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                                    BY-LAWS

                                       of

                       ROYAL CR0WN COMPANY, INC., FORMERLY
                              ROYAL CROWN COLA CO.

                                   ARTICLE I.

Meeting of Stockholders.

       SECTION 1. Annual Meeting: An annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the first Wednesday in June of
each year at the offices of the Corporation or such other place as shall be
deemed proper.

       SECTION 2. Special Meetings: A special meeting of the stockholders,
except when otherwise regulated by the Certificate of Incorporation or by
statute, may be called at any time by the President or by the Secretary upon
request in writing of a majority of the Board of Directors. Such meetings may be
held at any place within or outside the State of Delaware to be designated in
the notice thereof or in the waiver of notice. 

       SECTION 3. Notice of Meeting: Written notice of the time, place, and
purpose of every meeting shall be given to each stockholder entitled to vote at
such meeting, at least ten, but not more than fifty, days before the date for
such meeting. No notice of a meeting need be given to stockholders not
entitled to vote thereat.

       SECTION 4. Quorum: At all meetings of-the stockholders, holders of a
majority of the stock of the Corporation entitled to vote thereat, present in
person or by proxy, shall constitute a quorum. In the absence of a quorum no
business (other than as may be otherwise prescribed by law) shall be transacted
at any meeting. A majority in interest of those present in person or by proxy
and entitled to vote may in the absence of a quorum adjourn any meeting from
time to time. At any adjournment at which a quorum is present any business may
be transacted which might have been transacted at the meeting as originally
called. Notice of an adjourned meeting shall be required only if the adjournment
is for more than thirty days or if a new record. date for voting is fixed.


       SECTION 5. Voting: At every meeting of the stockholders, each stockholder
present in person or by proxy shall be entitled to one vote for each share of
stock having the right to vote thereat registered in his name on the books of
the Corporation. Shares of capital stock belonging to or in the Treasury of the
Corporation shall not be voted upon directly or indirectly. Except where a
record date has











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been fixed pursuant to Article V, Section 4, or the stock transfer books have
been closed, no shares shall be voted on for any election of directors which
have been transferred on the books within twenty days next preceding such
election. The vote for directors, and upon demand of any stockholder, the vote
of any other question shall be by ballot.

       SECTION 6. List of Stockholders: It shall be the duty of the Secretary to
prepare at least ten days before every meeting of stockholders, a complete
list of stockholders entitled to vote thereat, arranged in alphabetical order.
Such list shall, at the place where said meeting is to be held, be open during
business hours for ten days prior to the meeting to the examination of any
stockholder, and shall be produced and kept at the time and place of the meeting
during the whole time thereof, and subject to the inspection of any stockholder
who may be present, provided, however, that such list shall be open to
inspection by a stockholder only for a purpose germane to the meeting.

       SECTION 7. Consent of Stockholders in Lieu of Meeting: Any action to be
taken at a meeting of the stockholders of the Corporation, or any action that
may be taken at a meeting of the shareholders, may be taken without a meeting if
a consent in writing setting forth the action so taken shall be signed by all
the stockholders entitled to vote with respect to the subject matter thereof.


                                   ARTICLE II

                                    Directors

       SECTION 1. Number and General Powers: the property, affairs and business
of the Corporation shall be managed by the Board of Directors who need not be
stockholders. The number of directors shall be fixed from time to time by
resolution of the Board of Directors but shall not be less than three.

       SECTION.2. Election: Term. The directors shall be elected at the annual
meeting of the stockholders. Each director shall hold office for a Eerm, of one
year but his tenure of office shall continue thereafter until his successor
shall have been elected and accepted office.

       SECTION 3. Vacancies: Any vacancy in the Board of Directors (whether by
death, resignation, removal, or an increase in the number of directors or any
other cause) may be filled for the unexpired term, or in case of increase for a
term to expire at the next annual meeting of the Stockholders by vote of a
majority of the remaining directors, though less than a quorum.











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       SECTION 4. Resignations: Any director of the Corporation may resign at
any time by giving written notice to the President or to the Secretary of the
Corporation. Such resignation shall take effect as therein provided.

       SECTION 5. Places of Meetings: The Board of Directors may hold meetings
at such place or places within or without the State of Delaware as it may from
time to time determine, or as shall be specified or fixed in the notices or
waivers of notice thereof.

       SECTION 6. First Meeting: Promptly after each annual election of
directors, the Board of Directors shall meet for the purpose of organization, to
choose officers of the Corporation and for the transaction of other business.
Four days' notice of the time and place of such meetings shall be given to each
director elected by the Stockholders. Any business may be transacted at such
meetings. It shall be the duty of the Secretary to give notice of such meeting.

       SECTION 7. Special Meetings: Notice: Special meetings of the Board of
Directors shall be held whenever called by the President or by any two of the
directors. At least four days' notice of the time, place and purposes of each
such meeting shall be given to each director. 

       SECTION 8. Quorum: Manner of Acting: A majority of the authorized
directors shall be present in person to constitute a quorum. Except in special
cases where other provision is made by statute of the Certificate of
Incorporation, the act of a majority of the directors present at any meeting, at
which a quorum is present, shall be the act of the Board of Directors. In the
absence of a quorum, no business shall be transacted, but a majority of the
directors present may adjourn the meeting, without notice, from time to time,
until a quorum be had. The directors shall act only as a Board, or by a
committee thereof, and the indivdual directors shall have no power as such.

       SECTION 9. Consent of Directors in Lieu of Meeting: Any action required
or permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof may be taken without a meeting if all members of the board or
committee, as the case may be, consent thereto in writing, and the writing or
writing are filed with the minutes of proceedings of the board or committee.

       SECTION 10. Meetings by Means of Conference Telephone: Members of the
Board of Directors of the Corporation, or any committee designated by the Board,
may participate in a meeting of the Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in such
meeting shall constitute presence in person at such meeting.










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       SECTION 11. Removal of Directors: Any director may be removed with or
without cause at any time, by the affirmative vote of a majority of all of the
shares of stock outstanding and entitled to vote for the election of directors,
at a special meeting of stockholders called for the purpose.

       SECTION 12. Compensation: By resolution of the Board, each director may
be allowed a salary; and, in addition thereto, a fixed sum, and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board of Directors, or a Committee thereof.


                                  ARTICLE III

                              Executive Committee

       SECTION 1. How Constituted and Powers; The Board of Directors may, by a
resolution passed by a majority of the whole Board, designate three or more of
their number to constitute an Executive Committee, who shall have and may
exercise (except as such resolution or modification thereof may otherwise
provide) the powers of the Board of Directors in the management of the business
and affairs of the Corporation while the Board of Directors is not in session.

       SECTION 2. Organization: The Chairman of the Executive Committee shall
act as Chairman of the Committee and the Secretary of the Corporation as
Secretary. The Committee shall keep a record of its acts and proceedings and
report the same from time to time to the Board of Directors.

       SECTION 3. Meetings: Meetings of the Committee shall be held whenever
called by the Chairman or by the Secretary upon request of any two members of
the Committee. At least one day's notice, or such shorter period as the person
calling the meeting deems necessary, of the time and place of such meeting shall
be given to each member.

       SECTION 4. Quorum and Manner of Acting: Three Members of the Executive
Committee shall constitute a quorum for the transaction of business, and the act
of a majority of those present at a meeting at which a quorum is present shall
be the act of the Executive Committee. The Members of the Executive Committee
shall act only as a Committee and the individual members shall have no power as
such. 

       SECTION 5. Vacancies: Any vacancy in the Executive Committee shall be
filled by a vote of the majority of the whole Board of Directors.











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                                 ARTICLE III-A

                                Finance Committee

       SECTION 1. How Constituted and Powers: The Board of Directors may, by
resolution passed by a majority of the whole Board, designate three or more of
their members to constitute a Finance Committee, which Committee (subject to
such limitations as the Board may from time to time provide), shall have and may
exercise the powers to assist the Directors in fulfilling their fiduciary
responsibilities related to corporate financial affairs. 

       SECTION 2. Organization: The Chairman of the Finance Committee shall act
as Chairman of the Committee and the Secretary of the corporation as Secretary.
The Committee shall keep a record of its acts and proceedings and report the
same from time to time to the Board of Directors.

       SECTION 3. Meetings: Meetings of the Committee shall be held whenever
called by the Chairman or the Secretary. At least one days notice, or such
shorter period as the person calling the meeting deems necessary, of the time
and place of such meeting, shall be given to each member.

       SECTION 4. Quorum and Manner of Acting: A majority of the members elected
to serve on the Finance Committee shall constitute a quorum for the transaction
of business, and the act of a majority of those present at a meeting at which a
quorum is present shall be the act of the Finance Committee. The members of the
Finance Committee shall act only as a Committee and the individual members shall
have no power as such.

       SECTION 5. Vacancies: Any vacancy on the Finance Committee shall be
filled by a majority of the whole Board of Directors.


                                   ARTICLE IV.

                                    Officers

       SECTION 1. Number; selection: The Board of Directors shall elect a
President and a Secretary, and if deemed desirable, from time to time, a
Chairman of the Board of Directors, a Chairman of the Executive Committee, one
or more Vice Presidents, a Treasurer, a Controller, one or more Assistant
Treasurers, one or more Assistant Secretaries, or other officers.

       SECTION 2. Term of Office: Officers of the Corporation shall be chosen by
the Board of Directors at its first meeting after each annual meeting of the
stockholders. Each officer shall hold office for one year and until his
successor shall have been duly chosen and accepted office, but shall be subject
to removal at any time with or without cause by vote of the Board of Directors
at a meeting called for that purpose.

       SECTION 3. Vacancies: A vacancy in any office shall be filled for the
unexpired portion of the term by vote of the Board of Directors or of the
Executive Committee.










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       SECTION 4. The President: The President shall be the chief executive
officer of the Corporation and shall have general direction of its affairs and
supervision over its officers and employees; subject, however, to the control of
the Board of Directors and any Committees thereof. He shall preside at meetings
of stockholders, and of the Board of Directors during the absence or disability
of the Chairman of the Board or upon request of the Chairman that he do so; and
shall also preside at meetings of Committees of the Board of Directors with the
exception of the Executive Committee and the Finance Committee when a duly
elected Chairman of such Committee is present.


       SECTION 4(a). The Chairman of the Board: The Chairman of the Board shall
preside at meetings of the Board of Directors. He shall be available for
consultation on matters of policy and with respect to such other matters as
affect the welfare of the Corporation, and shall perform such other duties as
may from time to time be specified by the Board of Directors or as may be
delegated to him by the President. During the absence or disability of the
President he shall exercise all the powers and discharge all the duties of the
President.

       SECTION 4(b). The Chairman of the Finance Committee: The Chairman of
the Finance Committee shall preside at meetings of the Committee and shall
perform such other duties as may from time to time be specified by the
Board of Directors.

       SECTION 4(c). The Chairman of the Executive Committee: The Chairman of
the Executive Committee shall preside at meetings of the Committee and shall be
available for consultation on matters of policy and with respect to such other
matters as affect the welfare of the Corporation, and shall perform such other
duties as may from time to time be specified by the Board of Directors.

       SECTION 5. The Vice-Presidents: The Vice-Presidents shall have such
powers and perform such duties as shall from time to time be specified by the
President or the Board of Directors or a Committee thereof. 

       SECTION 6. The Treasurer: The Treasurer shall, in the discretion of the
Board, give bond for the faithful discharge of his duties in such sum, with such
surety and containing such provisions as the Board of Directors shall determine.
He shall have custody of, and be responsible for, the funds and securities of
the Corporation and shall deposit the same in banks, trust and safe deposit
companies, or otherwise, as may be prescribed by the Board of Directors, a
Committee thereof or the President. He. shall keep full and accurate accounts
and render statements and reports to the President and the Board of Directors as
required by them.






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       SECTION 7. The Secretary: The Secretary shall be sworn to the faithful
discharge of his duty. He shall keep the minutes of meetings of the stockholders
and of the Board of Directors; see that notices of meetings and other notices
required to be issued are properly given when and as required; make a record of
the addresses to which directors and stockholders desire notices to be sent; be
custodian of the Corporation's seal and of its records.

       SECTION 8. Regulation of Officers, in General: Additional functions may
be assigned to any officer, and the powers and duties of any officer may be
curtailed or enlarged by the Board of Directors or a Committee thereof.
Controllers, Assistant Treasurers and Assistant Secretaries or other officers,
if any, shall hold office for such period and perform such duties as may be
prescribed by the Board of Directors or a Committee thereof. 

       SECTION 9. Salaries: The salaries of officers and bonuses or other
special compensation shall be fixed from time to time by the Board of Directors.
No officer or employee who is a director shall be debarred from any such
compensation by reason of the fact that he is such director. 


                                   ARTICLE V.

                                  Capital Stock

       SECTION 1. Issue: The certificates for the respective classes and series
of stock shall state the holder's name and the number of shares, shall be
numbered in the order in which they are issued, shall be signed by the President
or a Vice-President and by the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer and be sealed with an imprint of the seal
of the Corporation. The signatures of the officers and the imprint of the seal
of the Corporation may be facsimile. 

       SECTION 2. Transfers: Transfers of stock shall be made only on the books
of the Corporation by the person named in the certificate, or by attorney
lawfully constituted in writing and on surrender of the certificate for
cancellation. Before transfer, stamps or other taxes, if any, shall be paid and
endorsements supplied to the satisfaction of the Corporation and the Transfer
Agent.










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       SECTION 3. Missing Certificates: Any person claiming a certificate of
stock to be lost or destroyed shall make an affidavit or affirmation of that
fact and advertise the same in such manner as the Board of Directors may
require, and shall if the Board of Directors so require give the Corporation a
bond, in form and with one or more sureties satisfactory to the Board, for a sum
not exceeding double the value of the stock represented by said certificate
before a new certificate may be issued. The transfer agent and/or registrar
shall, if required, be named as obligees in any such bond.

       SECTION 4. Record Date: The Board of Directors may fix in advance a date
not exceeding sixty days preceding the date of any meeting of stockholders or
the date for the payment of any dividend or the date for the allotment of
rights, or the date when any change in or exchange of certificates of capital
stock shall go into effect, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, or to
receive payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change or exchange of capital stock.


                                  ARTICLE VI.

                                     Notices

       SECTION 1. Address for Notices: Every stockholder, officer and director
shall furnish the Secretary of the Corporation with an address to which notices
of meetings and all other corporate notices may be mailed or telegraphed to him.
If he shall not have so furnished his address for such purposes, then any notice
may be directed to his post-office address last known to the Secretary of the
Corporation.

       SECTION 2. Manner of Giving Notice: Whenever notice is required to be
given to any director, officer or stockholder, a copy of such notice may be
delivered personally or may be deposited in a regular letter-box in a postpaid
wrapper addressed to such director, officer or stockholder at such address as he
has lodged with the Secretary of the Corporation for the purpose. In default of
such address notice may be mailed to such director, officer or stokholder at
his post-office address last known to the Secretary of the Corporation. In the
case of directors or officers, prepaid telegrams sent at the time required for
mailing shall have the validity of notice mailed as herein provided.











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       SECTION 3. Waiver of Notice: Whenever any notice is required to be given,
by these by-laws of the Certificate of Incorporation or any law of Delaware, a
waiver thereof signed by any person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice to the person or persons signing such waiver. Attendance
in person or by proxy at such meeting or by consent in lieu of meeting shall
constitute a waiver of notice thereof.


                                  ARTICLE VII.

                        Contracts, Instruments, Accounts

       SECTION 1. Persons Empowered to Bind Corporation: The Board of Directors,
or a Committee thereof, may authorize any officer or agent to enter into any
contract, to execute and deliver any instrument (negotiable or otherwise) and to
borrow or lend money in the name and on behalf of the Corporation, and such
authority may be general or confined to specific instances. Unless so
authorized, no officer shall have authority to bind the Corporation in any such
manner.

       SECTION 2. General and Special Accounts: The Board of Directors may from
time to time authorize the opening and maintaining of general and special bank
accounts with such banks or other depositories as it may select, and may make
rules and regulations with respect thereto and specify the officers or agents of
the Corporation who shall have power to sign checks and other instruments in
connection therewith.


                                 ARTICLE VIII.

                            Miscellaneous Provisions

       SECTION 1. Offices: The registered office of the Corporation in the state
of Delaware shall be in the city of Wilmington, and the name of the registered
agent in The Corporation Trust Company. The general office of the Corporation
shall be located in such city and state as the Board shall deem appropriate.

       SECTION 2 Seal: The seal shall be in the form of a circle and shall bear
the name of the Corporation, the year of incorporation, and indicate that it was
incorporated in Delaware. Duplicates of such seal may be kept in such offices
and by such agents as the Board of Directors may from time to time prescribe.













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       SECTION 3. Dividends: Dividends shall only be paid if, as and when
declared by the Board of Directors, who shall have power (subject to any
limitations imposed by Law or the Certificate of Incorporation) to pay dividends
out of annual net profits or net assets in excess of capital.

       SECTION 4. Loans: No loans shall be made to any officer of the
Corporation nor to any stockholder upon the security of shares of stock of the
Corporation except upon written advice of counsel.

       SECTION 5. Amendments: The Board of Directors by affirmative vote of a
majority thereof from time to time may make additional by-laws and alter, amend
and repeal any of these by-laws. Any by-laws or alterations thereof made by the
Board of Directors may be altered or repealed by the stockholders upon
affirmative vote of a majority in number of the stockholders at the time
entitled to vote, present at a meeting called for that purpose.

       SECTION 6. Indemnification: The Corporation shall indemnify any 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, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director or officer of
the Corporation or served at its request as a director or officer of another
corporation in which it owns shares of capital stock or of which it is a
creditor (all of whom are hereinafter referred to in the aggregate as
"indemnified persons" and in the singular as an "indemnified person") against
expenses (including attorneys' fees except as otherise stated in the third
paragraph of this By-law) judgements, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by a
judgment, order, settlement, adjudication or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.












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       The Corporation shall indemnify any indemnified person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgement in its favor against expenses (including attoineys' fees except as
otherwise stated in the third paragraph of this By-Law) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

       The Corporation will be entitled to participate at its own expense in the
defense, and, if it so elects, to assume the defense of any claim, action, suit
or proceeding. If the Corporation elects to assume the defense, such defense
shall be conducted by counsel of good standing chosen by it. In the event the
Corporation elects to assume the defense of any such claim, action. suit or
proceeding and retain such counsel, the indemnified persons shall bear the fees
and expenses of any additional counsel retained by them unless there are
conflicting interests as between the Corporation and the indemnified persons
that are for valid reasons objected to in writing by the indemnified persons.

       In discharging his duty to the Corporation, an indemnified person, when
acting in good faith, may rely upon financial statements of the Corporation
represented to him to be correct by the officer of the Corporation having charge
of its books of accounts, or stated in a written report by an independent public
or certified public accountant or firm of such accountants fairly to reflect the
financial condition of such corporation.

       Any indemnification under this By-law (unless ordered by a court) shall
be made only as authorized in the specific case upon a determination (1) by the
Board of Directors by a majority vote of a quorum consisting of directors who
are not parties to such action, suit or proceeding, or (2)) if such quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by








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independent legal counsel in a written opinion that the indemnified person has
met the standards of conduct set forth in this By-law, or (3) by the stock-
holders.

       Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
manner provided in the preceding paragraph upon receipt of an undertaking by or
on behalf of the indemnified person to repay if not entitled to indemnification
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized by this By-law.

       The indemnification provided by this By-law shall not be deemed exclusive
of any other right to which any indemnified person may be entitled under any
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action, in another capacity while
holding such office and shall inure to the benefit of the heirs, executors and
administrators of such a person.

       The Board of Directors shall have power on behalf of the Corporation to
grant indemnification to any person other than an indemnified person to
such extent as the Board in its discretion may from time to time and at any
time determine, but in no event to exceed the indemnification provided by this
By-law.

       If any part of this By-law shall be found, in any action, suit or
proceeding, to be invalid or ineffective, the validity and the effect of the
remaining parts shall not be affected.



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