Exhibit 3

                             BY LAWS
                                
                               OF

              GENERAL EMPLOYMENT ENTERPRISES, INC.


                           ARTICLE I

                            OFFICES


       The  principal office of the corporation in the  State  of
Illinois  shall  be  located in Oakbrook Terrace  and  County  of
DuPage.   The  corporation may have such  other  offices,  either
within  or without the State of Illinois, as the business of  the
corporation may require from time to time.

       The  registered office of the corporation required by  The
Business  Corporation  Act  to be  maintained  in  the  State  of
Illinois  may  be, but need not be, identical with the  principal
office  in  the  State  of  Illinois,  and  the  address  of  the
registered office may be changed from time to time by  the  board
of directors.


                           ARTICLE II

                          SHAREHOLDERS

       SECTION  1.   ANNUAL MEETING.  The annual meeting  of  the
shareholders shall be held each year at such time and date as the
Board  of  Directors may prescribe, for the purpose  of  electing
directors and for the transaction of such other business  as  may
come before the meeting.  If the day fixed for the annual meeting
shall be a legal holiday, such meeting shall be held on the  next
succeeding business day.


       SECTION  2.   SPECIAL MEETINGS.  Special meetings  of  the
shareholders  may be called by the president,  by  the  board  of
directors or by the holders of not less than one-fifth of all the
outstanding shares of the corporation.


       SECTION 3.  PLACE OF MEETING.  The board of directors  may
designate  any  place,  either within or  without  the  State  of
Illinois, as the place of meeting for any annual meeting  or  for
any  special meeting called by the board of directors.  A  waiver
of  notice  signed by all shareholders may designate  any  place,
either within or without the State of Illinois, as the place  for
the holding of such meeting.  If no designation is made, or if  a
special  meeting be otherwise called, the place of meeting  shall
be  the  registered office of the corporation  in  the  State  of
Illinois,  except  as otherwise provided in  Section  5  of  this
article.


       SECTION 4.  NOTICE OF MEETINGS.  Written or printed notice
stating  the place, day and hour of the meeting, and in the  case
of  a  special  meeting, the purpose or purposes  for  which  the
meeting is called, shall be delivered not less than ten nor  more
than sixty days before the date of the meeting, or in the case of
a  merger  or consolidation, not less than twenty nor  more  than
sixty  days before the meeting, either personally or by mail,  by
or  at  the direction of the president, or the secretary, or  the
officer  or  persons calling the meeting, to each shareholder  of
record  entitled to vote at such 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.


       SECTION  5.  MEETING OF ALL SHAREHOLDERS.  If all  of  the
shareholders shall meet at any time and place, either  within  or
without  the State of Illinois, and consent to the holding  of  a
meeting  at  such  time and place, such meeting  shall  be  valid
without call or notice, and at such meeting any corporate  action
may be taken.


       SECTION 6.  CLOSING OF TRANSFER BOOKS OR FIXING OF  RECORD
DATE.   For  the purpose of determining shareholders entitled  to
notice  of  or  to  vote  at  any  meeting  of  shareholders,  or
shareholders entitled to receive payment of any dividend,  or  in
order  to  make  a determination of shareholders  for  any  other
proper  purpose, the board of directors of the corporation  shall
fix   in  advance  a  date  as  the  record  date  for  any  such
determination of shareholders, such date in any case  to  be  not
more than sixty days and, for a meeting of shareholders, not less
than  ten days, or in the case of a merger or consolidation,  not
less than twenty days, immediately preceding such meeting.  If no
record  date  is  fixed  for  the determination  of  shareholders
entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the  date
on  which  notice of the meeting is  mailed or the date on  which
the  resolution of the board of directors declaring such dividend
is adopted, as the case may be, shall be the record date for such
determination of shareholders.


       SECTION  7.   VOTING LISTS.  The officer or  agent  having
charge of the transfer books for shares of the corporation  shall
make,  at  least ten 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  of
ten  days  prior to such meeting, shall be kept on  file  at  the
registered  office  of the corporation and shall  be  subject  to
inspection  by any shareholder at any time during usual  business
hours.   Such  list shall also be produced and kept open  at  the
time  and  place  of  the meeting and shall  be  subject  to  the
inspection  of  any  shareholder 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.


       SECTION 8.  QUORUM.  A majority of the outstanding  shares
of  the  corporation, represented in person or  by  proxy,  shall
constitute  a  quorum  at any meeting of shareholders;  provided,
that  if  less  than  a  majority of the outstanding  shares  are
represented  at  said  meeting,  a  majority  of  the  shares  so
represented  may  adjourn the meeting from time to  time  without
further notice.  If a quorum is present, the affirmative vote  of
the  majority of the shares represented at the meeting  shall  be
the  act of the shareholders, unless the vote of a greater number
or voting by classes is required by The Business Corporation Act,
the articles of incorporation or these by-laws.


       SECTION  9.  PROXIES.  At all meetings of shareholders,  a
shareholder  may  vote  by  proxy  executed  in  writing  by  the
shareholder  or  by  his duly authorized attorney-in-fact.   Such
proxy shall be filed with the secretary of the corporation before
or  at  the  time of the meeting.  No proxy shall be valid  after
eleven  months  from the date of its execution, unless  otherwise
provided in the proxy.


       SECTION  10.  VOTING OF SHARES.  Subject to the provisions
of Section 12 of this article, each outstanding share, regardless
of  class,  shall  be  entitled to  one  vote  upon  each  matter
submitted to vote at a meeting of shareholders.


       SECTION 11.  VOTING OF SHARES BY CERTAIN HOLDERS.   Shares
standing in the name of another corporation, domestic or foreign,
may be voted by such officer, agency, or proxy as the by-laws  of
such  corporation  may  prescribe, or, in  the  absence  of  such
provision,  as  the  board of directors of such  corporation  may
determine.

       Shares  standing in the name of a deceased person  may  be
voted  by his administrator or executor, either in person  or  by
proxy.   Shares standing in the name of a guardian,  conservator,
or trustee may be voted by such fiduciary, either in person or by
proxy,  but  no  guardian,  conservator,  or  trustee  shall   be
entitled, as such fiduciary, to vote shares held by him without a
transfer of such shares into his name.

       Shares standing in the name of a receiver may be voted  by
such  receiver,  and shares held by or under  the  control  of  a
receiver  may  be  voted by such receiver  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  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 the shares so transferred.

      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  12.   CUMULATIVE VOTING.  In  all  elections  for
directors,  every shareholder shall have the right  to  vote,  in
person  or  by proxy, the number of shares owned by him,  for  as
many persons as there are directors to be elected, or to cumulate
said  shares, and give one candidate as many votes as the  number
of  directors multiplied by the number of his shares shall equal,
or  to  distribute  them  on the same  principle  among  as  many
candidates as he shall see fit.


       SECTION  13.  INSPECTORS.  At any meeting of shareholders,
the  chairman  of  the meeting may, or upon the  request  of  any
shareholder shall, appoint one or more persons as inspectors  for
such meeting.

       Such  inspectors shall ascertain and report the number  of
shares represented at the meeting, based upon their determination
of the validity and effect of proxies; count all votes and report
the  results; and to do such other acts as are proper to  conduct
the election and voting with impartiality and fairness to all the
shareholders.

       Each report of an inspector shall be in writing and signed
by  him  or  by  a  majority of them if there be  more  than  one
inspector  acting  at such meeting.  If there is  more  than  one
inspector,  the report of a majority shall be the report  of  the
inspectors.   The  report of the inspector or inspectors  on  the
number  of  shares represented at the meeting and the results  of
the voting shall be prima facie evidence thereof.


       SECTION 14.  INFORMAL ACTION BY SHAREHOLDERS.  Any  action
required  to  be taken at a meeting of the shareholders,  or  any
other action which may be taken at a meeting of the shareholders,
may  be  taken without a meeting if a consent in writing, setting
forth  the  action  so  taken, shall be  signed  by  all  of  the
shareholders entitled to vote with respect to the subject  matter
thereof.

        In   order   that  the  corporation  may  determine   the
shareholders entitled to consent to corporate action  in  writing
without a meeting, the board of directors may fix a record  date,
which  record  date  shall not precede the date  upon  which  the
resolution  fixing the record date is adopted  by  the  board  of
directors, and which date shall not be more than twenty (20) days
after  the date upon which the resolution fixing the record  date
is  adopted by the board of directors.  Any shareholder of record
seeking  to  have  the shareholders authorize or  take  corporate
action  by  written  consent shall,  by  written  notice  to  the
Secretary,  request the board of directors to fix a record  date.
The  board of directors shall promptly, but in all events  within
twenty  (20)  days  after  the date  on  which  such  request  is
received,  adopt  a  resolution fixing the record  date.   If  no
record  date  has  been fixed by the board  of  directors  within
twenty  (20)  days  of the date on which such  request  has  been
received,  the  record  date  for  determining  the  shareholders
entitled  to  consent to corporate action in  writing  without  a
meeting,  when  no  prior action by the  board  of  directors  is
required  by applicable law, shall be the first date on  which  a
signed written consent setting forth the action taken or proposed
to  be  taken is delivered to the corporation by delivery to  its
registered  office in the State of Illinois, its principal  place
of  business,  or any officer or agent of the corporation  having
custody of the book in which proceedings of shareholders meetings
are   recorded,  to  the  attention  of  the  Secretary  of   the
corporation.   Delivery  shall be by  hand  or  by  certified  or
registered mail, return receipt requested.  If no record date has
been  fixed  by  the board of directors and prior action  by  the
board of directors is required by applicable law, the record date
for  determining  shareholders entitled to consent  to  corporate
action  in  writing without a meeting shall be at  the  close  of
business  on the date on which the board of directors adopts  the
resolution taking such prior action.


       SECTION 15.  VOTING BY BALLOT.  Voting on any question  or
in  any  election  may be viva voce unless the presiding  officer
shall  order  or any shareholder shall demand that voting  be  by
ballot.


        SECTION   16.    NOTICE  OF  NOMINATIONS  OF   DIRECTORS.
Nominations  for the election of directors may  be  made  by  the
Board  of  Directors or by a committee appointed by the Board  of
Directors, or by any shareholder entitled to vote in the election
of  directors generally provided that such shareholder has  given
actual  written notice of such shareholder's intent to make  such
nomination or nominations to the Secretary of the corporation not
later  than  (a) with respect to an election to  be  held  at  an
annual  meeting of shareholders, 60 days prior to the anniversary
date of the immediately preceding annual meeting of shareholders,
and  (b)  with  respect to an election to be held  at  a  special
meeting of shareholders for the election of directors, the  close
of  business on the seventh day following (i) the date  on  which
notice of such meeting is first given to shareholders or (ii) the
date  on  which  public  disclosure  of  such  meeting  is  made,
whichever is earlier.

       Each such notice shall set forth: (a) the name and address
of  the shareholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that  the
shareholder  is  a holder of record of stock of  the  corporation
entitled to vote at such meeting and intends to appear in  person
or  by  proxy  at the meeting to nominate the person  or  persons
specified in the notice; (c) a description of all arrangements or
understandings  involving any two or more  of  the  shareholders,
each  such  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 shareholder or relating to  the
corporation or its securities or to such nominee's service  as  a
director  if  elected; (d) such other information regarding  such
nominee proposed by such shareholder as would be required  to  be
included  in a proxy statement filed pursuant to the proxy  rules
of  the  Securities and Exchange Commission had the nominee  been
nominated,  or  intended  to  be  nominated,  by  the  Board   of
Directors;  and (e) the consent of each nominee  to  serve  as  a
director of the corporation if so elected.  The chairman  of  the
meeting  may refuse to acknowledge the nomination of  any  person
not made in compliance with the foregoing procedure.

       Notwithstanding  the  foregoing, such  written  notice  of
intent  to  nominate  must be received by the  secretary  of  the
corporation  not  later than December 20, 1991  with  respect  to
nominations for the 1992 annual meeting.


       SECTION 17.  NOTICE OF SHAREHOLDER BUSINESS.  At an annual
meeting  of  the  shareholders,  only  such  business  shall   be
conducted as shall have been brought before the meeting (a) by or
at  the  direction  of  the  Board of Directors  or  (b)  by  any
shareholder  of  the  corporation who complies  with  the  notice
procedures  set  forth in this Section 17.  For  business  to  be
properly  brought before an annual meeting by a shareholder,  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  30
days  nor  more  than  60  days prior to the  meeting;  provided,
however,  that  in the event that less than 40  days'  notice  or
prior  public disclosure of the date of the meeting is  given  or
made to shareholders, notice by the shareholder to be timely must
be  received not later than the close of business on the 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 address, as
they  appear  on  the  corporation's books,  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  the  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  17.   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 17, and  if  he  should  so
determine,  he  shall  so declare to the  meeting  and  any  such
business  not  properly brought before the meeting shall  not  be
transacted.



                          ARTICLE III

                           DIRECTORS

       SECTION  1.  GENERAL POWERS.  The business and affairs  of
the corporation shall be managed by its board of directors.


       SECTION 2.  NUMBER, TENURE AND QUALIFICATIONS.  The number
of  directors  of the corporation shall be seven.  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 Illinois or shareholders  of
the corporation.


       SECTION  3.  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.  The board of directors may provide,  by
resolution,  the  time and place, either within  or  without  the
State of Illinois, for the holding of additional regular meetings
without  other notice than such resolution.  The time  and  place
for  a  regular meeting set forth in any such resolution  may  be
changed by written or telephone notice from the chairman  of  the
board  or his designee to the directors at least three days prior
to the date upon which the meeting is to take place.


       SECTION  4.   SPECIAL MEETINGS.  Special meetings  of  the
board  of  directors may be called by or at the  request  of  the
president or a majority of the 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 Illinois, as
the  place  for  holding  any special meeting  of  the  board  of
directors called by them.


      SECTION 5.  NOTICE.  Notice of any special meeting shall be
given  at  least  3  days  previous  thereto  by  written  notice
delivered  personally or mailed to each director at his  business
address, or by telegram.  If mailed, such notice shall be  deemed
to  be  delivered  when deposited in the United  States  mail  so
addressed, with postage thereon prepaid.  If notice be  given  by
telegram,  such notice shall be deemed to be delivered  when  the
telegram is delivered to the telegraph company.  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 a meeting for the express purpose
of  objection  to  the  transaction of any business  because  the
meeting is not lawfully called or convened.  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 6.  QUORUM.  A majority of the number of directors
fixed  by these by-laws shall constitute a quorum for transaction
of  business at any meeting of the board of directors,  provided,
that  if  less  than a majority of such number of  directors  are
present at said meeting, a majority of the directors present  may
adjourn the meeting from time to time without further notice.


       SECTION 7.  MANNER OF ACTING.  The act of the majority  of
the directors present at the meeting at which a quorum is present
shall be the act of the board of directors.


       SECTION 8.  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 election  at
an  annual meeting or special meeting of shareholders called  for
that purpose or a majority of directors may properly fill one  or
more vacancies arising between meetings of shareholders by reason
of an increase in the number of directors or otherwise, but at no
time  may  the number of directors selected to fill vacancies  in
this  manner  during  an  interim  period  between  meetings   of
shareholders exceed 33 1/3% of the total membership of the  Board
of  Directors.  A director elected to fill a vacancy shall  serve
until the next Annual Meeting of Shareholders.


       SECTION  9.   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,  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.


       SECTION 10.  COMPENSATION.  The board of directors, by the
affirmative  vote of a majority of directors then in office,  and
irrespective  of  any personal interest of any  of  its  members,
shall have authority to establish reasonable compensation of  all
directors for services to the corporation as directors, officers,
or  otherwise.   By  resolution of the  board  of  directors  the
directors  may  be paid their expenses, if any, of attendance  at
each meeting of the board.


       SECTION 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.


       SECTION 12.  EXECUTIVE COMMITTEE.  The executive committee
of the board of directors shall consist of three (3) members plus
one  alternate  member, to serve in the absence of the  committee
chairman, to be appointed by the chairman of the board, and  said
committee  shall be authorized to act upon all matters  requiring
board  approval  except the declaration of  dividends,  corporate
reorganization, and merger and acquisition decisions.



                           ARTICLE IV

                            OFFICERS


       SECTION 1.  NUMBER.  The officers of the corporation shall
be  a  president, an executive vice president, one or more  vice-
presidents (the number thereof to be determined by the  board  of
directors),  a  treasurer, and a secretary,  and  such  assistant
treasurers,  assistant secretaries or other officers  as  may  be
elected or appointed by the board of directors.  Any two or  more
offices  may  be held by the same person, except the  offices  of
president and secretary.


       SECTION 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 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.  Election or appointment of  an
officer or agent shall not of itself create contract rights.


       SECTION  3.   REMOVAL.  Any officer or  agent  elected  or
appointed  by the board of directors may be removed by the  board
of  directors whenever in 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.


       SECTION 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 5.  CHAIRMAN OF THE BOARD.  The board of directors
shall  elect  one  of its members chairman  of  the  board.   The
chairman of the board shall preside at all meetings of the  board
of  directors  and  shall perform such other  duties  as  may  be
prescribed by the board of directors.


        SECTION  6.   PRESIDENT.   The  president  shall  be  the
principal  executive  officer of the  corporation  and  shall  in
general supervise and control all of the business and affairs  of
the  corporation.   He  shall preside  at  all  meetings  of  the
shareholders.   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 incident  to  the  office  of
president and such other duties as may be prescribed by the board
of directors from time to time.


       SECTION 7.  THE EXECUTIVE VICE PRESIDENT.  In the  absence
of  the president or in the event of his inability or refusal  to
act, the executive vice president shall perform the duties of the
president, and when so acting, shall have all the powers  of  and
be  subject  to  all  the restrictions upon the  president.   The
executive  vice  president may sign, with  the  secretary  or  an
assistant  secretary, certificates for shares of the corporation;
and  shall perform such other duties as from time to time may  be
assigned to him by the president or by the board of directors.


          SECTION 8.  THE VICE-PRESIDENTS.  In the absence of the
president  or  executive vice president  or  their  inability  or
refusal  to act, the vice-president (in the event there  be  more
than   one  vice-president,  the  vice-presidents  in  the  order
designated,  or in the absence of any designation,  then  in  the
order  of  their  election)  shall  perform  the  duties  of  the
president, and when so acting, shall have all the powers  of  and
be subject to all the restrictions upon the president.  Any vice-
president may sign, with the secretary or an assistant secretary,
certificates  for  shares of the corporation; and  shall  perform
such other duties as from time to time may be assigned to him  by
the president or by the board of directors.


       SECTION  9.  UNIT VICE PRESIDENTS.  From time to time  the
president  may appoint unit vice-presidents who, as  such,  shall
not  be  corporate  officers, for such terms  of  office  as  the
president  may determine.  Such unit vice-presidents  shall  have
such  duties and receive such salaries as the president may  from
time  to  time authorize.  In addition, the president shall  have
the right to set forth areas of responsibility and vary the exact
titles,   such  as  divisional  vice-president,  regional   vice-
president, area vice-president or group vice-president.


       SECTION  10.  THE 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  in  the  name  of the corporation in  such  banks,  trust
companies   or  other  depositaries  as  shall  be  selected   in
accordance with the provisions of Article V of these by-laws; (b)
in  general,  perform all the duties incident to  the  office  of
treasurer  and  such other duties as from time  to  time  may  be
assigned to him by the president, the executive vice president or
by the board of directors.


       SECTION 11.  THE SECRETARY.  The secretary shall: (a) keep
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 certificates  for
shares  prior  to  the issue thereof and to  all  documents,  the
execution of which on behalf of the corporation under its seal is
duly  authorized in accordance with the provision  of  these  by-
laws;  (d)  keep  a register of the post-office address  of  each
shareholder  which  shall be furnished to the secretary  by  such
shareholder;  (e)  sign with the president, or a  vice-president,
certificates  for shares of the corporation, the issue  of  which
shall  have  been  authorized  by  resolution  of  the  board  of
directors;(f) have general charge of the stock transfer books  of
the  corporation; (g) 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 president or by the board  of
directors.


        SECTION   12.    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 president or the board
of directors.


       SECTION 13.  SALARIES.  The salaries of the officers shall
be  fixed  from  time to time by the board of  directors  and  no
officer  shall be prevented from receiving such salary by  reason
of the fact that he is also a director of the corporation.



                           ARTICLE V

             CONTRACTS, LOANS, CHECKS AND DEPOSITS

        SECTION  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 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  3.  CHECKS, DRAFTS, ETC.  All checks,  drafts  or
other  orders 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.




                           ARTICLE VI

           CERTIFICATES FOR SHARES AND THEIR TRANSFER

        SECTION   1.    CERTIFICATES  FOR  SHARES.   Certificates
representing shares of the corporation shall be in such  form  as
may  be  determined by the board of directors.  Such certificates
shall  be signed by the president or a vice-president and by  the
secretary or an assistant secretary and shall be sealed with  the
seal of the corporation.  In lieu of the actual signature of  any
of  said  officers,  a  facsimile signature  may  be  used.   All
certificates  for  shares  shall  be  consecutively  numbered  or
otherwise identified.  The name of the person to whom the  shares
represented  thereby are issued, with the number  of  shares  and
date  of issue, shall be entered on the books of the corporation.
All  certificates  surrendered to the  corporation  for  transfer
shall  be cancelled and no new certificate shall be issued  until
the  former  certificate for a like number of shares  shall  have
been  surrendered and cancelled, except that in case of  a  lost,
destroyed  or  mutilated certificate a  new  one  may  be  issued
therefor upon such terms and indemnity to the corporation as  the
board of directors may prescribe.


      SECTION 2.  TRANSFER OF SHARES.  Transfers of shares of the
corporation shall be made only on the books of the corporation by
the  holder of record thereof or by his legal representative, who
shall furnish proper evidence of authority to transfer, or by his
attorney  thereunto authorized by power of attorney duly executed
and filed with the secretary of the corporation, and on surrender
for  cancellation of the certificate for such shares.  The person
in  whose name shares stand on the books of the corporation shall
be  deemed  an  owner  thereof for all purposes  as  regards  the
corporation.



                          ARTICLE VII

                        INDEMNIFICATION

      SECTION 1.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.  The
corporation shall, to the fullest extent to which it is empowered
to  do so by The Illinois Business Corporation Act of 1983 or any
other  applicable  laws as may from time to time  be  in  effect,
indemnify any person 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, by reason of the fact that he or she is or  was  a
director or officer of the corporation, or that he or she  is  or
was  serving  at the request of the corporation as a director  or
officer of another corporation, partnership, joint venture, trust
or  other  enterprise, against all expenses (including attorneys'
fees),  judgments, fines and amounts paid in settlement  actually
and  reasonably incurred by such person in connection  with  such
action, suit or proceeding.


       SECTION 2.  CONTRACT WITH THE CORPORATION.  The provisions
of  this Article VII shall be deemed to be a contract between the
corporation and each director or officer who serves in  any  such
capacity  at  any time while this Article is in effect,  and  any
repeal  or modification of this Article VII shall not affect  any
rights  or  obligations hereunder with respect to  any  state  of
facts  then  or  theretofore existing  or  any  action,  suit  or
proceeding theretofore or thereafter brought or threatened  based
in whole or in part upon any such state of facts.


       SECTION  3.   INDEMNIFICATION  OF  EMPLOYEES  AND  AGENTS.
Persons  who are not covered by the foregoing provisions of  this
Article  VII  and  who are or were employees  or  agents  of  the
corporation,  or who are or were serving at the  request  of  the
corporation  as  employees  or  agents  of  another  corporation,
partnership,  joint  venture, trust or other enterprise,  may  be
indemnified to the extent authorized at any time or from time  to
time  by the board of directors; provided, however, that  to  the
extent  that such employee or agent has been successful,  on  the
merits  or  otherwise,  in the defense of  any  action,  suit  or
proceeding to which he or she was made a party by reason  of  the
fact that he or she is or was an employee or agent acting in  the
above-described  capacity, or in defense of any claim,  issue  or
matter therein, the corporation shall indemnify such employee  or
agent  against expenses (including attorneys' fees) actually  and
reasonably incurred by him or her in connection therewith.


        SECTION   4.   OTHER  RIGHTS  OF  INDEMNIFICATION.    The
indemnification provided or permitted by this Article  VII  shall
not  be  deemed  exclusive of any other  rights  to  which  those
indemnified  may  be  entitled by law  or  otherwise,  and  shall
continue as to a person who has ceased to be a director, officer,
employee  or agent and shall inure to the benefit of  the  heirs,
executors and administrators of such person.


                          ARTICLE VIII

                          FISCAL YEAR

      The fiscal year of the corporation shall begin on the first
day  of October in each year and end on the last day of September
of each year.


                           ARTICLE IX

                           DIVIDENDS

       The board of directors may from time to time, declare, and
the  corporation may pay, dividends on its outstanding shares  in
the  manner and upon the terms and conditions provided by law and
its articles of incorporation.


                           ARTICLE X

                              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,
Illinois."



                           ARTICLE XI

                        WAIVER OF NOTICE

       Whenever any notice whatever 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 Business
Corporation  Act  of the State of Illinois, a waiver  thereof  in
writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be  deemed
equivalent to the giving of such notice.



                          ARTICLE XII

                           AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws
may  be  adopted at any meeting of the board of directors of  the
corporation by a vote of 66 2/3% of the directors present at  the
meeting  or at any meeting of the shareholders of the corporation
by the affirmative vote of the holders of at least 66 2/3% of the
outstanding shares of the corporation.






As amended November 21, 1995