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                                                                    EXHIBIT 3(b)

                                    BY-LAWS

                                       OF

                            PAUL HARRIS STORES, INC.
                       (As Amended Through April 9, 1997)

                                   ARTICLE I

                            Meetings of Shareholders
                            ------------------------
                                        
          Section 1.1.  Annual Meetings.  Annual meetings of the shareholders of
the Corporation shall be held on the third Tuesday in June of each year, at such
hour and at such place within or without the State of Indiana as shall be
designated by the Board of Directors. In the absence of designation, the meeting
shall be held at the principal office of the Corporation at 9:00 a.m. (local
time).  The Board of Directors may, by resolution, change the date or time of
such annual meeting.  If the day fixed for any annual meeting of shareholders
shall fall on a legal holiday, then such annual meeting shall be held on the
first following business day that is not a legal holiday.

          Section 1.2.  Special Meetings.  A special meeting of the shareholders
of the Corporation may be called at any time by the Board of Directors or the
Chairman of the Board.  The Board of Directors or the Chairman of the Board, as
the case may be, calling a special meeting of shareholders shall set the date,
time and place of such meeting, which may be held within or without the State of
Indiana.

          Section 1.3.  Notices.  A written notice, stating the date, time, and
place of any meeting of the shareholders, and, in the case of a special meeting,
the purpose or purposes for which such meeting is called, shall be delivered or
mailed by the Secretary of the Corporation to each shareholder of record of the
Corporation entitled to notice of or to vote at such meeting no fewer than ten
(10) nor more than sixty (60) days before the date of the meeting. Notice of
shareholders' meetings, if mailed, shall be mailed, postage prepaid, to each
shareholder at his address shown in the Corporation's current record of
shareholders.

          Notice of a meeting of shareholders shall be given to shareholders not
entitled to vote, but only if a purpose for the meeting is to vote on any
amendment to the Articles of Incorporation, merger, or share exchange to which
the Corporation would be a party, sale of the Corporation's assets, dissolution
of the Corporation, or consideration of voting rights to be accorded to shares
acquired or to be acquired in a "control share acquisition" (as such term is
defined in the Indiana Business Corporation law).  Except as required by the
foregoing sentence or as otherwise required by the Indiana Business Corporation
Law or the Articles of Incorporation, notice of a meeting of shareholders is
required to be given only to shareholders entitled to vote at the meeting.

          A shareholder or his proxy may at any time waive notice of a meeting
if the waiver is in writing and is delivered to the Corporation for inclusion in
the minutes or filing with the Corporation's records.  A shareholder's
attendance at a meeting, whether in person or by
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proxy, (a) waives objection to lack of notice or defective notice of the
meeting, unless the shareholder or his proxy at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting, and (b)
waives objection to consideration of a particular matter at the meeting that is
not within the purpose or purposes described in the meeting notice, unless the
shareholder or his proxy objects to considering the matter when it is presented.
Each shareholder who has, in the manner above provided, waived notice or
objection to notice of a shareholders' meeting shall be conclusively presumed to
have been given due notice of such meeting, including the purpose or purposes
thereof.

          If an annual or special shareholders' meeting is adjourned to a
different date, time, or place, notice need not be given of the new date, time,
or place if the new date, time, or place is announced at the meeting before
adjournment, unless a new record date is or must be established for the
adjourned meeting.

          Section 1.4.  Voting.  Except as otherwise provided by the Indiana
Business Corporation law or the Articles of Incorporation, each share of the
Voting Common Stock of the Corporation that is outstanding at the record date
established for any annual or special meeting of shareholders and is outstanding
at the time of and represented in person or by proxy at the annual or special
meeting, shall entitle the record holder thereof, or his proxy, to one (1) vote
on each matter voted on at the meeting.  Each share of the Corporation's
Nonvoting Common Stock and Preferred Stock shall have any voting rights required
by the Indiana Business Corporation Law or the Articles of Incorporation,
including, for the nonvoting Common Stock, the Special Voting Rights set forth
in Article VI, Section 1.d. of the Articles of Incorporation.

          Section 1.5.  Quorum.  Unless the Articles of Incorporation or the
Indiana Business Corporation Law provide otherwise, at all meetings of
shareholders, a majority of the votes entitled to be cast on a matter,
represented in person or by proxy, constitutes a quorum for action on the
matter.  Action may be taken at a shareholders' meeting only on matters with
respect to which a quorum exists; provided, however, that any meeting of
shareholders, including annual and special meetings and any adjournments
thereof, may be adjourned to a later date although less than a quorum is
present.  Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

          Section 1.6.  Vote Required To Take Action.  If a quorum exists as to
a matter to be considered at a meeting of shareholders, action on such matter
(other than the election of Directors) is approved if the votes properly cast
favoring the action exceed the votes properly cast opposing the action, except
as the Articles of Incorporation or the Indiana Business Corporation Law require
a greater number of affirmative votes.  Directors shall be elected by a
plurality of the votes properly cast.

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          Section 1.7.  Record Date.  Only such persons shall be entitled to
notice of or to vote, in person or by proxy, at any shareholders' meeting as
shall appear as shareholders upon the books of the Corporation as of such record
date as the Board of Directors shall determine, which date may not be earlier
than the date seventy (70) days immediately preceding the meeting.  In the
absence of such determination, the record date shall be the fiftieth (50/th/)
day immediately preceding the date of such meeting.  Unless otherwise provided
by the Board of Directors, shareholders shall be determined as of the close of
business on the record date.

          Section 1.8.  Proxies.  A shareholder may vote his shares either in
person or by proxy.  A shareholder may appoint a proxy to vote or otherwise act
for the shareholder (including authorizing the proxy to receive, or to waive,
notice of any shareholders' meeting within the effective period of such proxy)
by signing an appointment form, either personally or by the shareholder's
attorney-in-fact.  An appointment of a proxy is effective when received by the
Secretary or other officer or agent authorized to tabulate votes and is
effective for eleven (11) months unless a longer period is expressly provided in
the appointment form. The proxy's authority may be limited to a particular
meeting or may be general and authorize the proxy to represent the shareholder
at any meeting of shareholders held within the time provided in the appointment
form.  Subject to the Indiana Business Corporation Law and to any express
limitation on the proxy's authority appearing on the face of the appointment
form, the Corporation is entitled to accept the proxy's vote or other action as
that of the shareholder making the appointment.

          Section 1.9.  Removal of Directors.  Any or all of the members of the
Board of Directors may be removed, with or without good cause, only at a meeting
of the shareholders called expressly for that purpose, by a vote of the holders
of outstanding shares representing at least fifty percent (50%) of the votes
then entitled to be cast at an election of Directors.

          Section 1.10.  Business of Shareholder Meetings.  At an annual meeting
of the shareholders, only such business shall be conducted as shall have been
properly brought before the meeting.  To be properly brought before an annual
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before the meeting by a
shareholder.  For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have the legal right and authority to make the
proposal for consideration at the meeting, and the shareholder must have given
timely notice thereof in writing to the Secretary of the Corporation.  To be
timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than sixty (60) days
prior to the meeting; provided, however, that in the event that less than
seventy (70) days notice or prior public disclosure of the date of the meeting
is given or made to shareholders (which notice or public disclosure shall
include the date of the annual meeting specified in these By-Laws, if such By-
Laws have been filed with the Securities and Exchange Commission and if the
annual meeting is held on such date), notice by the

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shareholder to be timely must be so received not later than the close of
business on the tenth (10/th/) day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure was made.  A
shareholder's notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and record
address of the shareholder proposing such business, (c) the class and number of
shares of the Corporation that are beneficially owned by the shareholder, and
(d) any material interest of the shareholder in such business.  Notwithstanding
anything in these By-Laws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this
Section 1.10.  The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting and in accordance with the provisions of this Section 1.10,
and if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.  At
any special meeting of the shareholders, only such business shall be conducted
as shall have been specified in the notice of meeting (or any supplement
thereto) or otherwise properly brought before the meeting by or at the direction
of the Board of Directors.

          Section 1.11.  Notice of Shareholder Nominees.  Only persons who are
nominated in accordance with the procedures set forth in this Section 1.11 shall
be eligible for election as Directors.  Nominations of persons for election to
the Board of Directors may be made at a meeting of shareholders by or at the
direction of the Board of Directors, by a Nominating Committee appointed by the
Board of Directors, or by any shareholder 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 1.11.  Such nominations, other than those
made by or at the direction of the Board of Directors shall be made pursuant to
timely notice in writing to the Secretary of the Corporation.  To be timely, a
shareholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than sixty (60) days
prior to the meeting; provided, however, that in the event that less than
seventy (70) days notice or prior public disclosure of the date of the meeting
is given or made to shareholders (which notice or public disclosure shall
include the date of the annual meeting specified in these By-Laws, if such By-
Laws have been filed with the Securities and Exchange Commission and if the
annual meeting is held on such date), notice by the shareholders to be timely
must be so received not later than the close of business on the tenth (10/th/)
day following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made.  Such shareholder's notice shall set forth
(a) as to each person whom the shareholder proposes to nominate for election or
re-election 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 of the Corporation that 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

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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 shareholder giving the
notice (i) the name and record address of such shareholder and (ii) the class
and number of shares of the Corporation that are beneficially owned by such
shareholder.  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 1.11.  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 these By-Laws, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.

                                   ARTICLE II

                                   Directors
                                   ---------
                                        
          Section 2.1.  Number, Terms and Qualifications.  The business and
affairs of the Corporation shall be managed under the direction of a Board of
Directors consisting of nine (9) directors.  The number of directors may be
hereafter increased to no more than twelve (12) or decreased to no fewer than
six (6), with the exact number specified from time to time by resolution adopted
by not less than a majority of the Directors then in office.

          The Directors shall be divided into three (3) groups, with each group
consisting of one-third (1/3) of the total Directors, as near as may be, and
shall be elected for a term expiring at the third succeeding annual meeting of
shareholders, such that the term of office of one group of Directors shall
expire each year.

          Despite the expiration of a Director's term, the Director shall
continue to serve until his successor is elected and qualified, or until the
earlier of his death, resignation, disqualification or removal, or until there
is a decrease in the number of Directors.  Any vacancy occurring in the Board of
Directors, from whatever cause arising, shall be filled by selection of a
successor by a majority vote of the remaining members of the Board of Directors
(although less than a quorum); provided, however, that if such vacancy or
vacancies leave the Board of Directors with no members or if the remaining
members of the Board are unable to agree upon a successor or determine not to
select a successor, such vacancy may be filled by a vote of the shareholders at
a special meeting called for that purpose or at the next annual meeting of
shareholders.  The term of a Director elected or selected to fill a vacancy
shall expire at the next following annual meeting of shareholders; and the
Director chosen to succeed the Director whose term then expires shall be elected
to a group, as specified at the time of election, as to make all groups as
nearly equal in number as possible.

          No director shall be elected or re-elected who would attain the age of
seventy (70) years before or during the term of office for which the director
seeks election.

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          Section 2.2.  Quorum and Vote Required To Take Action.  A majority of
the whole Board of Directors shall be necessary to constitute a quorum for the
transaction of any business, except the filling of vacancies.  If a quorum is
present when a vote is taken, the affirmative vote of a majority of the
Directors present shall be the act of the Board of Directors, unless the act of
a greater number is required by the Indiana Business Corporation law, the
Articles of Incorporation, or these By-Laws.

          Section 2.3.  Annual Meetings.  The Board of Directors shall meet
annually, without notice, immediately following the annual meeting of the
shareholders, for the purpose of transacting such business as properly may come
before the meeting.

          Section 2.4.  Other Meetings.  Other meetings of the Board of
Directors may be called by the Chairman of the Board upon request of any two (2)
members of the Board of Directors upon not less than twenty-four (24) hours'
notice given to each Director of the date, time, and place of the meeting, which
notice need not specify the purpose or purposes of the special meeting.  Such
notice may be communicated in person (either in writing or orally), by
telephone, telegraph, teletype, or other form of wire or wireless communication,
or by mail, and shall be effective at the earlier of the time of its receipt or,
if mailed, five (5) days after its mailing.  Notice of any meeting of the Board
may be waived in writing at any time if the waiver is signed by the Director
entitled to the notice and is filed with the minutes or corporate records.  A
Director's attendance at or participation in a meeting waives any required
notice to the Director of the meeting, unless the Director at the beginning of
the meeting (or promptly upon the Director's arrival) objects to holding the
meeting or transacting business at the meeting and does not thereafter vote for
or assent to action taken at the meeting.

          Section 2.5.  Written Consents.  Any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a meeting
if the action is taken by all members of the Board.  The action must be
evidenced by one (1) or more written consents describing the action taken,
signed by each Director, and included in the minutes or filed with the corporate
records reflecting the action taken.  Action taken under this Section 2.5 is
effective when the last Director signs the consent, unless the consent specifies
a different prior or subsequent effective date, in which cases the action is
effective on or as of the specified date.  A consent signed under this Section
2.5 shall have the same effect as a unanimous vote of all members of the Board
and may be described as such in any document.

          Section 2.6.  Participation by Conference Telephone.  The Board of
Directors may permit any or all Directors to participate in a regular or special
meeting by, or through the use of, any means of communication, such as
conference telephone, by which all Directors participating may simultaneously
hear each other during the meeting.  A Director participating in a meeting by
such means shall be deemed to be present in person at the meeting.

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          Section 2.7.  Committees.  The Board of Directors may create one (1)
or more committees and appoint members of the Board of Directors to serve on
them, by resolution of the board of Directors adopted by a majority of all the
Directors in office when the resolution is adopted.  Each committee may have one
(1) or more members, and all the members of a committee shall serve at the
pleasure of the Board of Directors.

          Section 2.8.  Compensation and Stock Option Committee.  The Board of
Directors shall appoint a Compensation and Stock Option Committee consisting of
at least two members of the Board.  Each member of this committee shall be a
"non-employee director" within the meaning of SEC Rule 16b-3 and an "outside
director" within the meaning of Section 162(m) of the Internal Revenue Code.
The committee is responsible for assuring that the officers and key management
personnel of the Corporation are effectively compensated in terms of salaries,
stock options, supplemental compensation, and benefits that are internally
equitable and externally competitive.  The committee shall review and recommend
to the Board compensation submitted by the President for all executive officers.
The committee, upon the recommendation of Corporation management, shall review
and approve the number of shares, price per share, and period of duration for
stock grants under any approved stock option plan. The committee shall review
annually the compensation and allowances for directors as recommended by
Corporation management.

          Section 2.9.  Audit and Finance Committee.  The Board of Directors
shall appoint an Audit and Finance Committee consisting of at least two (2)
members of the Board.  The committee shall have such responsibilities and powers
appropriate to the nature of said committee, including a review of the adequacy
of internal controls and other financial reporting matters and a review of the
annual audit prepared by the independent auditors.  The committee shall annually
recommend the appointment of the independent accountants.

          Section 2.10.  Nominating Committee.  The Board of Directors may
appoint a Nominating Committee consisting of at least two (2) members of the
Board.  The committee shall review and aid in attracting possible candidates for
the Board by determining the balance of expertise and composition of the Board
members.  The committee shall review management's slate of directors to be
elected by the shareholders at the Annual Meeting and recommend to the Board the
inclusion of the slate in the proxy statement.

          Section 2.11.  Limitations on Committees; Notice, Quorum and Voting.

          (a)  No committee may:

(1)       authorize dividends or other distributions, except a committee may
          authorize or approve a reacquisition of shares if done according to a
          formula or method prescribed by the Board of Directors;

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(2)  approve or propose to shareholders action that is required to be approved
     by shareholders;

(3)  fill vacancies on the Board of Directors or on any of its committees;

(4)  except as permitted under Section 2.11(a)(7) below, amend the Articles of
     Incorporation under IC 23-1-38-2;

(5)  adopt, amend, repeal, or waive provisions of these By-Laws;

(6)  approve a plan of merger not requiring shareholder approval; or

(7)  authorize or approve the issuance or sale or a contract for sale of shares,
     or determine the designation and relative rights, preferences, and
     limitations of a class or series of shares, except the Board of Directors
     may authorize a committee (or an executive officer of the Corporation
     designated by the Board of Directors) to take the action described in this
     Section 2.11(a)(7) within limits prescribed by the Board of Directors.

     (b)  Except to the extent inconsistent with the resolutions creating a
committee, Sections 2.1 through 2.6 of these By-Laws, which govern meetings,
action without meetings, notice and waiver of notice, quorum and voting
requirements, and telephone participation in meetings of the Board of Directors,
apply to each committee and its members as well.

                                  ARTICLE III

                                   Officers
                                   --------
                                        
     Section 3.1.  Designation, Selection and Terms. The officers of the
Corporation shall consist of the Chairman of the Board, the President, the
Secretary, and the Treasurer. The Board of Directors may also elect one or more
Executive Vice Presidents, Senior Vice Presidents, Corporate Vice Presidents,
and such other officers or assistant officers as it may from time to time
determine by resolution creating the office and defining the duties thereof. In
addition, the Chairman of the Board or the President may, by a certificate of
appointment creating the office and defining the duties thereof delivered to the
Secretary for inclusion with the corporate records, from time to time create and
appoint such Divisional Vice Presidents and assistant officers as they deem
desirable. The officers of the Corporation shall be elected by the Board of
Directors (or appointed by the Chairman of the Board or the President as
provided above) and need not be selected from among the members of the Board of
Directors, except for the Chairman of the Board and the President who shall be
members of the Board of Directors. Any two (2) or more offices may be held by
the same person. All officers shall serve at the pleasure of the Board of
Directors and, with respect to officers appointed by the Chairman of the Board
or the President, also at the pleasure of such officers. The election or
appointment of an officer does not itself create contract rights.



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     Section 3.2.  Removal.  The Board of Directors may remove any officer at
any time with or without cause. An officer appointed by the Chairman of the
Board or the President may also be removed at any time, with or without cause,
by either of such officers. Vacancies in such offices, however occurring, may be
filled by the Board of Directors at any meeting of the Board of Directors (or by
appointment by the Chairman of the Board or the President, to the extent
provided in Section 3.1 of these By-Laws).

     Section 3.3.  Chairman of the Board.  The Chairman of the Board shall be a
member of the Board of Directors. The Chairman of the Board shall be the chief
executive officer of the Corporation and shall: (a) have the responsibility for
the general management, control and supervision of all the affairs and business
of the Corporation; (b) perform all duties and have all powers which are
commonly incident to the office of chief executive officer or which from time to
time are delegated by the Board of Directors; (c) preside at all meetings of the
shareholders and of the Board of Directors; (d) have all authority and powers
necessary for the general supervision and direction of all of the other officers
and agents of the Corporation; and (e) have the power to call, subject to the
notice provisions in these By-Laws, meetings of the Board of Directors and
special meetings of the shareholders.

     Section 3.4.  President.  The President shall be the chief operating
officer of the Corporation, shall exercise the powers and perform the duties
that ordinarily appertain to that office and shall manage and operate the
business and affairs of the Corporation in conformity with the policies
established by the Board of Directors and by the Chairman of the Board, or as
may be provided for in these By-Laws. In connection with the performance of the
President's duties, the President shall keep the Chairman of the Board fully
informed as to all phases of the Corporation's activities. In the absence of the
Chairman of the Board, the President shall preside at meetings of the
shareholders and, if a director of the Corporation, at meetings of the Board of
Directors.

     Section 3.5.  Vice Presidents.  Each Executive Vice President, Senior Vice
President or Corporate Vice President shall have such powers and perform such
duties as the Board of Directors may, from time to time, prescribe and as the
Chairman of the Board or the President may, from time to time, delegate.
Divisional Vice Presidents shall be appointed by the Chairman of the Board or
the President as provided in Section 3.1 and shall have such powers and perform
such duties as the Chairman of the Board or the President may from time to time
delegate.

     Section 3.6.  Treasurer.  The Treasurer shall perform all of the duties
customary to that office, shall be the chief accounting officer of the
Corporation, and shall be responsible for maintaining the Corporation's
accounting books and records and preparing its financial statements, subject to
the supervision and direction of the Chairman of the Board and the President and
other superior officers within the Corporation.



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     Section 3.7.  Secretary.  The Secretary shall be the custodian of the
books, papers, and records of the Corporation and of its corporate seal, if any,
and shall be responsible for seeing that the Corporation maintains the records
required by the Indiana Business Corporation Law. The Secretary shall be
responsible for preparing minutes of the meetings of the shareholders and of the
Board of Directors and for authenticating records of the Corporation and shall
perform all of the other duties usual in the office of Secretary of a
corporation.

                                  ARTICLE IV

                           Execution of Instruments
                           ------------------------
                                        
     Section 4.1.  Execution of Instruments Generally.  All deeds, contracts,
and other instruments requiring execution by the Corporation may be signed by
the Chairman of the Board, the President or any Executive, Senior or Corporate
Vice President. Authority to sign any deed, contract, or other instrument
requiring execution by the Corporation may be conferred by the Board of
Directors upon any person or persons whether or not such person or persons be
officers of the Corporation. Such person or persons may delegate, from time to
time, by instrument in writing, all or any part of such authority to any other
person or persons if authorized to do so by the Board of Directors.

     Section 4.2.  Notes, Checks, Other Instruments.  All notes, drafts,
acceptances, checks, endorsements, and all evidences of indebtedness of the
Corporation whatsoever, shall be signed by such officer or officers or such
agent or agents of the Corporation and in such manner as the Board of Directors
from time to time may determine. Endorsements for deposit to the credit of the
Corporation in any of its duly authorized depositories shall be made in such
manner as the Board of Directors from time to time may determine.

     Section 4.3.  Proxies.  Proxies to vote with respect to shares of other
corporations owned by or standing in the name of the Corporation may be executed
and delivered from time to time on behalf of the Corporation by the Chairman of
the Board, the President or an Executive, Senior or Corporate Vice president or
by any other person or persons thereunto authorized by the Board of Directors.

                                   ARTICLE V

                                    Shares
                                    ------
                                        
     Section 5.1.  Execution.  Certificates for shares of the Corporation shall
be signed by the Chairman of the Board or the President and by the Secretary and
the seal of the Corporation (or a facsimile thereof), if any, may be thereto
affixed. Where any such certificate is also signed by a transfer agent or a
registrar, or both, the signatures of the officers of the Corporation may be
facsimiles. The Corporation may issue and deliver any



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such certificate notwithstanding that any such officer who shall have signed, or
whose facsimile signature shall have been imprinted on, such certificate shall
have ceased to be such officer.

     Section 5.2.  Contents.  Each certificate issued after the adoption of
these By-Laws shall state on its face the name of the Corporation and that it is
organized under the laws of the State of Indiana, the name of the person to whom
it is issued, and the number and class of shares and the designation of the
series, if any, the certificate represents, and shall state conspicuously on its
front or back that the Corporation will furnish the shareholder, upon his
written request and without charge, a summary of the designations, relative
rights, preferences, and limitations applicable to each class and the variations
in rights, preferences, and limitations determined for each series (and the
authority of the Board of Directors to determine variations for future series).

     Section 5.3.  Transfers.  Except as otherwise provided by law or by
resolution of the Board of Directors, transfers of shares of the Corporation
shall be made only on the books of the Corporation by the holder thereof, in
person or by duly authorized attorney, on payment of all taxes thereon and
surrender for cancellation of the certificate or certificates for such shares
(except as hereinafter provided in the case of loss, destruction, or mutilation
of certificates) properly endorsed by the holder thereof or accompanied by the
proper evidence of succession, assignment, or authority to transfer, and
delivered to the Secretary or an Assistant Secretary. The certificate shall also
bear all legends required by the Articles of Incorporation.

     Section 5.4.  Stock Transfer Records.  There shall be entered upon the
stock records of the Corporation the number of each certificate issued, the name
and address of the registered holder of such certificate, the number, kind, and
class of shares represented by such certificate, the date of issue, whether the
shares are originally issued or transferred, the registered holder from whom
transferred, and such other information as is commonly required to be shown by
such records. The stock records of the Corporation shall be kept at its
principal office, unless the Corporation appoints a transfer agent or registrar,
in which case the Corporation shall keep at its principal office a complete and
accurate shareholders' list giving the names and addresses of all shareholders
and the number and class of shares held by each. If a transfer agent is
appointed by the Corporation, shareholders shall give written notice of any
changes in their addresses from time to time to the transfer agent.

     Section 5.5.  Transfer Agents and Registrars.  The Board of Directors may
appoint one or more transfer agents and one or more registrars and may require
each stock certificate to bear the signature of either or both.

     Section 5.6.  Loss, Destruction, or Mutilation of Certificates.  The holder
of any shares of the Corporation shall immediately notify the Corporation of any
loss, destruction, or mutilation of the certificate therefor, and the Board of
Directors may, in its discretion, cause



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to be issued to him a new certificate or certificates of stock, upon the
surrender of the mutilated certificate, or, in the case of loss or destruction,
upon satisfactory proof of such loss or destruction.  The Board of Directors
may, in its discretion, require the holder of the lost or destroyed certificate
or his legal representative to give the Corporation a bond in such sum and in
such form, and with such surety or sureties as it may direct, to indemnify the
Corporation, its transfer agents, and registrars, if any, against any claim that
may be made against them or any of them with respect to the shares represented
by the certificate or certificates alleged to have been lost or destroyed, but
the Board of Directors may, in its discretion, refuse to issue a new certificate
or certificates, save upon the order of a court having jurisdiction in such
matters.

     Section 5.7.  Form of Certificates.  The form of the certificates for
shares of the Corporation shall conform to the requirements of Section 5.2 of
these By-Laws and be in such printed form as shall from time to time be approved
by resolution of the Board of Directors.

                                  ARTICLE VI

                                 Miscellaneous
                                 -------------
                                        
     Section 6.1.  Corporate Seal.  The corporate seal of the Corporation shall,
if the Corporation elects to have one, be in the form of a disc, with the words
"Paul Harris Stores, Inc." appearing about the upper periphery and the word
"SEAL" in the center.

     Section 6.2.  Indiana Business Corporation Law. The provisions of the
Indiana Business Corporation law, as amended, applicable to all matters relevant
to, but not specifically covered by, these By-Laws are hereby, by reference,
incorporated in and made a part of these By-Laws.

     Section 6.3.  Fiscal Year.  The fiscal year of the Corporation shall begin
on the first day of February in each year and end upon the last day of January
next succeeding; provided, however, that the fiscal year of the Corporation
shall end upon the Saturday closest to the last day of January in each year and
begin upon the Sunday next succeeding whenever January 31 shall not fall on a
Saturday.

     Section 6.4.  Amendments.  These By-Laws may be rescinded, changed, or
amended, and provisions hereof may be waived, at any meeting of the Board of
Directors by the affirmative vote of a majority of the entire number of
Directors at the time, except as otherwise required by the Articles of
Incorporation or by the Indiana Business Corporation Law.

     Section 6.5.  Definition of Articles of Incorporation. The term "Articles
of Incorporation" as used in these By-Laws means the Amended or Restated
Articles of Incorporation of the Corporation as from time to time are in
effect.


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