Exhibit 3.2










                                     BY-LAWS

                                       OF



                             HEIN-WERNER CORPORATION
                            (a Wisconsin corporation)
























                               ARTICLE I.  OFFICES

        1.01.     Principal and Business Offices.  The principal office of
   the corporation shall be located in Waukesha, Wisconsin.  The corporation
   may have such other business offices, either within or without the State
   of Wisconsin, as the Board of Directors may designate or as the business
   of the corporation may require from time to time.

        1.02.     Registered Office.  The registered office of the
   corporation required by the Wisconsin Business Corporation Law to be
   maintained in the State of Wisconsin may be, but need not be, identical
   with the principal office in the State of Wisconsin, and the address of
   the registered office may be changed from time to time by the Board of
   Directors or by the registered agent.  The business office of the
   registered agent of the corporation shall be identical to such registered
   office.


                            ARTICLE II.  SHAREHOLDERS

        2.01.     Annual Meeting.  The annual meeting of the shareholders
   shall be held on the second Thursday in April in each year at 2:00 o'clock
   P.M., or at such other time and date within thirty days before or after
   said date as may be fixed by or under the authority of the Board of
   Directors, for the purpose of electing directors and for the transaction
   of such other business as may come before the meeting.  If the day fixed
   for the annual meeting shall be a legal holiday in the State of Wisconsin,
   such meeting shall be held on the next succeeding business day.  If the
   election of directors shall not be held on the day designated herein, or
   fixed as herein provided, for any annual meeting of the shareholders, or
   at any adjournment thereof, the Board of Directors shall cause the
   election to be held at a special meeting of the shareholders as soon
   thereafter as conveniently may be.

        2.02.     Special Meeting.  Special meetings of the shareholders, for
   any purpose or purposes, unless otherwise prescribed by statute, may be
   called by the President or the Board of Directors or by the person
   designated in the written request of the holders of not less than one-
   tenth of all shares of the corporation entitled to vote at the meeting.

        2.03.     Place of Meeting.  The Board of Directors may designate any
   place, either within or without the State of Wisconsin, as the place of
   meeting for any annual meeting or for any special meeting called by the
   Board of Directors. A waiver of notice signed by all shareholders entitled
   to vote at a meeting may designate any place, either within or without the
   State of Wisconsin, as the place for the holding of such meeting.  If no
   designation is made, or if a special meeting may otherwise be called, the
   place of meeting shall be the principal business office of the corporation
   in the State of Wisconsin or such other suitable place in the county of
   such principal office as may be designated by the person calling such
   meeting, but any meeting may be adjourned to reconvene at any place
   designated by vote of a majority of the shares represented thereat.

        2.04.     Notice of Meeting.  Written notice stating the place, day
   and hour of the meeting and, in case of a special meeting, the purpose or
   purposes for which the meeting is called, shall be delivered not less than
   ten days (unless a longer period is required by law or the Restated
   Articles of Incorporation) nor more than fifty days before the date of the
   meeting, either personally or by mail, by or at the direction of the
   President, or the Secretary, or other officer or persons calling the
   meeting, to each shareholder of record entitled to vote at such meeting. 
   If mailed, such notice shall be deemed to be delivered when deposited in
   the United States mail, addressed to the shareholder at his address as it
   appears on the stock record books of the corporation, with postage thereon
   prepaid.

        2.05.     Closing of Transfer Books or Fixing of Record Date.  For
   the purpose of determining shareholders entitled to notice of or to vote
   at any meeting of shareholders or any adjournment thereof, or shareholders
   entitled to receive payment of any dividend, or in order to make a
   determination of shareholders for any other proper purpose, the Board of
   Directors may provide that the stock transfer books shall be closed for a
   stated period but not to exceed, in any case, fifty days.  If the stock
   transfer books shall be closed for the purpose of determining shareholders
   entitled to notice of or to vote at a meeting of shareholders, such books
   shall be closed for at least ten days immediately preceding such meeting. 
   In lieu of closing the stock transfer books, the Board of Directors may
   fix in advance a date as the record date for any such determination of
   shareholders, such date in any case to be not more than seventy days and,
   in case of a meeting of shareholders, not less than ten days prior to the
   date on which the particular action, requiring such determination of
   shareholders, is to be taken.  If the stock transfer books are not closed
   and no record date is fixed for the determination of shareholders entitled
   to notice of or to vote at a meeting of shareholders, or shareholders
   entitled to receive payment of a dividend, the close of business on the
   date on which notice of the meeting is mailed or on the date on which the
   resolution of the Board of Directors declaring such dividend is adopted,
   as the case may be, shall be the record date for such determination of
   shareholders. When a determination of shareholders entitled to vote at any
   meeting of shareholders has been made as provided in this section, such
   determination shall be applied to any adjournment thereof except where the
   determination has been made through the closing of the stock transfer
   books and the stated period of closing has expired.

        2.06.     Voting Records.  The officer or agent having charge of the
   stock transfer books for shares of the corporation shall, before each
   meeting of shareholders, make a complete record of the shareholders
   entitled to vote at such meeting, or any adjournment thereof, with the
   address of and the number of shares held by each.  Such record shall be
   produced and kept open at the time and place of the meeting and shall be
   subject to the inspection of any shareholder during the whole time of the
   meeting for the purposes of the meeting.  The original stock transfer
   books shall be prima facie evidence as to who are the shareholders
   entitled to examine such record or transfer books or to vote at any
   meeting of shareholders.  Failure to comply with the requirements of this
   section shall not affect the validity of any action taken at such meeting.

        2.07.     Quorum.  Except as otherwise provided in the Restated
   Articles of Incorporation, a majority of the shares entitled to vote,
   represented in person or by proxy, shall constitute a quorum at a meeting
   of shareholders.  If a quorum is present, the affirmative vote of the
   majority of the shares represented at the meeting and entitled to vote on
   the subject matter shall be the act of the shareholders unless the vote of
   a greater number or voting by classes is required by law or the Restated
   Articles of Incorporation. Though less than a quorum of the outstanding
   shares are represented at a meeting, a majority of the shares so
   represented may adjourn the meeting from time to time without further
   notice.  At such adjourned meeting at which a quorum shall be present or
   represented, any business may be transacted which might have been
   transacted at the meeting as originally notified.

        2.08.     Conduct of Meeting.  The President, and in his absence, a
   Vice President in the order provided under Section 4.06, and in their
   absence, any person chosen by the shareholders present shall call the
   meeting of the shareholders to order and shall act as chairman of the
   meeting, and the Secretary of the corporation shall act as secretary of
   all meetings of the shareholders, but, in the absence of the Secretary,
   the presiding officer may appoint any other person to act as secretary of
   the meeting.

             2.09.     Proxies.  At all meetings of shareholders, a
   shareholder entitled to vote may vote in person or by proxy appointed in
   writing by the shareholder or by his duly authorized attorney in fact. 
   Such proxy shall be filed with the Secretary of the corporation before or
   at the time of the meeting.  Unless otherwise provided in the proxy, a
   proxy may be revoked at any time before it is voted, either by written
   notice filed with the Secretary or the acting secretary of the meeting or
   by oral notice given by the shareholder to the presiding officer during
   the meeting.  The presence of a shareholder who has filed his proxy shall
   not of itself constitute a revocation.  No proxy shall be valid after
   eleven months from the date of its execution, unless otherwise provided in
   the proxy.  The Board of Directors shall have the power and authority to
   make rules establishing presumptions as to the validity and sufficiency of
   proxies.

             2.10.     Voting of Shares.  Each outstanding share shall be
   entitled to one vote upon each matter submitted to a vote at a meeting of
   shareholders, except to the extent that the voting rights of the shares of
   any class or classes are enlarged, limited or denied by the Restated
   Articles of Incorporation.

             2.11.     Voting of Shares by Certain Holders.

             (a)  Other Corporations.  Shares standing in the name of another
        corporation may be voted either in person or by proxy, by the
        president of such corporation or any other officer appointed by such
        president.  A proxy executed by any principal officer of such other
        corporation or assistant thereto shall be conclusive evidence of the
        signer's authority to act, in the absence of express notice to this
        corporation, given in.writing to the Secretary of this corporation,
        of the designation of some other person by the board of directors or
        the by-laws of such other corporation.

             (b)  Legal Representatives and Fiduciaries. Shares held by any
        administrator, executor, guardian, conservator, trustee in
        bankruptcy, receiver, or assignee for creditors may be voted by him,
        either in person or by proxy, without a transfer of such shares into
        his name provided that there is filed with the Secretary before or at
        the time of meeting proper evidence of his incumbency and the number
        of shares held.  Shares standing in the name of a fiduciary may be
        voted by him, either in person or by proxy.  A proxy executed by a
        fiduciary, shall be conclusive evidence of the signer's authority to
        act, in the absence of express notice to this corporation, given in
        writing to the Secretary of this corporation, that such manner of
        voting is expressly prohibited or otherwise directed by the document
        creating the fiduciary relationship.

             (c)  Pledgees.  A shareholder whose shares are pledged shall be
        entitled to vote such shares until the shares have been transferred
        into the name of the pledgee, and thereafter the pledgee shall be
        entitled to vote the shares so transferred.

             (d)  Treasury Stock and Subsidiaries.  Neither treasury shares,
        nor shares held by another corporation if a majority of the shares
        entitled to vote for the election of directors of such other
        corporation is held by this corporation, shall be voted at any
        meeting or counted in determining the total number of outstanding
        shares entitled to vote, but shares of its own issue held by this
        corporation in a fiduciary capacity, or held by such other
        corporation in a fiduciary capacity, may be voted and shall be
        counted in determining the total number of outstanding shares
        entitled to vote.

             (e)  Minors.  Shares held by a minor may be voted by such minor
        in person or by proxy and no such vote shall be subject to
        disaffirmance or avoidance, unless prior to such vote the Secretary
        of the Corporation has received written notice or has actual
        knowledge that such shareholder is a minor.

             (f)  Incompetents and Spendthrifts.  Shares held by an
        incompetent or spendthrift may be voted by such incompetent or
        spendthrift in person or by proxy and no such vote shall be subject
        to disaffirmance or avoidance, unless prior to such vote the
        Secretary of the corporation has been adjudicated an incompetent or
        spendthrift or actual knowledge of filing of judicial proceedings for
        appointment of a guardian.

             (g)  Joint Tenants.  Shares registered in the names of two or
        more individuals who are named in the registration as joint tenants
        may be voted in person or by proxy signed by any one or more such
        individuals if either (i) no other such individual or his legal
        representative is present and claims the right to participate in the
        voting of such shares or prior to the vote filed with the Secretary
        of the corporation a contrary written voting authorization or
        direction or written denial of authority of the individual present or
        signing the proxy proposed to be voted or (ii) all such other
        individuals are deceased and the Secretary of the corporation has no
        actual knowledge that the survivor has been adjudicated not to be the
        successor to the interests of those deceased.

             2.12.     Waiver of Notice by Shareholders.  Whenever any notice
   whatever is required to be given to any shareholder of the corporation
   under the Restated Articles of Incorporation or By-laws or any provision
   of law, a waiver thereof in writing, signed at any time, whether before or
   after the time of meeting, by the shareholder entitled to such notice,
   shall be deemed equivalent to the giving of such notice; provided that
   such waiver in respect to any matter of which notice is required under any
   provision of the Wisconsin Business Corporation Law, shall contain the
   same information as would have been required to be included in such
   notice, excePt the time and place of meeting.

             2.13.     Unanimous Consent without Meeting.  Any action
   required or permitted by the Restated Articles of Incorporation or By-laws
   or any provision of law to be taken at a meeting of the shareholders, may
   be taken without a meeting if a consent in writing, setting forth the
   action so taken, shall be signed by all of the shareholders entitled to
   vote with respect to the subject matter thereof.


                        ARTICLE III.  BOARD OF DIRECTORS

             3.01.     General Powers, Classification and Number. The
   business and affairs of the corporation shall be managed by its Board of
   Directors.  The number of directors of the corporation shall be six.

             At the 1978 annual meeting of shareholders, the directors of the
   first class shall be elected for a term to expire at the first annual
   meeting of shareholders after their election, the directors of the second
   class shall be elected for a term to expire at the second annual meeting
   of shareholders after their election, and the directors of the third class
   shall be elected for a term to expire at the third annual meeting of
   shareholders after their election. At each annual meeting of shareholders
   the successors to the class of directors whose terms shall expire at the
   time of such annual meeting shall be elected to hold office until the
   third succeeding annual meeting of shareholders.

             Each director shall hold office for the term for which he is
   elected and until his successor is elected and qualified or until his
   prior death, resignation or removal. A director may resign at any time by
   filing his written resignation with the Secretary of the corporation.

             3.02.     Tenure and Qualifications.  Directors shall be
   shareholders of the corporation.  No director will stand for re-election
   as a director who has attained age 72 on or before the annual meeting of
   shareholders.  A director who is an officer of the corporation and who
   shall retire or otherwise terminate employment as such officer shall
   automatically be retired as a director of the corporation and thereafter
   shall not be eligible for reelection as a director, unless his continued
   service as a director is approved by the number of directors specified in
   Article IX of the Restated Articles of Incorporation.

             3.03.     Regular Meetings.  A regular meeting of the Board of
   Directors shall be held without other notice than this By-Law immediately
   after the annual meeting of share-holders, and each adjourned session
   thereof.  The place of such regular meeting shall be the same as the place
   of the meeting of shareholders which precedes it, or such other suitable
   place as may be announced at such meeting of shareholders.  The Board of
   Directors may provide, by resolution, the time and place, either within or
   without the State of Wisconsin, for the holding of additional regular
   meetings without other notice than such resolution.

             3.04.     Special Meetings.  Special meetings of the Board of
   Directors may be called by or at the request of the President, Secretary
   or any two directors.  The person or persons calling any special meeting
   of the Board of Directors may fix any place, either within or without the
   State of Wisconsin, as the place for holding any special meeting of the
   Board of Directors called by them, and if no other place is fixed the
   place of meeting shall be the principal business office of the corporation
   in the State of Wisconsin.

             3.05.     Notice: Waiver.  Notice of each meeting of the Board
   of Directors (unless otherwise provided in or pursuant to Section 3.03)
   shall be given to each director not less than 48 hours prior to the
   meeting by giving oral, telephone or written notice to a director in
   person, or by telegram of not not less than four days prior to a meeting
   by delivering or mailing written notice to the business address or such
   other address as a director shall have designated in writing filed with
   the Secretary.  If mailed, such notice shall be deemed to be delivered
   when deposited in the United States mail so addressed, with postage
   thereon prepaid.  If notice be given by telegram, such notice shall be
   deemed to be delivered when the telegram is delivered to the telegraph
   company.  Whenever any notice whatever is required to be given to any
   director of the corporation under the Restated Articles of Incorporation
   or By-laws or any provision of law, a waiver thereof in writing, signed at
   any time, whether before or after the time of meeting, by the director
   entitled to such notice, shall be deemed equivalent to the giving of such
   notice.  The attendance of a director at a meeting shall constitute a
   waiver of notice of such meeting, except where a director attends a
   meeting and objects thereat to the transaction of any business because the
   meeting is not lawfully called or convened.  Neither the business to be
   transacted at, nor the purpose of, any regular or special meeting of the
   Board of Directors need be specified in the notice of waiver of notice of
   such meeting.

             3.06.     Quorum.  Except as otherwise provided by law or by the
   Restated Articles of Incorporation or these By-laws, a majority of the
   number of directors as provided in Section 3.01 shall constitute a quorum
   for the transaction of business at any Meeting of the Board of Directors,
   but a majority of the directors present (though less than such quorum) may
   adjourn the meeting from time to time without further notice.

             3.07.     Manner of Acting.  The act of the majority of the
   directors present at a meeting at which a quorum is present shall be the
   act of the Board of Directors, unless the act of a greater number is
   required by law or by the Restated Articles of Incorporation or these By-
   laws.

             3.08.     Conduct of Meetings.  The President, and in his
   absence, a Vice-President in the order provided under Section 4.06, and in
   their absence, any director chosen by the directors present, shall call
   meetings of the Board of Directors to order and shall act as chairman of
   the meeting. The Secretary of the Board of Directors, but in the absence
   of the Secretary, the presiding officer may appoint any Assistant
   Secretary or any director or other person present to act as secretary of
   the meeting.

             3.09.     Vacancies.  If the office of any director or directors
   becomes vacant for any reason, the vacancy shall be filled as provided for
   in the Restated Articles of Incorporation.

             3.10.     Compensation.  The Board of Directors, by affirmative
   vote of a majority of the directors then in office, and irrespective of
   any personal interest of any of its members, may establish reasonable
   compensation of all directors for services to the corporation as
   directors, or may delegate such authority to an appropriate committee. The
   Board of Directors shall establish the compensation of the President, who
   shall have the authority under Section 4.05 to establish the compensation,
   exclusive of the benefits hereinafter referred to in this Section 3.10, of
   the other officers, employees and agents of the corporation.  The Board of
   Directors also shall have authority to provide for or to delegate
   authority to an appropriate committee to provide for reasonable pensions,
   disability or death benefits, and other benefits or payments, to
   directors, officers and employees and.to their estates, families,
   dependents or beneficiaries on account of prior services rendered by such
   directors, officers and employees to the corporation.

             3.11.     Presumption of Assent.  A director of the corporation
   who is present at a meeting of the Board of Directors or committee thereof
   of which he is a member at which action on any corporate matter is taken
   shall be presumed to have assented to the action taken unless his dissent
   shall be entered in the minutes of the meeting or unless he shall file his
   written dissent to such action with the person acting as the secretary of
   the meeting before the adjournment thereof or shall forward such dissent
   by registered mail to the Secretary of the corporation immediately after
   the adjournment of the meeting.  Such right to dissent shall not apply to
   a director who voted in favor of such action.

             3.12.     Committees.  The Board of Directors by resolution
   adopted by the affirmative vote of a majority of the number of directors
   as provided in Section 3.01 may designate one or more committees, each
   committee to consist of three or more directors elected by the Board of
   Directors, which to the extent provided in said resolution as initially
   adopted, and as thereafter supplemented or amended by further resolution
   adopted by a like vote, shall have and may exercise, when the Board of
   Directors is not in session, the powers of the Board of Directors in the
   management of the business and affairs of the corporation, except action
   in respect to dividends to shareholders, election of the principal
   officers or the filing of vacancies in the Board of Directors or
   committees created pursuant to this section.  The Board of Directors may
   elect one or more of its members as alternate members of any such
   committee who may take the place of any absent member or members at any
   meeting of such committee, upon request by the President or upon request
   by the chairman of such meeting.  Each such committee shall fix its own
   rules governing the conduct of its activities and shall make such reports
   to the Board of Directors of its activities as the Board of Directors may
   request.

             3.13.     Unanimous Consent Without Meeting.  Any action
   required or permitted by the Restated Articles of Incorporation or By-laws
   or any provision of law to be taken by the Board of Directors at a meeting
   or by resolution may be taken without a meeting if a consent in writing,
   setting forth the action so taken, shall be signed by all of the directors
   then in office.

                              ARTICLE IV.  OFFICERS

             4.01.     Number.  The principal officers of the corporation
   shall be a President, Vice-Presidents, a Secretary, and a Treasurer, each
   of whom shall be elected by the Board of Directors.  Such other officers
   and assistant officers as may be deemed necessary may be elected or
   appointed by the Board of Directors.  Any two or more offices may be held
   by the same person, except the offices of President and Secretary and the
   offices of President and Vice President.

             4.02.     Election and Term of Office.  The officers of the
   corporation to be elected by the Board of Directors shall be elected
   annually by the Board of Directors at the first meeting of the Board of
   Directors held after each annual meeting of the shareholders.  If the
   election of officers shall not be held at such meeting, such election
   shall be held as soon thereafter as conveniently may be. Each officer
   shall hold office until his successor shall have been duly elected or
   until his prior death, resignation or removal.

             4.03.     Removal.  Any officer or agent may be removed by the
   Board of Directors whenever in its judgment the best interests of the
   corporation will be served thereby, but such removal shall be without
   prejudice to the contract rights, if any, of the person so removed. 
   Election or appointment shall not of itself create contract rights.

                  4.04.  Vacancies.  A vacancy in any principal office
   because of death, resignation, removal, disqualification or otherwise,
   shall be filled by the Board of Directors for the unexpired portion of the
   term.

                  4.05.     President.  The President shall be the principal
   executive offIcer of the corporation and, subject to the control of the
   Board of Directors, shall in general supervise and control all of the
   business and affairs of the corporation.  He shall, when present, preside
   at all meetings of the shareholders and of the Board of Directors.  He
   shall have authority, subject to such rules as may be prescribed by the
   Board of Directors, to appoint such employees and agents of the
   corporation as he shall deem necessary, to prescribe their powers, and
   duties and to delegate authority to them.  The President shall establish
   the compensation, exclusive of certain benefits provided by the Board of
   Directors under Section 3.10, of the other officers, employees and agents
   of the corporation.  Such employees and agents shall hold office at the
   discretion of the President.  He shall have authority to sign, execute and
   acknowledge, on behalf of the corporation, all deeds, mortgages, bonds,
   stock certificates, contracts, leases, reports and all other documents or
   instruments necessary or proper to be executed in the course of the
   corporation's regular business, or which shall be authorized by resolution
   of the Board of Directors; and, except as otherwise provided by law or the
   Board of Directors, he may authorize any Vice President or other officer
   or agent of the corporation to assign, execute and acknowledge such
   documents or instruments in his place and stead.  In general he shall
   perform all duties incident to the office of president and such other
   duties as may be prescribed by the Board of Directors from time to time.

            4.06.  The Vice Presidents.  In the absence of the President or
   in the event of his death, inability or refusal to act, or in the event
   for any reason it shall be impracticable for the President to act
   personally, the Vice-President (or in the event there be more than one
   Vice-President, the Vice-Presidents in the order designated by the Board
   of Directors, or in the absence of any designation, then in the order of
   their election) shall perform the duties of the President, and when so
   acting, shall have all the powers of and be subject to all the
   restrictions upon the President.  Any Vice-President may sign, with the
   Secretary or Assistant Secretary, certificates for shares of the
   corporation; and shall perform such other duties and have such authority
   as from time to time may be delegated or assigned to him by the President
   or by the Board of Directors.  The execution of any instrument of the
   corporation by any Vice-President shall be conclusive evidence, as to
   third parties, of his authority to act in the stead of the President.

             4.07.     The Secretary.  The Secretary shall: (a) keep the
   minutes of the meetings of the shareholders and of the Board of Directors
   in one or more books provided for that purpose; (b) see that all notices
   are duly given in accordance with the provisions of these By-laws or as
   required by law; (c) be custodian of the corporate records and of the seal
   of the corportion and see that the seal of the corporation is affixed to
   all documents the execution of which on behalf of the corporation under
   its seal is duly authorized; (d) keep or arrange for the keeping of a
   register of the post office address of each shareholder which shall be
   furnished to the Secretary by such shareholder; (e) sign with the
   President, or a Vice President, certificates for shares of the
   corporation, the issuance of which shall have been authorized by
   resolution of the Board of Directors; (f) have general charge of the stock
   transfer books of the corporation; and (g) in general perform all duties
   incident to the office of Secretary and have such other duties and
   exercise such authority as from time to time may be delegated or assigned
   to him by the President or by the Board of Directors.

             4.08.     The Treasurer.  The Treasurer shall: (a) have charge
   and custody of and be responsible for all funds and securities of the
   corporation; (b) receive and give receipts for moneys due and payable to
   the corporation from any source whatsoever, and deposit all such moneys in
   the name of the corporation in such banks, trust companies or other
   depositaries as shall be selected in accordance with the provisions of
   Section 5.04; and (c) in general perform all of the duties incident to the
   office of Treasurer and have such other duties and exercise such other
   authority as from time to time may be delegated or assigned to him by the
   President or by the Board of Directors.  If required by the Board of
   Directors, the Treasurer shall give a bond for the faithful discharge of
   his duties in such sum and with such surety or sureties as the Board of
   Directors shall determine.

             4.09.  Assistant Secretaries and Assistant Treasurers. There
   shall be such number of Assistant Secretaries and Assistant Treasurers as
   the Board of Directors may from time to time authorize.  The Assistant
   Secretaries may sign with the President or a Vice-President certificates
   for shares of the corporation the issuance of which shall have been
   authorized by-a resolution of the Board of Directors.  The Assistant
   Treasurers shall respectively, if required by the Board of Directors, give
   bonds for the faithful discharge of their duties in such sums and with
   such sureties as the Board of Directors shall determine.  The Assistant
   Secretaries and Assistant Treasurers, in general, shall perform such
   duties and have such authority as shall from time to time be delegated or
   assigned to them by the Secretary or the Treasurer, respectively, or by
   the President or the Board of Directors.

        4.10.     Other Assistants and Acting Officers.  The Board of
   Directors shall have the power to appoint any person to act as assistant
   to any officer, or as agent for the corporation in his stead, or to
   perform the duties of such officer whenever for any reason it is
   impracticable for such officer to act personally, and such assistant or
   acting officer or other agent so appointed by the Board of Directors shall
   have the power to Perform all the duties of the office to which he is so
   appointed to be assistant, or as to which he is so appointed to act,
   except as such power may be otherwise defined or restricted by the Board
   of Directors.

             ARTICLE V.  CONTRACTS, LOANS, CHECKS
             AID DEPOSITS; SPECIAL CORPORATE ACTS

        5.01.     Contracts.  The Board of Directors may authorize any
   officer or officers, agent or agents, to enter into any contract or
   execute or deliver any instrument in the name of and on behalf of the
   corporation, and such authorization may be general or confined to specific
   instances.  In the absence of other designation, all deeds, mortgages and
   instruments of assignment or pledge made by the corporation shall be
   executed in the name of the corporation by the President or one of the
   Vice-Presidents and by the Secretary, an Assistant Secretary, the
   Treasurer or an Assistant Treasurer; the Secretary or an Assistant
   Secretary, when necessary or required, shall affix the corporate seal
   thereto; and when so executed no other party to such instrument or any
   third party shall be required to make any inquiry into the authority of
   the signing officer or officers.

        5.02.     Loans.  No indebtedness for borrowed money shall be
   contracted on behalf of the corporation and no evidences of such
   indebtedness shall. be issued in its name unless authorized by or under
   the authority or a resolution of the Board of Directors.  Such
   authorization may be general or confined to specific instances.

        5.03.     Checks, Drafts, etc.  All checks, drafts or other orders
   for the payment of money, notes or other evidences of indebtedness issued
   in the name of the corporation, shall be signed by such officer or
   officers, agent or agents of the corporation and in such manner as shall
   from time to time be determined by or under the authority of a resolution
   of the Board of Directors.

        5.04.     Deposits.  All funds of the corporation not otherwise
   employed shall be deposited from time to time to the credit of the
   corporation in such banks, trust companies or other depositaries as may be
   selected by or under the authority of a resolution of the Board of
   Directors.

        5.05.     Voting of Securities Owned by this Corporation.  Subject
   always to the specific directions of the Board Directors, (a) any shares
   or other securities issued by any other corporation and owned or
   controlled by this corporation may be voted at any meeting of security
   holders of such other corporation by the President of this corporation if
   he be present, or in his absence by any Vice President of this corporation
   who may be present, and (b) whenever, in the judgment of the President, or
   on his absence by any Vice President, it is desirable for this corporation
   to execute a proxy or written consent in respect to any shares or other
   securities issued by any other corporation and owned by this corporation,
   such proxy or consent shall be executed in the name of this corporation by
   the President or one of the Vice Presidents of this corporation without
   necessity of any authorization by the Board of Directors, affixation of
   corporate seal or countersignature or attestation by another officer.  Any
   person or persons designated in the manner above stated as the proxy or
   proxies of this corporation shall have full right, power and authority to
   vote the shares or other securities issued by such other corporation and
   owned by this corporation the same as such shares or other securities
   might be voted by this corporation.

             ARTICLE VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

        6.01.     Certificates for Shares.  Certificates representing shares
   of the corporation shall be in such form, consistent with law, as shall be
   determined by the Board of Directors.  Such certificates shall be signed
   by the President or a Vice-President and by the Secretary or an Assistant
   Secretary.  All certificates for shares shall be consecutively numbered or
   otherwise identified.  The name and address of the person to whom the
   shares represented thereby are issued, with the number of shares and date
   of issue, shall be entered on the stock transfer books of the corporation. 
   All certificates surrendered to the corporation for transfer shall be
   canceled and no new certificate shall be issued until the former
   certificate for a like number of shares shall have been surrendered and
   canceled, except as provided in Section 6.06.

        6.02.     Facsimile Signatures and Seal.  The seal of the corporation
   on any certificate for snares may be a facsimile.  The signatures of the
   President or Vice President and the Secretary or Assistant Secretary upon
   a certificate may be facsimiles if the certificate is manually signed on
   behalf of a transfer agent, or a registrar, other than the corporation
   itself or an employee of the corporation.

        6.03.     Signature by Former Officers.  In case any officer, who has
   signed or whose facsimile signature has been placed upon any certificate
   for shares, shall have ceased to be such officer before such certificate
   is issued, it may be issued by the corporation with the same effect as if
   he were such officer at the date of its issue.

        6.04.     Transfer of Shares.  Prior to due presentment of a
   certificate for shares for registration of transfer the corporation may
   treat the registered owner of such shares as the person exclusively
   entitled to vote, to receive notifications and otherwise to have and
   exercise all the rights and power of an owner.  Where a certificate for
   shares is presented to the corporation with a request to register for
   transfer, the corporation shall not be liable to the owner or any other
   person suffering loss as a result of such registration of transfer if (a)
   there were on or with the certificate the necessary endorsements, and (b)
   the corporation had no duty to inquire into adverse claims or has
   discharged any such duty.  The corporation may require reasonable
   assurance that said endorsements are genuine and effective and compliance
   with such other regulations as may be prescribed by or under the authority
   of the Board of Directors.

        6.05.     Restrictions on Transfer.  The face or reverse side of each
   certificate representing shares shall bear a conspicuous notation of any
   restriction imposed by the corporation upon the transfer of such shares.

        6.06.     Lost, Destroyed or Stolen Certificates. Where the owner
   claims that his certificate for shares has been lost, destroyed or
   wrongfully taken, a new certificate shall be issued in place thereof if
   the owner (a) so requests before the corporation has notice that such
   shares have been acquired by a bona fide purchaser, and (b) files with the
   corporation a sufficient indemnity bond, and (c) satisfies such other
   reasonable requirements as may be prescribed by or under the authority of
   the Board of Directors.

        6.07.     Consideration for Shares.  The shares of the corporation
   may be issued for such consideration as shall be fixed from time to time
   by the Board of Directors, provided that any shares having a par value
   shall not be issued for a consideration less than the par value thereof. 
   The consideration to be paid for shares may be paid in whole or in part,
   in money, in other property, tangible or intangible, or in labor or
   services actually performed for the corporation. When payment of the
   consideration for which shares are to be issued shall have been received
   by the corporation, such shares shall be deemed to be fully paid and
   nonassessable by the corporation.  No certificate shall be issued for any
   share until such share is fully paid.

        6.08.     Stock Regulations.  The Board of Directors shall have the
   power and authority to make all such further rules and regulations not
   inconsistent with the statutes of the State of Wisconsin as it may deem
   expedient concerning the issue, transfer and registration of certificates
   representing shares of the corporation.

                               ARTICLE VII.  SEAL

        7.01.     The Board of Directors shall provide a corporate seal which
   shall be circular in form and shall have inscribed thereon the name of the
   corporation and the state of incorporation and the words, "Corporate
   Seal".

                         ARTICLE VIII.  INDEMNIFICATION

        8.01.     Certain Definitions.  All capitalized terms used in this
   Article VIII and not otherwise hereinafter defined in this Section 8.01
   shall have the meaning set forth in Section 180.042 of the Statute.  The
   following capitalized terms (including any plural forms thereof) used in
   this Article VIII shall be defined as follows:

        (a) "Affiliate" shall include, without limitation, any corporation,
   partnership, joint venture, employee benefit plan, trust or other
   enterprise that directly or indirectly through one or more intermediaries,
   controls or is controlled by, or is under common control with, the
   corporation.

        (b)  "Authority" shall mean the entity selected by the Director or
   Officer to determine his or her right to indemnification pursuant to
   Section 8.04.

        (c)  "Board" shall mean the entire then elected and serving board of
   directors of the corporation, including all members thereof who are
   parties to the subject proceeding or any related proceeding.

        (d)  "Breach of Duty" shall mean the Director or Officer breached or
   failed to perform his or her duties to the corporation and his or her
   breach of or failure to perform those duties is determined, in accordance
   with Section 8.04, to constitute misconduct under Section 180.044(2) (a)
   l, 2, 3 or 4 of this Statute.

        (e)  "Corporation," as used herein and as defined in the Statute and
   incorporated by reference into the definitions of certain other
   capitalized terms used herein, shall mean this corporation, including,
   without limitation, any successor corporation or entity to this
   corporation by way of merger, consolidation or acquisition of all or
   substantially all of the capital stock or assets of this corporation.

        (f)  "Director or Officer" shall have the meaning set forth in the
   Statute; provided, that, for purposes of this Article VIII, it shall be
   conclusively presumed that any Director or Officer serving as a director,
   officer, partner, trustee, member of any governing or decision-making
   committee, employee or agent of an Affiliate shall be so serving to the
   request of the corporation.

        (g)  "Disinterested Quorum" shall mean a quorum of the Board who are
   not parties to the subject proceeding or any related proceeding.

        (h)  "Party" shall have the meaning set forth in the Statute;
   provided, that, for purposes of this Article VIII the term "Party" shall
   also include any Director or Officer who is or was witness in a preceeding
   at a time when he or she has not otherwise been formally named a party
   thereto.

        (i) "Proceeding" shall have the meaning set forth in the Statute;
   provided, that, for purposes of this Article VIII, the term "Proceeding"
   shall also include all Proceedings (i) brought under (in whole or in part)
   the Securities Act of 1933, as amended, the Securities Exchange Act of
   1934, as amended, their respective state counterparts, and/or any rule or
   regulation promulgated under any of the foregoing;  (ii) brought before an
   Authority or otherwise to enforce rights hereunder; (iii) any appeal from
   a Proceeding; and (iv) any Proceeding in which the Director or Officer is
   a plaintiff or petitioner because he or she is a Director or Officer;
   provided, however, that such Proceeding is authorized by a majority vote
   of a Disinterested Quorum.

        (j)  "Statute" shall mean Sections 180.042 through 180.059,
   inclusive, of the Wisconsin Business Corporation Law, Chapter 180 of the
   Wisconsin Statutes, as the same shall then be in effect, including any
   amendments thereto, but, in the case of any such amendment, only to the
   extent such amendment permits or requires the corporation to provide
   broader indemnification rights than the Statute permitted or required the
   corporation to provide prior to such amendment.

        8.02.     Mandatory Indemnification.  To the fullest extent permitted
   or required by the Statute, the corporation shall indemnify a Director or
   Officer against all liabilities incurred by or on behalf of such Director
   or Officer in connection with a proceeding in which the Director or
   Officer is a party because he or she is a Director or Officer.

        8.03.  Procedure Requirements.

        (a)  A Director or Officer who seeks indemnification under Section
   8.02 shall make a written request therefor to the corporation.  Subject to
   Section 8.03(b), within sixty days of the corporation's receipt of such
   request, the corporation shall pay or reimburse the Director or Officer
   for the entire amount of liabilities incurred by the Director or Officer
   in connection with the subject proceeding (net of any expenses previously
   advanced pursuant to Section 8.05).

        (b) No indemnification shall be required to be paid by the
   corporation pursuant to Section 8.02 if, within such sixty-day period: (i)
   a Disinterested Quorum, by a majority vote thereof, determines that the
   Director or Officer requesting indemnification engaged in misconduct
   constituting a Breach of Duty; or (ii) a Disinterested Quorum cannot be
   obtained.

        (c)  In either case of nonpayment pursuant to Section 8.03(b), the
   Board shall immediately authorize by resolution that an Authority, as
   provided in Section 8.04, determine whether the Director's or Officer's
   conduct constituted a Breach of Duty and, therefore, whether
   indemnification should be denied hereunder.

        (d)  If the Board does not authorize an Authority to determine the
   Director's or Officer's right to indemnification hereunder within such
   sixty-day period and/or if indemnification of the requested amount of
   Liabilities is paid by the Corporation, then it shall be conclusively
   presumed for all purposes that a Disinterested Quorum has determined that
   the Director or Officer did not engage in misconduct constituting a Breach
   of Duty.

        8.04.     Determination of Indemnification.

        (a)  If the Board authorizes an Authority to determine a Director's
   or Officer's right to indemnification pursuant to Section 8.03, then the
   Director or Officer requesting indemnification shall have the absolute
   discretionary authority to select one of the following as such Authority.

             (i)  An independent legal counsel; provided, that such counsel
   shall be mutually selected by such Director or Officer and by a majority
   vote of a Disinterested Quorum or, if a Disinterested Quorum cannot be
   obtained, then by a majority vote of the Board.

             (ii) A panel of three arbitrators selected from the panels of
   arbitrators of the American Arbitration Association in Milwaukee
   Wisconsin; provided, that (A) one arbitrator shall be selected by such
   Director or Officer, the second arbitrator shall be selected by a majority
   vote of a Disinterested Quorum or, if a Disinterested Quorum cannot be
   obtained, than by a majority vote of the Board, and the third arbitrator
   shall be selected by the two previously selected arbitrators; and (B) in
   all other respects, such panel shall be governed by the American
   Arbitration Association's then existing. Commercial Arbitration Rules; or

             (iii) A court pursuant to and in accordance with Section 180.051
        of the Statute.

        (b)  In any such determination by the selected Authority there shall
   exist a rebuttable presumption that the Director's or Officer's conduct
   did not constitute a Breach of Duty and that indemnification against the
   requested amount of Liabilities is required.  The burden of rebutting such
   a presumption by clear and convincing evidence shall be on the Corporation
   or such other party asserting that such indemnification should not be
   allowed.

        (c)  The Authority shall make its determination within sixty days of
   being selected and shall submit a written opinion of its conclusion
   simultaneously to both the corporation and the Director or Officer.

        (d)  If the Authority determines that indemnification is required
   hereunder, the corporation shall pay the entire requested amount of
   Liabilities (net of any Expenses previously advanced pursuant to Section
   8.05), including interest thereon at a reasonable rate, as determined by
   the Authority, within ten days of receipt of the Authority's opinion;
   provided, that, if it is determined by the Authority that a Director or
   Officer is entitled to indemnification as to some claims, issues or
   matters, but not as to other claims, issues or matters, involved in the
   subject Proceeding, the corporation shall be required to pay (as set forth
   above) only the amount of such requested Liabilities ask the authority
   shall deem appropriate in light of all of the circumstances of such
   Proceeding.

        (e)  The determination by the Authority that indemnification is
   required hereunder shall be binding upon the corporation regardless of any
   prior determination that the Director or Officer engaged in a Breach of
   Duty.

        (f)  All Expenses incurred in the determination process under this
   Section 8.04 by either the corporation or the Director or Officer,
   including, without limitation, all Expenses of the selected Authority,
   shall be paid by the corporation.

        8.05.     Mandatory Allowance of Expense.

        (a)  The corporation shall pay or reimburse, within ten days after
   the receipt of the Director's or Officer's written request therefor, the
   reasonable Expenses of the Director or Officer as such Expenses are
   incurred, provided the following conditions are satisfied:

             (i)  The Director or Officer furnishes to the corporation an
   executed written certificate affirming his or her good faith belief that
   he or she has not engaged in misconduct which constitutes a Breach of
   Duty; and

             (ii) The Director or Officer furnishes to the corporation an
   unsecured executed written agreement to repay any advances made under this
   Section 8.05 if it is ultimately determined by an Authority that he or she
   is not entitled to be indemnified by the corporation for such Expenses
   pursuant to this Section 8.04.

        (b)  If the Director or Officer must repay any previously advanced
   Expenses pursuant to this Section 8.05, such Director or Officer shall not
   be required to pay interest on such amounts.

        8.06.     Indemnification and Allowance of Expenses of Certain
   Others.

        (a)  The corporation shall indemnify a director or officer of an
   Affiliate (who is not otherwise serving as a Director or Officer) against
   all Liabilities, and shall advance the reasonable Expenses, incurred by
   such director or officer in a Proceeding to the same extent hereunder as
   if such director or officer incurred such Liabilities because he or she
   was a Director or Officer, if such director or officer is a Party thereto
   because he or she is or was a director or officer of the Affiliate.

        (b)  The Board may, in its sole and absolute discretion as it deems
   appropriate, pursuant to a majority vote thereof, indemnify against
   Liabilities incurred by, and/or provide for the allowance of reasonable
   Expenses of, an authorized employee or agent of the corporation acting
   within the scope of his or her duties as such and who is not otherwise a
   Director or Officer.

        8.07.     Insurance.  The corporation may purchase and maintain
   insurance on behalf of a Director or Officer or any individual who is or
   was an authorized employee or agent of the corporation against any
   Liability asserted against or incurred by such individual in his or her
   capacity as such or arising from his or her status as such, regardless of
   whether the corporation is required or permitted to indemnify against any
   such Liability under this Article VIII.

        8.08.     Notice to the Corporation.  A Director or Officer shall
   promptly notify the corporation in writing when he or she has actual
   knowledge of a Proceeding which may result in a claim of indemnification
   against Liabilities or allowance of Expenses hereunder, but the failure to
   do so shall not relieve the corporation of any liability to the Director
   or Officer hereunder unless the corporation shall have been irreparably
   prejudiced by such failure (as determined by an Authority).

        8.09.     Severability.  If any provision of this Article VIII shall
   be deemed invalid or inoperative, or if a court of competent jurisdiction
   determines that any of the provisions of this Article VIII contravene
   public policy, this Article VIII shall be construed so that the remaining
   provisions shall not be affected, but shall remain in full force and
   effect and any such provisions which are invalid or inoperative or which
   contravene public policy shall be deemed, without further action or deed
   by or on behalf of the corporation, to be modified, amended and/or
   limited, but only to the extent necessary to render the same valid and
   enforceable.

        8.10.     Nonexclusivity, of Article VIII.  The rights of a Director
   or Officer (or any other person) granted under this Article VIII shall not
   be deemed exclusive of any other rights to indemnification against
   Liabilities or advancement of Expenses which the Director or Officer (or
   such other person) may be entitled to under any written agreement, Board
   resoLution, vote of shareholders of the corporation or otherwise,
   including, without limitation, under the Statute. Nothing contained in
   this Article VIII shall be deemed to limit the corporation's obligations
   to indemnify a Director or Officer under the Statute.

        8.11.     ContractuaL Nature of Article VIII: Repeal or Limitation of
   Rights.  This Article VIII shall be deemed to be a contract between the
   corporation and each Director and Officer and any repeal or other
   limitation of this Article VIII or any repeal or limitation of the Statute
   or any other applicable law shall not limit any rights of indemnification
   against Liabilities or allowance of Expenses then existing or arising out
   of events, acts or omissions occurring prior to such repeal or limitation,
   including, without limitation, the right to indemnification against
   Liabilities or allowance of Expenses for Proceedings commenced after such
   repeal or limitation to enforce this Article VIII with regard to acts,
   omissions or events arising prior to such repeal or limitation.

                             ARTICLE IX.  AMENDMENTS

        9.01.     Except as otherwise provided in the Restated Articles of
   Incorporation, these By-laws may be altered, amended or repealed and new
   By-laws may be adopted by the shareholders by the affirmative vote of a
   majority of the shares present or represented at any annual or special
   meeting of the shareholders or by the affirmative vote of a majority of
   the entire number of directors authorized, at any general or special
   meeting of such Board of Directors.