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 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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