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                                                           EXHIBIT 3.2
                                         BY-LAWS

                                           OF

                                 NAVISTAR INTERNATIONAL
                                  TRANSPORTATION CORP.


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


                               Incorporated Under the Laws

                                 of the State of Delaware








                          (As amended effective April 11, 1995)
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                                         BY-LAWS
                                           OF
                       NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
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                                        ARTICLE I.
                                        ----------
                                 Meetings of Stockholders
                                 ------------------------
     Section 1.     ANNUAL MEETINGS.  The annual meeting of the stockholders
for the election of directors and for the transaction of such other business
as may properly come before the meeting shall be held in the first three (3)
months of each calendar year.

     Section 2.     SPECIAL MEETINGS.  A special meeting of the stockholders
for any purpose or purposes, unless otherwise prescribed by statute, may be
called at any time by the Chairman, President and Chief Executive Officer or
the Board of Directors.

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

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

     Section 5.     QUORUM.  At each meeting of the stockholders, except as
otherwise expressly required by law, stockholders holding a majority of the
shares of stock of the Company, issued and outstanding, and entitled to be
voted thereat, shall be present in person or by proxy to constitute a quorum
for the transaction of business. In the absence of a quorum at any such
meeting or any adjournment or adjournments thereof, a majority in voting
interest of those present in person or by proxy and entitled to vote
thereat, or in the absence therefrom of all the stockholders, any officer
entitled to preside at, or to act as secretary of, such meeting may adjourn
such meeting from time to time until stockholders holding the amount of
stock requisite for a quorum shall be present or represented. At any such
adjourned meeting at which a quorum may be present any business may be
transacted which might have been transacted at the meeting as originally
called.

     Section 6.     ORGANIZATION.  At each meeting of the stockholders, one
of the following shall act as chairman of the meeting and preside thereat,
in the following order of precedence:

     (a)            the Chairman, President and Chief Executive Officer;

     (b)            an Executive Officer designated by the Board of
                    Directors to act as chairman of said meetings and to
                    preside thereat;

     (c)            a stockholder of record of the Company who shall be
                    chosen chairman of such meeting by a majority in voting
                    interest of the stockholders present in person or by
                    proxy and entitled to vote thereat.
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The Secretary, or, if he or she shall be absent from such meeting, the
person (who shall be an Assistant Secretary, if an Assistant Secretary shall
be present thereat) whom the chairman of such meeting shall appoint, shall
act as secretary of such meeting and keep the minutes thereof.

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

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

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

     Every such notice by a stockholder shall set forth:

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

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

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

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

          (e)  with respect to notice of an intent to bring up any other
     matter, a description of the matter, and any material interest of the
     stockholder in the matter.

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

     At the meeting of stockholders, the chair shall declare out of order
and disregard any nomination or other matter not presented in accordance
with this section.
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     Section 9.     VOTING.  Each stockholder shall, at each meeting of the
stockholders, be entitled to one vote in person or by proxy for each share
of stock of the Company held by the stockholder and registered in the
stockholder's name on the books of the Company on the date fixed or
determined pursuant to the provisions of Section 5 of Article VI of these
By-laws as the record date for the determination of stockholders who shall
be entitled to receive notice of and to vote at such meeting.

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

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

     Section 11.     INSPECTORS OR JUDGES.  The Board of Directors, in
advance of any meeting of stockholders, may appoint one or more inspectors
or judges to act at such meeting or any adjournment thereof. If the
inspectors or judges shall not be so appointed, or if any of them shall fail
to appear or act, the chairman of such meeting shall appoint the inspectors
or judges, or such replacement or replacements therefor, as the case may be.
Such inspectors or judges, before entering on the discharge of their duties,
shall take and sign an oath or affirmation faithfully to execute the duties
of inspectors or judges at meetings for which they are appointed. At such
meeting, the inspectors or judges shall receive and take in charge the
proxies and ballots and decide all questions touching the qualification of
voters and the validity of proxies and the acceptance or rejection of votes.
An inspector or judge need not be a stockholder of the Company, and any
officer of the Company may be an inspector or judge on any question other
than a vote for or against his election to any position with the Company.
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     Section 12.     ACTION WITHOUT A MEETING.  Any action which may be
taken at any annual or special meeting of stockholders may be without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented
in writing.


                                   ARTICLE II.
                                   -----------

                               Board of Directors

     Section 1.     GENERAL POWERS.  The business and affairs of the Company
shall be managed by the Board of Directors.

     Section 2.     NUMBER AND TIME OF HOLDING OFFICE.  Subject to the
requirements of the laws of the State of Delaware, the Board may from time
to time by the vote of the majority of the whole Board determine the number
of directors. Until the Board shall otherwise so determine, the number of
directors shall not exceed two (2). Each of the directors of the Company
shall hold office until the expiration of his or her term and until his or
her successor shall be elected. Directors need not be stockholders.

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

     Section 4.     ORGANIZATION AND ORDER OF BUSINESS.  At each meeting of
the Board, one of the following shall act as chairman of the meeting and
preside thereat, in the following order of precedence:

           (a)      the Chairman, President and Chief Executive Officer

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

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

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

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

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

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

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

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

     Section 11.     QUORUM AND MANNER OF ACTING.  Except as otherwise
provided in these By-laws or by law, a majority of directors at the time in
office shall be present in person at any meeting of the Board of Directors
in order to constitute a quorum for the transaction of business at such
meeting, and the affirmative vote of at least a majority of the directors
present at any such meeting, at which a quorum is present, shall be
necessary for the passage of any resolution or act of the Board. In the
absence of a quorum from any such meeting, a majority of the directors
present thereat may adjourn such meeting from time to time until a quorum
shall be present thereat. Notice of any adjourned meeting need not be given.
The directors shall act only as a board and the individual directors shall
have no power as such.
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     Section 12.     ACTION BY CONSENT.  Unless otherwise restricted by the
Certificate of Incorporation, any action required or permitted to be taken
at any meeting of the Board of Directors, or of any committee thereof, may
be taken without a meeting, if prior to such action a written consent
thereto is signed by all members of the Board or of such committee as the
case may be, and such written consent is filed with the minutes of
proceedings of the Board or committee.

     Section 13.     COMMITTEES.  The Board of Directors may appoint
standing committees of its members. Such committees shall have such powers
as are conferred by the By-laws or authorized by the Board of Directors. The
members of all standing committees shall be appointed annually at the first
meeting of the Board of Directors after the annual meeting of the
stockholders and shall continue as members until their successors are
appointed, subject to the power of the Board to remove any member of a
committee at any time and to appoint a successor.

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


                                   ARTICLE III.

                                     Officers
                                     --------

     Section 1.     ELECTION, APPOINTMENT, TERM OF OFFICE.  The Executive
Officers of the Company shall consist of a Chairman, President and Chief
Executive Officer, and such number of other Executive Officers as the Board
of Directors may determine from time to time. There shall also be a General
Counsel, a Treasurer, a Controller and a Secretary, any of whom may also be
an Executive Officer.

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

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

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

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

     All officers and agents elected or appointed by the Board of Directors
shall be subject to removal at any time by the Board of Directors.
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     Section 2.     CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER.  The
Chairman, President and Chief Executive Officer shall be the chief executive
officer of the Company, and shall have the powers and perform the duties
incident to that position. Subject to the Board of Directors, he or she
shall be in general and active charge of the entire business and all the
affairs of the Company, and shall be its chief policy-making officer shall
have general charge of the business operations. He or she shall have such
other powers and perform such other duties as may be prescribed by the Board
of Directors or provided in the By-laws.

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

     Section 4.     GENERAL COUNSEL.  The General Counsel shall have charge
of all matters of legal import concerning the Company and of the department
relating to such matters. He or she shall have such other powers and duties
as may be assigned to him or her by the Chairman, President and Chief
Executive Officer, or the Board of Directors.

     Section 5.     TREASURER.  The Treasurer shall be responsible for
safeguarding the cash and securities of the Company and the formulation of
the investment and financial policies of the Company. He or she shall have
such other powers and duties as may be assigned to him or her by the
Chairman, President and Chief Executive Officer, the President and Chief
Operating Officer or the Board of Directors.

     Section 6.     CONTROLLER.  The Controller shall be in charge of the
accounts of the Company and the maintenance of adequate accounting procedure
and records of the Company. He or she shall have such other powers and
duties as may be assigned to him or her by the Chairman, President and Chief
Executive Officer, or the Board of Directors.

     Section 7.     SECRETARY.  The Secretary shall keep the records of all
meetings of the stockholders and of the Board of Directors and of the
Executive Committee. He or she shall affix the seal of the Company to all
deeds, contracts, bonds or other instruments requiring the corporate seal
when the same have been signed on behalf of the Company by a duly authorized
officer.  He or she shall perform such other duties as may be assigned to
him or her from time to time by the Chairman, President and Chief Executive
Officer, or the Board of Directors.


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

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

     Section 1.     EXECUTION OF DOCUMENTS BY OFFICERS.  All of the
Executive Officers of the Company elected as provided in Section 1 of
Article III of the By-laws, shall have power to execute and deliver any
deeds, contracts, mortgages, bonds, debentures and other documents for and
in the name of the Company.

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

     Section 2.     DEPOSITS.  All funds of the Company not otherwise
employed shall be deposited from time to time to the credit of the Company
or otherwise as the Board of Directors, the Chairman, President and Chief
Executive Officer, or the Treasurer shall direct in such banks, trust
companies or other depositories as the Board of Directors may select or as
may be selected by any officer or officers or agent or agents of the Company
to whom power in that respect shall have been delegated by the Board of
Directors. For the purpose of deposit and for the purpose of collection for
the account of the Company, checks, drafts and other orders for the payment
of money which are payable to the order of the Company may be endorsed,
assigned and delivered by any officer or agent of the Company.
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     Section 3.     PROXIES IN RESPECT OF STOCK OR OTHER SECURITIES OF OTHER
CORPORATIONS.  Unless otherwise provided by resolution adopted by the Board,
each of the Executive Officers of the Company elected as provided in Section
1 of Article III of the By-laws may from time to time appoint an attorney or
attorneys or agent or agents of the Company to exercise in the name and on
behalf of the Company the powers and rights which the Company may have as
the holder of stock or other securities in any other corporation to vote or
consent in respect of such stock or other securities, may instruct the
person or persons so appointed as to the manner of exercising such powers
and rights, and may execute or cause to be executed in the name and on
behalf of the Company and under its corporate seal, or otherwise, all such
written proxies, powers of attorney or other instruments as such Executive
Officer may deem necessary or proper in order that the Company may exercise
its said powers and rights.


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

                            Shares and Their Transfer
                            -------------------------

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

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

     Section 2.     TRANSFERS OF STOCK.  Transfers of shares of the stock of
the Company shall be made only on the books of the Company by the registered
holder thereof, or by his or her attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Company, or with
a transfer clerk or a transfer agent appointed as in Section 3 of this
Article V provided, and upon surrender of the certificate or certificates
for such shares properly endorsed and payment of all taxes thereon. The
person in whose name shares of stock stand on the books of the Company shall
be deemed the owner thereof for all purposes as regards the Company.
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         <PAGE 10>

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

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

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

           (a)      The record date for determining stockholders entitled to
                    notice of or to vote at a meeting of stockholders shall
                    be at the close of business on the day next preceding
                    the day on which notice is given.

           (b)      The record date for determining stockholders for any
                    other purpose shall be at the close of business on the
                    day on which the Board of Directors adopts the
                    resolution relating thereto.

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

     Section 6.     EXAMINATION OF BOOKS BY STOCKHOLDERS.  The Board may
determine, from time to time, whether and to what extent, at what times and
places, and under what conditions and regulations, the accounts and books of
the Company, or any of them, shall be open to the inspection of the
stockholders, and no stockholder shall have any right to inspect any account
or book or document of the Company, except as conferred by the laws of the
State of Delaware or as authorized by resolution adopted by the Board or by
the stockholders of the Company entitled to vote in respect thereof.
<PAGE>
         <PAGE 11>
                                   ARTICLE VI.
                                   -----------

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

     Section 1.     REGISTERED OFFICE.  The registered office of the Company
in the State of Delaware shall be in the City of Wilmington, County of New
Castle, and the name of the resident agent in charge thereof shall be The
Corporation Trust Company.

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

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


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

                                     Dividends
                                     ---------

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


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

                                       Seal
                                       ----

     The Board shall provide a corporate seal, which shall be in the form of
a circle and shall bear the full name of the Company and the words and
figures "Incorporated 1987 Delaware", or words and figures of similar
import. The seal or a facsimile thereof may be impressed or affixed or
reproduced or other use made thereof by the Secretary or any Assistant
Secretary or any other officer authorized by the Board.


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

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

     The fiscal year of the Company shall end on the thirty-first day of
October in each year.
<PAGE>
         <PAGE 12>
                                   ARTICLE X.
                                   ----------

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

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


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

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

     Section 1.     COVERAGE.  Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he or she is or was a director or
officer of the Company (which term shall include any predecessor corporation
of the Company) or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans ("indemnitee"), whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless
by the Company to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits
the Company to provide broader indemnification rights than said law
permitted the Company to provide prior to such amendment), against all
expenses, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith and such
indemnification shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided however, that,
except as provided in Section 2 of this Article XI with respect to
proceedings to enforce rights to indemnification, the Company shall
indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors. The right to
indemnification conferred in this Article XI shall be a contract right and
shall include the right to be paid by the Company the expenses incurred in
defending any such proceeding in advance of its final disposition; provided
however, that, if the Delaware General Corporation Law requires, the payment
of such expenses incurred by a director or officer in his or her capacity as
a director or officer (and not in any other capacity in which service was or
is rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of a proceeding,
shall be made only upon delivery to the Company of an undertaking, by or on
behalf of such indemnitee, to repay all amounts so advanced if it ultimately
be determined by final judicial decision from which there is no further
right to appeal that such indemnitee is not entitled to be indemnified for
such expenses under this Article XI or otherwise.
<PAGE>
         <PAGE 13>

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

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

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

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


                                   ARTICLE XII.
                                   ------------

                                    Amendments
                                    ----------

     These By-laws as they shall be at any time may be amended, altered or
repealed by the Board of Directors at any regular meeting of the Board of
Directors or at any special meeting if the proposed amendment, alteration or
repeal is stated in the notice of the special meeting; but any by-laws made
by the Board may be altered, amended or repealed by the stockholders in the
manner provided in the Certificate of Incorporation of the Company.
<PAGE>
         <PAGE 14>
                                   ARTICLE XIII.
                                   -------------

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

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

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

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

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

     Section 4.     SUBSTITUTE DIRECTORS.  To the extent required to
constitute a quorum at any meeting of the Board of Directors during a
national emergency, the officers of the Company who are present shall be
deemed, in order of rank of office and within the same rank in order of
election or appointment of such offices, directors for such meeting.