EXHIBIT 3.2
                            
                            BY-LAWS
                              OF
                   IPALCO ENTERPRISES, INC.
                               
                               
                               
                               
                   -------------------------
                    As Amended and Restated
                        April 29, 1986,
                      And Further Amended
                      November 13, 1989,
                        June 26, 1990,
                        June 29, 1993,
                        April 26, 1994,
                      February 27, 1996,
                     January 28, 1997, and
                       February 25, 1997
                   -------------------------
<PAGE>
                            BY-LAWS
                              OF
                   IPALCO ENTERPRISES, INC.
                               
                   -------------------------
                    As Amended and Restated
                        April 29, 1986,
                      And Further Amended
                      November 13, 1989,
                        June 26, 1990,
                        June 29, 1993,
                        April 26, 1994,
                      February 27, 1996,
                     January 28, 1997, and
                       February 25, 1997
                   -------------------------
                               
                          ARTICLE I.
                               
                            Offices

          SECTION 1. Principal Office. The principal office of the
Corporation shall be in the City of Indianapolis, County of Marion, State
of Indiana.

          SECTION 2. Other Offices. The Corporation may also have an
office in the City of Chicago, Illinois, and in the City of New York, New
York, and also offices at such other places as the Board of Directors may
from time to time appoint or the business of the Corporation may require.

                          ARTICLE II.
                               
                     Shareholders Meetings

          SECTION 1. Place of Meeting. Meetings of the shareholders of
the Corporation shall be held at such place within or without the State
of Indiana as may be specified from time to time in the respective
notices, waivers of notice thereof, or by resolution of the Board of
Directors or the shareholders.

          SECTION 2. Annual Meeting. The annual meeting of shareholders
shall be held on the third Wednesday of April of each year at the hour of
11:00 o`clock A.M., unless such day shall be a legal holiday, in which
event the meeting shall be held on the next succeeding business day at
the same hour, or unless the Board of Directors shall by resolution set
another date for such meeting within ninety days of the third Wednesday
of April, in which event the meeting shall be held on the date and at the
time specified in such resolution.

                 (As Amended February 25, 1997)

          SECTION 3. Special Meetings. Special meetings of the
shareholders for any purpose or purposes may be called by the Chairman of
the Board, the President or by a majority of the Board of Directors.
Business transacted at any such meeting shall be confined to the objects
stated in the call and matters germane thereto.

                   (As Amended June 29, 1993)

          SECTION 4. Notice of Meetings; Waiver. Written or printed
notice, stating the place, day and hour of the annual and/or special
meetings of the shareholders, and in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered
or mailed by the Secretary, or by the officer or persons entitled to call
the meeting, to each shareholder of record entitled by the Amended
Articles of Incorporation (hereinafter referred to as the ``Amended
Articles'') and by law to vote at such meeting, at such address as
appears upon the records of the Corporation, at least ten (10) days
before the date of the meeting.

          Notice of any shareholders meeting may be waived in writing by
any shareholder, if the waiver sets forth in reasonable detail the
purposes for which the meeting is called and the time and place thereof.
Attendance at any meeting, in person or by proxy, shall constitute a
waiver of notice of such meeting.

                   (As Amended June 29, 1993)

          SECTION 5. Quorum. The holders of a majority of the shares
issued and outstanding and then entitled to vote, present in person or
represented by proxy, shall be requisite and sufficient to constitute a
quorum at all meetings of the shareholders for the transaction of
business, except as otherwise provided by law, by the Amended Articles,
or by these By-Laws. If, however, such majority shall not be present or
represented at any meeting of the shareholders, the shareholders present
in person or by proxy shall have power to adjourn the meeting from time
to time without notice, other than announcement at the meeting, until a
quorum shall attend, when any business may be transacted which might have
been transacted at the meeting as originally called.

          SECTION 6. Voting. At each meeting of the shareholders, every
shareholder entitled to vote may vote in person or by proxy appointed by
an instrument in writing subscribed by such shareholder or by his duly
authorized attorney and delivered to the Secretary of the meeting. Each
shareholder shall have one vote for each share of common stock registered
in his name at the time of the closing of the transfer books or taking
the record for said meeting. The vote for directors, and, upon the demand
of any shareholder, the vote upon any question before the meeting, shall
be by ballot. All elections shall be had by plurality vote and all other
questions shall be decided by a majority vote, except as otherwise
provided by law, by the Amended Articles or by these By-Laws.

          SECTION 7. New Business. At an annual meeting of shareholders
only such new business shall be conducted, and only such proposals shall
be acted upon, as shall have been properly brought before the annual
meeting. For any new business proposed by the Board of Directors to be
properly brought before the annual meeting, such new business shall be
approved by the Board of Directors and shall be stated in writing and
filed with the Secretary of the Corporation at least five (5) business
days before the date of the annual meeting, and all business so approved,
stated and filed shall be considered at the annual meeting. Any
shareholder may make any other proposal at the annual meeting, but unless
properly brought before the annual meeting, such proposal shall not be
acted upon at the annual meeting. For a proposal to be properly brought
before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation
not less than 30 days nor more than 60 days prior to the annual meeting;
provided, however, that if less than 40 days' notice or prior public
disclosure of the date of the annual meeting is given or made, notice by
the shareholder to be timely must be so delivered or received not later
than the close of business on the 10th calendar day following the earlier
of (1) the day on which such notice of the date of the annual meeting was
mailed or (2) the day on which such public disclosure was made. A
shareholder's notice to the Secretary of the Corporation shall set forth
as to each matter the shareholder proposes to bring before the annual
meeting (a) a brief description of the proposal desired to be brought
before the annual meeting and the reasons for conducting such business at
the annual meeting, (b) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business and any
other shareholders known by such shareholder to be supporting such
proposal, (c) the class and/or series and number of shares that are
beneficially owned by the shareholder on the date of such shareholder
notice and by any other shareholders known by such shareholder to be
supporting such proposal on the date of such shareholder notice, and (d)
any financial interest of the shareholder and any supporting shareholders
in such proposal.

          The Board of Directors may reject any shareholder proposal not
made in accordance with the terms of this Section 7. Alternatively, if
the Board of Directors fails to consider the validity of any shareholder
proposal, the presiding officer of the annual meeting shall, if the facts
warrant, determine and declare at the annual meeting that the shareholder
proposal was not made in accordance with the terms of this Section and,
if he should so determine, he shall so declare at the annual meeting and
any such business or proposal not properly brought before the annual
meeting shall not be acted upon at the annual meeting. This provision
shall not prevent the consideration and approval or disapproval at the
annual meeting of reports of officers, directors and committees of the
Board of Directors, but, in connection with such reports, no new business
shall be acted upon at such annual meeting unless stated, filed and
received as herein provided.

                    (As added June 26, 1990)

                         ARTICLE III.
                               
                           Directors

          SECTION 1. Number and Term. The number of directors of this
Corporation shall be sixteen (16). Such directors shall be elected for
such terms as may be specified in the Amended Articles.

                  (As Amended January 28, 1997)

          SECTION 2. Powers and Duties. In addition to the powers and
duties expressly conferred upon it either by law, by the Amended
Articles, or by these By-Laws, the Board of Directors may exercise all
such powers of the Corporation as are conferred upon the Corporation by
law and by the Amended Articles, and do all such lawful acts and things
as are not inconsistent with the law or the Amended Articles.

          Subject to the provisions of law and the Amended Articles, the
Board of Directors shall have absolute discretion in the declaration of
dividends and in fixing the date for the declaration and payment of
dividends.

          SECTION 3. Annual and Regular Meetings; Notice. The annual
meeting of the Board of Directors shall be held on the last Tuesday of
the month in which the annual meeting of shareholders is held, and other
regular meetings of the Board of Directors shall be held on the last
Tuesday of each month. If the day fixed pursuant to this Section for the
annual or any regular meeting shall be a legal holiday, then such annual
or regular meeting shall be held on the next succeeding business day.

          The annual meeting and all regular meetings of the Board of
Directors shall be held immediately following the Board of Directors
meeting of Indianapolis Power & Light Company, or if there is no such
meeting, at 1:30 P.M., at the principal office of the Corporation, unless
notice of a different time and/or place is given with respect to any such
meeting at least seven days prior thereto by mail or three days prior
thereto by telegraph. No notice of the annual or any regular meeting of
the Board of Directors shall be required unless such meeting is to be
held at a time and/or place other than the principal office of the
Corporation.

          SECTION 4. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President, or
by two-thirds (2/3) of the directors on two days' notice by mail or by
one day's notice by telephone or telegraph to each director, which notice
shall state the time, place and purpose of the holding of such meetings.
Any special meeting of the Board of Directors may be held either within
or without the State of Indiana.

          SECTION 5. Quorum. At all meetings of the Board of Directors a
majority of the directors shall be necessary and sufficient to consitute
a quorum for the transaction of business, and the affirmative vote of a
majority of the directors present shall be the act of the Board of
Directors, except as otherwise may be provided specifically by statute,
by the Amended Articles or by these By-Laws.

     If at any meeting of the Board of Directors there shall be less
than a quorum present, a majority of those directors present may adjourn
the meeting to another day and thereupon the Secretary shall mail,
telephone, or telegraph to each director, notice of the time and place of
the holding of such adjourned meeting. At any such adjourned meeting at
which there is a quorum present, any business may be transacted which
might have been transacted at the meeting as originally scheduled or
called.

          SECTION 6. Resignations. Any director of the Corporation may
resign at any time by giving written notice to the Board of Directors or
to the Chairman of the Board, the President or the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or if the time is not specified, upon receipt thereof. Unless
otherwise specified in the notice, the acceptance of such resignation
shall not be necessary to make it effective.

          SECTION 7. Vacancies. Except as otherwise provided in the
Amended Articles, any vacancy occurring in the Board of Directors caused
by resignation, death or other incapacity, or increase in the number of
directors may be filled by a majority vote of the remaining members of
the Board, until the next annual or special meeting of the shareholders
or, at the discretion of the Board of Directors, such vacancy may be
filled by vote of the shareholders at a special meeting called for that
purpose. Shareholders shall be notified of any increase in the number of
directors in the next mailing sent to shareholders following any such
increase.

          SECTION 8. Nominations of Directors. The Executive Committee of
the Board of Directors of the Corporation shall serve as the nominating
committee for the nomination of directors of the Corporation. In case a
person is to be elected to the Board by the Board of Directors because of
a vacancy existing on the Board, nomination shall be made only by the
Executive Committee pursuant to the affirmative vote of the majority of
its entire membership. The Executive Committee shall also make
nominations for directors to be elected by the shareholders of the
Corporation at an annual meeting of shareholders as provided in the
remainder of this Section 8.

          Only persons nominated in accordance with the procedures set
forth in this Section 8 shall be eligible for election as directors at an
annual meeting. The Executive Committee shall select the management
nominees for election as directors. Except in the case of a nominee
substituted as a result of the death, incapacity, disqualification or
other inability to serve of a management nominee, the Executive Committee
shall deliver written nominations to the Secretary of the Corporation at
least fifty (50) days prior to the date of the annual meeting. Management
nominees substituted as a result of the death, incapacity,
disqualification or other inability to serve of a management nominee
shall be delivered to the Secretary of the Corporation as promptly as
practicable. At the request of the Executive Committee, any person
nominated by that Committee for election as a director at an annual
meeting shall furnish to the Secretary of the Corporation that
information, described below, required to be set forth in a shareholder's
notice of nomination which pertains to the nominee. Provided the
Executive Committee selects the management nominees, no nominations for
directors except those made by the Executive Committee shall be voted
upon at the annual meeting unless other nominations by shareholders are
made in accordance with the provisions of this Section 8. Ballots bearing
the names of all the persons nominated for election as directors at an
annual meeting in accordance with the procedures sete forth in this
Section 8 by the Executive Committee and by shareholders shall be
provided for use at the annual meeting. However, except in the case of a
management nominee substituted as a result of the death, incapacity,
disqualification or other inability to serve of a management nominee, if
the Executive Committee shall fail or refuse to nominate a slate of
directors at least fifty (50) days prior to the date of the annual
meeting, nominations for directors may be made at the annual meeting by
any shareholder entitled to vote and shall be voted upon. No person shall
be elected as a director of the Corporation unless nominated in
accordance with the terms set forth in this Section 8.

          Nominations of individuals for election to the Board of
Directors of the Corporation at an annual meeting of shareholders may be
made by any shareholder of the Corporation entitled to vote for the
election of directors at that meeting who complies with the procedures
set forth in this Section 8. Such nominations, other than those made by
the Executive Committee, shall be made pursuant to timely notice in
writing to the Secretary of the Corporation as set forth in this Section
8. To be timely, a shareholder's notice shall be delivered to or mailed
and received at the principal executive offices of the Corporation not
less than 60 days nor more than 90 days prior to the date of each annual
meeting; provided, however, that if less than 60 days' notice or prior
public disclosure of the date of the annual meeting is given or made,
notice by the shareholder to be timely must be so delivered or received
not later than the close of business on the 10th calendar day following
the earlier of (1) the day on which such notice of the date of the annual
meeting was mailed or (2) the day on which such public disclosure was
made. Such shareholder's notice shall set forth (a) as to each person
whom the shareholder proposes to nominate for election or re-election as
a director (i) the name, age, business address and residence address of
such person, (ii) the principal occupation or employment of such person,
(iii) the class and/or series and number of shares that are beneficially
owned by such person on the date of such shareholder notice and (iv) any
other information relating to such person that is required to be
disclosed in solicitations of proxies with respect to nominees for
election as directors, pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended, and (b) as to the shareholder giving
the notice (i) the name and address, as they appear on the Corporation's
books, of such shareholder and any other shareholders known by such
shareholder to be supporting such nominee(s) and (ii) the class and/or
series and number of shares that are beneficially owned by such
shareholder on the date of such shareholder notice and by any other
shareholders known by such shareholder to be supporting such nominee(s)
on the date of such shareholder notice.

          The Board of Directors may reject any nomination by a
shareholder not made in accordance with the terms of this Section 8.
Alternatively, if the Board of Directors fails to consider the validity
of any nominations by a shareholder, the presiding officer of the annual
meeting shall, if the facts warrant, determine and declare at the annual
meeting that a nomination was not made in accordance with the terms of
this Section 8, and, if he should so determine, he shall so declare at
the annual meeting and the defective nomination shall be disregarded.

                    (As added June 26, 1990)

                          ARTICLE IV.
                               
             Committees Of The Board Of Directors

          SECTION 1. Executive Committee.

          Number and Powers. The Board of Directors shall create an
Executive Committee consisting of the Chairman of the Board and the
President, as ex officio members, and two or more directors who shall be
elected by a majority of the whole Board of Directors, from time to time,
to hold office until the next annual meeting of the Board of Directors
and until their respective successors are duly elected and qualified. The
Board of Directors shall designate the Chairman of such Committee.

          The Executive Committee shall have and exercise (except as
otherwise provided by law or by the Board of Directors and except when
the Board of Directors shall be in session) such powers and rights of the
full Board of Directors in the management of the business and affairs of
the Corporation as may be lawful, and it shall have power to authorize
the seal of the Corporation to be affixed to all papers which may require
it.

          Meetings and Notice. Meetings of the Executive Committee may be
held either at the office of the Corporation in the City of Indianapolis,
Indiana, or at such other places as the Executive Committee or Chairman
thereof shall from time to time designate. Such meetings may be called by
or at the request of the Chairman or any member of the Executive
Committee by giving at least twenty-four (24) hours' advance notice to
each member of the Executive Committee. Such notice may be given
personally or by telephone or telegraph.

          Quorum. A majority of the Executive Committee shall constitute
a quorum for the transaction of business, and the affirmative vote of
such majority shall be necessary to the determination of any question.

          Compensation. The members of the Executive Committee, other
than ex officio members, shall be entitled to receive such compensation
as may be determined from time to time by the Board of Directors.

          Minutes. Minutes of the meeting of the Executive Committee
shall be kept and read at the next meeting of the Board of Directors.

          Vacancies. Vacancies occurring in the Executive Committee shall
be filled by the Board of Directors at any meeting of said Board.

          SECTION 2. Audit Committee. The Board of Directors, by a
majority vote of the whole Board of Directors, may designate three (3) or
more members of such Board who shall not be officers of the Corporation
or its subsidiaries, to constitute an Audit Committee. Members of such
Committee shall serve for terms of one (1) year and until their
successors are duly elected and qualified. Such Committee shall have and
exercise such authority as shall be specified in the resolution of the
Board of Directors appointing such Committee. The Chairman of such Audit
Committee shall be designated by the Board of Directors.

          SECTION 3. Compensation Committee. The Board of Directors, by a
vote of a majority of the whole Board of Directors, may designate three
(3) or more members of such Board, who are not officers of the
Corporation or its subsidiaries, to constitute a Compensation Committee.
Members of such Committee shall serve for terms of one (1) year and until
their successors are duly elected and qualified. Such Committee shall
have and exercise such authority as shall be specified in the resolution
of this Board of Directors appointing such Committee. A Chairman and a
Vice-Chairman of the Compensation Committee may be designated by the
Board of Directors.

          SECTION 4. Committee on Strategies. The Board of Directors, by
majority vote of the whole Board of Directors, may designate three (3) or
more members of such Board, who are not officers of the Corporation or
its subsidiaries, to constitute a Committee on Strategies. Members of
such Committee shall serve for terms of one (1) year and until their
successors are duly elected and qualified. Such Committee shall have and
exercise such authority as shall be specified in the resolution of this
Board of Directors appointing such Committee. A Chairman and a
Vice-Chairman of the Committee on Strategies may be designated by the
Board of Directors.

                    (As Added April 26, 1994)

                          ARTICLE V.
                               
                  Officers Of The Corporation

          SECTION 1. Officers. The officers of the Corporation shall be a
Chairman of the Board, a Vice-Chairman of the Board, a President, one or
more Vice Presidents, a Secretary, a Treasurer, a Controller, and, if the
Board of Directors desires, one or more Assistant Vice Presidents,
Assistant Secretaries, Assistant Treasurers and Assistant Controllers,
who shall be elected by the Board of Directors at its annual meeting. Any
two or more of such offices may be held by the same person, except that
the duties of the President and the Secretary, shall not be performed by
the same person. In the election of Vice Presidents, the Board of
Directors may give each vice presidency such special designation as it
may deem appropriate. The Chairman of the Board and the President shall
be chosen from among the directors.
 (As Amended November 13, 1989 to be Effective February 1, 1990)

          The Board of Directors may appoint such other officers and
agents as it shall deem necessary, who shall have such authority and
perform such duties as from time to time shall be prescribed by the Board
of Directors.
 
         SECTION 2. Salaries. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors. No officer shall be
prevented from receiving such salary by reason of the fact he is also a
director of the Corporation.

          SECTION 3. Terms; Removal. The officers of the Corporation
shall hold office for one year and until their successors are duly
elected and qualified; provided, however, that any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors.

          SECTION 4. Resignations. Any officer of the Corporation may
resign at any time by giving written notice to the Board of Directors, to
the Chairman of the Board, to the President, or to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or if the time be not specified, upon receipt thereof. Unless
otherwise specified in the notice, the acceptance of such resignation
shall not be necessary to make it effective.

          SECTION 5. Vacancies. If the office of the Chairman of the
Board, the President, any Vice President, the Secretary, the Treasurer,
the Controller, any Assistant Vice President, Assistant Secretary,
Assistant Treasurer, or Assistant Controller, or other officer or agent,
is vacant or becomes vacant by reason of death, resignation, retirement,
disqualification, removal from office or the creation of a new office,
the Board of Directors shall elect a person to such office who shall hold
office for the unexpired term in respect of which such vacancy occurred;
provided that, in its discretion, the Board of Directors, by vote of a
majority of the whole Board, may leave unfilled for such period as it
deems appropriate any office, except the offices of President, Secretary,
Treasurer and Controller.

          SECTION 6. Duties of Officers May Be Delegated. In case of the
absence of any officer of the Corporation, or for any other reason that
the Board of Directors may deem sufficient, the Board of Directors may
delegate the power or duties of such officer to any other officer, or to
any director for the time being.

          SECTION 7. Chairman and Vice-Chairman of the Board. The
Chairman of the Board shall be the chief executive officer of the
Corporation. Subject to the control of the Board of Directors, he shall
have general charge of, and supervision and authority over, the business
and affairs of the Corporation. He shall preside at all meetings of the
shareholders and directors. He shall have such other duties as may be
assigned to him by the Board of Directors.

          The Vice-Chairman of the Board shall assist the Chairman of the
Board in the discharge of the latter's duties in the manner and to the
extent designated by the Board of Directors or the Chairman of the Board.
In the absence of the Chairman of the Board, the Vice-Chairman of the
Board shall preside at all meetings of shareholders and directors. He
shall perform such other duties as are incident to his office or as are
assigned to him by the Board of Directors or the Chairman of the Board.
(As Amended November 13, 1989 to be Effective February 1, 1990)

          SECTION 8. President. The President shall be the chief
operating officer of the Corporation. Subject to the supervision of the
Chairman of the Board and the Board of Directors, itself, he shall have
general charge of, and supervision and authority over, the operations of
the Corporation. He shall perform such other duties as are incident to
his office or as may be assigned to him by the Board of Directors or the
Chairman of the Board.

 (As Amended November 13, 1989 to be Effective February 1, 1990)

         SECTION 9. Vice-Presidents. Subject to the control of the Board
of Directors, the Chairman of the Board and the President, the Vice
Presidents and the Assistant Vice Presidents shall have such power, and
perform such duties, as the Board of Directors, the Chairman of the
Board, or the President, from time to time shall assign to them, and, in
the case of Assistant Vice Presidents, such powers and duties as may be
assigned to them by the respective Vice Presidents whom they assist.

          SECTION 10. Secretary and Assistant Secretaries. The Secretary
shall attend all meetings of the shareholders and Board of Directors, and
shall record all votes and other proceedings in a book to be kept for
that purpose. He shall give, or cause to be given, all required notices
of meetings of the shareholders and Board of Directors. He shall have
custody of the seal of the Corporation and of its records (other than
accounting records) and shall perform such other duties as usually
appertain to the office of Secretary and as may be prescribed by the
Board of Directors, the Chairman of the Board or the President.

          The Assistant Secretaries shall perform such other duties as
shall be delegated to them by the Board of Directors, the Chairman of the
Board, the President or the Secretary.

          SECTION 11. Treasurer and Assistant Treasurers. The Treasurer
shall have custody of the corporate funds and securities, and shall keep
full and accurate accounts of receipts and disbursements in books of the
Corporation to be kept for that purpose. He shall deposit all moneys and
other valuable effects in the name and to the credit of the Corporation
in such depositaries as may be designated by authority of the Board of
Directors, and shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements. He shall render to the Board of Directors, whenever it may
so require, an account of all his transactions as Treasurer and of the
financial condition of the Corporation. He shall have such other powers
and duties as may be assigned to him by the Board of Directors, the
Chairman of the Board or the President.

          The Assistant Treasurers shall perform such duties as shall be
delegated to them by the Board of Directors, the Chairman of the Board,
the President or the Treasurer.

          SECTION 12. Controller and Assistant Controllers. The
Controller shall be the chief accounting officer of the Corporation. He
shall keep or cause to be kept all books of account and accounting
records of the Corporation, and shall render appropriate financial
statements to the Board of Directors and to the shareholders. He shall
perform such other duties as usually appertain to the office of the
Controller and as may be prescribed by the Board of Directors, the
Chairman of the Board or the President.

          The Assistant Controllers shall perform such other duties as
shall be delegated to them by the Board of Directors, the Chairman of the
Board, the President or the Controller.


                          ARTICLE VI.
                               
                            Shares


          SECTION 1. Certificates. The certificates for shares in the
Corporation shall be consecutively numbered in the order of their issue,
and each certificate shall state the name of the registered holder, the
number of shares represented thereby, the par value of each share or a
statement that such shares have no par value, whether such shares have
been fully paid and are non-assessable, the kind and class of shares
represented thereby, and a statement or summary of the relative rights,
interests, preferences and restrictions of all classes of such shares;
provided, that if the Board of Directors so authorizes, such statement or
summary may be omitted from the certificate if it shall be set forth upon
the face or back of the certificate that such statement, in full, will be
furnished by the Corporation to any shareholder upon written request and
without charge.

          Certificates for shares shall be in such form, consistent with
the Amended Articles, as the Board of Directors shall approve. Such
certificates shall be signed by the President, or a Vice President, and
the Secretary, or an Assistant Secretary, and shall be sealed with the
corporate seal, which seal may be an original impression or a facsimile
thereof. The signature of the above named officers, the registrar, and
transfer agent on the certificates for shares in the Corporation may be
an original signature or a facsimile thereof.

                 (As Amended February 27, 1996)

          SECTION 2. Record of Shareholders. The Corporation shall keep
at its principal office a complete and accurate list of the shareholders
of each class of shares issued and outstanding setting forth the names
and addresses of the shareholders of each class and the number of shares
held by each such shareholder.

          The Corporation shall be entitled to treat the holder of record
of any share or shares as the owner in fact thereof and accordingly shall
not be bound to recognize any equitable or other claim to or interest in
such shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise expressly provided
by the laws of the State of Indiana.

          SECTION 3. Transfers of Shares. The transfer of shares may be
made on the books of the Corporation only by the holder thereof or his
duly authorized attorney and upon surrender of the certificate
representing the same, properly endorsed and/or assigned; title to
certificates and to the shares represented thereby can be transferred
only as provided by the laws of the State of Indiana.

          SECTION 4. Transfer Books; Record Date. The books for the
transfer of the shares of the Corporation may be closed for such period,
in anticipation of shareholders' meetings, the payment of dividends or
the allotment of rights, as the Board of Directors from time to time may
determine. In lieu of providing for the closing of the transfer books,
the Board of Directors may, in its discretion, fix a date as prescribed
by the laws of the State of Indiana, for any such meeting, payment, or
allotment as a record date for such purpose.

          SECTION 5. Transfer Agents and Registrars. The Board of
Directors may appoint one or more transfer agents and registrars for its
shares or appoint qualified agents to perform both the functions of
transfer agent and registrar. The Board of Directors may require all
certificates for shares to bear the manual signature of either a transfer
agent or of a registrar, or both.

          SECTION 6. Lost or Destroyed Certificates. Any person claiming
a certificate for shares to be lost or destroyed shall make an affidavit
or affirmation of that fact and shall give the Corporation and/or the
transfer agents and/or the registrars, if they shall so require, a bond
of indemnity, in form and with one or more sureties satisfactory to the
officers of the Corporation, and/or the transfer agents, and/or the
registrars, whereupon a new certificate may be issued of the same tenor
and for the same number of shares as the one alleged to be lost or
destroyed; or in lieu of the foregoing procedure, such person may proceed
in accordance with the laws of the State of Indiana.

                         ARTICLE VII.
                               
                Checks, Notes, Contracts, Etc.


          SECTION 1. Checks; Notes. All checks, notes, drafts,
acceptances, or other demands or orders for the payment of money of the
Corporation shall be signed by such officer or officers, or person or
persons, as the Board of Directors may from time to time designate. When
so authorized by the Board of Directors, the signatures of such officers
on any bonds, notes, debentures, or other evidences of indebtedness may
be facsimiles and such facsimiles on such instruments shall be deemed the
equivalent of and constitute the written signatures of such officers for
all purposes including, but not limited to, the full satisfaction of any
signature requirements of the laws of the State of Indiana on the
negotiable bonds, notes, debentures, and other evidence of indebtedness
of the Corporation.

          SECTION 2. Contracts Requiring Seal. All contracts, deeds,
mortgages, leases or instruments that require the seal of the Corporation
shall be signed by the President, or a Vice President, and by the
Secretary, or an Assistant Secretary, or by such officer or officers, or
person or persons, as the Board of Directors may by resolution prescribe,
except as provided in Section 1 of this Article VII. Such seal may be an
original impression or an engraved or imprinted facsimile thereof.


                         ARTICLE VIII.
                               
                             Seal

          The corporate seal shall have inscribed thereon the name of the
Corporation and the word ``SEAL''.



                          ARTICLE IX.
                               
                          Fiscal Year

          The fiscal year shall be the calendar year.


                           ARTICLE X.

                    Miscellaneous Provisions

          SECTION 1. Inspection of Books. The Board of Directors shall
determine from time to time whether, and, if allowed, when and under what
conditions and regulations, the accounts and books of the Corporation
(except such as by statute may be specifically open to inspection), or
any of them, shall be open to the inspection of the shareholders, and the
shareholders' rights in this respect are and shall be restricted and
limited accordingly.

          SECTION 2. Notices. Whenever under the provisions of these
By-Laws notice is required to be given to any director, officer, or
shareholder, it may be given by depositing the same with the United
States Postal Service, in a postpaid sealed wrapper, addressed to such
director, officer, or shareholder at such address as appears on the books
of the Corporation, or in default of other address, to such director,
officer or shareholder at the General Post Office in the City of
Indianapolis, Indiana, and such notice shall be deemed to be given at the
time of such mailing.

          SECTION 3. Waiver. Any director, officer or shareholder may
waive any notice required to be given under these By-Laws either before,
at, or after any meeting, and such waiver shall be equally as effective
as the due service of notice.



                          ARTICLE XI.
                               
                     Amendments and Repeal


          SECTION 1. Amendments. These By-Laws may be altered, amended or
repealed, and new By-Laws may be made at any annual, regular, or special
meeting of the Board of Directors by the affirmative vote of a majority
of the whole Board of Directors at the time of such action.

          SECTION 2. Repeal. All By-Laws of the Corporation, and
amendments thereto, heretofore made and adopted by the shareholders
and/or the Board of Directors of the Corporation are hereby expressly
repealed.