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                                                                  EXHIBIT 3(iv)

                                     BYLAWS
                                       OF
                        INTERUNION FINANCIAL CORPORATION
                            (A DELAWARE CORPORATION)


                                   ARTICLE I
                                    OFFICES

Section 1.     The principal office in the State of Delaware shall be at the
address of the registered agent for the corporation in the State of Delaware.

Section 2.     The corporation may also have offices at such other places both
within and without the State of Delaware and within or without the United
States of America as the board of directors may from time to time determine as
the business of the corporation may require.


                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

Section 1.     All meetings of the stockholders for the election of directors 
shall be held at such place as may be fixed from time to time by the board of
directors, either within or without the State of Delaware. Meetings of
stockholders for any other purpose may be held at such time and place, within
or without the State of Delaware, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

Section 2.     Annual meetings of stockholders shall be held at times designated
by the board of directors, and at such meetings the stockholders shall elect by
a plurality vote a board of directors, and transact such other business as may
properly be brought before the meeting.

Section 3.     Written notice of the annual meeting shall be given to each
stockholder entitled to vote thereat at least ten days and not more than sixty
days before the date of the meeting.

Section 4.     The officer who has charge of the stock ledger of the corporation
shall prepare and make, at least ten days before every election of directors, a
complete list of the stockholders entitled to vote at said election, arranged
in alphabetical order, showing the address of and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, during ordinary business hours, for a period of
at least ten days prior to the election, either at a place within the city,
town, or village where the election is to be held and which place shall be
specified in the notice of the meeting, or if not specified, at the place where
said meeting is to be held, and the list shall be produced and kept at the time
and place of election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.

Section 5.     Special meetings of the stockholders, for any purpose or 
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of the board of directors, or
at the request in writing of stockholders owning a majority in amount of the
entire capital stock of the corporation issued and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6.     Written notice of a special meeting of stockholders, stating the
time, place and object thereof, shall be given to each stockholder entitled to
vote thereat, at least ten days before the date fixed for the meeting.


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Section 7.     Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

Section 8.     The holders of a majority of the stock issued and outstanding 
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders 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, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

Section 9.     When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
certificate of incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.

Section 10.    Each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after six months from its date, and, except where the transfer books of the
corporation have been closed or a date has been fixed as a record date for the
determination of its stockholders entitled to vote, no share of stock shall be
voted on at any election for directors which has been transferred on the books
of the corporation within twenty days next preceding such election of
directors.

Section 11.    Whenever the vote of stockholders at a meeting thereof is 
required or permitted to be taken in connection with any corporate action by
any provisions of the statutes or of the certificates of incorporation, the
meeting and vote of stockholders may be dispensed with, if all the stockholders
who would have been entitled to vote upon the action if such meeting were held,
shall consent in writing to such corporate action being taken.


                                  ARTICLE III
                                   DIRECTORS

Section 1.     The number of directors which shall constitute the whole board 
shall be not less than three and not more than seven, unless approved by all of
the directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this article, and each
director elected shall hold office until his successor is elected and
qualified. Directors need not be stockholders.

Section 2.     Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, and the directors so chosen shall hold office
until the next annual election and until their successors are duly elected and
shall qualify, unless sooner displaced.

Section 3.     The business of the corporation shall be managed by its board of
directors which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.


                       MEETINGS OF THE BOARD OF DIRECTORS

Section 4.     The board of directors of the corporation may hold meetings, 
both regular and special, either within or without the State of Delaware.


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Section 5.     The first meeting of each newly elected board of directors shall
be held immediately following the final adjournment of the annual meeting of
the stockholders. No notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present.

Section 6.     Regular meetings of the board of directors may be held without
notice at such time and such place as shall from time to time be determined by
the board.

Section 7.     Special meetings of the board may be called by the president on
forty-eight hours notice to each director, either personally or by mail or by
telegram setting forth the time and place thereat; special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of two directors.

Section 8.     At all meetings of the board a majority of the directors then in
office shall constitute a quorum for the transaction of business and the act of
a majority of the directors, except as may be otherwise specifically provided
by statute or by the certificate of incorporation. If a quorum shall not be
present at any meeting of the board of directors the directors present thereat
may adjourn the meeting from time to time, without notice other than an
announcement at the meeting, until a quorum shall be present.

Section 9.     Unless otherwise restricted by the certificate of incorporation 
of these by-laws, any action required or permitted to be taken at any meeting
of the board of directors or of any committee thereof may be taken without a
meeting, if prior to such action a written consent thereto is signed by all
members of the board or of such committee as the case may be, and such written
consent is filed with the minutes of proceedings of the board or committee.

Section 10.    Unless otherwise restricted by the certificate of incorporation 
of these by-laws, members of the board of directors or any committee designed
by the board may participate in a meeting of such board or committee by means
of a conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other and participation
in a meeting in this manner shall constitute presence in person at such
meeting.


                            COMMITTEES OF DIRECTORS

Section 11.    The directors may appoint an executive committee from their 
number. The executive committee may make its own rules of procedure and shall
meet where and as provided by such rules, or by a resolution of the directors.
A majority shall constitute a quorum, and in every case the affirmative vote of
a majority of all the members of the committee shall be required for the
adoption of any resolution.

Section 12.    During the intervals between the meetings of the directors, the
executive committee may exercise all the powers of the directors in the
management and direction of the business of the corporation, in such manner as
such committee shall deem best for the interest of the corporation, and in all
cases in which specific directions shall not have been given by the directors.

Section 13.    The Board of directors may, by resolution passed by a majority of
the whole board, designate one or more other committees, each committee to
consist of two or more of the directors of the corporation, which, to the
extent provided in the resolution, shall have and may exercise the powers of
the board of directors in the management of the business and affairs of the
corporation and may authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
board of directors.


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                           COMPENSATION OF DIRECTORS

Section 14.    Directors shall not receive any stated salary for their services 
as directors, but by resolution of the board, a fixed fee and expenses of
attendance may be allowed for attendance at each meeting. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any capacity as an officer or otherwise and receiving
compensation therefor.


                                   ARTICLE IV
                                    NOTICES

Section 1.     Notices to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing in the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.

Section 2.     Whenever any notice is required to be given under the provisions 
of the statutes or of the certificate of incorporation or of these by-laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.


                                   ARTICLE V
                                    OFFICERS

Section 1.     The officers of the corporation shall be chosen by the board of
directors and shall be a president, a vice-president, a secretary and
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers. Two or more
offices may be held by the same person.

Section 2.     The board of directors at its first meeting after each annual
meeting of stockholders may choose a president, one or more vice-presidents, a
secretary and a treasurer.

Section 3.     The board of directors may appoint such other officers and agents
as it shall deem necessary who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the board.

Section 4.     The salaries of all officers of the corporation, if any, shall be
fixed by the board of directors.

Section 5.     The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.


                                 THE PRESIDENT

Section 6.     The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall have power to call meetings of the directors and
stockholders in accordance with these by-laws, appoint and remove, subject to
the approval of the directors, servants, agents and employees of the
corporation and fix their compensation, make and sign contracts and agreements
in the name and on behalf of the corporation; he shall see that the books,
reports, statements and certificates required by the statute under which the
corporation is organized or any other laws applicable thereto are properly
kept, made and filed according to law; and he shall generally do and perform
all acts incident to the office of president, or which are authorized or
required by law.


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                              THE VICE-PRESIDENTS

Section 7.     The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in
the absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.


                    THE SECRETARY AND ASSISTANT SECRETARIES

Section 8.     The secretary shall attend all meetings of the board of directors
and all meetings of the stockholders and record all the proceedings of the
meetings of the corporation and the board of directors in a book to be kept for
that purpose and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the board of directors, and shall perform
such other duties as may be prescribed by the board of directors or president,
under whose supervision he shall be. He shall have custody of the corporate
seal of the corporation and he, or an assistant secretary, shall have authority
to affix the same to any instrument requiring it and when so affixed, it may be
attested by his signature or by the signature of such assistant secretary. The
board of directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.

Section 9.     The assistant secretary, or if there be more than one, the 
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform such other duties and
exercise the powers of the secretary and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.


                     THE TREASURER AND ASSISTANT TREASURERS

Section 10.    The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
monies and other valuable effects in the name an to the credit of the
corporation in such depositories as may be designated by the board of
directors.

Section 11.    He shall disburse the funds of the corporation as may be ordered 
by the board of directors, taking proper vouchers for such disbursements, and
shall render to the president and the board of directors, at its regular
meting, or when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the corporation.

Section 12.    If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the board of directors
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 13.    The assistant treasurer, or if there shall be more than one, the
assistant treasurers in the order determined by the board of directors, shall,
in the absence or disability of the treasurer, perform the duties and exercise
the powers of the treasurer and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.


                                INDEMNIFICATION

Section 14.    The corporation shall indemnify and reimburse each present and
future director and officer of the corporation for and against all or part of
the liabilities imposed upon or reasonably incurred by him in connection with
any claim, action, suit or proceeding in which he may be involved or with which



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he may be threatened by reason of his being or having been a director or
officer of the corporation or of any other corporation of which he shall at the
request of this corporation then be serving or theretofore have served as a
director or officer, whether or not he continues to be a director or officer,
at the time such liabilities or expenses are imposed upon or incurred by him,
including but without being limited to attorney's fees, court costs, judgments
and reasonable compromise settlements; provided, however, that such
indemnification and reimbursement shall not cover: (a) liabilities or expenses
imposed or incurred in connection with any matter as to which such director or
officer shall be finally adjudged in such action, suit or proceeding to be
liably by reason of his having been derelict in the performance of his duty as
such director or officer, or (b) liabilities or expenses (including amounts
paid in compromise settlements) imposed or incurred in connection with any
matter which shall be settled by compromise (including settlement by consent
decree or judgment) unless the board of directors of the corporation by
resolution adopted by it (i) approves such settlement and (ii) finds that such
settlement is in the best interest of the corporation and that such director or
officer has not been derelict in the performance of his duty as such director
or officer with respect to such matter. These indemnity provisions shall be
separable, and if any portion thereof shall be finally adjudged to be invalid,
or shall for any other reason be inapplicable or ineffective, such invalidity,
inapplicability or ineffectiveness shall not affect any other portion or any
other application of such portion or any other portion which can be given
effect without the invalid, inapplicable or ineffective portion. The rights of
indemnification and reimbursement hereby provided shall not be exclusive of
other rights to which any director or officer may be entitled as a matter of
law or by votes of stockholders or otherwise. As used in this paragraph, the
terms "director" and "officer" shall include their respective heirs, executors
and administrators.


                                   ARTICLE VI
                             CERTIFICATES OF STOCK

Section 1.     Every holder of stock in the corporation shall be entitled to 
have a certificate, signed by, or in the name of the corporation by, the
president or a vice-president or a vice-president and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by him in the corporation.

Section 2.     Where a certificate is signed (1) by a transfer agent or an
assistant transfer agent (other than the corporation or a transfer clerk who is
an employee of the corporation) or (2) by a registrar (other than the
corporation or its employee), all other signatures may be a facsimile. In case
any officer or officers, transfer agent, or registrar, whether because of
death, resignation, or otherwise, before such certificate or certificates have
been delivered by the corporation, such certificate or certificates may
nevertheless be adopted by the corporation and be issued and delivered as
though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures have been used thereon had not ceased
to be such officer, transfer agent or registrar.


                          TRANSFER AGENT AND REGISTRAR

Section 3.     The corporation may have such transfer agents and registrars as 
the board of directors may designate and appoint.


                               LOST CERTIFICATES

Section 4.     The board of directors may direct a new certificate or 
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of the fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the board of dirctors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate
alleged to have been lost or destroyed.


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                               TRANSFERS OF STOCK

Section 5.     Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.


                           CLOSING OF TRANSFER BOOKS

Section 6.     The board of directors may close the stock transfer books of the
corporation for a period not exceeding forty-five days preceding the date of
any meeting of stockholders or the date for payment of any dividend or the date
for the allotment of rights or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period of not
exceeding forty-five days in connection with obtaining the consent of
stockholders for any purpose. In lieu of closing the stock transfer books as
aforesaid, the board of directors may fix in advance a date, not exceeding
forty-five days preceding the date of any meeting of stockholders, or the date
for payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent, as a record date
for the determination of the stockholders entitled to notice of, and to vote
at, any such meeting, and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock, or to give such consent and in such case such stockholders and
only such stockholders as shall be stockholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as
the case may be notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.


                            REGISTERED STOCKHOLDERS

Section 7.     The corporation shall be entitled to recognize the exclusive 
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.


                                  ARTICLES VII
                               GENERAL PROVISIONS

                                   DIVIDENDS

Section 1.     Dividends upon the capital stock of the corporation, subject to 
the provisions of the certificate of incorporation, if any, may be declared by
the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of capital stock,
subject to the provisions of the certificate of incorporation.

Section 2.     Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, for such other
purposes as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.


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                                  RESIGNATIONS

Section 3.     Any director, member of any committee or other officer may resign
at any time. Such resignation shall be made in writing, and shall take effect
at the time specified therein, and if no time be specified therein at the time
of its receipt by the president or secretary, the acceptance of a resignation
shall not be necessary to make it effective.


                                     CHECKS

Section 4.     All checks or demands for money and notes of the corporation 
shall be signed by such officers or such other person or persons as the board
of directors may from time to time designate.


                                  FISCAL YEAR

Section 5.     The fiscal year of the corporation shall be as determined by the 
Board of Directors.


                                  ARTICLE VIII
                                   AMENDMENTS

Section 1.     These by-laws may be altered or repealed at any regular meeting 
of the stockholders or of the board of directors or at any special meeting of
the stockholders or of the board of directors if notice of such alteration or
repeal be contained in the notice of such special meeting.


                            CERTIFICATE OF SECRETARY

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned does hereby certify that the undersigned is the secretary
of AU 'n AG, INC. a corporation duly organized and existing under and by virtue
of the laws of the State of Delaware; that the above and foregoing Bylaws of
said corporation were duly and regularly adopted as such by the Board of
Directors of said corporation by unanimous consent on the 15th day of February
1994; and that the above and foregoing Bylaws are now in full force and effect.

Dated this 15th day of February 1994.



/s/ Ronald N. Vance
--------------------------
Ronald N. Vance, Secretary


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