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and report the same to the Board of Directors when required.

          SECTION 10.  Action Without a Meeting.   Unless otherwise restricted
by the Certificate of Incorporation or these By-laws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if prior to such action a
written consent thereto is signed by all members of the Board or of such
committee as the case may be, and such written consent is filed with the minutes
of proceedings of the Board or of such committee.

          SECTION 11.  Compensation of Directors.   Directors, as such, shall
not receive any stated salary for their services, but may be paid for their
services such amounts as may be fixed from time to time by resolution of the
Board.  Expenses of attendance, if any, may be paid for attendance at each
regular or special meeting of the Board.  No such payments shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.  Members of special or standing committees may be allowed
like compensation for attending committee meetings.

          SECTION 12.  Vote of Directors.  Notwithstanding anything to the
contrary in these By-laws, the following actions shall require the vote of six
(6) Directors:  (a) any alteration, amendment or repeal of these By-laws; (b)
the issuance of, or the adoption of any agreement or plan for the issuance of,
any stock, rights, or other securities (including, without limitation,
securities convertible into or exchangeable or exercisable for stock of the
Company) to the stockholders or any class thereof generally, any term of which
is contingent upon or effective upon the acquisition by any person of any of or
all of the Company's stock or upon any other action by any person with respect
to such stock; (c) the creation of any committee of the Board of Directors; (d)
the filling of vacancies on the Board of Directors or any committee thereof
created by the death, resignation or removal of Malcolm I. Glazer or Avram A.
Glazer; or (e) any action to remove Malcolm I. Glazer or Avram A. Glazer from
any committee of the Board of Directors.  Notwithstanding anything to the
contrary in these By-laws, effective with the Corporation's 1995 annual meeting
of stockholders, the actions in this Section 12 shall require the vote of five
(5) Directors.


                                   ARTICLE IV

                                    Officers
                                    --------

          SECTION 1.   Title, Number and Salaries.   The officers of the
Corporation shall be elected by the Board of Directors, and shall consist of a
Chairman of the Board and Chief Executive Officer, Vice Presidents, a Secretary,
a Treasurer, and such Assistant Secretaries and Assistant Treasurers as the
Board of Directors may from time to time designate, all of whom shall hold
office until their successors are elected and qualified.  Two or more offices,
except the office of Chairman of the Board and Chief Executive Officer and the
office of the Secretary, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity.  The
salaries of the officers shall be determined by the Board of Directors

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