BY-LAWS

                                       OF

                            KMART HOLDING CORPORATION

                             A DELAWARE CORPORATION



                                    ARTICLE I

                             STOCKHOLDERS' MEETINGS



                  SECTION 1. PLACE OF MEETINGS. The annual meeting of

stockholders for the election of directors and all special meetings for that or

for any other purpose shall be held at such time and place, either within or

without the State of Delaware as may from time to time be designated by the

Board of Directors.



                  SECTION 2. ANNUAL MEETING. The annual meeting of stockholders

for the election of directors and for the transaction of any other business

authorized or required to be transacted by the stockholders, shall be held on

the fourth Tuesday in May in each year at nine o'clock A.M., or at such other

time as the Board of Directors may designate. Any annual meeting not held at the

time prescribed therefor may be held at any time thereafter to which said

meeting may be adjourned or for which it may be called.



                  SECTION 3. SPECIAL STOCKHOLDERS' MEETINGS. Special meetings of

stockholders other than those regulated by statute may be called by the Chairman

or Vice Chairman of the Board, by the President or the Chief Executive Office

(if one is designated), or by the Board of Directors, either by a Directors'

resolution or a written instrument signed by a majority of the Directors.



                  SECTION 4. NOTICE OF MEETINGS. Written notice of the time,

place and purposes of a meeting of stockholders shall be given not less than ten

(10) nor more than sixty (60) days before the date of the meeting, either

personally or by mail, to each stockholder of record entitled to vote at the

meeting. If mailed, such notice shall be deemed to be given when deposited in

the United States mail, addressed to the stockholder at his or her address as it

appears on the stock transfer books of the Corporation, with postage prepaid.



                  SECTION 5. QUORUM. At all meetings of stockholders, except

where it is otherwise provided by law, the holders of a majority of the

outstanding shares entitled to vote, being present in person or represented by

proxy, shall constitute a quorum for all purposes.



                  SECTION 6. INSPECTORS OF ELECTION. Prior to the annual meeting

of stockholders, the Board of Directors and in the absence of the Board of

Directors, the Chairman or Vice Chairman of the Board or the Chief Executive

Officer (if one is



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designated) or the President shall appoint one or more Inspectors of Election to

act as inspectors at such meeting and at any meeting of stockholders which may

be held during the ensuing year. It shall be the duty of Inspectors of Election

to receive and classify all proxies as received, and check same with the record

of stockholders entitled to vote at such meetings, to tabulate votes, and to

report to the chairman of the meeting the total number of shares represented at

the meeting in person or by proxy, and the result of the voting.



                  SECTION 7. VOTING. At all meetings of stockholders, every

stockholder of record as of the applicable record date shall be entitled to

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