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,
                           February 25, 1997,
                            January 26, 1999,
                         February 23, 1999, and
                             April 27, 1999
                           ----------------



                               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,
                       February 25, 1997,
                       January 26, 1999,
                     February 23, 1999, and
                         April 27, 1999
                           --------------


                            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 75
days nor more than 100 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 and the reasons for conducting such
business at 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 Amended January 26, 1999)


                       ARTICLE III.

                         Directors

     SECTION 1. Number and Term. The number of directors
of this Corporation shall be fifteen (15). Such directors
shall be elected for such terms as may be specified in
the Amended Articles.

            (As Amended February 23, 1999)

     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. Other regular meetings of the
Board of Directors shall be held on the last Tuesday of
the month in the months of January, February, April,
July, October, November and December. 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.

          (As Amended April 27, 1999)

     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 constitute 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 set 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.