BY-LAWS

                                   OF

                        COACHMEN INDUSTRIES, INC.

                                ARTICLE I

                                 OFFICES

     Principal Offices.  The principal office of the Corporation shall be in
the City of Elkhart, Indiana, and the Corporation may have such other
offices, either within or without the State of Indiana, as it may require
from time-to-time.

                               ARTICLE II

                               SHAREHOLDERS

     Section 2.1.  Place of Meetings.  All meetings of the shareholders for
the election of directors shall be held at the offices of the Corporation in
the City of Elkhart, State of Indiana, or elsewhere as the Board of Directors
may designate.  Meetings of shareholders for any purpose may be held at such
place as shall be stated in the notice of the meeting, or in a duly executed
waiver of notice thereof.

     Section 2.2.  Annual Meetings.  An annual meeting of the shareholders,
commencing with the year 1983, shall be held at 10:00 a.m. on the fifth
Thursday after the end of the first quarter, but if a legal holiday, then on
the next secular day following, or at such other time as the Board of
Directors shall determine, at which they shall elect a Board of Directors and
transact such other business as may properly be brought before such meeting.

     Section 2.3.  Special Meetings.  Special meetings of the shareholders
may be called by the Chairman, or by a majority of the Board of Directors.

     Section 2.4.  Notice of Meetings.  Written or printed notice stating the
place, day and hour of the meeting of shareholders, and in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten days nor more than sixty days before the meeting,
either personally or by mail, by or at the direction of the Chairman, the
President, or the Secretary, or the officer or persons calling the meeting.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the shareholder at his address as it appears
on the records of the Corporation, with postage thereon prepaid.  No business
may be transacted at a special meeting other than that described in the
notice thereof.

     Section 2.5.  Shareholders Entitled to Vote.  The Board of Directors may
fix a date as the record date in order to determine the shareholders entitled
to notice of a shareholders' meeting, to demand a special meeting, to vote,
or to

<PAGE>  1                                   
take any other action, such date in any case to be not more than
seventy days before the meeting or action requiring a determination of
shareholders.

     Section 2.6.  Voting Lists.  The officer or agent who has charge of the
transfer books for shares of the Corporation shall make, at least five
business days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical
order, with the address of and the number of shares held by each, which list,
for a period beginning five business days prior to such meeting and
continuing through the meeting, shall be kept on file at the principal office
of the Corporation and shall be subject to inspection of any shareholder in
accordance with applicable law during the whole time of the meeting.  The
original share ledger or transfer book, or a duplicate thereof kept in this
state, shall be prima facie evidence as to who are the shareholders entitled
to examine such list or share ledger or transfer book or to vote at any
meeting of shareholders.  Failure to comply with the requirements of this
Section 2.6  shall not affect the validity of any action taken at a
shareholders' meeting.

     Section 2.7.  Quorum.  A majority of the outstanding shares of the
Corporation entitled to vote at any meeting represented in person or by
proxy, shall constitute a quorum at any meeting of shareholders; provided,
that if less than such quorum is present, the meeting may be adjourned in
accordance with Section 2.9 of this Article, until a quorum is present.

     Section 2.8  Manner of Acting.  Every decision (other than the election
of directors) with respect to which the votes cast in favor exceed the votes
cast in opposition shall be approved as a corporate act unless a larger
affirmative vote is required by statute, the Articles of Incorporation of the
Corporation, these by-laws or the Board of Directors.  Directors are elected
by a majority of the votes cast by shares entitled to vote in the election at
a meeting at which a quorum is present, unless otherwise provided in the
Articles of Incorporation of the Corporation.

     Section 2.9.  Adjournment.  If an annual or special shareholders'
meeting is adjourned to a different date, time, or place, notice thereof need
not be given if the new time, date or place is announced at the meeting
before the adjournment.  A new record date need not be set if the
adjournment is within one hundred twenty (120) days of the original meeting
date.

     Section 2.10.  Proxies.  At all meetings of shareholders, a shareholder
may vote either in person or by proxy executed in writing by the shareholder
or by his duly authorized attorney in fact.  Such proxy shall be filed with
the meeting.  No proxy shall be valid after eleven months from the date of
its execution, unless otherwise provided in the proxy.

     Section 2.11.  Voting of Shares.  At every such meeting, each 
shareholder shall be entitled to cast one vote in person or proxy for each 
voting share of stock held in his name upon each matter submitted to vote.

<PAGE>  2
     Shares of its own stock belonging to this Corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time, but
shares of its own stock held by it in a fiduciary capacity may be voted and
shall be counted in determining the total number of outstanding shares at any
given time.

     Section 2.12.  Voting of Shares by Certain Holders.  Shares standing in
the name of another corporation, domestic or foreign, may be voted by such
officer, agent or proxy as the Board of Directors of such corporation may
appoint or as the by-laws of such corporation may prescribe.

     Share standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his administrator, executor, court
appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor, court
appointed guardian or conservator.  Share standing in the name as a trustee
may be voted by him, either in person or by proxy.

     Shares standing in the name of a receiver or trustee in bankruptcy may
be voted by such receiver or trustee in bankruptcy, and shares held by or
under the control of a receiver or trustee in bankruptcy may be voted by such
receiver or trustee in bankruptcy without the transfer thereof into his name
if authority so to do be contained in an appropriate order of the court by
which such receiver or trustee in bankruptcy was appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote shares so transferred.

     Section 2.13.  Voting by Ballot.  Voting on any question may be via
voice unless the presiding officer shall order that voting be by written 
ballot, and except that voting in elections shall be by written ballot, if a
shareholder so requests.

     Section 2.14.  Notice of Director Nominations and Shareholder Proposals.

       (a)  Nominations for the election of directors may be made by the
Board of Directors or by any stockholder entitled to vote for theelection of
directors.  Such nomination shall be made by notice in writing, delivered or 
mailed by first class United States mail, postage prepaid, to the Secretary 
of the Corporation not less than sixty days prior to the month and day of the
last meeting of the stockholders called for the election of directors.  
Notice of nominations which are proposed by the Board of Directors shall be 
given by the Chairman on behalf of the Board.

       (b)  Each notice under subsection (a) must contain certain information
about each proposed nominee, including his age, business and 

<PAGE>  3
residence addresses, principal occupation, the number of shares of Common 
Stock beneficially owned by him, and such other information as would be 
required to be included in a proxy statement soliciting proxies for the 
election of such proposed nominee.

       (c)  Stockholders wishing to bring a proposal before a meeting of 
stockholders, whether or not it is to be inclded in a proxy statement, must
submit it to the Secretary in writing, delivered or mailed by first class
United States mail, postage prepaid, to the Secretary of the Corporation not 
less than sixty days prior to the month and day of mailing of the prior 
year's proxy statement, together with identification and address of the 
proposing stockholder and such other information as would be required to
determine the appropriateness of including the proposal in a proxy statement.
The Secretary, in conjunction with the Chairman and such professional advisors
as they deem necessary, shall determine whether and in what form to include
the stockholder proposal in proxy materials.

       (d)  If the Chairman of the meeting of stockholders determines that a
nomination or a proposal was not made in accordance with the foregoing
procedure, such nomination is void and such proposal shall not be submitted 
for consideration at the meeting.

                              ARTICLE III

                               DIRECTORS

     Section 3.1.  General Powers.  The business and affairs of the
Corporation shall be managed under the direction of its Board of Directors.

     Section 3.2.  Number, Tenure and Qualifications.  The number of
directors of the Corporation shall be not less than seven (7) nor more than
twelve(12), the exact number of directors to be determined from time to time
by resolution of the Board of Directors.  Each director shall hold office
until the next annual meeting of shareholders or until his successor shall
have been elected and qualified.  Directors need not be residents of Indiana
or shareholders of the Corporation.  No person shall be eligible for election
of the Board of Directors who will have attained the full age of seventy-five
(75) years prior to the beginning of the term for which said person is to
serve as a director.

     Directors may be removed in any manner provided in the Articles of
Incorporation of the Corporation.  In addition, unless the Articles of
Incorporation of the Corporation provide otherwise, a director may be removed
with or without cause by the shareholders or directors in the manner provided
by statute or the Articles of Incorporation of the Corporation.

     Section 3.3.  Committees.  The Board of Directors, by resolution,
adopted by a majority of directors, may create one or more committees and

<PAGE>  4
appoint members of the Board to serve on the committee or committees.  Each
committee shall have one or more members, who serve at the pleasure of the
Board.

     To the extent specified by the Board of Directors or in the Articles of
Incorporation or these by-laws, each committee may exercise the authority of
the Board of Directors under the Indiana Business Corporation Law; provided,
however, a committee may not : (l) authorize distributions, except a
committee may authorize or approve a reacquisition of shares if done
according to a formula or method prescribed by the Board of Directors; (2)
approve or propose to shareholders action that requires shareholders; 
approval under the Indiana Business Corporation Law; (3) fill vacancies on
the Board of Directors or on any of its committees; (4) amend the Articles of
Incorporation of his Corporation; (5) adopt, amend or repeal these by-laws; or
(6) approve a plan of merger not requiring shareholder approval.

     Section 3.4.  Regular Meetings.  A regular meeting of the Board of
Directors shall be held without other notice than this by-law, immediately
after, and at the same place as, the annual meeting of shareholders.  If such
meeting is not held as above provided, the election of officers may be held
at any subsequent meeting of the Board of Directors specifically called in
the manner hereinafter provided.  The Board of Directors may provide, by
resolution, the time and place, either within or without the State of
Indiana, for the holding of additional regular meetings without other notice
than such resolution.

     Section 3.5. Special Meetings.  Special meetings of the Board of
Directors may be called by or at the request of the Chairman or any three
directors.  The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the State of
Indiana, as the place for holding any special meeting of the Board of
Directors called by them.

     Section 3.6.  Notice.  Notice of any special meeting of Directors shall
be given to be effective at least three (3) days prior to the meeting.  Notice
shall include the date, time and place of the meeting, but need not describe
the purpose of the meeting, except as may be otherwise required in these 
Bylaws of the Articles of Incorporation.  Written notice of any special 
meeting of directors shall be given as follows:  by mail (which includes U.S.
mail and private carrier service); or, by electronic mail or facsimile to an
address or number provided by the Director(s) for such purposes; or, by 
personal delivery, telegram, teletype or other form of wire or wireless
communication; in all cases, to each director at his/her business address 
or, in the event delivery is to be made on a Saturday, Sunday or legal 
holiday, then to the resident address of each director.  Written notice is 
effective at the earliest of the following: When received; five (5) days
after the date of mailing, as evidenced by the postmark or private carrier
receipt, if correctly addressed to the address listed in the most current 
records of the corporation; or, on the date shown on the return receipt of
a mailing, if the receipt is signed by or on behalf of the addressee.  If
sent by electronic mail or faxsimile, 

<PAGE>  5
such notice will be presumed and determined to be delivered when the 
electronic records indicate that a good transmission was made unless proven 
otherwise.  For purposes of dealing with an emergency situation, as 
conclusively determined by the director(s) calling the meeting, notice may be
given in person, orally or by any means that reasonably may be expected to 
provide notice under the circumstances, not less than two (2) hours prior to 
the meeting.  If the secretary fails or refuses to give such notice, then the
notice may be given by the director(s) calling the meeting.  Any director may
waive notice of any meeting.  The attendance of a director at any meeting 
shall constitute a waiver of notice of such meeting, except where a director 
attends and announces that the express purpose of his/her attendance at the 
beginning of the meeting is to object to the holding of the meeting or the 
transaction of any business because the meeting is not lawfully called or 
convened, and provided that such Director does not thereafter participate in 
any way, vote for or assent or dessent to or on the record abstain from 
voting on any action taken at the meeting.  Neither the business to be 
transacted at, nor the purpose of, any regular or special meeting of the 
Board of Directors need be specified in the notice or waiver of notice of 
such meeting.

     Section 3.7.  Quorum.  A majority of the number of directors fixed by
these by-laws shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, provided, that if less than a majority
of such directors are present at said meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice.

     Section 3.8.  Manner of Acting.  The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

     Section 3.9.  Vacancies.  Any vacancy occurring in the Board of
Directors and any directorship to be filled by reason of an increase in the
number of directors, may be filled by the remaining directors, though less
than a quorum, at an annual or special meeting thereof.

     Section 3.10.  Compensation.  By resolution of the Board of Directors,
irrespective of any personal interest of any of the members, the directors
may be compensated for their services to the Corporation in any reasonable
manner, including but not limited to payment of their expenses, if any, of
attendance at each meeting of the Board, or any duly organized Committee of
the Board of which they are members, and/or payment of a fixed sum for 
attendance at such meeting, and/or payment of stated periodic amount for
serving on the Board and/or any committee thereof.  Alternatively and
additionally, the Directors may be paid either by issuance of a fixed number
of shares of the Corporation, or payment of the fixed sums may be made by
issuance of shares of the Corporation of an equivalent value as the amount
due, as determined by the Board.  No such payment shall preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor.

<PAGE>  6

     Section 3.11.  Presumption of Assent.  A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be conclusively presumed to have assented to
the action taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting.  Such right to
dissent shall not apply to a director who voted in favor of such action taken.

     Section 3.12.  Informal Action by Directors.  Any action required to be
taken at a meeting of the Board of Directors, or any other action which may
be taken at a meeting of the Board of Directors, or any duly organized
committe thereof acting within the scope of its delegated authority, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the directors entitled to vote with respect 
to the subject matter thereof or by all the members of such committee, as the
case may be, and such consent is included in the minutes or filed with the 
corporate records reflecting the action taken.

                              ARTICLE IV

                               OFFICERS

     Section 4.1.  Number.  The officers of the Corporation shall be a
Chairman, a President, a Treasurer and a Secretary, all of whom shall be 
elected by the Board of Directors.

     The board of Directors may appoint such other officers as they deem
necessary which may include various levels of Vice Presidents, a Controller,
a Chief Financial Officer, a General Counsel, and others who shall have such
authority and shall perform such duties as from time to time may be
prescribed by the Board of Directors.  Any two or more offices may be held by
the same person.

     The officers of the Corporation shall have such powers and authority in
the control and management of the property and business of the Corporation as
is usual and proper in the case of, and incident to, such corporate offices,
except insofar as such power and authority is limited by these by-laws or by
resolution of the Board of Directors.  Officers shall report as designated by
the Board of Directors or by these Bylaws, or if there is no such designation,
then as designated by the Chairman.

     Section 4.2.  Election and Term of Office.  The officers of the
Corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of
shareholders.  If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be.
Vacancies may be filled or new 

<PAGE>  7
offices filled at any meeting of the Board of Directors.  Each officer shall 
hold office until his successor shall have been duly elected and shall have 
qualified or until his death or until he shall resign or shall have been 
removed in the manner hereinafter provided.

     Section 4.3.  Removal.  Any officer or agent of the Corporation may be
removed at any time by the Chairman, the Chairman's designee, or by the Board
of Directors whenever in his/its judgment the best interests of the 
Corporation would be served thereby, but such removal shall be without 
prejudice to the contract rights, if any, of the person so removed; and, any
such removal by the Chairman (or the Chairman's designee) shall be subject to
ratification by the Board of Directors, provided that such ratification shall
be effective retroactive in effect to the date of removal.

     Section 4.4.  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

     Section 4.5.  Bonds.  If the Board of Directors by resolution shall so
require, any officer or agent of the Corporation shall give bond to the
Corporation in such amount and with such surety as the Board of Directors may
deem sufficient, conditioned upon the faithful performance of their
respective duties and offices.

     Section 4.6.  Chairman.  The Chairman shall be chosen from the Board of
Directors and shall be the chief executive officer of the Corporation.  The
Chairman shall have executive authority to see that all orders and resolutions
of the Board of Directors are carried into effect and, subject to the control
vested in the Board of Directors by statute, by the Articles of
Incorporation or by these by-laws, shall administer and be responsible for 
the overall management of the business and affairs of the Corporation.  The 
Chairman shall preside at all meetings of the shareholders and of the Board 
of Directors, and in general shall perform all duties incident to the office 
of the Chairman of the Board and such other duties as from time to time may 
be assigned to him by the Board of Directors.

     Section 4.7.  President.  The President shall be chosen by the Board of
Directors, shall be directly responsible to the Chairman and directly in
charge of all of the Corporation's operations.  He may sign with the 
Secretary or any other proper officer of the Corporation thereunto authorized
by the Board of Directors, certificates for shares of the Corporation, any 
deeds, mortgages, bonds, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing
and execution thereof shall be expressly delegated by the Board of Directors
or by these by-laws to some other officer or agent of the Corporation, or
shall be required by law to be otherwise signed or executed; and in general
shall perform all duties as may be prescribed by the Board of Directors from
time to time.

<PAGE>  8
     Section 4.8.  Vice Presidents and Other Officers.  Any Vice President
may sign with the Secretary or an Assistant Secretary, certificates for 
shares of the Corporation. Vice Presidents and othe Officers shall have such
authority within an appointed area as determined by the Board of Directors,
and shall perform such other duties as from time to time may be assigned to 
them by the President, the Chairman, or the Board of Directors.

     Section 4.9.  Treasurer.  If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board of Directors shall
determine.  He shall: (a) have charge and custody of and be responsible for
all funds and securities of the Corporation; receive and give receipts for
moneys due and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of Article V of these by-laws; (b) in general, perform all duties
incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the Chairman, the President or the Board of 
Directors.

     Section 4.10.  Secretary.  The Secretary shall: (a) keep the minutes of
the shareholders' and of the Board of Directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents, the execution
of which on behalf of the Corporation under its seal is duly authorized in 
accordance with the provisions of these by-laws; (d) keep a register of the 
post office address of each shareholder; (e) have general charge of the share
transfer books of the Corporation; (f) in general, perform all duties 
incident to the office of Secretary and such other duties as from time to 
time may be assigned to him by the Chairman, the President or by the Board of
Directors.

     Section 4.11.  Assistant Treasurers and Assistant Secretaries.  The
Assistant Treasurers shall, respectively, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in such
sums and with such sureties as the Board of Directors shall determine.  The
Assistant Secretaries as thereunto authorized by the Board of Directors may
sign with the President or a Vice President certificates for shares of the
Corporation, the issue of which shall have been authorized by a resolution of
the Board of Directors.  The Assistant Treasurers and Assistant Secretaries,
in general, shall perform such duties as shall be assigned to them by the
Treasurer or the Secretary, respectively, or by the Chairman, the President 
or the Board of Directors.

     Section 4.12.  Compensation.  The compensation of the officers shall be
fixed from time to time by the Board of Directors and no officer shall be 
prevented from receiving such compensation by reason of the fact that he is 
also a director of the Corporation.

<PAGE>  9
     Section 4.13.  Succession.

     In case of the unexplained absence of, or inability to reach, the 
Chairman for a period of forty-eight (48) hours, or in the event of the 
Chairman's inability to at or his refusal to act in accordance with the law
or the directives of the Board of Directors, the President shall perform the
duties of the Chairman.

     In case of the unexplained absence of, or inability to reach, the 
President for a period of forty-eight (48) hours, or in the event of the 
President's inability to act or his refusal to act in accordance with the law
or the directives of the Board off Directors, the Chairman or any other 
officer whon the Chairman shall designate shall perform the duties of the 
President.

     In case of the Unexplained absence of, or inability to reach, both the
President and the Chairman for a period of forty-eight (48) hours, or the
inability to act of both the Chairman and the President, then the officer:
in the order previously designated by the Board of Directors; or, in the 
absence of any designation by the Board of Directors, in the order previously
designated by the Chairman; or, in the absence of any designation by either
of them, first the Executive Vice President(s), then the Senior Vice
President(s) and then the Vice President(s), each in the order of their last
appointment, shall temporarily perform the duties of President and Chairman
until action by the Board of Directors.  Such officer shall call a Special
Meeting of the Board of Directors within seven (7) days of assuming the 
duties of President and Chairman, for the express purpose of filing those 
vacancies and appointing new officers, as appropriate, unless the President
and the Chairman resume their duties in the interim.

                                ARTICLE V

                   CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 5.1.  Contracts.  The Board of Directors may authorize any 
officer or officers, agent or agents, to enter into any contract or execute 
and deliver any instrument in the name of and on behalf of the Corporation, 
and such authority may be general or confined to specific instances.

     Section 5.2.  Loans.  No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors.  Such authority
may be general or confined to specific instances.

     Section 5.3.  Checks, Drafts, etc.  All checks, drafts or other order
for the payment of money, notes or other evidences of indebtedness issued in
the name of the Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board of Directors.

     Section 5.4.  Deposits.  All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in

<PAGE>  10
such banks, trust companies or other depositories as the Board of Directors
may select.
  
                              ARTICLE VI

          SHARES, CERTIFICATES FOR SHARES AND TRANSFER OF SHARES

     Section 6.1.  Regulation.  The Board of Directors may make such rules
and regulations as it may deem expedient concerning the issuance, transfer
and registration of certificates for shares of the Corporation, including the
appointment of transfer agents and registrars.

     Section 6.2.  Certificates for Shares.  Certificates representing shares
of the Corporation shall be respectively numbered serially for each class of
shares, or series thereof, as they are issued, may be impressed with the
corporate seal or a facsimile thereof, and shall be signed by the Chairman,
President or a Vice President and by the Treasurer or an Assistant Treasurer 
or the Secretary or an Assistant Secretary; provided that such signatures may
be facsimile if the certificate is countersigned by a transfer agent, or
registered by a registrar other than the Corporation itself or its employee. 
Each certificate shall state the name of the Corporation, the fact that the
Corporation is organized or incorporated under the laws of the State of
Indiana, the name of the person to whom issued, the date of issue, the class
(or series of any class), the number of shares thereby or a statement that
such shares are without par value.  If the Articles of Incorporation of the
Corporation authorize the issuance of more than one class of shares, a
statement of the designations, preferences, qualifications, limitations,
restrictions and special or relative rights of the shares of each class shall
be set forth in full or summarized on the face or back of the certificates
which the Corporation shall issue or in lieu thereof, the certificate may set
forth that such a statement or summary will be furnished to any shareholder
upon request without charge.  Each certificate shall be otherwise in such
form as may be prescribed by the Board of Directors and as shall conform to
the rules of any stock exchange on which the shares may be listed.

     The Corporation shall not issue certificates representing fractional
shares and shall not be obligated to make any transfers creating a fractional
interest in a share of stock.  The Corporation may, but shall not be obligated
to, issue script in lieu of any fractional shares, such script to have terms
and conditions specified by the Board of Directors.

     Section 6.3.  Cancellation of Certificates.  All certificates
surrendered to the Corporation for transfer shall be canceled and no new
certificates shall be issued in lieu thereof until the former certificate for
a like number of shares shall have been surrendered and canceled, except
as herein provided with respect to lost, stolen or destroyed certificates.

     Section 6.4.  Lost, Stolen or Destroyed Certificates.  Any shareholder
claiming that his certificate for shares is lost, stolen or destroyed may
make an

<PAGE>  11
affidavit or affirmation of that fact and lodge the same with the Secretary 
of the Corporation, accompanied by a signed application for a new 
certificate.  Thereupon, and upon the giving of a satisfactory bond of 
indemnity to the Corporation not exceeding in amount double the value of the 
shares represented by such certificate, such value to be determined by the 
Chairman and Treasurer of the Corporation, a new certificate may be issued of
the same tenor and representing the same number, class and series of shares 
as were represented by the certificate alleged to be lost, stolen or destroyed.

     Section 6.5.  Transfer of Shares.  Shares of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in person
or by his duly authorized attorney, upon the surrender and cancellation of
a certificate or certificates for a like number of shares.  Upon presentation
and surrender of a certificate for shares properly endorsed and payment of 
all taxes therefor, the transferee shall be entitled to a new certificate or
certificates in lieu thereof.  As against the Corporation, a transfer of
shares can be made only on the books of the Corporation and in the manner 
hereinabove provided, and the Corporation shall be entitled to treat the
holder of record of any share as the owner thereof and shall not be bound to
recognize any equitable or other claim to or interest in such share on the
part of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the statutes of the State of
Indiana.

                              ARTICLE VII

                              FISCAL YEAR

     The fiscal year of the Corporation shall end on the last day of
December in each calendar year.

                             ARTICLE VIII

                               DIVIDENDS

     The Board of Directors may from time to time fix a record date,
declaration date and payment date with respect to any share dividend or
distribution to shareholders in the manner and upon the terms and conditions
provided by law and its Articles of Incorporation.

                             ARTICLE IX

                                SEAL

     The Board of Directors shall provide a corporate seal which shall be in
the form of a circle and shall have inscribed thereon the name of the 
Corporation and the words "Corporate Seal, Indiana."

                              ARTICLE X

<PAGE>  12
                          WAIVER OF NOTICE

     Whenever any notice is required to be given under the provisions of
these by-laws or under the provisions of the Articles of Incorporation or
under the provisions of the Indiana Business Corporation Law, or otherwise,
a waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time started therein, shall be deemed
equivalent to the giving of such notice.  Attendance at any meeting, in
person or by proxy, shall constitute a waiver of notice of such meeting,
unless the person or persons entitled to such notice at the beginning of the
meeting objects to holding the meeting.

                             ARTICLE XI

                           INDEMNIFICATION

     Section 11.1.  General.  The Corporation shall, to the fullest extent to
which it is empowered to do so by the Indiana Business Corporation Law, or
any other applicable laws, as from time to time in effect, indemnify any
Indemnified Officer who was or is a party, or is threatened to be made a 
party, to any threatened, pending or completed action, suit or proceeding, 
whether civil, criminal, administrative or investigative and whether formal 
or informal, by reason of the fact that he is or was a director, officer, 
employee or agent of the Corporation, or who, while serving as such director,
officer, employee or agent of the Corporation, is or was serving at the 
request of the Corporation as a director, officer, partner, trustee, employee
or agent of another corporation, partnership, joint venture, trust, employee 
benefit plan or other enterprise, whether for profit or not, against judgments,
settlements, penalties and fines (including excise taxes assessed with
respect to employee benefit plans) and reasonable expenses (including counsel
fees) incurred by him in accordance with such action, suit or proceeding, if
he acted in good faith and in a manner he reasonably believed, in the case of
conduct in his official capacity, was in the best interests of the 
Corporation, and in all other cases, was not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, he
either had reasonable cause to believe his conduct was lawful or no reasonable
cause to believe his conduct was unlawful.  

     Any other person may be so indemnified if it is determined by the Board
of Directors by a majority vote of a quorum none of whom were at the time
parties to such action that such indemnification is in the interest of the
Corporation, subject to the provisions of this Article.

     The termination of any action, suit or proceeding by judgment, order, 
settlement or conviction, or upon a plea of nolo contendere or its 
equivalent, shall not, of itself, create a presumption that the person did 
not meet the prescribed standard of conduct.

<PAGE>  13
     Section 11.2.  Authorization of Indemnification.  To the extent that an 
Indemnified officer of the Corporation has been successful, on the merits or 
otherwise in the defense of any action, suit or proceeding referred to in 
Section 11.1 of this Article, or in the defense of any claim, issue or matter
therein, the Corporation shall indemnify such person against reasonable 
expenses (including counsel fees) incurred by such person in connection 
therewith.  Any other indemnification under Section 11.1 of this Article 
(unless ordered by a court) shall be made by the Corporation only as 
indemnification of the person to be indemnified is permissible in the 
circumstances because he has met the applicable standard of conduct, and as 
authorized as provided below.  

     Determination as to whether indemnification is permissible shall be made
(1) by the Board of Directors by a majority vote of a quorum none of whom 
were at the time parties to such action, suit or proceeding; or (2) if a 
quorum cannot be obtained under subdivision (1), by majority vote of a 
committee duly designated by the Board of Directors (in which designation 
directors who are parties may participate), consisting solely of two or more 
directors not at the time parties to such action, suit or proceeding; or 
(3) by special legal counsel:  (A) selected by the Board of Directors or its 
committee in the manner prescribed in subdivision (1) or (2), or (B) if a 
quorum of the Board of Directors cannot be obtained under subdivision (1) and
a committee cannot be designated under subdivision (2), selected by majority 
vote of the full Board of Directors; or (4) by the shareholders, but shares 
owned by or voted under the control of directors who are at the time parties 
to such action, suit or proceeding may not be voted on the determination.

     Authorization of indemnification, the extent of indemnification and 
evaluation as to reasonableness of expenses shall be made in the same manner 
as the determination that indemnification is permissible, except that if the 
determination is made by special legal counsel, authorization of 
indemnification and evaluation as to reasonableness of expenses shall be made
by those entitled under sub-section (3) to select counsel.

     Section 11.3.  Good Faith Defined.  For purposes of any determination
under this Article XI, a person shall be deemed to have acted
in good faith and to have otherwise met the applicable standard of conduct set
forth in Section 11.1 if his action is based on information, opinions,
reports, or statements, including financial statements and other financial
data if prepared or presented by (1) one or more other Directors, officers or
employees of the Corporation or another enterprise whom he reasonably 
believes to be reliable and competent in the matters presented; (2) legal 
council, public accountants, appraisers or other persons as to matters he 
reasonably believes are within the person's professional or expert 
competence; or (3) a committee of the Board of Directors of the Corporation 
or another enterprise of which the person is not a member if he reasonably 
believes the committee merits confidence.  The term "another enterprise" as 
used in this Section 11.3 shall mean any other corporation or any 
partnership, joint venture, trust, employee benefit plan or other enterprise 
of which such a person is or was serving at the request of the Corporation as
a director, officer, partner, trustee, employee or agent.  The provisions of 
this

<PAGE>  14
Section 11.3 shall not be deemed to be exclusive or to limit in any way 
the circumstances in which a person may be deemed to have met the applicable 
standards of conduct set forth in Section 11.1 of this Article XI.

     Section 11.4.  Payment of Expenses in Advance.  Reasonable expenses
incurred in connection with any civil or criminal action, suit or proceeding
may be paid for or reimbursed by the Corporation in advance of the final
disposition of such action, suit or proceeding, as authorized in the specific
case in the same manner described in Section 11.2 of this Article, upon
receipt of a written affirmation of the person to be indemnified's good faith
belief that he has met the standard of conduct described in Section 11.1 of 
this Article and upon receipt of a written undertaking by or on behalf of the
said person to repay such amount if it shall ultimately be determined that he
did not meet the standard of conduct set forth in this Article XI, and a 
determination is made that the facts then known to those making the 
determination would not preclude indemnification under this Article XI.

     Section 11.5. Provisions Not Exclusive.  The indemnification provided
by this Article shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under the Articles of
Incorporation of this Corporation, any other authorization, whenever adopted,
after notice, by a majority vote of all voting shares then outstanding, or
any contract, both as to action in this official capacity and as to action in
another capacity while holding such office.

     Section 11.6.  Vested Right to Indemnification.  The right of any
individual to indemnification under this Article shall vest at the time of
occurrence or performance of any event, act or omission giving rise to any 
action, suit or proceeding of the nature referred to in Section 11.1 of this
Article and, once vested, shall not later be impaired as a result of any
amendment, repeal, alteration or other modification of any or all of these
by-laws, or by a change in his employment status or other capacity entitling
him to indemnification and shall inure to the benefit of the heirs, executors
and administrators of such an individual.  Notwithstanding the foregoing, the
indemnification afforded under this Article shall be applicable to all 
alleged prior acts or omissions of any individual seeking indemnification 
hereunder, regardless of the fact that such alleged acts or omissions may 
have occurred prior to the adoption of this Article, and to the extent such 
prior acts or omissions cannot be deemed to be covered by this Article XI, 
the right of any individual to indemnification shall be governed by the 
indemnification provisions in effect at the time of such prior acts or 
omissions.

     Section 11.7.  Insurance.  The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Corporation or who is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, against any liability asserted against or incurred by
the individual in

<PAGE>  15
that capacity or arising from the individual's status as a director, officer, 
employee or agent, whether or not the Corporation would have power to 
indemnify the individual against the same liability.

     Section 11.8.  Additional Definitions.  For purposes of this Article,
references to "the Corporation" shall include any domestic or foreign
predecessor entity of the Corporation in a merger or other transaction in
which the predecessor's existence ceased upon consummation of the transaction.

     For purposes of this Article, serving an employee benefit plan at the
request of the Corporation shall include any service as a director, officer,
employee or agent of the Corporation which imposes duties on, or involves
services by such director, officer, employee, or agent with respect to
an employee benefit plan, its participants, or beneficiaries.  A person who
acted in good faith and in a manner he reasonably believed to be in the best
interests of the participants and beneficiaries of any employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interest of the Corporation" referred to in this Article.

     For purposes of this Article, "party" includes any individual who is or
was a plaintiff, defendant, or respondent in any action, suit or proceeding,
or who is threatened to be made a named defendant or respondent in any
action, suit or proceeding.

     For purposes of this Article, "official capacity," when used with 
respect to a director, shall mean the office of director of the Corporation;
and when used with respect to an individual other than a director, shall mean
the office in the Corporation held by the officer or the employment or agency
relationship undertaken by the employee or agent on behalf of the
Corporation.  "Official capacity" does not include service for any other
foreign or domestic corporation or any partnership, joint venture, trust,
employee benefit plan, or other enterprise, whether for profit or not.

     For the purpose of this Article, "Indemnified Officer" means any Officer
or Director of the Corporation, any member of the Management Group (as 
hereafter defined) of a division of the Corporation, and any Officer or
Director of any wholly owned subsidiary of the Corporation.

     For the purpose of this Article, "Management Group" means the Division
or General Manager of the division, and those employees who have division-
wide responsibility whose titles are or include President, (Executive/Senior/
Assistant) Vice President, or (Assistant) Controller.

     Section 11.9.  Payments as Business Expense.  Any payments made to any
indemnified party under these by-laws or under any other right to
indemnification shall be deemed to be an ordinary and necessary business
expense of the Corporation, and payment thereof shall not subject any person

<PAGE>  16
responsible for the payment, or the Board of Directors, to any action for 
corporate waste or to any similar action.

                               ARTICLE XII

                                AMENDMENTS

     These by-laws may be altered, amended or repealed and new by-laws may be
adopted by a majority of the directors present at any meeting of the Board of
Directors of the Corporation at which a quorum is present.

By-laws as amended effective July 24, 1998