EXHIBIT 3(b)



CK-BYLAW.DOC
10/12/94













	


AMENDED AND RESTATED

BY-LAWS

of

CHOCK FULL O'NUTS CORPORATION

(a New York Corporation)




	



CHOCK FULL O'NUTS CORPORATION

BY-LAWS



ARTICLE I - STOCKHOLDERS


	1.01    Meetings.  Annual and Special Meetings of Stockholders shall 
be called and held at such time and place within or without the State of New 
York as shall be determined from time to time by the Chairman of the Board, 
the Chief Executive Officer or a majority of the members of the Board of 
Directors then in office.

	1.02    Notice of Meetings.  Except as otherwise expressly provided 
by statute, written notice of the time, place and purpose or purposes of the 
annual and each special meeting of stockholders shall be given by mailing a 
copy thereof, not less than ten nor more than fifty days before the meeting, 
to each stockholder of record entitled to vote at such meeting and to each 
stockholder of record who, by reason of any action proposed at such meeting, 
would be entitled to have his stock appraised if such action were taken.  
Such copy shall be directed to each such stockholder at his address as it 
appears on the stock book unless he shall have filed with the Secretary of 
the Corporation a written request that notices intended for him be mailed to 
some other address, in which case it shall be mailed to the address 
designated in such request.

	1.03    Quorum.  The presence, in person or by proxy, of the holders 
of record of forty percent of the stock outstanding and entitled to vote is 
requisite for and shall constitute a quorum for the transaction of business 
at all meetings of the stockholders, except as otherwise provided by law or 
by the Certificate of Incorporation or by these By-Laws.  In the absence of 
a quorum, the stockholders present in person or by proxy and entitled to vote 
shall have power to adjourn the meeting from time to time, to a designated 
time and place, without notice other than announcement at the meeting, until 
the requisite amount of stock shall be present, whereupon any business may be 
transacted which might have been transacted at the meeting as originally 
noticed.

	1.04    Voting.  At each meeting of stockholders, except as otherwise 
provided by statute, by the Certificate of Incorporation, or by these 
By-Laws, every holder of record of stock entitled to vote shall be entitled 
to one vote in person or by proxy for each share of such stock standing in 
his name on the books of the Corporation.  Each proxy to vote shall be in 
writing and signed by the stockholder or by his duly authorized attorney.  
Any stockholder entitled to vote may, on any question, demand a vote by 
ballot.

ARTICLE II - BOARD OF DIRECTORS
	2.01    Number.  The business and affairs of the Corporation shall 
be managed by its Board of Directors, consisting of not fewer than nine or 
more than twenty-seven directors, the exact number of directors to be 
determined from time to time by resolution adopted by the affirmative vote of 
a majority of the entire Board of Directors.  The directors shall be divided 
into there classes, designated Class I, Class II and Class III.  Each class 
shall consist, as nearly as may be possible, of one-third of the total number 
of directors constituting the entire Board of Directors.  If the number of 
directors is changed, any increase or decrease shall be apportioned among the 
classes so as to maintain the number of directors in each class as nearly 
equal as possible.

	2.02    Election.  At each annual meeting of stockholders, successors 
to the class of directors whose term expires at the annual meeting shall be 
elected by a plurality of the votes cast at such election to serve for a 
three-year term.  A director shall hold office until the annual meeting for 
the year in which his term expires and until his successor shall be elected 
and shall qualify, subject however, to prior death, resignation, retirement, 
disqualification or removal from office.   Each director shall be at least 
twenty-one years of age.  A director need not be a stockholder, a citizen of 
the United States or a resident of the State of New York.

	2.03    Vacancies.  New created directorships resulting from any 
increase in the authorized number of directors or vacancies on the Board of 
Directors resulting from death, resignation, retirement, disqualification, 
removal from office or any other cause shall be filled only by a majority of 
the remaining directors then in office, even if less than a quorum or by the 
sole remaining director.  

	2.04    First Meeting.  The newly elected Board of Directors may hold 
its first meeting for the purpose of organization and the transaction of 
business, if a quorum be present, immediately after each annual meeting of 
the stockholders and at the same place, and notice of such meeting need not 
be given.  Such first meeting may be held at any other time and place which 
may be specified in a notice given as hereinafter provided for special 
meetings of the Board of Directors or in a consent and waiver of notice 
thereof signed by all the directors.

	2.05    Chairman of the Board of Directors.  The Board of Directors 
shall at its first meeting after each annual meeting of stockholders elect 
from among its members a Chairman of the Board of Directors who may, but need 
not, also be an officer of the Corporation.  The Chairman of the Board shall 
preside at all meetings of the Board of Directors, unless he delegates this 
power to another director.

	2.06    Vice Chairmen of the Board of Directors.  The Board of 
Directors may elect from among its members one or more Vice Chairmen of the 
Board of Directors who may, but need not, be officers of the Corporation.  In 
the absence or inability of the Chairman of the Board a Vice Chairman (in the 
order of their election) shall preside at all meetings of the Board of 
Directors, unless the Chairman of the Board shall have delegated this power 
to another director.

	2.07    Regular Meetings.  Regular meetings of the Board of Directors 
may be held at such places and times as may be fixed from time to time by 
resolution of the Board of Directors.  Notice of the time and place of 
holding of regular meetings shall be given to each director at his residence 
or usual place of business by mail at least three days before the meeting or 
by telegram, cable, radiogram or personal service at least three days before 
the meeting.

	2.08    Special Meetings.  Special meetings of the Board of Directors 
may be called at any time either (a) by the Chairman of the Board of 
Directors, (b) by the Chief Executive Officer or (c) upon the written request 
of a majority of the directors, in which event the Secretary shall call such 
meeting.  Notice of the time and place of the holding of special meetings 
shall be given to each director at his residence or usual place of business 
at least three hours before the meeting by telegram, cable, radiogram, 
personal service or telephone.  Notice of a special meeting need not be given 
to any director who may waive such notice either in writing or by telegram, 
cable or radiogram. Except as otherwise provided by these By-Laws or unless 
otherwise stated in the notice thereof, any and all business may be 
transacted at any meeting without specification of such business in the 
notice.

	2.09    Place of Meeting.  The directors may hold their meetings, 
have one or more offices, and keep the books of the Corporation (except as 
may otherwise be provided by law), at any place as they may from time to time 
determine.

	2.10    Participation by Conference Telephone.  Any one or more 
members of the Board of Directors may participate in a meeting of such Board 
of Directors 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 constitute 
presence in person at a meeting.

	2.11    Quorum.  At all meetings of the Board of Directors the 
presence of a majority of the directors shall be necessary and sufficient t
o constitute a quorum for the transaction of business, and the act of a 
majority of the directors present at any meeting at which there is a quorum 
shall be the act of the Board of Directors.

	2.12    Removal.  Directors of any class of directors may be removed 
at any time for cause at any special meeting of stockholders by the 
affirmative vote of the holders of at least a majority of the shares entitled 
to vote at such meeting.  The Board of Directors may, at any time, with 
cause, remove any director.

	2.13    Powers of Directors.  The Board of Directors shall exercise 
all the powers of the Corporation, subject to the restrictions imposed by 
law, by the Certificate of Incorporation, or by these By-Laws.

	2.14    Compensation of Directors.  The Board of Directors may 
determine, from time to time, the amount of compensation which shall be paid 
to its outside (non-employee) members.  The Board of Directors shall also 
have power, in its discretion, to allow a fixed sum for attendance at each 
regular or special meeting of the Board of Directors, or of any Committee of 
the Board of Directors; in addition, the Board of Directors shall also have 
power, in its discretion, to provide for and pay to directors rendering 
services to the Corporation not ordinarily rendered by directors, as such, 
special compensation appropriate to the value of such services, as determined 
by the Board of Directors from time to time.

	2.15    Nominations of Board Members.  Only persons who are nominated 
in accordance with the procedures set forth in this Section 2.15 shall be 
eligible for election as directors.  Nominations of persons for election to 
the Board of Directors of the Corporation may be made at a meeting of 
stockholders (i) by or at the direction of the Board of Directors, or (ii) by 
any nominating committee or person appointed by the Board of Directors, or 
(iii) by any stockholder of the Corporation entitled to vote for the election 
of directors at the meeting who complies with the notice procedures set forth 
in this Section 2.15.  Such nominations, other than those made by or at the 
direction of the Board of Directors, shall be made pursuant to notice in 
writing to the Secretary of the Corporation, which 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, any notice of nomination by the stockholder must be so 
received not later than the close of business on the 10th day following the 
earlier of (i) the day on which such notice of the date of the meeting was 
mailed or (ii) the day on which such public disclosure was made.

	A stockholder's notice of nomination shall set forth (a) as to each 
person whom the stockholder proposes to nominate for election or reelection 
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 that are entitled to vote of the 
Corporation which are beneficially owned by such person and (iv) any other 
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 named in the proxy statement as a nominee and to serving as 
a director, if elected); and (b) as to the stockholder giving the notice (i) 
the name and address, as they appear on the Corporation's books, of such 
stockholder and (ii) the class and number of shares that are entitled to vote 
of the Corporation which are beneficially owned by such stockholder.  At the 
request of the Board of Directors any person nominated by the Board of 
Directors for election as a director shall furnish to the Secretary of the 
Corporation that information required to be set forth in a stockholder's 
notice of nomination which pertains to the nominee.  The Corporation may 
require any proposed nominee to furnish such other information as may 
reasonably be required by the Corporation to determine the eligibility of 
such proposed nominee to serve as director of the Corporation.

	No person shall be eligible for election as a director of the 
Corporation unless nominated in accordance with the procedures set forth in 
this Section 2.15.  The Chairman of the meeting shall, if the facts warrant, 
determine and declare to the meeting that a nomination was not made in 
accordance with the procedures prescribed by the By-Laws, and if he should so 
determine, he shall so declare to the meeting and the defective nomination 
shall be disregarded.

ARTICLE III - COMMITTEES
	3.01    Designation of Committees.  The Board of Directors, by 
resolution adopted by a majority of the whole Board of Directors, may 
designate one or more Committees consisting of three or more directors, as 
the Board of Directors by like resolution from time to time may determine.  
The Board of Directors shall have power at any time to fill vacancies in 
these Committees and to remove any member or members thereof either for or 
without cause.

	3.02    Powers of Committees.  All Committees established by the 
Board shall have only such power and authority as specifically delegated to 
it by the Board of Directors.

	3.03    Procedure; Meetings; Quorum.  All Committees shall keep 
regular minutes of their acts and proceedings and report the same to the 
Board of Directors and each Committee may meet at stated times without notice 
or on notice to all by one of their number.  A majority of each 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 Committee.

ARTICLE IV - OFFICERS
	4.01    Titles and Election.  The officers of the Corporation, who 
shall be chosen by the Board of Directors at its first meeting after each 
annual meeting of stockholders, shall not be limited in number, but shall 
include a Chief Executive Officer, a President, one or more Vice-Presidents, 
a Secretary and a Treasurer.  The Board of Directors may choose additional 
officers and agents as it shall deem necessary, and may define their powers 
and duties.  One person may hold any two offices except those of President 
and Secretary.  The Chief Executive Officer and the President shall be chosen 
from among the directors; the other officers need not be directors.

	4.02    Terms of Office.  The officers shall hold office until their 
successors are chosen and qualify.

	4.03    Removal.  Any officer may be removed, either with or without 
cause, at any time, by the affirmative vote of a majority of the Board of 
Directors.

	4.04    Resignations.  Any officer may resign at any time by giving 
written notice to the Board of Directors or to the Chief Executive Officer or 
to the Secretary.  Such resignation shall take effect at the time specified 
therein and, unless otherwise specified therein, the acceptance of such 
resignation shall not be necessary to make it effective.

	4.05    Vacancies.  If the office of any officer becomes vacant by 
reason of death, resignation, retirement, disqualification, removal from 
office, or otherwise, the directors may choose a successor, who shall hold 
office for the unexpired term in respect of which such vacancy occurred.

	4.06    Chief Executive Officer.  The Chief Executive Officer of the 
Corporation shall preside at all meetings of the stockholders, unless he 
delegates this power to another officer or director.  He shall exercise the 
powers and perform the duties usual to the chief executive officer and shall 
have general management and control of the affairs and business of the 
Corporation; he shall appoint and discharge employees and agents of the 
Corporation and fix their compensation; he shall see that all orders and 
resolutions of the Board of Directors are carried into effect; and shall do 
and perform such other duties as from time to time may be assigned to him by 
the Board of Directors.  He shall have the power to execute bonds, mortgages 
and other contracts, agreements and instruments of the Corporation.  Unless 
otherwise ordered by the Board of Directors, the Chief Executive Officer or 
another officer of the Corporation designated by the Chief Executive Officer, 
shall have full power and authority on behalf of the Corporation to attend 
and to act and to vote at any meetings of security holders of corporations in 
which the Corporation may hold securities, and at such meetings shall possess 
and may exercise any and all rights and powers incident to the ownership of 
such securities, and which, as the owner thereof, the Corporation might have 
possessed and exercised, if present.  The Board of Directors by resolution 
from time to time may confer like powers upon any other person or persons.

	4.07    President.  The President shall do and perform such duties as
from time to time may be assigned to him by the Board of Directors and the 
Chief Executive Officer and, in the absence or inability of the Chief 
Executive Officer, the President shall preside at all meetings of the 
stockholders unless the Chief Executive Officer shall have designated this 
power to another officer or director.  He shall have the power to execute 
bonds, mortgages and other contracts, agreements and instruments of the 
Corporation.

	4.08    Vice-Presidents.  The Board of Directors may elect one or 
more Vice-Presidents who shall perform such duties as the Chief Executive 
Officer or the President shall direct and as are incident to the office of 
Vice-President.

	4.09    Secretary.  The Secretary shall attend all sessions of the 
Board of Directors and all meetings of the stockholders and record all votes 
and the minutes of proceedings in a book to be kept for that purpose.  He 
shall give, or cause to be given, notice of all meetings of the stockholders 
and of the Board of Directors, and shall perform such other duties as may be 
prescribed by the Board of Directors.  The Secretary shall, when authorized 
by the Board of Directors, affix the corporate seal to any instrument 
requiring it, and when so affixed, it shall be attested by the signature of 
the Secretary or an Assistant Secretary or the Treasurer or an Assistant 
Treasurer any one of whom may affix the seal to any such instrument in the 
event of the absence or disability of the Secretary.

	4.10    Treasurer.  The Treasurer shall be responsible for disbursing 
the corporate funds as may be ordered by the Board of Directors, taking 
proper vouchers for such disbursements, and shall render to the Chief 
Executive Officer and directors, at the regular meetings of the Board of 
Directors, or whenever they may require it, an account of all his 
transactions as Treasurer.

	4.11    Duties of Officers May Be Delegated.  In case of the absence 
of any officer of the Corporation, or for any other reason that the Board of 
Directors may deem sufficient, the Board of Directors may delegate, for the 
time being, the powers or duties, or any of them, of such officer to any 
other officer, or to any director.

	4.12    Authorized Signatures.  Other than routine purchases and 
sales of products used in the normal operation of business of the 
Corporation, no one may sign any agreement obligating the Corporation, or 
any of its subsidiaries, except the Chief Executive Officer or the President 
or any of them may give such authority in writing to their designee or 
designees.

ARTICLE V - SEAL
	5.01    Corporate Seal.  The seal of the Corporation shall be in 
such form as shall be approved by the Board of Directors and may be altered 
from time to time at the discretion of the Board of Directors.

ARTICLE VI - CHECKS, DRAFTS, NOTES, ETC.
	6.01    Execution of Checks, Drafts, Notes, etc.  All checks, drafts, 
notes and other instruments or orders for the payment of money shall be 
signed by such officer or officers as the Board of Directors from time to 
time may designate.

ARTICLE VII - CERTIFICATES OF STOCK AND TRANSFER OF STOCK
	7.01    Certificates of Stock.  Certificates of stock shall be in 
such form as shall be approved by the Board of Directors, shall be entered 
in the books of the Corporation as they are issued and shall exhibit the 
holder's name.  Each certificate shall be signed by the Chairman of the 
Board, Chief Executive Officer, President or a Vice-President and by a 
Secretary or the Treasurer and sealed with the seal of the Corporation.  
Such seal may be a facsimile, engraved or printed.  Where any such 
certificate is signed by a transfer agent or transfer clerk and by a 
registrar, the signature of any such officers upon such certificate may be 
facsimiles, engraved or printed.  In case any such officer who has signed or 
whose facsimile signature has been placed upon such certificate shall have 
ceased to be such before such certificate is issued, it may be issued by the 
Corporation with the same effect as if such officer had not ceased to be such 
at the date of issue.

	7.02    Transfers of Stock.  Transfers of shares of stock shall be 
made only upon the books of the Corporation by the registered holder in 
person or by attorney, duly authorized and upon surrender of the certificate 
or certificates for such shares, properly assigned for transfer.

	7.03    Lost or Destroyed Stock Certificates.  Any person claiming a 
certificate of stock to be lost or destroyed shall make an affidavit or 
affirmation of the fact and shall give the Corporation a bond of indemnity in 
form and with one or more sureties satisfactory to the Board of Directors, 
sufficient to indemnify the Corporation against any claim that may be made 
against it on account of the alleged loss of any such certificate, whereupon 
a new certificate may be issued of the same tenor and for the same number of 
shares as the one alleged to be lost or destroyed.  In the issuing of said 
new certificate, the Corporation shall be entitled to treat the holder of 
record of any share or shares of stock as the holder in fact thereof, and 
accordingly, shall not be bound to recognize any equitable 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, save as expressly provided by 
the laws of the State of New York.


ARTICLE VIII - CLOSING TRANSFER BOOKS OR SETTING RECORD DATE
	8.01    Meetings of Stockholders.  The Board of Directors may 
prescribe a period not exceeding fifty days prior to the date of meetings of 
the stockholders during which no transfer of stock on the books of the 
Corporation may be made or, in lieu of prohibiting the transfer of stock, the 
Board of Directors may fix a time not more than fifty days prior to the date 
of any meeting of stockholders as the time as of which stockholders entitled 
to notice of and to vote at such meeting shall be determined, and all persons 
who are holders of record of voting stock at such time and no others shall be 
entitled to notice of and to vote at such meeting.

	8.02    Distributions.  The Board of Directors may fix a time not 
exceeding forty days preceding the date fixed for the payment of any dividend 
or the making of any distribution, or for the delivery of evidences of rights 
or evidences of interests arising out of any change or conversion or exchange 
of capital stock, as a record time for the determination of the stockholders 
entitled to receive any such dividend, distribution, right or interest, and 
in such case only stockholders of record at the time so fixed shall be 
entitled to receive such dividend, distribution, right or interest.  The 
Board of Directors at its option in lieu of so fixing a record time, may 
prescribe a period not exceeding forty days prior to the date for such 
payment, distribution or delivery during which no transfer of stock on the 
books of the Corporation may be made.

ARTICLE IX - AMENDMENT
	9.01    Amendment of By-Laws.  These By-Laws may be altered, amended 
or repealed at any regular or special meeting of the Board of Directors, by 
the affirmative vote of a majority of the whole Board of Directors, or at any 
regular or special meeting of the stockholders by the affirmative vote of 
the holders of a majority of the stock outstanding and entitled to vote 
thereon; provided that, in either case, notice of the proposed alteration, 
amendment or repeal shall have been stated in the notice of such meeting.  
Any By-Law made or amended by the Board of Directors may be altered or 
repealed by the stockholders.