware as the Board of Directors or the officer
calling the meeting may designate. At a special meeting of the stockholders, no
business shall be transacted and no corporate action shall be taken other than
that stated in the notice of the meeting. In addition, prior to the Trigger Date
(as defined hereinafter), the Corporation shall call a special meeting of
stockholders of the Corporation promptly upon request of the holders of a
majority of the voting power of the then outstanding shares of Voting Stock (as
hereinafter

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defined). As used in these By-laws "Trigger Date" means the date on which Barnes
& Noble, Inc., together with its affiliates, ceases to beneficially own at least
a majority of the aggregate voting power of the then outstanding shares of
Voting Stock; and "Voting Stock" means the outstanding shares of capital stock
of the Corporation entitled to vote generally in the election of directors.

          SECTION 6. Notice of Meetings. Except as otherwise may be required by
law, notice of each meeting of stockholders, whether an Annual Meeting or a
special meeting, shall be in writing, shall state the purpose or purposes of the
meeting, the place, date and hour of the meeting and, unless it is an Annual
Meeting, shall indicate that the notice is being issued by or at the direction
of the person or persons calling the meeting, and a copy thereof shall be
delivered or sent by mail, not less than 10 or more than 60 days before the date
of said meeting, to each stockholder entitled to vote at such meeting. If
mailed, such notice shall be directed to such stockholder at his address as it
appears on the stock records of the Corporation, unless he shall have filed with
the Secretary of the Corporation a written request that notices to him be mailed
to some other address in which case it shall be directed to him at such other
address. Notice of an adjourned meeting need not be given if the time and place
to which the meeting is to be adjourned was announced at the meeting at which
the adjournment was taken, unless (i) the adjournment is for more than 30 days,
or (ii) the Board shall fix a new record date for such adjourned meeting after
the adjournment.

          SECTION 7. Quorum. At each meeting of stockholders of the Corporation,
the holders of shares having a majority of the voting power of the capital stock
of the Corporation issued and outstanding and entitled to vote thereat shall be
present or represented by proxy to constitute a quorum for the transaction of
business, except as otherwise provided by law. Where a separate vote by a class
or classes is required, a majority of the shares of such class or classes in
person or represented by proxy shall constitute a quorum entitled to take action
with respect to that vote on that matter.

          SECTION 8. Adjournments. In the absence of a quorum at any meeting of
stockholders or any adjournment or adjournments thereof, the Chairman of the
Board or holders of shares having a majority of the voting power of the capital
stock present or represented by proxy at the meeting may adjourn the meeting
from time to time until a quorum shall be present or represented by proxy. At
any such adjourned meeting at which a quorum shall be present or represented by
proxy, any business may be transacted which might have been transacted at the
meeting as originally called if a quorum had been present or represented by
proxy thereat.

          SECTION 9. Order of Business, (a) At any Annual Meeting, only such
business shall be conducted as shall have been brought before the Annual Meeting
(i) by or at the direction of the Board, or (ii) by any stockholder who complies
with the procedures set forth in this Section 7.

               (b) For business properly to be brought before an Annual Meeting
by a stockholder, the stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 30 days nor more
than 60 days prior to the Annual Meeting; provided, however, that in the event
that less than 40


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days' notice or prior public disclosure of the date of the Annual Meeting is
given or made to stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the tenth day following the day
on which such notice of the date of the Annual Meeting was mailed or such public
disclosure was made. To be in proper written form, a stockholder's notice to the
Secretary shall set forth in writing as to each matter the stockholder proposes
to bring before the Annual Meeting: (i) 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; (ii) the name and address, as they appear
on the Corporation's books, of the stockholder proposing such business; (iii)
the class and number of shares of the Corporation which are beneficially owned
by the stockholder; and (iv) 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 7. The chairman of an Annual Meeting shall, if the
facts warrant, determine and declare to the Annual Meeting that business was not
properly brought before the Annual Meeting in accordance with the provisions of
this Section 7 and, if he should so determine, he shall so declare to the Annual
Meeting and any such business not properly brought before the Annual Meeting
shall not be transacted.

          SECTION 10. Proxies and Voting. Unless otherwise required by law, the
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation") or these By-Laws, any question brought before any meeting of
stockholders, other than the election of directors, shall be decided by the vote
of the holders of a majority of the votes of shares of capital stock represented
and entitled to vote thereat, voting as a single class. The term "Certificate of
Incorporation" as used in these By-Laws includes any Certificate of Designation
filed by the Corporation with respect to any series of preferred stock of the
Corporation. Every reference in these By-Laws to a majority or other proportion
of shares, or a majority or other proportion of the votes of shares, of capital
stock shall refer to such majority or other proportion of the votes to which
such shares of capital stock are entitled as provided in the Certificate of
Incorporation. At any meeting of the stockholders, every stockholder entitled to
vote may vote in person or by proxy authorized by an instrument in writing or by
a transmission permitted by law filed in accordance with the procedure
established for the meeting. Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission created pursuant to this
Section 8 may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission. All voting, including on the election of directors but
excepting where otherwise required by law, may be by a voice vote; provided,
however, that upon demand therefore by a stockholder entitled to vote or by his
or her proxy, a stock vote shall be taken. Every stock vote shall be taken by
ballots, each of which shall state the name of the stockholder or proxy voting
and such other information as may be required under the procedure established
for the meeting.

          SECTION 11. Inspectors. For each election of directors by the
stockholders and in any other case in which it shall be advisable, in the
opinion of the Board, that the voting upon any matter shall be conducted by
inspectors of election, the Board shall appoint an inspector or inspectors of
election. If, for any such election of directors or the voting upon any such
other matter, any inspector appointed by the Board shall be unwilling or unable
to serve, or if the


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Board shall fail to appoint inspectors, the chairman of the meeting shall
appoint the necessary inspector or inspectors. The inspector(s) so appointed,
before entering upon the discharge of their duties, shall be sworn faithfully to
execute the duties of inspectors with strict impartiality, and according to the
best of their ability, and the oath so taken shall be subscribed by them. Such
inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each of the shares represented
at the meeting, the existence of a quorum, and the validity and effect of
proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the chairman of the meeting or any stockholder entitled to vote
thereat, the inspectors shall make a report in writing of any challenge,
question or matter determined by them and shall execute a certificate of any
fact found by them. No director or candidate for the office of director shall
act as an inspector of election of directors. Inspectors need not be
stockholders.

          SECTION 12. Consent of Stockholders in Lieu of Meeting. Any action
required to be taken at any Annual Meeting or special meeting of stockholders of
the Corporation, or any action which may be taken at any Annual Meeting or
special meeting of the stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded; provided, however, that,
effective as of the Trigger Date, any corporate action required or permitted to
be taken at any annual or special meeting of stockholders may be taken only at a
duly called annual or special meeting of stockholders and may not be taken by
written consent in lieu of such a meeting. Delivery made to the Corporation's
registered office shall be made by hand or by certified or registered mail,
return receipt requested.

          Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the date the earliest dated consent is delivered to the Corporation, a written
consent or consents signed by a sufficient number of holders to take action are
delivered to the Corporation in the manner prescribed in the first paragraph of
this Section.

                                  ARTICLE III.

                                    DIRECTORS

          SECTION 13. Powers. The business of the Corporation shall be managed
under the direction of the Board. The Board may, except as otherwise required by
law, exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation, including, without limiting the generality
of the foregoing, the unqualified power:

               (1) To declare dividends from time to time in accordance with
law;


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               (2) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;

               (3) To authorize the creation, making and issuance, in such form
as it may determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;

               (4) To remove any officer of the Corporation with or without
cause, and from time to time to devolve the powers and duties of any officer
upon any other person for the time being;

               (5) To confer upon any officer of the Corporation the power to
appoint, remove and suspend subordinate officers, employees and agents;

               (6) To adopt from time to time such stock, option, stock
purchase, bonus or other compensation plans for directors, officers, employees
and agents of the Corporation and its subsidiaries as it may determine;

               (7) To adopt from time to time such insurance, retirement, and
other benefit plans for directors, officers, employees and agents of the
Corporation and its subsidiaries as it may determine; and

               (8) To adopt from time to time regulations, not inconsistent with
these By-laws, for the management of the Corporation's business and affairs.

          SECTION 14. Terms and Vacancies. The authorized number of directors of
the Corporation shall be fixed in accordance with the Certificate of
Incorporation. The Board of Directors shall be divided into three classes,
designated Class I, Class II and Class III, as provided in the Certificate of
Incorporation. At each Annual Meeting, the successors of the class of directors
whose term expires at the Annual Meeting shall be elected to hold office for a
term expiring at the Annual Meeting held in the third year following the year of
their election. No decrease in the number of directors constituting the Board
shall shorten the term of any incumbent director.

          SECTION 15. Nominations of Directors; Election. Nominations for the
election of directors may be made by the Board or a committee appointed by the
Board, or by any stockholder entitled to vote generally in the election of
directors who complies with the procedures set forth in this Section 3.
Directors shall be at least 21 years of age. Directors need not be stockholders.
At each meeting of stockholders for the election of directors at which a quorum
is present, the persons receiving a plurality of the votes cast shall be elected
directors. All nominations by stockholders shall be made pursuant to timely
notice in proper written form to the Secretary of the Corporation. To be timely,
a stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 30 days nor more
than 60 days prior to the meeting; provided, however, that in the event that
less than 40 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 tenth day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made. To be in proper written form, such


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stockholder's notice shall set forth in writing (i) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended, including, without limitation, such person's written consent to
being a nominee and to serving as a director if elected; and (ii) as to the
stockholder giving the notice, the (x) name and address, as they appear on the
Corporation's books, of such stockholder and (y) the class and number of shares
of the Corporation which are beneficially owned by such stockholder. At the
request of the Board, any person nominated by the Board for election as a
director shall furnish to the Secretary of the Corporation the information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee.

          SECTION 16. Place of Meetings. The Board may hold meetings, both
regular and special, at the Corporation's office in the State of Delaware or at
such other places in or outside of the State of Delaware, as the Board may from
time to time determine or as shall be specified or fixed in the notice or waiver
of notice of any such meeting.

          SECTION 17. Regular Meetings. Regular meetings of the Board shall be
held in accordance with a yearly meeting schedule as determined by the Board; or
such meetings maybe held on such other days and at such other times as the Board
may from time to time determine.

          SECTION 18. Special Meetings. Special meetings of the Board may be
called by a majority of the directors then in office (rounded up to the nearest
whole number) or by the Chairman of the Board and shall be held at such place,
on such date, and at such time as they or he shall fix.

          SECTION 19. Notice of Meetings. Notice of each special meeting of the
Board stating the time, place and purposes thereof, shall be (i) mailed to each
director not less than five days prior to the meeting, addressed to him at his
residence or usual place of business, or (ii) shall be sent to him by facsimile,
telex, cable or telegram so addressed, or shall be given personally or by
telephone, on 24 hours' notice.

          SECTION 20. Quorum and Manner of Acting. The presence of at least a
majority of the authorized number of directors shall be necessary and sufficient
to constitute a quorum for the transaction of business at any meeting of the
Board. If a quorum shall not be present at any meeting of the Board, a majority
of 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. Except where a different vote is required or permitted by law or these
By-laws or otherwise, the act of a majority of the directors present at any
meeting at which a quorum shall be present shall be the act of the Board. Any
action required or permitted to be taken by the Board may be taken without a
meeting if all the directors consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
directors shall be filed with the minutes of the proceedings of the Board. Any
one or more directors may participate in any meeting of the Board by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall be deemed to constitute presence in person at a meeting of
the Board.


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          SECTION 21. Resignation. Any director may resign at any time by giving
written notice to the Corporation; provided, however, that written notice to the
Board, the Chairman of the Board, the President of the Corporation or the
Secretary of the Corporation shall be deemed to constitute notice to the
Corporation. Such resignation shall take effect upon receipt of such notice or
at any later time specified therein and, unless otherwise specified therein,
acceptance of such resignation shall not be necessary to make it effective.

          SECTION 22. Compensation of Directors. The Board may provide for the
payment to any of the directors of a specified amount for services as director
or member of a committee of the Board, or of a specified amount for attendance
at each regular or special Board meeting or committee meeting, or of both, and
all directors shall be reimbursed for expenses of attendance at any such
meeting; provided, however, that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV.

                             COMMITTEES OF THE BOARD

          SECTION 23. Appointment and Powers of Executive Committee. The Board
may, by resolution adopted by the affirmative vote of a majority of the
authorized number of directors, designate an Executive Committee of the Board,
which shall consist of such number of members as the Board shall determine. Any
committee so designated may exercise the power and authority of the Board to
declare dividends, to authorize the issuance of stock or to adopt a certificate
of ownership and merger pursuant to Section 253 of the Delaware General
Corporation Law if the resolution that designates the committee or a
supplemental resolution of the Board shall so provide. Except as provided by
Delaware law, during the interval between the meetings of the Board, the
Executive Committee shall possess and may exercise all the powers of the Board
in the management and direction of all the business and affairs of the
Corporation (except the matters hereinafter assigned to any other Committee of
the Board), in such manner as the Executive Committee shall deem in the best
interests of the Corporation in all cases in which specific directions shall not
have been given by the Board. The Executive Committee may determine its manner
of acting and fix the time and place of its meetings, unless the Board shall
otherwise provide. A majority of the members of the Executive Committee shall
constitute a quorum for the transaction of business by the committee and the act
of a majority of the members of the committee present at a meeting at which a
quorum shall be present shall be the act of the committee. Either the Chairman
of the Board or the Chairman of the Executive Committee may call the meetings of
the Executive Committee.

          SECTION 24. Appointment and Powers of Audit Committee. The Board may,
by resolution adopted by the affirmative vote of a majority of the authorized
number of directors, designate an Audit Committee of the Board, which shall
consist of such number of members as the Board shall determine. The Audit
Committee shall (i) make recommendations to the Board as to the independent
accountants to be appointed by the Board; (ii) review with the independent
accountants the scope of their examinations; (iii) receive the reports of the
independent accountants and meet with representatives of such accountants for
the purpose of reviewing and considering questions relating to their examination
and such reports; (iv) review, either directly


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or through the independent accountants, the internal accounting and auditing
procedures of the Corporation; (v) review related party transactions and (vi)
perform such other functions as may be assigned to it from time to time by the
Board. The Audit Committee may determine its manner of acting and fix the time
and place of its meetings, unless the Board shall otherwise provide. A majority
of the members of the Audit Committee shall constitute a quorum for the
transaction of business by the committee and the act of a majority of the
members of the committee present at a meeting at which a quorum shall be present
shall be the act of the committee.

          SECTION 25. Compensation Committee; Other Committees. The Board may,
by resolution adopted by the affirmative vote of a majority of the authorized
number of directors, designate members of the Board to constitute a Compensation
Committee and such other committees of the Board as the Board may determine.
Such committees shall in each case consist of such number of directors as the
Board may determine, and shall have and may exercise, to the extent permitted by
law, such powers as the Board may delegate to them in the respective resolutions
appointing them. Each such committee may determine its manner of acting and fix
the time and place of its meetings, unless the Board shall otherwise provide. A
majority of the members of any such committee shall constitute a quorum for the
transaction of business by the committee and the act of a majority of the
members of such committee present at a meeting at which a quorum shall be
present shall be the act of the committee.

          SECTION 26. Action by Consent; Participation by Telephone or Similar
Equipment. Unless the Board shall otherwise provide, any action required or
permitted to be taken by any committee may be taken without a meeting if all
members of the committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
members of the committee shall be filed with the minutes of the proceedings of
the committee. Unless the Board shall otherwise provide, any one or more members
of any such committee may participate in any meeting of the committee by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other. Participation by
such means shall constitute presence in person at a meeting of the committee.

          SECTION 27. Changes in Committees; Resignations; Removals. The Board
shall have power, by the affirmative vote of a majority of the authorized number
of directors, at any time to change the members of, to fill vacancies in, and to
discharge any committee of the Board. Any member of any such committee may
resign at any time by giving notice to the Corporation; provided, however, that
notice to the Board, the Chairman of the Board, the President of the
Corporation, the chairman of such committee or the Secretary of the Corporation
shall be deemed to constitute notice to the Corporation. Such resignation shall
take effect upon receipt of such notice or at any later time specified therein;
and, unless otherwise specified therein, acceptance of such resignation shall
not be necessary to make it effective. Any member of any such committee may be
removed at any time, either with or without cause, by the affirmative vote of a
majority of the authorized number of directors at any meeting of the Board
called for that purpose.

                                   ARTICLE V.


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                                    OFFICERS

          SECTION 28. Number and Qualification. The Corporation shall have such
officers as may be necessary or desirable for the business of the Corporation.
The officers of the Corporation shall consist of a Chairman of the Board, a
President, one or more Vice Presidents, a Secretary, a Treasurer and such other
officers as may from time to time be appointed by the Board. Officers shall be
elected by the Board, which shall consider that subject at its first meeting
after every Annual Meeting of stockholders. Each officer shall hold office until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any number of offices may be held by the same person.
The failure to elect a Chairman of the Board, President, Vice President,
Secretary or Treasurer shall not affect the existence of the Corporation.

          SECTION 29. Chairman of the Board. The Chairman of the Board shall be
the chief executive officer of the Corporation, shall have general and active
responsibility for the management of the business of the Corporation and shall
be responsible for implementing all orders and resolutions of the Board. The
Chairman of the Board shall also be a director and shall preside at all meetings
of the stockholders and directors.

          SECTION 30. President. The President shall be the chief operating
officer of the Corporation and shall supervise the daily operations of the
business of the Corporation. Subject to the provisions of these By-laws and to
the direction of the Board, he or she shall perform all duties and have all
powers which are commonly incident to the office of President or which are
delegated to him or her by the Board. He or she shall have power to sign all
stock certificates, contracts and other instruments of the Corporation which are
authorized and shall have general supervision and direction of all of the other
officers, employees and agents of the Corporation.

          SECTION 31. Vice President. Each Vice President shall have such powers
and duties as may be delegated to him or her by the Board. One Vice President
shall be designated by the Board to perform the duties and exercise the powers
of the President in the event of the President's absence or disability.

          SECTION 32. Treasurer. The Treasurer shall have the responsibility for
maintaining the financial records of the Corporation. He or she shall make such
disbursements of the funds of the Corporation as are authorized and shall render
from time to time an account of all such transactions and of the financial
condition of the Corporation. The Treasurer shall also perform such other duties
as the Board may from time to time prescribe.

          SECTION 33. Secretary. The Secretary shall issue all authorized
notices for, and shall keep minutes of, all meetings of the stockholders and the
Board. He or she shall have charge of the corporate books and shall perform such
other duties as the Board may from time to time prescribe.

          SECTION 34. Delegation of Authority. The Board may from time to time
delegate the powers or duties of any officer to any other officers or agents,
notwithstanding any provision hereof.


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          SECTION 35. Removal. Any officer of the Corporation may be removed at
any time, with or without cause, by the Board.

          SECTION 36. Resignations. Any officer may resign at any time by giving
written notice to the Corporation; provided, however, that notice to the Board,
Chairman of the Board, the President or the Secretary shall be deemed to
constitute notice to the Corporation. Such resignation shall take effect upon
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

          SECTION 37. Vacancies. Any vacancy among the officers, whether caused
by death, resignation, removal or any other cause, shall be filled in the manner
prescribed for election or appointment to such office.

          SECTION 38. Action with Respect to Securities of Other Corporations.
Unless otherwise directed by the Board, the Chairman of the Board or any officer
of the Corporation authorized by the Chairman of the Board shall have power to
vote and otherwise act on behalf of the Corporation, in person or by proxy, at
any meeting of stockholders of or with respect to any action of stockholders of
any other corporation in which this Corporation may hold securities and
otherwise to exercise any and all rights and powers which this Corporation may
possess by reason of its ownership of securities in such other corporation.

          SECTION 39. Bonds of Officers. If required by the Board, any officer
of the Corporation shall give a bond for the faithful discharge of his duties in
such amount and with such surety or sureties as the Board may require.

          SECTION 40. Compensation. The salaries of the officers shall be fixed
from time to time by the Board, unless and until the Board appoints a
Compensation Committee.

          SECTION 41. Officers of Operating Companies or Divisions. The Chairman
of the Board shall have the power to appoint, remove and prescribe the terms of
office, responsibilities, duties and salaries of, the officers of the operating
companies or divisions, other than those who are officers of the Corporation.

                                   ARTICLE VI.

                    CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC.

          SECTION 42. Contracts. The Board may authorize any officer or
officers, agent or agents, in the name and on behalf of the Corporation, to
enter into any contract or to execute and deliver any instrument, which
authorization may be general or confined to specific instances; and, unless so
authorized by the Board, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for any purpose or for any amount.

          SECTION 43. Checks, etc. All checks, drafts, bills of exchange or
other orders for the payment of money out of the funds of the Corporation, and
all notes or other evidences of indebtedness of the Corporation, shall be signed
in the name and on behalf of the Corporation in


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such manner as shall from time to time be authorized by the Board, which
authorization may be general or confined to specific instances.

          SECTION 44. Loans. No loan shall be contracted on behalf of the
Corporation, and no negotiable paper shall be issued in its name, unless
authorized by the Board, which authorization may be general or confined to
specific instances. All bonds, debentures, notes and other obligations or
evidences of indebtedness of the Corporation issued for such loans shall be
made, executed and delivered as the Board shall authorize.

          SECTION 45. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositors as may be selected by or in
the manner designated by the Board. The Board or its designees may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of the Certificate of Incorporation or these
By-laws, as them may deem advisable.

                                  ARTICLE VII.

                                  CAPITAL STOCK

          SECTION 46. Certificates of Stock. Each stockholder shall be entitled
to a certificate signed by, or in the name of the Corporation by, the Chairman
of the Board, President or a Vice President, and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the
number of shares owned by him or her. Any or all of the signatures on the
certificate may be by facsimile.

          SECTION 47. Stock List. A complete list of stockholders entitled to
vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder and the number
of shares registered in his or her name, shall be open to the examination of any
such stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at least ten (10) days prior to the meeting,
either at a 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 stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the identity
of the stockholders entitled to vote at the meeting and the number of shares
held by each of them.

          SECTION 48. Transfers of Stock. Transfers of stock shall be made only
upon the transfer books of the Corporation kept at an office of the Corporation
or by transfer agents designated to transfer shares of the stock of the
Corporation. Except where a certificate is issued in accordance with Section 5
of Article VII of these By-laws, an outstanding certificate for the number of
shares involved shall be surrendered for cancellation before a new certificate
is issued therefor.

          SECTION 49. Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders, or to receive payment


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<PAGE>

of any dividend or other distribution or allotment of any rights or 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 may fix a record date, which
record date shall not precede the date on which the resolution fixing the record
date is adopted and which record date shall not be more than sixty (60) nor less
than ten (10) days before the date of any meeting of stockholders, nor more than
sixty (60) days prior to the time for such other action as hereinbefore
described; provided, however, that if no record date is fixed by the Board, 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 notice is given or, if notice is waived, at the close
of business on the day next preceding the day on which the meeting is held, and,
for determining stockholders entitled to receive payment of any dividend or
other distribution or allotment of rights or to exercise any rights of change,
conversion or exchange of stock or for any other purpose, the record date shall
be at the close of business on the day on which the Board adopts a resolution
relating thereto.

          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 may fix a new record date for the adjourned
meeting.

          In order that the Corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board may fix a
record date, which shall not precede the date upon which the resolution fixing
the record date is adopted by the Board, and which record date shall be not more
than ten (10) days after the date upon which the resolution fixing the record
date is adopted. Any stockholder of record seeking to have the stockholders
authorize or take corporate action by written consent shall, by written notice
to the Secretary, request the Board to fix a record date. The Board shall
promptly, but in all events within 10 days after the date on which such a
request is received, adopt a resolution fixing the record date. If no record
date has been fixed by the Board and no prior action by the Board is required by
the Delaware General Corporation Law, the record date shall be the first date
on which a signed written consent setting forth the action taken or proposed to
be taken is delivered to the Corporation in the manner prescribed by Article II,
Section 10 hereof. If no record date has been fixed by the Board and prior
action by the Board is required by the Delaware General Corporation Law with
respect to the proposed action by written consent of the stockholders, the
record date for determining stockholders entitled to consent to corporate action
in writing shall be at the close of business on the day on which the Board
adopts the resolution taking such prior action.

          SECTION 50. Lost, Stolen or Destroyed Certificates. In the event of
the loss, theft or destruction of any certificate of stock, another may be
issued in its place pursuant to such regulations as the Board may establish
concerning proof of such loss, theft or destruction and concerning the giving of
satisfactory bond or bonds of indemnity.

          SECTION 51. Regulations. The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board may establish.

                                  ARTICLE VIII.


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<PAGE>

                                     NOTICES

          SECTION 52. Notices. Except as otherwise specifically provided herein
or required by law, all notices required to be given to any stockholder,
director, officer, employee or agent shall be in writing and may in every
instance be effectively given by hand delivery to the recipient thereof, by
depositing such notice in the mails, postage paid, or with a recognized
overnight delivery service or by sending such notice by prepaid telegram,
mailgram or by facsimile transmission. Any such notice shall be addressed to
such stockholder, director, officer, employee or agent at his or her last known
address as the same appears on the books of the Corporation. The time when such
notice is received, if hand delivered, or dispatched, if delivered through the
mails or by overnight delivery service, or by telegram, mailgram or facsimile,
shall be the time of the giving of the notice.

          SECTION 53. Waivers. A written waiver of any notice, signed by a
stockholder, director, officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to
the notice required to be given to such stockholder, director, officer, employee
or agent. Neither the business nor the purpose of any meeting need be specified
in such a waiver.

                                   ARTICLE IX.

                                 MISCELLANEOUS

          SECTION 54. Facsimile Signatures. In addition to the provisions for
use of facsimile signatures elsewhere specifically authorized in these By-laws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board or a committee thereof.

          SECTION 55. Corporate Seal. The Board may provide a suitable seal,
containing the name of the Corporation, which seal shall be in the charge of the
Secretary. If and when so directed by the Board or a committee thereof,
duplicates of the seal may be kept and used by the Treasurer or by an Assistant
Secretary or Assistant Treasurer.

          SECTION 56. Reliance Upon Books, Reports and Records. Each director,
each member of any committee designated by the Board, and each officer of the
Corporation shall, in the performance of his or her duties, be fully protected
in relying in good faith upon the books of account or other records of the
Corporation and upon such information, opinions, reports or statements presented
to the Corporation by any of its officers or employees, or committees of the
Board so designated, or by any other person as to matters which such director or
committee member reasonably believes are within such other person's professional
or expert competence and who has been selected with reasonable care by or on
behalf of the Corporation.

          SECTION 57. Fiscal Year. The fiscal year of the Corporation shall be
as fixed by the Board of Directors.

          SECTION 58. Time Periods. In applying any provision of these By-laws
which requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall


                                       13

<PAGE>

be used, the day of the doing of the act shall be excluded, and the day of the
event shall be included.

                                   ARTICLE X.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          SECTION 59. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter, a "proceeding"), by reason of the fact that he or
she is or was a director or an officer of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter, an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith; provided, however, that, except as provided in Section 3 of this
Article X with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of the Corporation.

          SECTION 60. Right to Advancement of Expenses. The right to
indemnification conferred in Section 1 of this Article X shall include the right
to be paid by the Corporation the expenses (including attorneys' fees) incurred
in defending any such proceeding in advance of its final disposition
(hereinafter, an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter, an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter, a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section 2 or otherwise. The rights to indemnification and to the
advancement of expenses conferred in Sections 1 and 2 of this Article X shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.

          SECTION 61. Right of Indemnitee to Bring Suit. If a claim under
Section 1 or 2 of this Article X is not paid in foil by the Corporation within
sixty (60) days after a written claim


                                       14

<PAGE>

has been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be twenty
(20) days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
suit. In (i) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a defense that, and
(ii) any suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
any applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its Board,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an
actual determination by the Corporation (including its Board, independent legal
counsel, or its stockholders) that the indemnitee has not met such applicable
standard of conduct, shall create a presumption that the indemnitee has not met
the applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article X or otherwise shall be on the Corporation.

          SECTION 62. Non-Exclusivity of Rights. The rights to indemnification
and to the advancement of expenses conferred in this Article X shall not be
exclusive of any other right which any person may have or hereafter acquire by
any statute, the Corporation's Certificate of Incorporation or By-laws,
agreement, vote of stockholders or disinterested directors or otherwise.

          SECTION 63. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

          SECTION 64. Indemnification of Employees and Agents of the
Corporation. The Corporation may, to the extent authorized from time to time by
the Board, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Corporation to the fullest extent of the provisions
of this Article X with respect to the indemnification and advancement of
expenses of directors and officers of the Corporation.

                                   ARTICLE XI.

                                   AMENDMENTS


                                       15

<PAGE>

          These By-laws and any amendment thereof may be altered, amended or
repealed, or new By-laws may be adopted, at any meeting of the Board of
Directors; provided, however, that the By-laws adopted by the Board of Directors
may be amended or repealed at any meeting of the Board of Directors or at any
meeting of the stockholders by holders of at least 80% of the voting power of
the then outstanding shares of Voting Stock, provided that any amendment or
supplement proposed to be acted upon at any such meeting shall have been
described or referred to in the notice of such meeting or an announcement with
respect thereto shall have been made at the last previous Board meeting, and
provided further that no amendment or supplement adopted by the Board shall vary
or conflict with any amendment or supplement adopted by the stockholders.
Notwithstanding the preceding sentence, the affirmative vote of holders of at
least 80% of the voting power of the then outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to amend or repeal, or adopt any
provisions inconsistent with, Section 3, Section 7 or Section 10 of Article II
of these By-laws, Section 2, Section 3 or Section 8 of Article III of these
By-laws, Article X of these By-laws or this sentence.


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