EXHIBIT 3.(ii)

                         CODE OF BY-LAWS

                               AND

                       CODE OF REGULATIONS

                               OF

                    INDIANA GAS COMPANY, INC.

                     AS AMENDED AND RESTATED

                     IN FULL ON JULY 1, 1987
               AS FURTHER AMENDED OCTOBER 27, 1989
               AS FURTHER AMENDED AUGUST 31, 1990
                AS FURTHER AMENDED JULY 26, 1991
              AS FURTHER AMENDED SEPTEMBER 24, 1993
              AS FURTHER AMENDED FEBRUARY 25, 1994
                AS FURTHER AMENDED JULY 28, 1995
                AS FURTHER AMENDED APRIL 26, 1996
                AS FURTHER AMENDED JULY 26, 1996
                 AS FURTHER AMENDED MAY 1, 1997
         AS FURTHER AMENDED AND RESTATED MARCH 31, 2000
          AS FURTHER AMENDED AND RESTATED JUNE 8, 2000


                            ARTICLE I

                             OFFICES

     SECTION 1.  PRINCIPAL OFFICE.  The principal office (the
"Principal Office") of Indiana Gas Company, Inc. (the
"Corporation") shall be at the registered office of the
Corporation, or such other place as shall be determined by
resolution of the Board of Directors of the Corporation (the
"Board").

     SECTION 2.  OTHER OFFICES.  The Corporation may have such
other offices at such other places within or without the State of
Indiana as the Board may from time to time designate, or as the
business of the Corporation may require.

                           ARTICLE II

                     SHAREHOLDERS' MEETINGS

     SECTION 1.  PLACE OF MEETING.  Every meeting of the
shareholders of the Corporation (the "Shareholders") shall be held
at the Principal Office, unless a different place is specified in
the notice or waiver of notice of such meeting or by resolution of
the Board or the Shareholders, in which event such meeting may be
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 held at the place so specified, either within or without the
State of Indiana.

     SECTION 2.  ANNUAL MEETING.  The annual meeting of the
Shareholders (the "Annual Meeting") shall be held each year at a
date and time determined by the Board, for the purpose of electing
directors of the Corporation ("Directors") and for the transaction
of such other business as may legally come before the Annual
Meeting.  If for any reason the Annual Meeting shall not be held
at the date and time specified or fixed as herein provided, the
business to be transacted at such Annual Meeting may be transacted
at any special meeting of the Shareholders (a "Special Meeting")
called for that purpose.

     SECTION 3.  NOTICE OF ANNUAL MEETING.  Written or printed
notice of the Annual Meeting, stating the date, time and place
thereof, shall be delivered or mailed by the Secretary or an
Assistant Secretary to each Shareholder of record entitled to
notice of such Meeting, at such address as appears on the records
of the Corporation, at least ten and not more than sixty days
before the date of such Meeting.

     SECTION 4.  SPECIAL MEETINGS.  Special Meetings, for any
purpose or purposes (unless otherwise prescribed by law), may be
called by the Board or the President, and shall be called by the
President or any Vice President at (a) the request in writing of a
majority of the Board, or (b) at the written demand, delivered to
the Secretary, of Shareholders holding of record not less than
fifty percent (50%) of the voting power of all the shares of the
Corporation ("Shares") issued and outstanding and entitled by the
Amended and Restated Articles of Incorporation of the Corporation,
as the same may, from time to time, be amended (the "Articles"),
to vote on the business proposed to be transacted thereat.  All
requests or demands for Special Meetings shall state the purpose
or purposes thereof, and the business transacted at such Meeting
shall be confined to the purposes stated in the call and matters
germane thereto.

     SECTION 5.  NOTICE OF SPECIAL MEETINGS.  Written or printed
notice of all Special Meetings, stating the date, time, place and
purpose or purposes thereof, shall be delivered or mailed by the
Secretary or the President or the Vice President calling the
Meeting to each Shareholder of record entitled to notice of such
Meeting, at such address as appears on the records of the
Corporation, at least ten and not more than sixty days before the
date of such Meeting.  Notice of any Special Meeting called at the
written demand of Shareholders shall be delivered or mailed within
sixty days of the Secretary's receipt of such demand.

     SECTION 6.  WAIVER OF NOTICE OF MEETINGS.  Notice of any
Annual or Special Meeting (a "Meeting") may be waived in writing
by any Shareholder, before or after the date and time of the
Meeting specified in the notice thereof, by a written waiver
delivered to the Corporation for inclusion in the minutes or
filing with the corporate records.  A Shareholder's attendance at
any Meeting in person or by proxy shall constitute a waiver of (a)
notice of such Meeting, unless the Shareholder at the beginning of
the Meeting objects to the holding of or the transaction of
business at the Meeting, and (b) consideration at such Meeting of
any business that is not within the purpose or purposes described
in the Meeting notice, unless the Shareholder objects to
considering the matter when it is presented.

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     SECTION 7.  QUORUM.  At any Meeting, the holders of a
majority of the voting power of Shares issued and outstanding and
entitled to vote at such Meeting, represented in person or by
proxy, shall constitute a quorum for the election of Directors or
for the transaction of other business, unless otherwise provided
by law, the Articles or this Code of By-Laws and Code of
Regulations, as the same may, from time to time, be amended (these
"By-Laws").  If, however, a quorum shall not be present or
represented at any Meeting, the Shareholders entitled to vote
thereat, present in person or represented by proxy, shall have
power to adjourn the Meeting from time to time, without notice
other than announcement at the Meeting of the date, time and place
of the adjourned Meeting, unless the date of the adjourned Meeting
requires that the Board fix a new record date (the "Record Date")
therefor, in which case notice of the adjourned Meeting shall be
given.  At such adjourned Meeting, if a quorum shall be present or
represented, any business may be transacted that might have been
transacted at the Meeting as originally scheduled.

     SECTION 8.  VOTING.  At each Meeting, every Shareholder
entitled to vote shall have one vote for each Share standing in
his name on the books of the Corporation as of the Record Date
fixed by the Board for such Meeting, except as otherwise provided
by law or the Articles, and except that no Share shall be voted at
any Meeting upon which any installment is due and unpaid. Voting
for Directors and, upon the demand of any Shareholder, voting upon
any question properly before a Meeting, shall be by ballot.  A
plurality vote shall be necessary to elect any Director, and on
all other matters, the action or a question shall be approved if
the number of votes cast thereon in favor of the action or
question exceeds the number of votes cast opposing the action or
question, except as otherwise provided by law or the Articles.

     SECTION 9.  SHAREHOLDER LIST.  The Secretary shall prepare
before each Meeting a complete list of the Shareholders entitled
to notice of such Meeting, arranged in alphabetical order by class
of Shares (and each series within a class), and showing the
address of, and the number of Shares entitled to vote held by,
each Shareholder (the "Shareholder List").  Beginning five
business days before the Meeting and continuing throughout the
Meeting, the Shareholder List shall be on file at the Principal
Office or at a place identified in the Meeting Notice in the city
where the Meeting will be held, and shall be available for
inspection by any Shareholder entitled to vote at the Meeting.  On
written demand, made in good faith and for a proper purpose and
describing with reasonable particularity the Shareholder's
purpose, and if the Shareholder List is directly connected with
the Shareholder's purpose, a Shareholder (or such Shareholder's
agent or attorney authorized in writing) shall be entitled to
inspect and to copy the Shareholder List, during regular business
hours and at the Shareholder's expense, during the period the
Shareholder List is available for inspection.  The original stock
register or transfer book (the "Stock Book"), or a duplicate
thereof kept in the State of Indiana, shall be the only evidence
as to who are the Shareholders entitled to examine the Shareholder
List, or to notice of or to vote at any Meeting.

     SECTION 10.  PROXIES.  A Shareholder may vote either in
person or by proxy executed in writing by the Shareholder or a
duly authorized attorney-in-fact.  No proxy shall be valid after
eleven months from the date of its execution, unless a longer time
is expressly provided therein.

<PAGE>

                           ARTICLE III

                       BOARD OF DIRECTORS

     SECTION 1.  NUMBER.  The business and affairs of the
Corporation shall be managed by a Board of not less than one (1)
nor more than eight (8) Directors.  Directors shall be elected at
each Annual Meeting of the Shareholders by the holders of the
Common Stock entitled by the Articles to elect Directors.

     SECTION 2.  VACANCIES AND REMOVAL.  Any vacancy occurring in
the Board shall be filled as provided in the Articles.
Shareholders shall be notified of any increase in the number of
Directors and the name, principal occupation and other pertinent
information about any Director elected by the Board to fill any
vacancy.  Any Director, or the entire Board, may be removed from
office only as provided in the Articles.

     SECTION 3.  POWERS AND DUTIES.  In addition to the powers and
duties expressly conferred upon it by law, the Articles or these
By-Laws, the Board may exercise all such powers of the Corporation
and do all such lawful acts and things as are not inconsistent
with the law, the Articles or these By-Laws.

     SECTION 4.  ANNUAL BOARD MEETING.  Unless otherwise
determined by the Board, the Board shall meet each year on the
same day as the Annual Meeting, at the place where such Meeting
has been held, for the purpose of organization, election of
Officers of the Corporation (the "Officers") and consideration of
any other business that may properly be brought before such annual
meeting of the Board (the "Annual Board Meeting").  The time of
the meeting shall be specified in the notice for the holding of
the Annual Board Meeting.  If the Annual Board Meeting is not held
as above provided, the election of Officers may be held at any
subsequent duly constituted meeting of the Board (a "Board
Meeting").

     SECTION 5.  REGULAR BOARD MEETINGS.  Regular meetings of the
Board ("Regular Board Meetings") may be held at stated times or
from time to time, and at such place, either within or without the
State of Indiana, as the Board may determine, without call and
without notice.

     SECTION 6.  SPECIAL BOARD MEETINGS.  Special meetings of the
Board ("Special Board Meetings") may be called at any time or from
time to time, and shall be called on the written request of at
least one Director or the President, by causing the Secretary or
any Assistant Secretary to give to each Director, either
personally or by mail, telephone, telegraph, teletype or other
form of wire or wireless communication at least two days' notice
of the date, time and place of such Meeting.  Special Board
Meetings shall be held at the Principal Office or at such other
place, within or without the State of Indiana, as shall be
specified in the respective notices or waivers of notice thereof.

<PAGE>

     SECTION 7.  WAIVER OF NOTICE AND ASSENT.  A Director may
waive notice of any Board Meeting before or after the date and
time of the Board Meeting stated in the notice by a written waiver
signed by the Director and filed with the minutes or corporate
records.  A Director's attendance at or participation in a Board
Meeting shall constitute a waiver of notice of such Meeting and
assent to any corporate action taken at such Meeting, unless (a)
the Director at the beginning of such Meeting (or promptly upon
his arrival) objects to holding of or transacting business at the
Meeting and does not thereafter vote for or assent to action taken
at the Meeting; (b) the Director's dissent or abstention from the
action taken is entered in the minutes of such Meeting; or (c) the
Director delivers written notice of his dissent or abstention to
the presiding Director at such Meeting before its adjournment, or
to the Secretary immediately after its adjournment.  The right of
dissent or abstention is not available to a Director who votes in
favor of the action taken.

     SECTION 8.  QUORUM.  At all Board Meetings, a majority of the
number of Directors designated for the full Board (the "Full
Board") shall be necessary to constitute a quorum for the
transaction of any business, except (a) that for the purpose of
filling of vacancies a majority of Directors then in office shall
constitute a quorum, and (b) that a lesser number may adjourn the
Meeting from time to time until a quorum is present.  The act of a
majority of the Board present at a Meeting at which a quorum is
present shall be the act of the Board, unless the act of a greater
number is required by law, the Articles or these By-Laws.

     SECTION 9. COMMITTEES OF THE BOARD. The Board may, by
resolution adopted by a majority of the Full Board, designate
regular or special committees of the Board ("Committees"), in each
case comprised of two or more Directors and to have such powers
and exercise such duties as shall be provided by resolution of the
Board.

     SECTION 10.  RESIGNATIONS.  Any Director may resign at any
time by giving written notice to the Board, the President or the
Secretary.  Any such resignation shall take effect when delivered
unless the notice specifies a later effective date.  Unless
otherwise specified in the notice, the acceptance of such
resignation shall not be necessary to make it effective.

                           ARTICLE IV

                            OFFICERS

     SECTION 1.  OFFICERS.  The Officers shall be the President,
one or more Vice Presidents, the Secretary and the Treasurer, and
may include one or more Assistant Secretaries, one or more
Assistant Treasurers, a Controller and one or more Assistant
Controllers.  Any two or more offices may be held by the same
person and not all offices must be filled.  The Board may from
time to time elect or appoint such other Officers as it shall deem
necessary, who shall exercise such powers and perform such duties
as may be prescribed from time to time by these By-Laws or, in the
absence of a provision in these By-Laws in respect thereto, as may
be prescribed from time to time by the Board.

     SECTION 2.  ELECTION OF OFFICERS.  The Officers shall be
elected by the Board at the Annual Board Meeting and shall hold
office for one year or until their respective successors shall
have been duly qualified and elected; provided, however, that the

<PAGE>
Board may at any time elect one or more persons to new or
different offices and/or change the title, designation and duties
and responsibilities of any of the Officers consistent with the
law, the Articles and these By-Laws.

     SECTION 3.  VACANCIES; REMOVAL.  Any vacancy among the
Officers may be filled for the unexpired term by the Board.  Any
Officer may be removed at any time by the affirmative vote of a
majority of the Full Board.

     SECTION 4.  DELEGATION OF DUTIES.  In the case of the
absence, disability, death, resignation or removal from office of
any Officer, or for any other reason that the Board shall deem
sufficient, the Board may delegate, for the time being, any or all
of the powers or duties of such Officer to any other Officer or to
any Director.

     SECTION 5.  PRESIDENT.  The President, subject to the
supervision of the Board, shall have general charge of, and
supervision and authority over, the operations of the Corporation,
and shall have such other powers and perform such other duties as
are incident to this office and as may be assigned to him by the
Board.  The President shall preside at all Shareholders' Meetings
unless otherwise determined by the Board.

     SECTION 6.  VICE PRESIDENTS.  Each of the Vice Presidents
shall have such powers and perform such duties as may be
prescribed for him by the Board or delegated to him by the
President.  In the case of the absence, disability, death,
resignation or removal from office of the President, the powers
and duties of the President shall, for the time being, devolve
upon and be exercised by the Executive Vice President, if there be
one, and if not, then by such one of the Vice Presidents as the
Board or the President may designate, or, if there be but one Vice
President, then upon such Vice President; and he shall thereupon,
during such period, exercise and perform all of the powers and
duties of the President, except as may be otherwise provided by
the Board.

     SECTION 7.  SECRETARY.  The Secretary shall have the custody
and care of the records, minutes and the Stock Book of the
Corporation; shall attend all Shareholders' Meetings and Board
Meetings, and duly record and keep the minutes of their
proceedings in a book or books to be kept for that purpose; shall
give or cause to be given notice of all Shareholders' Meetings and
Board Meetings when such notice shall be required; shall file and
take charge of all papers and documents belonging to the
Corporation; and shall have such other powers and perform such
other duties as are incident to the office of secretary of a
business corporation, subject at all times to the direction and
control of the Board and the President.

     SECTION 8.  ASSISTANT SECRETARIES.  Each of the Assistant
Secretaries shall assist the Secretary in his duties and shall
have such other powers and perform such other duties as may be
prescribed for him by the Board or delegated to him by the
President.  In case of the absence, disability, death, resignation
or removal from office of the Secretary, his powers and duties
shall, for the time being, devolve upon such one of the Assistant
Secretaries as the Board the President or the Secretary may
designate, or, if there be but one Assistant Secretary, then upon
such Assistant Secretary; and he shall thereupon, during such
period, exercise and perform all of the powers and duties of the
Secretary, except as may be otherwise provided by the Board.

<PAGE>

     SECTION 9.  TREASURER.  The Treasurer shall have control over
all records of the Corporation pertaining to moneys and securities
belonging to the Corporation; shall have charge of, and be
responsible for, the collection, receipt, custody and
disbursements of funds of the Corporation; shall have the custody
of all securities belonging to the Corporation; shall keep full
and accurate accounts of receipts and disbursements in books
belonging to the Corporation; and shall disburse the funds of the
Corporation as may be ordered by the Board, taking proper receipts
or making proper vouchers for such disbursements and preserving
the same at all times during his term of office.  When necessary
or proper, he shall endorse on behalf of the Corporation all
checks, notes or other obligations payable to the Corporation or
coming into his possession for or on behalf of the Corporation,
and shall deposit the funds arising therefrom, together with all
other funds and valuable effects of the Corporation coming into
his possession, in the name and the credit of the Corporation in
such depositories as the Board from time to time shall direct, or
in the absence of such action by the Board, as may be determined
by the President or any Vice President.  If the Board has not
elected a Controller or an Assistant Controller, or in the absence
or disability of the Controller and each Assistant Controller or
if, for any reason, a vacancy shall occur in such offices, then
during such period the Treasurer shall have, exercise and perform
all of the powers and duties of the Controller.  The Treasurer
shall also have such other powers and perform such other duties as
are incident to the office of treasurer of a business corporation,
subject at all times to the direction and control of the Board and
the President.

     If required by the Board, the Treasurer shall give the
Corporation a bond, in such an amount and with such surety or
sureties as may be ordered by the Board, for the faithful
performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the Corporation.

     SECTION 10.  ASSISTANT TREASURERS.  Each of the Assistant
Treasurers shall assist the Treasurer in his duties, and shall
have such other powers and perform such other duties as may be
prescribed for him by the Board or delegated to him by the
President.  In case of the absence, disability, death, resignation
or removal from office of the Treasurer, his powers and duties
shall, for the time being, devolve upon such one of the Assistant
Treasurers as the Board, the President or the Treasurer may
designate, or, if there be but one Assistant Treasurer, then upon
such Assistant Treasurer; and he shall thereupon, during such
period, exercise and perform all the powers and duties of the
Treasurer except as may be otherwise provided by the Board.  If
required by the Board, each Assistant Treasurer shall likewise
give the Corporation a bond, in such amount and with such surety
or sureties as may be ordered by the Board, for the same purposes
as the bond that may be required to be given by the Treasurer.

     SECTION 11.  CONTROLLER.  The Controller shall have direct
control over all accounting records of the Corporation pertaining
to moneys, properties, materials and supplies, including the
bookkeeping and accounting departments; shall have direct
supervision over the accounting records in all other departments
pertaining to moneys, properties, materials and supplies; shall
render to the President and the Board, at Regular Board Meetings
or whenever the same shall be required, an account of all his

<PAGE>
transactions as Controller and of the financial condition of the
Corporation; and shall have such other powers and perform such
other duties as are incident to the office of controller of a
business corporation, subject at all times to the direction and
control of the Board and the President.

     SECTION 12.  ASSISTANT CONTROLLERS.  Each of the Assistant
Controllers shall assist the Controller in his duties, and shall
have such other powers and perform such other duties as may be
prescribed for him by the Board or delegated to him by the
President.  In case of the absence, disability, death, resignation
or removal from office of the Controller, his powers and duties
shall, for the time being, devolve upon such one of the Assistant
Controllers as the Board, the President or the Controller may
designate, or, if there be but one Assistant Controller, then upon
such Assistant Controller; and he shall thereupon, during such
period, exercise and perform all the powers and duties of the
Controller, except as may be otherwise provided by the Board.

                            ARTICLE V

                     CERTIFICATES FOR SHARES

       SECTION   1.    CERTIFICATES.   Certificates   for   Shares
("Certificates") shall be in such form, consistent  with  law  and
the Articles, as shall be approved by the Board.  Certificates for
each class, or series within a class, of Shares, shall be numbered
consecutively as issued.  Each Certificate shall state the name of
the  Corporation and that it is organized under the  laws  of  the
State  of  Indiana; the name of the registered holder; the  number
and class and the designation of the series, if any, of the Shares
represented  thereby; and a summary of the designations,  relative
rights, preferences and limitations applicable to such class  and,
if   applicable,   the  variations  in  rights,  preferences   and
limitations  determined for each series and the authority  of  the
Board  to  determine such variations for future series;  provided,
however,  that  such  summary may be omitted  if  the  Certificate
states  conspicuously  on its front or back that  the  Corporation
will furnish the Shareholder such information upon written request
and  without  charge.  Each Certificate shall  be  signed  (either
manually or in facsimile) by (i) the President or a Vice President
and (ii) the Secretary or an Assistant Secretary, or by any two or
more Officers that may be designated by the Board.

      SECTION 2.  RECORD OF CERTIFICATES.  Shares shall be entered
in the Stock Book as they are issued, and shall be transferable on
the Stock Book by the holder thereof in person, or by his attorney
duly  authorized  thereto in writing, upon the  surrender  of  the
outstanding Certificate therefor properly endorsed.

      SECTION  3.   LOST  OR DESTROYED CERTIFICATES.   Any  person
claiming  a  Certificate  to  be  lost  or  destroyed  shall  make
affidavit  or  affirmation of that fact and, if the Board  or  the
President shall so require, shall give the Corporation and/or  the
transfer agents and registrars, if they shall so require,  a  bond
of  indemnity, in form and with one or more sureties  satisfactory
to  the  Board  or  the President and/or the transfer  agents  and
registrars,  in  such  amount as the Board or  the  President  may
direct  and/or  the  transfer agents and registrars  may  require,
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.

<PAGE>

SECTION  4.   SHAREHOLDER  ADDRESSES.   Every  Shareholder   shall
furnish the Secretary with an address to which notices of Meetings
and all other notices may be served upon him or mailed to him, and
in  default  thereof notices may be addressed to him at  his  last
known address or at the Principal Office.

                           ARTICLE VI

                   CORPORATE BOOKS AND RECORDS

      SECTION 1.  PLACES OF KEEPING.  Except as otherwise provided
by  law,  the Articles or these By-Laws, the books and records  of
the Corporation (including the "Corporate Records," as defined  in
the  Articles)  may  be kept at such place or  places,  within  or
without  the State of Indiana, as the Board may from time to  time
by  resolution  determine or, in the absence of such determination
by the Board, as shall be determined by the President.

      SECTION 2.  STOCK BOOK.  The Corporation shall keep  at  the
Principal  Office the original Stock Book or a duplicate  thereof,
or,  in case the Corporation employs a stock registrar or transfer
agent  within or without the State of Indiana, another  record  of
the  Shareholders in a form that permits preparation of a list  of
the  names  and addresses of all the Shareholders, in alphabetical
order  by class of Shares, stating the number and class of  Shares
held by each Shareholder (the "Record of Shareholders").

     SECTION 3.  INSPECTION OF CORPORATE RECORDS.  Any Shareholder
(or  the  Shareholder's agent or attorney authorized  in  writing)
shall be entitled to inspect and copy at his expense, after giving
the  Corporation at least five business days written notice of his
demand  to  do  so,  the  following Corporate  Records:   (1)  the
Articles;  (2)  these  By-Laws; (3) minutes of  all  Shareholders'
Meetings  and  records of all actions taken  by  the  Shareholders
without  a meeting (collectively, "Shareholders Minutes") for  the
prior   three  years;  (4)  all  written  communications  by   the
Corporation to the Shareholders including the financial statements
furnished  by  the Corporation to the Shareholders for  the  prior
three years; (5) a list of the names and business addresses of the
current  Directors  and the current Officers;  and  (6)  the  most
recent  Biennial  Report  of the Corporation  as  filed  with  the
Secretary   of  State  of  Indiana.   Any  Shareholder   (or   the
Shareholder's agent or attorney authorized in writing) shall  also
be  entitled to inspect and copy at his expense, after giving  the
Corporation  at  least five business days written  notice  of  his
demand to do so, the following Corporate Records, if his demand is
made  in  good  faith and for a proper purpose and describes  with
reasonable particularity his purpose and the records he desires to
inspect,  and the records are directly connected with his purpose:
(1)  to  the  extent not subject to inspection under the  previous
sentence,  Shareholders Minutes, excerpts from  minutes  of  Board
Meetings  and  of Committee meetings, and records of  any  actions
taken  by  the  Board  or  any Committee without  a  meeting;  (2)
appropriate  accounting records of the Corporation;  and  (3)  the
Record of Shareholders.

      SECTION  4.  RECORD DATE.  The Board may, in its discretion,
fix in advance a Record Date not more than seventy days before the
date (a) of any Shareholders' Meeting, (b) for the payment of  any
dividend  or  the making of any other distribution,  (c)  for  the
allotment  of  rights,  or (d) when any change  or  conversion  or
exchange of Shares shall go into effect.

<PAGE>
                           ARTICLE VII

            CHECKS, DRAFTS, DEEDS AND SHARES OF STOCK

     SECTION 1.  EXECUTION OF NEGOTIABLE INSTRUMENTS.  All checks,
drafts, notes, bonds, bills of exchange and orders for the payment
of  money  of the Corporation shall, unless otherwise directed  by
the  Board,  or  otherwise  required by  law,  be  signed  by  the
Treasurer  and  one  other  officer, or  such  other  officers  or
employees as may be directed by the President.

      SECTION 2.  DEEDS, NOTES, BONDS, MORTGAGES, CONTRACTS,  ETC.
All deeds, notes, bonds and mortgages made by the Corporation, and
all  other  written  contracts and agreements,  other  than  those
executed  in the ordinary course of corporate business,  to  which
the Corporation shall be a party, shall be executed in its name by
the President, a Vice President or any other Officer so authorized
by  the Board and, when necessary or required, the Secretary or an
Assistant  Secretary  shall  attest the  execution  thereof.   All
written contracts and agreements into which the Corporation enters
in  the ordinary course of corporate business shall be executed by
any  Officer or by any other Employee designated by the  President
or a Vice President to execute such contracts and agreements.

     SECTION 3.  SALE OR TRANSFER OF STOCK.  Subject always to the
further  orders  and directions of the Board, any share  of  stock
issued  by any corporation and owned by the Corporation (including
reacquired  Shares of the Corporation) may, for sale or  transfer,
be  endorsed in the name of the Corporation by the President or  a
Vice President, and said endorsement shall be duly attested by the
Secretary or an Assistant Secretary.

      SECTION 4.  VOTING OF STOCK OF OTHER CORPORATIONS.   Subject
always  to  the  further orders and directions of the  Board,  any
share  of  stock  issued  by any other corporation  and  owned  or
controlled by the Corporation (an "Investment Share") may be voted
at  any  shareholders' meeting of such other  corporation  by  the
President or a Vice President.  Whenever, in the judgment  of  the
President, it is desirable for the Corporation to execute a  proxy
or  give  a  shareholder's consent in respect  of  any  Investment
Share, such proxy or consent shall be executed in the name of  the
Corporation,  by  the  President or a Vice  President,  and,  when
necessary  or required, shall be attested by the Secretary  or  an
Assistant  Secretary.   Any person or persons  designated  in  the
manner  above  stated as the proxy or proxies of  the  Corporation
shall  have  full right, power and authority to vote an Investment
Share  the  same as such Investment Share might be  voted  by  the
Corporation.

                          ARTICLE VIII

                           FISCAL YEAR
<PAGE>

     SECTION 1.  FISCAL YEAR.  The Corporation's fiscal year shall
begin  on  January 1 of each year and end on December 31  of  that
year.

                           ARTICLE IX

                           AMENDMENTS

      SECTION  1.   AMENDMENTS.   These By-Laws  may  be  altered,
amended or repealed, in whole or in part, and new By-Laws  may  be
adopted,  at  any  Board  Meeting by the  affirmative  vote  of  a
majority of the Full Board.