EXHIBIT 3


                             RESTATED

                         CODE OF BY-LAWS

                                OF

                 STARCRAFT AUTOMOTIVE CORPORATION



                                    ARTICLE I

                                     Offices


    Section 1. Principal Office.  The principal office (the "Principal  Office")
of Starcraft Automotive Corporation (the "Corporation") shall be at 2703 College
Avenue,  P.O. Box 1903,  Goshen,  Indiana 46526, 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
"STARCRAFT  AUTOMOTIVE  CORPORATION"  and  "INDIANA".  In the center of the seal
shall appear the word "Seal". Use of the Seal or an impression thereof shall not
be required, and shall not affect the validity of any instrument whatsoever.


                                   ARTICLE III

                              Shareholder 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.



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    Section 2.  Annual  Meeting.  The annual  meeting of the  Shareholders  (the
"Annual  Meeting")  shall be held  each  year at 10:00  a.m.  on the 10th day of
January (or, if such day is a legal  holiday,  on the next  succeeding day not a
legal  holiday),  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  herein  provided,  the same may be held at any time
thereafter,  or 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 only the Chairman of the
Board of Directors (the  "Chairman")  or by the Board,  pursuant to a resolution
adopted by a majority of the total number of Directors  of the  Corporation,  to
vote on the business proposed to be transacted thereat. All requests 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 any 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.

    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 all shares of the Corporation (the "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

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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 (5) 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 (11) months from the date of its  execution,
unless a longer time is expressly provided therein.

    Section 11.  Notice of  Shareholder  Business.  At an Annual  Meeting of the
Shareholders,  only such business shall be conducted as shall have been properly
brought before the Meeting.  To be properly  brought  before an Annual  Meeting,
business must be (a) specified in the notice of Meeting (or any supplement

                                     

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thereto)  given by or at the  direction  of the Board,  (b)  otherwise  properly
brought before the Meeting by or at the direction of the Board, or (c) otherwise
properly  brought  before  the  Meeting by a  Shareholder.  For  business  to be
properly brought before an Annual Meeting by a Shareholder, the Shareholder must
have the legal right and authority to make the Proposal for consideration at the
Meeting and the Shareholder  must have given timely notice thereof in writing to
the Secretary of the Corporation.  To be timely, a Shareholder's  notice must be
delivered to, or mailed and received at, the principal  executive offices of the
Corporation  not less than  sixty  (60)  days  prior to the  Meeting;  provided,
however,  that in the event that less than  seventy  (70) days'  notice or prior
public  disclosure  of the date of the Meeting is given or made to  Shareholders
(which notice or public  disclosure shall include the date of the Annual Meeting
specified in these  By-Laws,  if such ByLaws have been filed with the Securities
and Exchange  Commission and if the Annual Meeting is held on such date), notice
by the  Shareholder to be timely must be so received not later than the close of
business  on the tenth 10th day  following  the day on which such  notice of the
date of the Annual  Meeting was mailed or such  public  disclosure  was made.  A
Shareholder's  notice to the  Secretary  shall set forth as to each  matter  the
Shareholder  proposes to bring before the Annual Meeting (a) a brief description
of the business  desired to be brought before the Annual Meeting and the reasons
for  conducting  such  business at the Annual  Meeting,  (b) the name and record
address 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 material  interest of the Shareholder in such business.  Notwithstanding
anything in these By-Laws to the contrary,  no business shall be conducted at an
Annual  Meeting  except  in  accordance  with the  procedures  set forth in this
Section  11. The  Chairman of an Annual  Meeting  shall,  if the facts  warrant,
determine  and declare to the Meeting that  business  was not  properly  brought
before the Meeting and in accordance with the provisions of this Section 11, and
if he  should  so  determine,  he shall so  declare  and any such  business  not
properly  brought  before the Meeting  shall not be  transacted.  At any Special
Meeting of the Shareholders, only such business shall be conducted as shall have
been  brought  before  the  Meeting  by or at  the  direction  of the  Board  of
Directors.

    Section 12. Notice of Shareholder  Nominees.  Only persons who are nominated
in accordance with the procedures set forth in this Section 12 shall be eligible
for election as Directors.  Nominations of persons for election to the Board may
be made at a Meeting  of  Shareholders  by or at the  direction  of the Board of
Directors,  by any  nominating  committee  or person  appointed  by the Board of
Directors  or by any  Shareholder  of the  Corporation  entitled to vote for the
election of Directors at the Meeting who complies with the notice procedures set
forth in this Section 12. Such  nominations,  other than those made by or at the
direction of the Board,  shall be made  pursuant to timely  notice in writing to
the Secretary of the Corporation.  To be timely, a Shareholder's notice shall be
delivered to, or mailed and received at, the principal  executive offices of the
Corporation  not less than  sixty  (60)  days  prior to the  Meeting;  provided,
however,  that in the event that less than  seventy  (70) days'  notice or prior
public  disclosure  of the date of the Meeting is given or made to  Shareholders
(which notice or public  disclosure shall include the date of the Annual Meeting
specified in these  By-Laws,  if such ByLaws have been filed with the Securities
and Exchange Commission and if the

                                      
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Annual Meeting is held on such date),  notice by the  Shareholders  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 mailed or
such public disclosure was made. Such  Shareholder's  notice shall set forth (a)
as to each person whom the  Shareholder  proposes  to nominate  for  election or
re-election as a Director,  (i) the name,  age,  business  address and residence
address of such person,  (ii) the  principal  occupation  or  employment of such
person,  (iii)  the class and  number  of  shares of the  Corporation  which are
beneficially  owned by such  person and (iv) any other  information  relating to
such person that is required to be  disclosed  in  solicitations  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 (b) as to
the  Shareholder  giving  the  notice  (i) the name and  record  address of such
Shareholder and (ii) the class and number of shares of the Corporation which are
beneficially owned by such Shareholder. No person shall be eligible for election
as a  Director  of the  Corporation  unless  nominated  in  accordance  with the
procedures set forth in this Section 12. The Chairman of the Meeting  shall,  if
the facts  warrant,  determine and declare to the Meeting that a nomination  was
not made in accordance with the procedures  prescribed by these By-Laws,  and if
he should so determine, 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 not  less  than  three  (3) nor more  than  fifteen  (15)
Directors,  as may be  specified  from time to time by  resolution  adopted by a
majority of the total number of the Corporation's Directors,  divided into three
classes as provided in the Articles.  If and whenever the Board of Directors has
not specified  the number of Directors,  the number shall be five (5). The Board
may elect or  appoint,  from among its  members,  a  Chairman  of the Board (the
"Chairman"),  who need not be an  officer  (an  "Officer")  or  employee  of the
Corporation.  The Chairman shall preside at all  Shareholder  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.


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    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
Chief Executive Officer,  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 (2) 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.


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    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 Chief  Executive  Officer,  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 Chief Executive Officer, 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 and
such other  Officers  as may be chosen by the Board at such time in such  manner
and for such terms as the Board may  prescribe.  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. Chief Executive Officer. The Chief Executive Officer,  subject to
the control of the Board, shall have general charge and supervision and

                                                           

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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
Chief  Executive  Officer  shall preside at all  Shareholder  meetings and Board
Meetings.

    Section  6.  President.  The  President  shall be Chief  Operating  Officer,
subject to the control of the Chief Executive  Officer and the Board,  and shall
have general charge of and  supervision and authority over the operations of the
Corporation,  and shall have such other  powers and perform such other duties as
are incident to this office and as may be assigned to him by the Chief Executive
Officer  and the Board.  In the case of the absence or  disability  of the Chief
Executive Officer,  the President shall preside at all Shareholder  Meetings and
Board Meetings.

    Section  7. 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 Chief  Executive  Officer.  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 Chief  Executive  Officer
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 8.  Secretary.  The Secretary shall have the custody and care of the
Seal, records,  minutes and the Stock Book of the Corporation;  shall attend all
Shareholder 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  Shareholder  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 Chief Executive Officer.

    Section 9. 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 Chief  Executive  Officer.  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, or the Chief Executive Officer 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 10. Treasurer.  The Treasurer shall have control over all records of
the Corporation pertaining to moneys and securities belonging to the

                                                           

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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 Chief
Executive  Officer.  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 Chief Executive Officer.

    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 11.  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 Chief  Executive  Officer.  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, or the Chief Executive Officer 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.


                                   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

                                                             

<PAGE>



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 Chief Executive Officer or 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 Chief  Executive  Officer  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 Chief Executive  Officer and/or the transfer agents and registrars,
in such amount as the Board or the Chief Executive Officer 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 Chief Executive Officer.

    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

                                                                   
<PAGE>



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 (5)
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  Shareholder
Meetings and records of all actions taken by the Shareholders  without a meeting
(collectively,  "Shareholders  Minutes") for the prior three (3) 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 (3) 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 (5) 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  (70)  days  before  the  date (a) of any
Shareholder  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.



                                                             
<PAGE>

                                  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 Chief  Executive  Officer.  In addition,  the Chief
Executive  Officer 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 Chief Executive
Officer  for any one  check,  draft or order.  When so  authorized  by the Chief
Executive  Officer,  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 Chief Executive Officer,  or 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 Chief Executive Officer, or 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 Chief
Executive  Officer or 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 Chief Executive  Officer.  Whenever,  in the judgment of the Chief Executive
Officer,  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 Chief Executive  Officer
or 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.



                                                                  

<PAGE>



                                   ARTICLE IX

                                   Fiscal Year

    Section 1. Fiscal Year. The Corporation's fiscal year shall begin the Monday
following  the Sunday  closest to September 30 of each year and shall end on the
Sunday closest to 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.

                                                                
<PAGE>



                              Starcraft Corporation

                Amendment of By-laws Effective February 20, 1996


    RESOLVED,  that the Code of  By-laws of the  Corporation  be, and hereby is,
amended by adding a new Article XI which shall read as follows:


                                   ARTICLE XI

                          REDEMPTION OF CONTROL SHARES

    Section 1. Redemption of Control Shares.  Pursuant to IND. CODE ss. 23-1-42-
10, the Corporation is fully  empowered to redeem control shares,  as defined in
IND.  CODE ss.  23-1-42.  The Board of Directors has full power and authority to
determine and adopt the  procedures  pursuant to which  control  shares shall be
redeemed and to determine the "fair value" to be paid for such shares.




                                                    

<PAGE>




                              Starcraft Corporation


                Amendment of By-laws Effective December 11, 1996


    RESOLVED,  that  Article IV Section 9 of the By-Laws of the  Corporation  be
amended to read in its entirety as follows:


    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 one or more
Directors  and to have such powers and exercise such duties as shall be provided
by resolution of the Board.