CODE OF BY-LAWS
                                       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
                                    
                                    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
                                      
                                      SEAL
               
               SECTION 1.  CORPORATE SEAL.  The corporate seal of
          the Corporation (the "Seal") shall be circular in form and
          shall have inscribed thereon the words "INDIANA GAS
          COMPANY, INC. -- CORPORATE SEAL -- INDIANA."  Use of the
          Seal or an impression thereof shall not be required, and
          shall not affect the validity of any instrument
          whatsoever.
                                   
                                   ARTICLE III
                             
                             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 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 9:00 o'clock A.M. on the fourth Wednesday in
          January, or such other time or date determined by
          resolution of 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) the written demand, delivered to the Secretary, of
          Shareholders holding of record not less than a majority 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; provided however that, for
          purposes of calculating such majority, only shares which
          have been beneficially owned or held of record by the
          holders thereof for at least three (3) years shall be
          included.  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.
               
               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, 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.
               
               SECTION 11.  NOTICE OF SHAREHOLDER BUSINESS.  At any
          meeting of the shareholders, only such business may be
          conducted as shall have been properly brought before the
          meeting, and as shall have been determined to be lawful
          and appropriate for consideration by shareholders at the
          meeting.  To be properly brought before a meeting,
          business must be (a) specified in the notice of meeting
          given in accordance with Section 3 or 5 of this Article
          III, (b) otherwise properly brought before the meeting by
          or at the direction of the board of directors or the chief
          executive officer, or (c) otherwise properly brought
          before the meeting by a shareholder.  For business to be
          properly brought before a meeting by a shareholder
          pursuant to clause (c) above, 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 office of the Corporation, not less than fifty
          days nor more than ninety days prior to the meeting;
          provided, however, that in the event that less than sixty
          days' notice of the date of the meeting is given to
          shareholders, notice by the shareholder to be timely must
          be so received not later than the close of business on the
          tenth day following the day on which such notice of the
          date of the meeting was given.  A shareholder's notice to
          the secretary shall set forth as to each matter the
          shareholder proposes to bring before the meeting (a) a
          brief description of the business desired to be brought
          before the meeting, (b) the name and address, as they
          appear on the Corporation's stock records, of the
          shareholder proposing such business, (c) the class and
          number of shares of the Corporation which are beneficially
          owned by the shareholder, and (d) any interest of the
          shareholder in such business.  Notwithstanding anything in
          these by-laws to the contrary, no business shall be
          conducted at a meeting except in accordance with the
          procedures set forth in this Section 11.  The person
          presiding at the meeting shall, if the facts warrant,
          determine and declare to the meeting that business was not
          properly brought before the meeting in accordance with the
          by-laws, or that business was not lawful or appropriate
          for consideration by shareholders at the meeting, and if
          he should so determine, he shall so declare to the meeting
          and any such business shall not be transacted.
               
               SECTION 12.  NOTICE OF SHAREHOLDER NOMINEES.
          Nominations of persons for election to the Board of
          Directors of the Corporation may be made at any meeting of
          shareholders by or at the direction of the Board of
          Directors or by any shareholder of the Corporation
          entitled to vote for the election of directors at the
          meeting.  Shareholder nominations shall be made pursuant
          to timely notice given in writing to the Secretary of the
          Corporation in accordance with Section 11 of this Article
          III.  Such shareholder's notice shall set forth, in
          addition to the information required by Section 11, 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 number of shares of the
          Corporation which are beneficially owned by such person,
          (iv) any other information relating to such person that is
          required to be disclosed in solicitation of proxies for
          election of directors, or is otherwise required, in each
          case pursuant to Regulation 14A under the Securities
          Exchange Act of 1934, as amended (including, without
          limitation, such person's written consent to being named
          in the proxy statement as a nominee and to serving as a
          director, if elected), and (v) the qualifications of the
          nominee to serve as a director of the Corporation.  No
          shareholder nomination shall be effective unless made in
          accordance with the procedures set forth in this Section
          12.  The person presiding at the meeting shall, if the
          facts warrant, determine and declare to the meeting that a
          shareholder nomination was not made in accordance with the
          by-laws, and if he should so determine, he shall so
          declare to the meeting and the defective nomination shall
          be disregarded.
                                   
                                   ARTICLE IV
                               
                               BOARD OF DIRECTORS
               
               SECTION 1.  NUMBER.  The business and affairs of the
          Corporation shall be managed by a Board of twelve (12)
          Directors, divided into three classes as provided in the
          Articles.  The Board may elect or appoint, from among its
          members, a Chairman of the Board (the "Chairman"), who
          need not be an Officer or employee of the Corporation.
          The Chairman shall preside at all Shareholders Meetings
          and Board Meetings and shall have such other powers and
          perform such other duties as are incident to such position
          and as may be assigned by the Board.
               
               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
          immediately after 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").  No notice shall be
          necessary 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 two Directors, by the Chairman
          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.
               
               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.  AUDIT AND OTHER COMMITTEES OF THE BOARD.
          The Board shall, by resolution adopted by a majority of
          the Full Board, designate an Audit Committee comprised of
          two or more Directors, which shall have such authority and
          exercise such duties as shall be provided by resolution of
          the Board.  The Board may, by resolution adopted by such
          majority, also designate other 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
          Chairman, 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 V
                                    
                                    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.  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 elected and shall have
          qualified; provided, however, that the 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 shall be a
          Director and, subject to the control of the Board, shall
          have general charge of and supervision and authority over
          the business and affairs 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.  In the case of the absence or disability of
          the Chairman or if no Chairman shall be elected or
          appointed by the Board, the President shall preside at all
          Shareholders' Meetings and Board Meetings.
               
               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 Seal, 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.
               
               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 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 VI
                             
                             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,
          and may have affixed thereto the Seal, which may be a
          facsimile, engraved or printed.
               
               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.
               
               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 VII
                           
                           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 Annual
          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.  If the Board fixes a
          Record Date, then only Shareholders who are Shareholders
          of record on such Record Date shall be entitled (a) to
          notice of and/or to vote at any such Meeting, (b) to
          receive any such dividend or other distribution, (c) to
          receive any such allotment of rights, or (d) to exercise
          the rights in respect of any such change, conversion or
          exchange of Shares, as the case may be, notwithstanding
          any transfer of Shares on the Stock Book after such Record
          Date.
               
               SECTION 5.  TRANSFER AGENTS; REGISTRARS.  The Board
          may appoint one or more transfer agents and registrars for
          its Shares and may require all Certificates to bear the
          signature either of a transfer agent or of a registrar, or
          both.
                                  
                                  ARTICLE VIII
                    
                    CHECKS, DRAFTS, DEEDS AND SHARES OF STOCK
               
               SECTION 1.  CHECKS, DRAFTS, NOTES, ETC.  All checks,
          drafts, notes or orders for the payment of money of the
          Corporation shall, unless otherwise directed by the Board
          or otherwise required by law, be signed by one or more
          Officers as authorized in writing by the President.  In
          addition, the President may authorize any one or more
          employees of the Corporation ("Employees") to sign checks,
          drafts and orders for the payment of money not to exceed
          specific maximum amounts as designated in writing by the
          President for any one check, draft or order.  When so
          authorized by the President, the signature of any such
          Officer or Employee may be a facsimile signature.
               
               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 either with or
          without affixing thereto the Seal.
               
               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 by 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 either with or without
          affixing thereto the Seal.  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 IX
                                   
                                   FISCAL YEAR
               
               SECTION 1.  FISCAL YEAR.  The Corporation's fiscal
          year shall begin on October 1 of each year and end on
          September 30 of the following year.
                                    
                                    ARTICLE X
                                   
                                   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.