BY-LAWS

                               of

                          CILCORP Inc.

            (As Amended Effective January 26, 1999)


                           ARTICLE I

                            OFFICES

        The corporation shall continuously maintain in the State
of Illinois a registered office and a registered agent whose
business office is identical with such registered office, and may
have other offices within or without the State.


                           ARTICLE II

                          SHAREHOLDERS

        SECTION l.  ANNUAL MEETING.  An annual meeting of the
shareholders for the purpose of electing directors and for the
transaction of such other business as may come before the meeting
shall be held as determined by the Board of Directors in
accordance with the applicable provisions of the Illinois
Business Corporation Act.

        SECTION 2.  SPECIAL MEETINGS.  Special meetings of the
shareholders may be called by the Chief Executive Officer, by the
Board of Directors, or by the holders of not less than one-fifth
of all the outstanding shares entitled to vote on the matter for
which the meeting is called, for the purpose or purposes stated
in the call of the meeting.

        SECTION 3.  PLACE OF MEETING.  The Board of Directors
may designate any place as the place of meeting for any annual
meeting or for any special meeting called by the Board of
Directors.  If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be at the principal
office of the corporation in the City of Peoria, Illinois.

        SECTION 4.  NOTICE OF MEETINGS.  Written notice stating
the place, date 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,
consolidation, share exchange, dissolution or sale, lease or
exchange of assets, 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 or her address as it
appears on the records of the corporation, with postage thereon
prepaid.  When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the
adjournment is taken.

SECTION 5.  FIXING OF RECORD DATE.  For the purpose of
determining the shareholders entitled to notice of or to vote at
any meeting of shareholders, or to receive payment of any
dividend, or for the purpose of determining shareholders for any
other proper purpose, the Board of Directors may fix in advance a
record date which shall not be more than sixty days and, for a
meeting of shareholders, not less than ten days, or in the case
of a merger, consolidation, share exchange, dissolution or sale,
lease or exchange of assets, not less than twenty days, before
the date of such meeting.  If no record date is fixed, the record
date for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders shall be the date on
which notice of the meeting is mailed, and the record date for
the determination of shareholders for any other purpose shall be
the date on which the Board of Directors adopts the resolution
relating thereto.  A determination of shareholders of record
entitled to notice of or to vote at a meeting of shareholders
shall apply to any adjournment of the meeting.

        SECTION 6.  VOTING LISTS.  The officer or agent having
charge of the transfer books for shares of the corporation shall
make, within twenty days after the record date for a meeting of
shareholders or ten days before such meeting, whichever is
earlier, 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, and to copying at the
shareholder's expense, for any purpose germane to the meeting, 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
may be inspected by 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 7.  QUORUM.  A majority of the outstanding
shares of the corporation entitled to vote on a matter,
represented in person or by proxy, shall constitute a quorum for
consideration of such matter at a meeting of shareholders;
provided, that if less than a majority of the outstanding shares
entitled to vote on a matter are represented at said meeting, a
majority of the shares so represented may adjourn the meeting as
to that matter at any time without further notice.  If a quorum
is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on a matter 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 of 1983, or the Articles of Incorporation.  At
any adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at
the original meeting.  Withdrawal of shareholders from any
meeting shall not cause failure of a duly constituted quorum at
that meeting.

        SECTION 8.  PROXIES.  Each shareholder entitled to vote
at a meeting of shareholders or to express consent or assent to
corporate action in writing without a meeting may authorize
another person or persons to act for him by proxy, but no such
proxy shall be valid after eleven months from the date thereof,
unless otherwise provided in the proxy.

        SECTION 9.  VOTING OF SHARES.  Each outstanding share
shall be entitled to one vote upon each matter submitted to a
vote at a meeting of shareholders.

        SECTION 10.  VOTING OF SHARES BY CERTAIN HOLDERS. Shares
registered in the name of another corporation, domestic or
foreign, may be voted by any officer, agent, proxy or other legal
representative authorized to vote such shares under the law of
incorporation of such corporation.
       Shares registered in the name of a deceased
person, a minor ward or person under legal disability, may be
voted by his or her administrator, executor or court appointed
guardian, either in person or by proxy, without a transfer of
such shares into the name of such administrator, executor or
court appointed guardian.  Shares standing in the name of a
trustee may be voted by him or her, either in person or by proxy.

        Shares registered 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 or her name if authority so to do is 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 the corporation held by it in a fiduciary
capacity may be voted and shall be counted in determining the
total number of outstanding shares entitled to vote at any given
time.

        SECTION 11.  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 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 her 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 12.  VOTING BY BALLOT.  Voting on any question
or in any election may be by voice unless the chairman of the
meeting shall order or any shareholder entitled to vote shall
demand that voting be by ballot.
        
        
                           ARTICLE III
                                
                            DIRECTORS

        SECTION l.  GENERAL POWERS.  The business and affairs of
the corporation shall be managed by or under the direction of its
Board of Directors.

        SECTION 2.  NUMBER, TENURE AND QUALIFICATIONS. The
number of directors of the corporation shall be ten.

          Directors need not be residents of Illinois or
shareholders of the Corporation.  Unless sooner terminated by any
other provision hereof, the term of any Director shall
automatically expire at the first annual meeting of the
shareholders following his or her attainment of the age of 67.
Provided, however, that the term of any Director serving in such
capacity and over the age of 60 on August 20, 1993 shall
automatically expire at the first annual meeting of the
shareholders following his or her attainment of the age of
70.  Notwithstanding any other provision hereof, the term of any
Director who is an officer or other full-time employee of the
Corporation shall automatically expire immediately upon his or
her retirement or other termination of employment by the Company.
If a vacancy occurs in the Board of Directors prior to the end of
what would have been a three-year term but for the provisions of
this paragraph, the vacancy shall be filled for the balance of
said three year term in accordance with the provisions of Section
9 of this article."


        SECTION 3.  REGULAR MEETINGS.  A regular meeting of the
Board of Directors shall be held without other notice than this
By-law, immediately after the annual meeting of shareholders. The
Board of Directors may provide, by resolution, the time and place
for the holding of additional regular meetings without other
notice than such resolution.

        SECTION 4.  SPECIAL MEETINGS.  Special meetings of the
Board of Directors may be called by or at the request of the
Chief Executive Officer or any two directors.  The person or
persons authorized to call special meetings of the Board of
Directors may fix any place 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 by written notice to each director at his business
address. If mailed, such notice shall be given at least seven
days prior to the meeting, and 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, or
overnight delivery service, such notice shall be given at least
three days prior to the meeting and shall be deemed to be
delivered when, in the case of a telegram, it is delivered to the
telegraph company, or in the case of overnight delivery service,
it is delivered to the carrier.  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 objecting 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
the 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 at any time without
further notice.  The presence of a director who is directly or
indirectly a party to a transaction to be acted upon by the Board
of Directors, or who is otherwise not disinterested, may be
counted in determining whether a quorum is present, but the vote
of such director may not be counted when the Board of Directors
or a committee of the Board takes action on the transaction.

        SECTION 7.  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, unless the
act of a greater number is required by these By-laws or the
Articles of Incorporation.  Members of the Board of Directors or
of any committee of the Board may participate in and act at a
meeting through the use of a conference telephone or other
communication equipment by means of which all persons
participating in the meeting can hear each other.  Participation
in such meeting shall constitute attendance and presence in
person at the meeting of the person or persons so participating.

        SECTION 8.  RESIGNATIONS.  A director may resign at any
time by giving written notice to the Board of Directors, its
chairman, or to the President or Secretary of the corporation.  A
resignation is effective when the notice is given unless the
notice specifies a future date.

       SECTION 9.  VACANCIES.  Any vacancy occurring in
the Board of Directors, including any vacancy occurring by reason
of an increase in the number of directors, shall be filled by
election at an annual meeting or at a special meeting of
shareholders called for that purpose, provided that the Board of
Directors may fill by appointment any such vacancy occurring
between meetings of the shareholders.  A director appointed by
the Board of Directors pursuant to this Section to fill a vacancy
shall serve until the next meeting of shareholders at which
directors are to be elected.  A director elected by the
shareholders to fill a vacancy shall hold office for the balance
of the term for which he or she was elected.

        SECTION 10.  ACTION WITHOUT A MEETING.  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 a committee thereof, may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall
be signed by all 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.  The consent shall be evidenced by
one or more written approvals, each of which sets forth the
action taken and bears the signature of one or more directors.
All such approvals shall be delivered to the Secretary to be
filed in the corporate records. The action taken shall be
effective when all the directors have approved the consent unless
the consent specifies a different effective date. Any such
consent signed by all the directors or all the members of a
committee shall have the same effect as a unanimous vote, and may
be stated as such in any document filed with the Secretary of
State of Illinois or with anyone else.

        SECTION 11.  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. The directors shall be paid their expenses, if any,
of attendance at each meeting of the Board. No such payment
previously mentioned in this Section shall preclude any director
from serving the corporation in any other capacity and receiving
compensation therefor.

        SECTION 12.  REMOVAL OF DIRECTORS.  If the notice of a
meeting of shareholders shall state that a purpose of the meeting
is to vote upon the removal of one or more directors named in the
notice, then one or more of such directors may be removed at such
meeting by the affirmative vote of the holders of a majority of
the outstanding shares then entitled to vote at an election of
directors. Only the named director or directors may be removed at
such meeting and directors may only be removed for cause.

        SECTION 13.  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 or her dissent is entered in the minutes of the meeting or
unless he or she (a) files his or her written dissent to such
action with the person acting as the Secretary of the meeting
before the adjournment thereof, or (b) forwards such dissent by
registered or certified mail to the Secretary of the corporation
immediately after the adjournment of the meeting. Such right to
dissent does not apply to a director who voted in favor of such
action.

        SECTION 14.  COMMITTEES.  A majority of the directors
may create one or more committees and appoint members of the
Board to serve on the committee or committees. Each committee
shall have two or more members, who serve at the pleasure of the
Board. Each committee, to the extent specified by the Board of
Directors, may exercise the authority of the Board of Directors
in the management of the corporation, except as otherwise
provided by law. Vacancies in the membership of the committee
shall be filled by the Board of Directors at a regular or special
meeting of the Board of Directors. Each committee shall render a
report of its
proceedings to the Board when required. Unless the
resolution of appointment by the Board of Directors requires a
greater number, a majority of any committee shall constitute a
quorum, and a majority of a quorum shall be necessary for
committee action. A committee may act by unanimous consent in
writing without a meeting and, subject to the provisions of these
By-laws or action of the Board of Directors, the committee by
majority vote of its members shall determine the time and place
of meetings and the notice required therefor.

        SECTION 15. NOMINATIONS OF DIRECTORS. Only persons who
are nominated in accordance with the following procedures shall
be eligible for election as directors. Nominations of persons for
election to the Board of Directors of the corporation may be made
at a meeting of shareholders (a) by or at the direction of the
Board of Directors by any nominating committee or person
appointed by the Board or, (b) by any shareholder of the
corporation entitled to vote for the election of directors at the
meeting who complies with the notice procedures set forth in this
Section 15. Such nominations, other than those made by or at the
direction of the Board, shall be made pursuant to timely notice
in writing to the Secretary. To be timely, a shareholder's notice
shall be delivered to, or mailed and received at, the principal
executive offices of the corporation not less than sixty (60)
days prior to the first anniversary of the date of the last
annual meeting of shareholders. Such shareholder's notice to the
Secretary shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or re-election as a
director, (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or
employment of the person, (iii) the class and number of shares of
the corporation which are beneficially owned by the person, and
(iv) such other information relating to the person that would be
required to be included in a proxy statement filed pursuant to
the proxy rules of the Securities and Exchange Commission as then
in effect; and (b)  as to the shareholder giving the notice
(i) the name and record address of the shareholder, and (ii) the
class and number of shares of the corporation which are
beneficially owned by the shareholder.

        If the Chairman of the meeting of shareholders shall
determine that a nomination was not made in accordance with the
foregoing procedure, he or she shall so declare to the meeting
and the defective nomination shall be disregarded.


                           ARTICLE IV

                            OFFICERS

        SECTION l.  NUMBER.  The officers of the corporation
shall be a Chairman of the Board (if one is elected by the Board
of Directors), a President, one or more Vice Presidents (the
number thereof to be determined by the Board of Directors), a
Treasurer, and a Secretary to be elected by the Board of
Directors, and such Assistant Treasurers, Assistant Secretaries,
Controller or other officers as may be elected by the Board of
Directors or appointed by the Board of Directors or the Chief
Executive Officer of the corporation. The Chief Executive Officer
of the corporation shall be the Chairman of the Board or the
President as designated by the Board of Directors. In the event
that a Chairman of the Board is not elected, the President shall
be the Chief Executive Officer. Any two or more offices may be
held by the same person.

       SECTION 2.  ELECTION AND TERM OF OFFICE.  The
elected 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 shall be convenient.
Vacancies may be filled or new offices created and filled at any
meeting of the Board of Directors. Each officer shall hold office
until his or her successor shall have been duly elected and shall
have qualified or until his or her death or until he or she shall
resign or shall have been removed in the manner hereinafter
provided. Election or appointment of an officer shall not of
itself create contract rights.

        SECTION 3.  REMOVAL.  Any elected officer 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. Any appointed officer may be
similarly removed by either the Board of Directors or the Chief
Executive Officer of the corporation.

        SECTION 4.  CHAIRMAN OF THE BOARD.  The Chairman of the
Board of Directors shall have such duties and functions as shall
be assigned or delegated to him or her from time to time by the
Board of Directors. The chairman shall report to the Board of
Directors, and shall preside at the meetings of the shareholders
and of the Board of Directors.

        SECTION 5.  PRESIDENT.  Subject to the direction and
control of the Board of Directors, the President shall be in
charge of the business of the corporation; he or she shall see
that the resolutions and directions of the Board of Directors are
carried into effect except in those instances in which that
responsibility is specifically assigned to some other person by
the Board of Directors; and, in general, he or she shall
discharge 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. In the absence of the Chairman of the Board, the
President shall preside at all meetings of the shareholders and
of the Board of Directors. Except in those instances in which the
authority to execute is expressly delegated to another officer or
agent of the corporation or a different mode of execution is
expressly prescribed by the Board of Directors or these By-laws,
the President may execute for the corporation certificates for
its shares, and any contracts, deeds, mortgages, bonds, or other
instruments which the Board of Directors has authorized to be
executed, and may accomplish such execution either under or
without the seal of the corporation and either individually or
with the Secretary, any Assistant Secretary, or any other officer
thereunto authorized by the Board of Directors, according to the
requirements of the form of the instrument. The President may
vote all securities which the corporation is entitled to vote
except to the extent such authority shall be vested in a
different officer or agent of the corporation by the Board of
Directors.

        SECTION 6.  THE VICE PRESIDENTS.  Each Vice President
shall assist the President in the discharge of his or her duties,
as the President may direct, and shall perform such other duties
as from time to time may be assigned to him or her by the
President or by the Board of Directors. In the absence of the
President or in the event of his or her inability or refusal to
act, the Vice President (or in the event there be more than one
Vice President, the Vice Presidents in the order designated by
the Board of Directors, or by the President if the Board of
Directors has not made such a designation, or in the absence of
any designation, then in the order of seniority of tenure as 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.  Except in those instances in
which the authority to execute is expressly delegated to another
officer or agent of the corporation or a different mode of
execution is expressly prescribed by the Board of Directors or
these By-laws, the Vice President (or each of them if there are
more than one) may execute for the corporation certificates for
its shares and any contracts, deeds, mortgages, bonds or other
instruments which the Board of Directors has authorized
to be executed, and he or she may accomplish such execution
either under or without the seal of the corporation and either
individually or with the Secretary, any Assistant Secretary, or
any other officer thereunto authorized by the Board of Directors,
according to the requirements of the form of the instrument.

        SECTION 7.  THE TREASURER.  Subject to the supervision
of the Board of Directors and Chief Executive Officer, the
Treasurer shall have the custody of all funds and securities of
the corporation and charge of the collection of amounts due the
corporation.  He or she shall disburse the funds of the
corporation only upon receipt of properly authorized vouchers and
shall keep a record of all receipts and disbursements of funds by
him or her.  He or she shall have authority to give receipts for
moneys paid to the corporation and to endorse checks, drafts and
warrants in the name of the corporation.

        SECTION 8.  THE SECRETARY.  The Secretary shall: (a)
record the minutes of the shareholders' and 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; (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, or any other officer thereunto authorized by the Board
of Directors, certificates for shares of the corporation, the
issue of which shall have been authorized by the Board of
Directors, and any contracts, deeds, mortgages, bonds, or other
instruments which the Board of Directors has authorized to be
executed, according to the requirements of the form of the
instrument, except when a different mode of execution is
expressly prescribed by the Board of Directors or these By-laws;
(f) have general charge of the stock transfer books of the
corporation; and (g) perform all duties incident to the office of
Secretary and such other duties as from time to time may be
assigned to him or her by the President or by the Board of
Directors.  The Secretary shall have the authority to certify the
By-laws, resolutions of the shareholders and Board of Directors
and committees thereof, and other documents of the corporation as
true and correct copies thereof.

        SECTION 9.  ASSISTANT TREASURERS, ASSISTANT SECRETARIES,
CONTROLLER, AND OTHER OFFICERS.  The Assistant Treasurers and
Assistant Secretaries 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.  The Assistant
Secretaries may sign with the President, or a Vice President, or
any other officer thereunto authorized by the Board of Directors,
certificates for shares of the corporation, the issue of which
shall have been authorized by the Board of Directors, and any
contracts, deeds, mortgages, bonds, or other instruments which
the Board of Directors has authorized to be executed, according
to the requirements of the form of the instrument, except when a
different mode of execution is expressly prescribed by the Board
of Directors or these By-laws.  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
Controller, if one be elected or appointed, shall be the
principal accounting officer of the corporation and as such shall
have and perform all duties normally incident to the office of
principal accounting officer. The Assistant Treasurers, the
Assistant Secretaries, the Controller and any other officers
shall have and perform such other duties as may be assigned from
time to time by the Board of Directors or the Chief Executive
Officer of the corporation.

        SECTION 10.  SALARIES.  The salaries of the officers
shall be fixed from time to time by the Board of Directors or, if
authorized by the Board, by the Chief Executive Officer of the
corporation.  No officer shall be prevented from receiving any
salary by reason of the fact that he or she is also a director of
the corporation.

                           ARTICLE V

             CONTRACTS, LOANS, CHECKS AND DEPOSITS

        SECTION l.  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.

        SECTION 4.  DEPOSITS.  All funds of the corporation not
otherwise employed shall be deposited from time to time to the
credit of the corporation in such banks, trust companies or other
depositaries as the Board of Directors may select.


                           ARTICLE VI

           CERTIFICATES FOR SHARES AND THEIR TRANSFER

        SECTION l.  CERTIFICATES FOR SHARES.  Certificates
representing shares of the corporation shall be signed by the
President or a Vice President or by such officer as shall be
designated by resolution of the Board of Directors and by the
Secretary or an Assistant Secretary, and shall be sealed with the
seal or a facsimile of the seal of the corporation.  If both of
the signatures of the officers be by facsimile, the certificate
shall be manually signed by or on behalf of a duly authorized
transfer agent or clerk.  Each certificate representing shares
shall be consecutively numbered or otherwise identified, and
shall also state the name of the person to whom issued, the
number and class of shares (with designation of series, if any),
the date of issue, and that the corporation is organized under
Illinois law.  If the corporation is authorized and does issue
shares of more than one class or of a series within a class, the
certificate shall also contain such information or statement with
respect thereto as may be required by law.

        The name and address of each shareholder, the number and
class of shares held and the date on which the certificates for
the shares were issued shall be entered on the books of the
corporation.  The person in whose name shares stand on the books
of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation.

        SECTION 2.  LOST CERTIFICATES.  If a certificate
representing shares allegedly has been lost or destroyed, the
Board of Directors may in its discretion, except as may be
required by law, direct that a new certificate be issued upon
such indemnification and other reasonable requirements as it may
impose.
       SECTION 3.  TRANSFERS OF SHARES.  Transfers of
shares of the corporation shall be recorded on the books of the
corporation and, except in the case of a lost or destroyed
certificate, shall be made only upon surrender for cancellation
of the certificate for such shares.  A certificate presented for
transfer must be duly endorsed and accompanied by proper guaranty
of signature and other appropriate assurances that the
endorsement is effective.


                          ARTICLE VII

                        INDEMNIFICATION

        SECTION l.  The corporation shall 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 (other
than an action by or in the right of the corporation) by reason
of the fact that he or she 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, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise, against 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, if such person acted in good faith
and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests
of the corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

        SECTION 2.  The corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by such person
in connection with the defense or settlement of such action or
suit, if such person acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best
interests of the corporation, provided that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to
the corporation, unless, and only to the extent that the court in
which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but in
view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court
shall deem proper.

        SECTION 3.  To the extent that a director, officer,
employee or agent of the corporation has been successful, on the
merits or otherwise, in the defense of any action, suit or
proceeding referred to in Sections l and 2 of this Article, or in
defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection
therewith.

       SECTION 4.  Any indemnification under Sections l
and 2 of this Article (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case, upon
a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he or
she has met the applicable standard of conduct set forth in
Section l or 2 of this Article.  Such determination shall be made
(a) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit
or proceeding, or (b) if such a quorum is not obtainable, or even
if obtainable, if a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion, or (c) by the
shareholders.

        SECTION 5.  Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action,
suit or proceeding, as authorized by the Board of Directors in
the specific case, upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he or she is
entitled to be indemnified by the corporation as authorized in
this Article.

        SECTION 6.  The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law,
agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding such office, 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 a person.

        SECTION 7.  The corporation shall have power to purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability
asserted against such person and incurred by such person in any
such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify
such person against such liability under the provisions of this
Article.

        SECTION 8.  If the corporation has paid indemnity or has
advanced expenses to a director, officer, employee or agent, the
corporation shall report the indemnification or advance in
writing to the shareholders with or before the notice of the next
shareholders' meeting.

        SECTION 9.  For purposes of this Article, references to
"the corporation" shall include, in addition to the surviving
corporation, any merging corporation (including any corporation
having merged with a merging corporation) absorbed in a merger
which, if its separate existence had continued, would have had
the power and authority to indemnify its directors, officers and
employees or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was
serving at the request of such merging corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article with respect to the
surviving corporation as such person would have with respect to
such merging corporation if its separate existence had continued.

        SECTION 10.  For purposes of this Article, references to
"other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on
a person with respect to an employee benefit plan; and references
to "serving 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 or she reasonably believed to
be in the best interest of the participants and beneficiaries of
an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as
referred to in this Article.


                          ARTICLE VIII

                          FISCAL YEAR

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


                           ARTICLE IX

                         DISTRIBUTIONS

        The Board of Directors from time to time may authorize,
and the corporation may make, distributions to its shareholders
in the manner and upon the terms and conditions provided by law
and its Articles of Incorporation.

                           ARTICLE X

                              SEAL

        The corporation shall have a corporate seal with the
name of the corporation and the word "Illinois" inscribed about a
circle and the phrase "Incorporated 1985" within such circle.
Such seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                           ARTICLE XI

                        WAIVER OF NOTICE

        Whenever any notice is required to be given under the
provisions of these By-laws, the Articles of Incorporation or the
Business Corporation Act of 1983, 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.  Attendance at any
meeting shall constitute waiver of notice thereof unless the
person at the meeting objects to the holding of the meeting
because proper notice was not given.

                          ARTICLE XII

                           AMENDMENTS

        In furtherance of, and not in limitation of, the powers
conferred by statute, the Board of Directors of the Corporation
is expressly authorized and empowered to adopt, amend or repeal
the By-laws (or any portion thereof) of the Corporation. The
shareholders of the Corporation are authorized and empowered to
adopt, amend or repeal the By-laws only by an affirmative vote of
75% of the shares outstanding and entitled to vote thereon. The
By-laws may contain any provisions for the regulation and
management of the affairs of the Corporation not inconsistent
with law or the Articles of Incorporation.