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                                                        EXHIBIT 3.2






                                AMENDED AND RESTATED

                                      BY-LAWS

                                        OF

                         NAVISTAR INTERNATIONAL CORPORATION


                         ----------------------------------


                            Incorporated Under the Laws

                             of the State of Delaware







                           (Effective February 14, 1995)











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                                AMENDED AND RESTATED

                                      BY-LAWS

                                        OF

                         NAVISTAR INTERNATIONAL CORPORATION



                                     ARTICLE I.
                                     ----------

                              Meetings of Stockholders
                              ------------------------

          Section 1.     Annual Meetings.  The annual meeting of the
stockholders for the election of directors and for the transaction of such
other business as may properly come before the meeting shall be held in the
first three (3) months of each calendar year.

          Section 2.     Special Meetings.  A special meeting of the
stockholders for any purpose or purposes, unless otherwise prescribed by
statute, may be called at any time by the Chair of the Board or the Board of
Directors.

          Section 3.     Time and Place of Meetings.  All meetings of the
stockholders shall be held at such times and places, within or without the
State of Delaware, as may from time to time be fixed by the Board of
Directors, or as shall be specified or fixed in the respective notices or
waivers of notice thereof.

          Section 4.     Notice of Meetings.  Except as otherwise expressly
required by law or by the Certificate of Incorporation of Navistar
International Corporation ("Corporation"), notice of each meeting of the
stockholders shall be given, at least fifteen (15) days in the case of an
annual meeting, and ten (10) days in the case of a special meeting, before the
day on which the meeting is to be held, to each stockholder of record entitled
to vote at such meeting by mailing such notice in a postage prepaid envelope
addressed to the stockholder at the stockholder's last post office address
appearing on the stock records of the Corporation.  Except as otherwise
expressly required by law, no publication of any notice of a meeting of the
stockholders shall be required.  At special meetings of stockholders no
business other than that specified in the notice of the meeting or germane
thereto shall be transacted at such meeting.  Except as otherwise expressly
required by law, notice of any adjourned meeting of the stockholders need not
be given.

          Section 5.     Quorum.  At each meeting of the stockholders, except
as otherwise expressly required by law, stockholders holding one-third (1/3)
of the shares of stock of the Corporation, issued and outstanding, and
entitled to be voted thereat, shall be present in person or by proxy to
constitute a quorum for the transaction of business.  In the absence of a
quorum at any such meeting or any adjournment or adjournments thereof, a
majority in voting interest of those present in person or by proxy and
entitled to vote thereat, or in the absence therefrom of all the stockholders,
any officer entitled to preside at, or to act as secretary of, such meeting
may adjourn such meeting from time to time until stockholders holding the
amount of stock requisite for a quorum shall be present or represented.  At
any such adjourned meeting at which a quorum may be present any business may
be transacted which might have been transacted at the meeting as originally
called.
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          Section 6.     Organization.  At each meeting of the stockholders,
one of the following shall chair the meeting and preside thereat, in the
following order of precedence:

          (a)     the Chair of the Board;

          (b)     the Chief Executive Officer;

          (c)     an Executive Officer in order of rank of office and by
      seniority within the same rank; or


          (d)     a stockholder of record of the Corporation who shall be
      chosen to chair such meeting by a majority in voting interest of the
      stockholders present in person or by proxy and entitled to vote thereat.

The Secretary, or, if he or she shall be absent from such meeting, the person
(who shall be an Assistant Secretary, if an Assistant Secretary shall be
present thereat) whom the chair of such meeting shall appoint, shall act as
secretary of such meeting and keep the minutes thereof.

          Section 7.     Order of Business.  The order of business at each
meeting of the stockholders shall be determined by the chair of such meeting,
but such order of business at any meeting at which a quorum is present may be
changed by the vote of a majority in voting interest of those present in
person or by proxy at such meeting and entitled to vote thereat.

          Section 8.     Notice of Stockholder Nomination and Stockholder
Business.  At a meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting.  Nominations
for the election of directors may be made by the Board of Directors or by any
stockholder entitled to vote for the election of directors.  Other matters to
be properly brought before the meeting must be:  (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the
Board of Directors, including matters covered by rule 14a-8 of the United
States Securities and Exchange Commission; (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 stockholder.

          A notice of the intent of a stockholder to make a nomination or to
bring any other matter before the meeting shall be made in writing and
received by the Secretary of the Corporation not more than 180 days and not
less than 120 days in advance of the annual meeting or, in the event of a
special meeting of stockholders, such notice shall be received by the
Secretary of the Corporation not later than the earlier of () the close of the
fifteenth day following the day on which notice of the meeting is first mailed
to stockholders, or (ii) the close of the day next preceding the meeting.

          Every such notice by a stockholder shall set forth:

          (a)     the name and residence address of the stockholder of the
     Corporation who intends to make a nomination or bring up any other
     matter;

          (b)     a representation that the stockholder is a holder of the
      Corporation's voting stock and intends to appear in person or by proxy
      at the meeting to make the nomination or bring up the matter specified
      in the notice;

          (c)     with respect to notice of an intent to make a nomination, a
      description of all arrangements or understandings among the stockholder
      and each nominee and any other person or persons (naming such person or
      persons) pursuant to which the nomination or nominations are to be made
      by the stockholder;

          (d)     with respect to notice of an intent to make a nomination,
      such other information regarding each nominee proposed by such
      stockholder as would have been required to be included in a proxy
      statement filed pursuant to the proxy rules of the Securities and
      Exchange Commission had each nominee been nominated by the Board of
      Directors of the Corporation; and
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          (e)     with respect to notice of an intent to bring up any other
     matter, a description of the matter, and any material interest of the
     stockholder in the matter.

          Notice of intent to make a nomination shall be accompanied by the
written consent of each nominee to serve as director of the Corporation if so
elected.

          At the meeting of stockholders, the chair shall declare out of order
and disregard any nomination or other matter not presented in accordance with
this section.

          Section 9.     Voting.  Each stockholder shall, at each meeting of
the stockholders, be entitled to one vote in person or by proxy for each share
of stock of the Corporation held by the stockholder and registered in the
stockholder's name on the books of the Corporation on the date fixed or
determined pursuant to the provisions of Section 5 of Article VI of these By-
laws as the record date for the determination of stockholders who shall be
entitled to receive notice of and to vote at such meeting.

          Shares of its own stock belonging to the Corporation shall not be
voted directly or indirectly.  Any vote on stock of the Corporation may be
given at any meeting of the stockholders by the stockholder entitled thereto
in person or by the stockholder's proxy appointed by an instrument in writing
delivered to the Secretary or an Assistant Secretary of the Corporation or to
the secretary of the meeting.  The attendance at any meeting of a stockholder
who may theretofore have given a proxy shall not have the effect of revoking
the same unless the stockholder shall in writing so notify the secretary of
the meeting prior to the voting of the proxy.  At all meetings of the
stockholders all matters, except as otherwise provided in these By-laws or by
law, shall be decided by the vote of a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present.  Except in the case of votes for the election of
directors, the vote at any meeting of the stockholders on any question need
not be by ballot, unless so directed by the chair of the meeting.  On a vote
by ballot each ballot shall be signed by the stockholder voting, or by the
stockholder's proxy, if there be such proxy.

          Section 10.     List of Stockholders.  It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its
stock ledger to prepare and make, at least ten (10) days before every meeting
of the stockholders, a complete list of the stockholders entitled to vote
thereat, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to said meeting either at a place
within the city where said meeting is to be held and which place shall be
specified in the notice of said meeting, or, if not so specified, at the place
where said meeting is to be held, and such list shall be produced and kept at
the time and place of said meeting during the whole time thereof, and may be
inspected by any stockholder who is present.  The stock ledger shall be the
only evidence as to who are the stockholders entitled to examine the stock
ledger or such list or the books of the Corporation, or to vote in person or
by proxy at any meeting of stockholders.

          Section 11.     Inspectors or Judges.  The Board of Directors, in
advance of any meeting of stockholders, may appoint one or more inspectors or
judges to act at such meeting or any adjournment thereof.  If the inspectors
or judges shall not be so appointed, or if any of them shall fail to appear or
act, the chair of such meeting shall appoint the inspectors or judges, or such
replacement or replacements therefor, as the case may be.  Such inspectors or
judges, before entering on the discharge of their duties, shall take and sign
an oath or affirmation faithfully to execute the duties of inspectors or
judges at meetings for which they are appointed.  At such meeting, the
inspectors or judges shall receive and take in charge the proxies and ballots
and decide all questions touching the qualification of voters and the validity
of proxies and the acceptance or rejection of votes.  An inspector or judge
need not be a stockholder of the Corporation, and any officer of the
Corporation may be an inspector or judge on any question other than a vote for
or against his or her election to any position with the Corporation.
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         <PAGE 5>
                                  ARTICLE II.
                                  -----------

                              Board of Directors
                              ------------------

          Section 1.     General Powers.  The business and affairs of the
Corporation shall be managed by the Board of Directors.

          Section 2.     Number and Time of Holding office.  Subject to the
requirements of the laws of the State of Delaware, the Board may from time
to time by the vote of the majority of the whole Board determine the number
of directors.  Until the Board shall otherwise so determine, the number of
directors shall not exceed eighteen (18).  Each of the directors of the
Corporation shall hold office until the expiration of his or her term and
until his or her successor shall be elected.  Directors need not be
stockholders.

          Section 3.     Election of Directors.  Except as otherwise
provided in the Certificate of Incorporation of the Corporation, at each
meeting of the stockholders for the election of directors, at which a quorum
is present, the persons receiving the greatest number of votes, up to the
number of directors to be elected, shall be the directors.  Such election
shall be by ballot; provided, however, a nomination shall be accepted and
votes cast for a nominee shall be counted by the inspectors or judges of the
election, only if the Secretary of the Corporation has received at least 24
hours prior to the meeting a statement over the signature of the nominee
that he or she consents to being a nominee and, if elected, intends to serve
as a director.

          Section 4.     Organization and Order of Business.  At its last
meeting before, or first meeting after, the Annual Meeting of Stockholders
the Board of Directors shall elect one of its members to be Chair of the
Board.  The Chair of the Board may be but does not have to be an officer,
executive or employee of the Corporation.  The Chair of the Board shall
preside at meetings of the Board, lead the Board in carrying out its
responsibilities to manage the business and affairs of the Corporation and
perform other duties as requested by the Board of Directors.

          At each meeting of the Board, one of the following shall chair the
meeting and preside thereat, in the following order of precedence:

          (a)     the Chair of the Board;

          (b)     the Chief Executive Officer; or

          (c)     any director chosen by a majority of the directors present
      thereat.

The Secretary, or in case of his or her absence, the person whom the chair
of such meeting shall appoint, shall act as secretary of such meeting and
keep the minutes thereof.  The order of business at each meeting of the
Board of Directors shall be determined by the chair of such meeting.

          Section 5.     Resignations.  Any director may resign at any time
by giving written notice of his or her resignation to the Chair of the Board
or the Secretary of the Corporation.  Any such resignation shall take effect
at the time specified therein, or, if the time when it shall become
effective shall not be specified therein, then it shall take effect when
accepted by action of the Board of Directors.  Except as aforesaid, the
acceptance of such resignation shall not be necessary to make it effective.

          Section 6.     Vacancies, etc.  Except as otherwise provided in
the Certificate of Incorporation of the Corporation, in case of any vacancy
on the Board, or in case of any newly created directorship, a director to
fill the vacancy or the newly created directorship for the unexpired portion
of the term being filled may be elected by the holders of shares of stock of
the Corporation entitled to vote in respect thereof at an annual or special
meeting of said holders or by a majority of the directors of the Corporation
then in office though less than a quorum.
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          Section 7.     Place of Meeting.  The Board may hold its meetings
at such place or places within or without the State of Delaware as the Board
may from time to time by resolution determine or as shall be specified or
fixed in the respective notices or waivers of notice thereof; provided, that
all meetings, regular or special, shall be held at the chief executive
office of the Corporation in Chicago, Illinois, unless otherwise ordered or
approved by a majority of the whole Board.

          Section 8.     First Meeting.  As soon as practicable after each
annual election of directors, the Board shall meet for the purpose of
organization, the election of officers and the transaction of other
business.  Such meeting shall be held at the time and place theretofore
fixed by the Board for the next regular meeting of the Board and no notice
thereof need be given; provided, however, that the Board may determine that
such meeting shall be held at a different place and time but notice thereof
shall be given in the manner hereinafter provided for special meetings of
the Board.

          Section 9.     Regular Meetings.  Regular meetings of the Board
shall be held at such times as the Board shall from time to time determine. 
Notices of regular meetings need not be given.  If any day fixed for a
regular meeting shall be a legal holiday at the place where the meeting is
to be held, then the meeting which would otherwise be held on that day shall
be postponed until the same hour on the same day of the next succeeding week
in which such day shall not be a legal holiday at such place, or at such
other time and place as the Board shall determine in which event notice
thereof shall be given.

          Section 10.     Special Meetings; Notice.  Special meetings of the
Board shall be held whenever called by the Chair of the Board, the Chief
Executive Officer or one-third (1/3) of the directors at the time in office. 
The Secretary shall give notice to each director as hereinafter in this
Section provided of each such special meeting, in which shall be stated the
time and place of such meeting.  Notice of each such meeting shall be mailed
to each director, addressed to the director at his or her residence or usual
place of business, at least two (2) days before the day on which such
meeting is to be held; or shall be sent addressed to him or her at such
place by telegraph, cable, wireless or other form of recorded communication,
or be delivered personally or by telephone not later than the day before the
day on which such meeting is to be held.  Notice of any meeting of the Board
need not, however, be given to any director, if waived by him or her in
writing or by telegraph, cable, wireless or other form of recorded
communication, before, during or after such meeting, or if he or she shall
be present at such meeting; and any meeting of the Board shall be a legal
meeting without any notice thereof having been given if all the directors of
the Corporation then in office shall be present thereat.

          Dividends may be declared upon the stock of the Corporation at any
special meeting of the Board of Directors; provided, that the notice of said
special meeting states specifically the fact that dividend action is to be
considered.  Any and all other business may be transacted at a special
meeting unless notice of the meeting specifically states that action will be
taken only upon the matters listed in the notice.

          Section 11.     Quorum and Manner of Acting.  Except as otherwise
provided in these By-laws or by law, a majority of directors at the time in
office shall be present in person at any meeting of the Board of Directors
in order to constitute a quorum for the transaction of business at such
meeting, and the affirmative vote of at least a majority of the directors
present at any such meeting, at which a quorum is present, shall be
necessary for the passage of any resolution or act of the Board.  In the
absence of a quorum from any such meeting, a majority of the directors
present thereat may adjourn such meeting from time to time until a quorum
shall be present thereat.  Notice of any adjourned meeting need not be
given.  The directors shall act only as a board and the individual directors
shall have no power as such.

          Section 12.     Action by Consent.  Unless otherwise restricted by
the Certificate of Incorporation, any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting, if prior to such action a written consent
thereto is signed by all members of the Board or of such committee as the
case may be, and such written consent is filed with the minutes of
proceedings of the Board or committee.
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          Section 13.     Committees.  The Board of Directors may appoint
standing committees of its members.  Such committees shall be composed of
such number of Directors and shall have such powers as are conferred by the
By-laws or determined by the Board of Directors.  The members of all
standing committees shall be appointed annually at the first meeting of the
Board of Directors after the annual meeting of the stockholders and shall
continue as members until their successors are appointed, subject to the
power of the Board to remove any member of a committee at any time and to
appoint a successor.

          A majority of the members of each standing committee shall
constitute a quorum.  The chair of each standing committee shall preside at
the committee's meetings.  If the chair is absent, then the meeting shall be
chaired by the Committee member present at the meeting who has been a
director for the longest period of time.

          Each committee chair shall report regularly to the Board as to the
committee's reviews, actions and recommendations.

          Section 14.     Meeting by Communication Equipment.  Members of
the Board of Directors or any committee appointed by the Board of Directors,
may participate in a meeting of the Board of Directors or of such committee
by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at
such meeting.


                                  ARTICLE III.
                                  ------------

                               Executive Committee
                               -------------------

          Section 1.     Number, Appointment, Term of Office.  There shall
be an Executive Committee consisting of not less than three (3) and not more
than eight (8) regular members appointed from and by the Board of Directors. 
A majority of the members of the Executive Committee shall be Independent
Directors, as defined by the Board.  In addition to the regular members, the
Chair of the Board and the Chief Executive Officer shall be members ex
officio.  The regular members of the Committee shall be appointed by the
affirmative vote of a majority of the whole Board and shall hold office
until the first meeting of the Board after the next annual meeting of the
stockholders until their successors are appointed.  A vacancy in a regular
membership may be filled by the Board at any time.

          Any appointed regular member of the Executive Committee shall be
subject to removal at any time by the affirmative vote of a majority of the
whole Board.

          Section 2.     Functions and Powers.  The Executive Committee
shall represent the Board of Directors between meetings for the purpose of
consulting with the officers and giving special consideration to matters of
importance affecting the policies, financing, management and operations of
the business, and taking action thereon or making recommendations to the
Board.  The Board of Directors reserves to itself alone the power to elect
and remove officers, to determine the number of directors, to fill any
vacancies on the Board of Directors, to declare dividends, issue stock,
recommend to shareholders any action requiring their approval, change the
membership of any committee at any time, and discharge any committee either
with or without cause at any time.  Subject to the foregoing limitations,
the Executive Committee shall possess and may exercise all other powers of
the Board of Directors during the intervals between meetings of the Board of
Directors.
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          Section 3.     Meetings.  The Executive Committee shall meet as
often as may be deemed necessary and expedient.  Meetings may be called by
standing resolution of the Committee, or at the request of the Chair of the
Board, the Chief Executive Officer or of any two (2) members of the
Committee.  The Secretary shall notify each member of the Committee of each
meeting, giving at least two (2) days' notice by mail or one (1) day's
notice by telegraph or telephone, but such notice may be waived by any
member.  The purposes of a meeting need not be specified in the notice or 
waiver of notice of any meeting.

          At each meeting of the Board of Directors the Committee shall make
a report to the Board of all action taken since its last report.  Such
reports may be made orally or in writing and only such matters need be
recorded in the minutes of the Executive Committee as the Committee deems
proper or the Board of Directors may require.

          Section 4.     Organization.  A majority of the Executive
Committee shall constitute a quorum.  The Chair of the Board shall serve as
Chair of the Executive Committee.  The Chair of the Board, or in his or her
absence, the Chief Executive Officer shall preside at meetings of the
Executive Committee.  If the Chair of the Board and the Chief Executive
Officer are absent, the Committee shall appoint a temporary Chair from among
the members present.  In other respects the Committee shall fix its own
rules of procedures.


                                  ARTICLE IV.
                                  -----------

                                   Officers
                                   -------- 

          Section 1.     Election, Appointment, Term of Office.  The
Executive Officers of the Corporation shall consist of a Chief Executive
Officer, a President and such number of other Executive Officers as the
Board of Directors may determine from time to time.  There shall also be a
General Counsel, a Treasurer, a Controller and a Secretary, any of whom may
also be an Executive Officer.

          The Board of Directors may also appoint such other officers and
agents as it may deem necessary, who shall have such authority and perform
such duties as may be prescribed by the Board.

          All Executive Officers and other officers of the Corporation shall
be regularly elected or appointed by the majority vote of the whole Board of
Directors at its first meeting after the annual meeting of the stockholders
and shall hold office until the first meeting of the Board after the next
annual meeting of the stockholders, and until their successors are elected
or appointed.

          If additional officers are elected or appointed during the year,
they shall hold office until the next annual meeting of the Board of
Directors at which officers are regularly elected or appointed and until
their successors are elected or appointed.

          A vacancy in any office may be filled for the unexpired portion of
the term in the same manner as provided for election or appointment to such
office.

          All officers and agents elected or appointed by the Board of
Directors shall be subject to removal at any time by the Board of Directors.

          Section 2.     Chief Executive Officer.  The Chief Executive
Officer shall have the powers and perform the duties incident to that
position.  Subject to the Board of Directors, he or she shall be in general
and active charge of the entire business and all the affairs of the
Corporation, and shall be its chief policy-making officer.  He or she shall
have such other powers and perform such other duties as may be prescribed by
the Board of Directors or provided in the Bylaws.
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         <PAGE 9>

          Section 3.     President.  The President shall have such powers
and perform such duties as may be prescribed by the Board of Directors at
the time of his or her election and such other powers and duties as may be
assigned to him or her from time to time by the Chief Executive Officer or
the Board of Directors.

          Section 4.     Executive Officers.  Each Executive Officer shall
have such powers, duties and titles as shall be prescribed by the Board of
Directors at the time of his or her election and such other powers and
duties as may be assigned to him or her from time to time by the Chief
Executive Officer or the Board of Directors.

          Section 5.     General Counsel.  The General Counsel shall have
charge of all matters of legal import concerning the Corporation and of the
department relating to such matters.  He or she shall have such other powers
and duties as may be assigned to him or her by the Chief Executive Officer
or the Board of Directors.

          Section 6.     Treasurer.  The Treasurer shall be responsible for
safeguarding the cash and securities of the Corporation and the formulation
of the investment and financial policies of the Corporation.  He or she
shall have such other powers and duties as may be assigned to him or her by
the Chief Executive Officer or the Board of Directors.

          Section 7.     Controller.  The Controller shall be in charge of
the accounts of the Corporation and the maintenance of adequate accounting
procedure and records of the Corporation.  He or she shall have such other
powers and duties as may be assigned to him or her by the Chief Executive
Officer or the Board of Directors.

          Section 8.     Secretary.  The Secretary shall keep the records of
all meetings of the stockholders and of the Board of Directors and of its
committees.  He or she shall affix the seal of the Corporation to all deeds,
contracts, bonds or other instruments requiring the corporate seal when the
same have been signed on behalf of the Corporation by a duly authorized
officer.  He or she shall perform such other duties as may be assigned to
him or her from time to time by the Chief Executive Officer or the Board of
Directors.


                                  ARTICLE V.
                                  ----------

                Contracts, Checks, Drafts, Bank Accounts, Etc.
                ----------------------------------------------

          Section 1.     Execution of Documents by Officers.  All of the
Executive Officers of the Corporation elected as provided in Section 1 of
Article IV of the By-laws, shall have power to execute and deliver any
deeds, contracts, mortgages, bonds, debentures and other documents for and
in the name of the Corporation.

          All appointed officers shall have such powers with respect to
execution and delivery of deeds, contracts, mortgages, bonds, debentures and
other documents as may be assigned to them by the Board of Directors.

          Section 2.     Deposits.  All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit of the
Corporation or otherwise as the Board of Directors, the Chief Executive
Officer or the Treasurer shall direct in such banks, trust companies or
other depositories as the Board of Directors may select or as may be
selected by any officer or officers or agent or agents of the Corporation to
whom power in that respect shall have been delegated by the Board of
Directors.  For the purpose of deposit and for the purpose of collection for
the account of the Corporation, checks, drafts and other orders for the
payment of money which are payable to the order of the Corporation may be
endorsed, assigned and delivered by any officer or agent of the Corporation.
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         <PAGE 10>

          Section 3.     Proxies in Respect of Stock or Other Securities of
Other Corporations.  Unless otherwise provided by resolution adopted by the
Board, each of the Executive officers of the Corporation elected as provided
in Section 1 of Article IV of the By-laws may from time to time appoint an
attorney or attorneys or agent or agents of the Corporation to exercise in
the name and on behalf of the Corporation the powers and rights which the
Corporation may have as the holder of stock or other securities in any other
corporation to vote or consent in respect of such stock or other securities,
may instruct the person or persons so appointed as to the manner of
exercising such powers and rights, and may execute or cause to be executed
in the name and on behalf of the Corporation and under its corporate seal,
or otherwise, all such written proxies, powers of attorney or other
instruments as such Executive Officer may deem necessary or proper in order
that the Corporation may exercise its said powers and rights.


                                  ARTICLE VI.
                                  -----------

                          Shares and Their Transfers

                             Examination of Books
                             --------------------

          Section 1.     Certificates for Stock.  Every holder of stock of
the Corporation shall be entitled to have a certificate or certificates, in
such form as the Board shall prescribe, certifying the number of shares of
stock of the Corporation owned by the stockholder.  The certificates
representing shares of such stock shall be numbered in the order in which
they shall be issued and shall be signed in the name of the Corporation by
the person who was at the time of signing the Chief Executive Officer or an
Executive Officer and by the person who was at the time of signing the
Treasurer or an Assistant Treasurer and its seal may be affixed thereto;
provided, however, that the signature of such Executive Officer of the
Corporation and of such Treasurer or Assistant Treasurer and the seal of the
Corporation may be facsimile.  In case any officer or officers of the
Corporation who shall  have signed, or whose facsimile signature or
signatures shall have  been used on, any such certificate or certificates
shall cease to be such officer or officers, whether because of death,
resignation or otherwise, before such certificate or certificates shall have
been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as
though the person or persons who signed such certificate or certificates, or
whose facsimile signature or signatures shall have been used thereon, had
not ceased to be such officer or officers.  A record shall be kept of the
respective names of the persons, firms or corporations owning the stock
represented by certificates for stock of the Corporation, the number of
shares represented by such certificates, respectively, and the respective
dates thereof, and in case of cancellation, the respective dates of
cancellation.  Every certificate surrendered to the Corporation for exchange
or transfer shall be canceled and a new certificate or certificates shall
not be issued in exchange for any existing certificate until such existing
certificate shall have been so canceled except in cases provided for in
Section 4 of this Article VI.

          Section 2.     Transfers of Stock.  Transfers of shares of the
stock of the Corporation shall be made only on the books of the Corporation
by the registered holder thereof, or by his or her attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary
of the Corporation, or with a transfer clerk or a transfer agent appointed
as in Section 3 of this Article VI provided, and upon surrender of the
certificate or certificates for such shares properly endorsed and payment of
all taxes thereon.  The person in whose name shares of stock stand on the
books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation.
<PAGE>
         <PAGE 11>

          Section 3.     Regulations.  The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these By-laws,
concerning the issue, transfer and registration of certificates for stock of
the Corporation.  The Board may appoint or authorize any officer or officers
to appoint one or more transfer clerks, any of whom may be employees of the
Corporation, or one or more transfer agents and one or more registrars, and
may require all certificates for stock to bear the signature or signatures
of any of them; provided, however, that the signature of any transfer clerk,
transfer agent, or registrar may be facsimile.  In case any transfer clerk,
transfer agent or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such transfer clerk,
transfer agent, or registrar before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such transfer
clerk, transfer agent, or registrar at the date of issue.

          Section 4.     Lost, Destroyed and Mutilated Certificates.  The
owner of any stock of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate
therefor, and the Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost
or destroyed, and the Board may, in its discretion, require the owner of the
lost or destroyed certificate, or his or her legal representatives, to give
the Corporation a bond in such sum, limited or unlimited, and in such form
and with such surety or sureties, as the Board shall in its uncontrolled
discretion determine, to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss or destruction of any
such certificate, or the issuance of such new certificate.

          Section 5.     Record Date.  To determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of stock or for the purpose
of any other lawful action, the Board of Directors may fix, in advance, a
record date, which shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to
any other action.  If no record date is fixed by the Board of Directors:

          (a)     The record date for determining stockholders entitled to
     notice of or to vote at a meeting of stockholders shall be at the close
     of business on the day next preceding the day on which notice is given.
  
          (b)     The record date for determining stockholders for any other
     purpose shall be at the close of business on the day on which the Board
     of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting
unless the Board of Directors shall fix a new record date for the adjourned
meeting.

          Section 6.     Examination of Books by Stockholders.  The Board
may determine, from time to time, whether and to what extent, at what times
and places, and under what conditions and regulations, the accounts and
books of the Corporation, or any of them, shall be open to the inspection of
the stockholders, and no stockholder shall have any right to inspect any
account or book or document of the Corporation, except as conferred by the
laws of the State of Delaware or as authorized by resolution adopted by the
Board or by the stockholders of the Corporation entitled to vote in respect
thereof.


                                  ARTICLE VII.
                                  ------------

                                  Offices, Etc.
                                  -------------

     Section 1.     Registered Office.  The registered office of the
Corporation in the State of Delaware shall be in the City of Wilmington,
County of New Castle, and the name of the resident agent in charge thereof
shall be The Corporation Trust Company.
<PAGE>
         <PAGE 12>

          Section 2.     Other Offices.  The Corporation also may have an
office or offices other than said principal office at such place or places,
either within or without the State of Delaware, as provided in these By-laws
or as the Board may from time to time appoint or as the business of the
Corporation may require.

          Section 3.     Books and Records.  Except as otherwise required by
law, the Certificate of Incorporation or these By-laws, the Corporation may
keep the books and records of the Corporation in such place or places within
or without the State of Delaware as the Board may from time to time by
resolution determine or the business of the Corporation may require;
provided, however, the principal accounting books and records of the
Corporation, including the records of meetings of the Board of Directors,
shall be kept at the chief executive office of the Corporation in Chicago,
Illinois, unless otherwise determined by resolution of the Board of
Directors.


                                  ARTICLE VIII.
                                  -------------

                                    Dividends
                                    ---------

          Subject to the provisions of law, of the Certificate of
Incorporation of the Corporation and of these By-laws, the Board may declare
and pay dividends upon the shares of the stock of the Corporation either
(a) out of its net assets in excess of its capital as computed in accordance
with the provisions of the laws of the State of Delaware or (b) in case
there shall be no such excess, out of its net profits for the fiscal year
then current and/or the preceding fiscal year, whenever and in such amounts
as, in the opinion of the Board, the condition of the affairs of the
Corporation shall render it advisable.  Dividends upon the shares of stock
of the Corporation may be declared at any regular meeting of the Board of
Directors and also at a special meeting, if notice of such proposed action
is given as provided Section 10 of Article II of these By-laws.


                                  ARTICLE IX.
                                  -----------

                                     Seal
                                     ----

          The Board shall provide a corporate seal, which shall be in the
form of a circle and shall bear the full name of the Corporation and the
words and figures "Incorporated 1993 Delaware", or words and figures of
similar import.  The seal or a facsimile thereof may be impressed or affixed
or reproduced or other use made thereof by the Secretary or any Assistant
Secretary or any other officer authorized by the Board.


                                  ARTICLE X.
                                  ----------

                                 Fiscal Years
                                 ------------

          The fiscal year of the Corporation shall end on the thirty-first
day of October in each year.

                                  ARTICLE XI.
                                  -----------

                               Waiver of Notices
                               -----------------

          Whenever any notice whatever is required to be given by these By-
laws or by the Certificate of Incorporation of the Corporation or by the
General Corporation Law of the State of Delaware, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.
<PAGE>
         <PAGE 13>
                                  ARTICLE XII.
                                  ------------

                                Indemnification
                                ---------------

          Section 1.     Coverage.  Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative ("proceeding"), by reason of the fact that he or she is or was
a director or officer of the Corporation (which term shall include any
predecessor corporation of the Corporation) or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans
("indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide
prior to such amendment), against all expenses, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by
such indemnitee in connection therewith and such indemnification shall
continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators; provided however, that, except as provided in
Section 2 of this Article XII with respect to proceedings to enforce rights
to indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the Board of
Directors.  The right to indemnification conferred in this Article XII shall
be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided however, that, if the Delaware
General Corporation law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not
in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit
plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of
such indemnitee, to repay all amounts so advanced if it ultimately be
determined by final judicial decision from which there is no further right
to appeal that such indemnitee is not entitled to be indemnified for such
expenses under this Article XII or otherwise.
<PAGE>
         <PAGE 14>

          Section 2.     Claims.  If a claim under Section 1 of this Article
XII is not paid in full by the Corporation within sixty (60)  days after a
written claim has been received by the Corporation, except in the case of a
claim for expenses incurred in defending a proceeding in advance of its
final disposition, in which case the applicable period shall be twenty (20)
days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim.  If successful in
whole or in part in any such suit or in a suit brought by the Corporation to
recover payments by the Corporation of expenses incurred by an indemnitee in
defending in his or her capacity as a director or officer, a proceeding in
advance of its final disposition, the indemnitee shall be entitled to be
paid also the expense of prosecuting or defending such claim.  In any action
brought by the indemnitee to enforce a right to indemnification hereunder
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the
required undertaking, if any, has been tendered to the Corporation) or by
the Corporation to recover payments by the Corporation of expenses incurred
by an indemnitee in defending, in his or her capacity as a director or
officer, a proceeding in advance of its final disposition, the burden of
proving that the indemnitee is not entitled to be indemnified under this
Article XII or otherwise shall be on the Corporation.  Neither the failure
of the Corporation (including the Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the indemnitee is proper
in the circumstances because the indemnitee has met the applicable standard
of conduct set forth in the Delaware General Corporation law, nor an actual
determination by the Corporation (including the Board of Directors,
independent legal counsel or its stockholders) that the indemnitee has not
met such applicable standard of conduct, shall be a presumption that the
indemnitee has not met the applicable standard of conduct, or in the case of
such an action brought by the indemnitee, be a defense to the action.

          Section 3.     Rights Not Exclusive.  The rights conferred on any
person by Sections 1 and 2 of this Article XII shall not be exclusive of any
other right which such person may have or hereafter acquire under any
statute, this certificate of incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.

          Section 4.     Insurance.  The Corporation may maintain insurance,
at its expense, to protect itself and any director, officer, employee or
agent of the Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or
not the Corporation would have the power to indemnify such person against
such expense, liability or loss under the Delaware General Corporation law.

          Section 5.     Employees.  Persons who are not included as
indemnities under Section 1 of this Article XII but are employees of the
Corporation or any subsidiary may be indemnified to the extent authorized at
any time or from time to time by the Board of Directors.


                                  ARTICLE XIII.
                                  -------------

                                   Amendments
                                   ----------

          These By-laws as they shall be at any time may be amended, altered
or repealed by the Board of Directors at any regular meeting of the Board of
Directors or at any special meeting if the proposed amendment, alteration or
repeal is stated in the notice of the special meeting; but any by-laws made
by the Board may be altered, amended or repealed by the stockholders in the
manner provided in the Certificate of Incorporation of the Corporation.
<PAGE>
         <PAGE 15>


                                  ARTICLE XIV.
                                  ------------

                               National Emergency
                               ------------------

          Section 1.     Definition and Application.  For the purposes of
this Article XIV the term "national emergency" is defined as an emergency
situation resulting from an attack upon the United States, a nuclear
disaster within the United States, a catastrophe, or other emergency
condition, as a result of which attack, disaster, catastrophe or emergency
condition a quorum of the Board of Directors cannot readily be convened for
action.  Persons not directors of the Corporation may conclusively rely upon
the determination by the Board of Directors of the Corporation, at a meeting
held or purporting to be held pursuant to this Article XIV that a national
emergency as hereinabove defined exists regardless of the correctness of
such determination made or purporting to be made as hereinafter provided. 
During the existence of a national emergency the provisions of this Article
XIV shall become operative, but, to the extent not inconsistent with such
provisions, the other provisions of these By-laws shall remain in effect
during any national emergency and upon its termination the provisions of
this Article XIV shall cease to be operative.

          Section 2.     Meetings, etc.  When it is determined in good faith
by any director that a national emergency exists, special meetings of the
Board of Directors may be called by such director.  The director calling any
such special meeting shall make a reasonable effort to notify all other
directors of the time and place of such special meeting, and such effort
shall be deemed to constitute the giving of notice of such special meeting,
and every director shall be deemed to have waived any requirement, of law or
otherwise, that any other notice of such special meeting be given.  At any
such special meeting two directors shall constitute a quorum for the
transaction of business including without limiting the generality hereof the
filling of vacancies among directors and officers of the Corporation and the
election of additional Executive Officers, Assistant Controllers, Assistant
Secretaries and Assistant Treasurers.  The act of a majority of the
directors present thereat shall be the act of the Board of Directors.  If at
any such special meeting of the Board of Directors there shall be only one
director present, such director present may adjourn the meeting from time to
time until a quorum is obtained, and no further notice thereof need be given
of any such adjournment.

          The directors present at any such special meeting shall make
reasonable effort to notify all absent directors of any action taken
thereat, but failure to give such notice shall not affect the validity of
the action taken at any such meeting.  All directors, officers, employees
and agents of, and all persons dealing with, the Corporation, if acting in
good faith, may conclusively rely upon any action taken at any such special
meeting.

          Section 3.     Amendment.  The Board of Directors shall have the
power to alter, amend, or repeal any of these By-laws by the affirmative
vote of at least two-thirds (2/3) of the directors present at any special
meeting attended by two (2) or more directors and held in the manner
prescribed in Section 2 of this Article XIV, if it is determined in good
faith by said two-thirds (2/3) that such alteration, amendment or repeal
would be conducive to the proper direction of the Corporation's affairs.

          Section 4.     Chair of the Board and Executive Officers.  If
during the existence of a national emergency, the Chair of the Board becomes
incapacitated, cannot by reasonable effort be located or otherwise is unable
or unavailable to perform the duties of his or her office, the Board shall
elect one of its members to be Chair of the Board.  The Chair of the Board
may, but need not be an officer of or employed in an executive or any other
capacity by the Corporation.  If, during the existence of a national
emergency, the Chief Executive Officer becomes incapacitated or unavailable
to perform the duties of his or her office, the Chair of the Board is hereby
designated also as Chief Executive Officer and will act as both Chair of the
Board and Chief Executive Officer.
<PAGE>
         <PAGE 16>

          Section 5.     Substitute Directors.  To the extent required to
constitute a quorum at any meeting of the Board of Directors during a
national emergency, the officers of the Corporation who are present shall be
deemed, in order of rank of office and within the same rank in order of
election or appointment of such offices, directors for such meeting.