EXHIBIT 3.2


                          BY-LAWS

                            OF

                 IPALCO ENTERPRISES, INC.










                  -----------------------
                  As Amended and Restated
                      April 29, 1986,
                    And Further Amended
                    November 13, 1989,
                      June 26, 1990,
                      June 29, 1993,
                      April 26, 1994,
                    February 27, 1996,
                    February 25, 1997,
                    April 28, 1998, and
                     January 26, 1999
                    -------------------



                          BY-LAWS
                            OF
                 IPALCO ENTERPRISES, INC.

                  -----------------------
                  As Amended and Restated
                      April 29, 1986,
                    And Further Amended
                    November 13, 1989,
                      June 26, 1990,
                      June 29, 1993,
                      April 26, 1994,
                    February 27, 1996,
                    February 25, 1997,
                    April 28, 1998, and
                     January 26, 1999
                    -------------------

                        ARTICLE I.

                          Offices

     SECTION 1. Principal Office. The principal office of
the Corporation shall be in the City of Indianapolis,
County of Marion, State of Indiana.

     SECTION 2. Other Offices. The Corporation may also
have an office in the City of Chicago, Illinois, and in the
City of New York, New York, and also offices at such other
places as the Board of Directors may from time to time
appoint or the business of the Corporation may require.

                        ARTICLE II.

                   Shareholders Meetings

     SECTION 1. Place of Meeting. Meetings of the
shareholders of the Corporation shall be held at such place
within or without the State of Indiana as may be specified
from time to time in the respective notices, waivers of
notice thereof, or by resolution of the Board of Directors
or the shareholders.

     SECTION 2. Annual Meeting. The annual meeting of
shareholders shall be held on the third Wednesday of April
of each year at the hour of 11:00 o'clock A.M., unless such
day shall be a legal holiday, in which event the meeting
shall be held on the next succeeding business day at the
same hour, or unless the Board of Directors shall by
resolution set another date for such meeting within ninety
days of the third Wednesday of April, in which event the
meeting shall be held on the date and at the time specified
in such resolution.

              (As Amended February 25, 1997)

     SECTION 3. Special Meetings. Special meetings of the
shareholders for any purpose or purposes may be called by
the Chairman of the Board, the President or by a majority
of the Board of Directors. Business transacted at any such
meeting shall be confined to the objects stated in the call
and matters germane thereto.

                (As Amended June 29, 1993)

     SECTION 4. Notice of Meetings; Waiver. Written or
printed notice, stating the place, day and hour of the
annual and/or special meetings of the shareholders, and in
case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered or mailed
by the Secretary, or by the officer or persons entitled to
call the meeting, to each shareholder of record entitled by
the Amended Articles of Incorporation (hereinafter referred
to as the "Amended Articles") and by law to vote at such
meeting, at such address as appears upon the records of the
Corporation, at least ten (10) days before the date of the
meeting.

     Notice of any shareholders meeting may be waived in
writing by any shareholder, if the waiver sets forth in
reasonable detail the purposes for which the meeting is
called and the time and place thereof. Attendance at any
meeting, in person or by proxy, shall constitute a waiver
of notice of such meeting.

                (As Amended June 29, 1993)

     SECTION 5. Quorum. The holders of a majority of the
shares issued and outstanding and then entitled to vote,
present in person or represented by proxy, shall be
requisite and sufficient to constitute a quorum at all
meetings of the shareholders for the transaction of
business, except as otherwise provided by law, by the
Amended Articles, or by these By-Laws. If, however, such
majority shall not be present or represented at any meeting
of the shareholders, the shareholders present in person or
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 attend, when any business may
be transacted which might have been transacted at the
meeting as originally called.

     SECTION 6. Voting. At each meeting of the
shareholders, every shareholder entitled to vote may vote
in person or by proxy appointed by an instrument in writing
subscribed by such shareholder or by his duly authorized
attorney and delivered to the Secretary of the meeting.
Each shareholder shall have one vote for each share of
common stock registered in his name at the time of the
closing of the transfer books or taking the record for said
meeting. The vote for directors, and, upon the demand of
any shareholder, the vote upon any question before the
meeting, shall be by ballot. All elections shall be had by
plurality vote and all other questions shall be decided by
a majority vote, except as otherwise provided by law, by
the Amended Articles or by these By-Laws.

     SECTION 7. New Business. At an annual meeting of
shareholders only such new business shall be conducted, and
only such proposals shall be acted upon, as shall have been
properly brought before the annual meeting. For any new
business proposed by the Board of Directors to be properly
brought before the annual meeting, such new business shall
be approved by the Board of Directors and shall be stated
in writing and filed with the Secretary of the Corporation
at least five (5) business days before the date of the
annual meeting, and all business so approved, stated and
filed shall be considered at the annual meeting. Any
shareholder may make any other proposal at the annual
meeting, but unless properly brought before the annual
meeting, such proposal shall not be acted upon at the
annual meeting. For a proposal 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 75 days nor more than 100 days prior to the annual
meeting; provided, however, that if less than 40 days'
notice or prior public disclosure of the date of the annual
meeting is given or made, notice by the shareholder to be
timely must be so delivered or received not later than the
close of business on the 10th calendar day following the
earlier of (1) the day on which such notice of the date of
the annual meeting was mailed or (2) the day on which such
public disclosure was made. A shareholder's notice to the
Secretary of the Corporation shall set forth as to each
matter the shareholder proposes to bring before the annual
meeting and the reasons for conducting such business at the
annual meeting (a) a brief description of the proposal
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 and any other shareholders known by such
shareholder to be supporting such proposal, (c) the class
and/or series and number of shares that are beneficially
owned by the shareholder on the date of such shareholder
notice and by any other shareholders known by such
shareholder to be supporting such proposal on the date of
such shareholder notice, and (d) any financial interest of
the shareholder and any supporting shareholders in such
proposal.

     The Board of Directors may reject any shareholder
proposal not made in accordance with the terms of this
Section 7. Alternatively, if the Board of Directors fails
to consider the validity of any shareholder proposal, the
presiding officer of the annual meeting shall, if the facts
warrant, determine and declare at the annual meeting that
the shareholder proposal was not made in accordance with
the terms of this Section and, if he should so determine,
he shall so declare at the annual meeting and any such
business or proposal not properly brought before the annual
meeting shall not be acted upon at the annual meeting. This
provision shall not prevent the consideration and approval
or disapproval at the annual meeting of reports of
officers, directors and committees of the Board of
Directors, but, in connection with such reports, no new
business shall be acted upon at such annual meeting unless
stated, filed and received as herein provided.

               (As Amended January 26, 1999)

                       ARTICLE III.

                         Directors

     SECTION 1. Number and Term. The number of directors of
this Corporation shall be fourteen (14). Such directors
shall be elected for such terms as may be specified in the
Amended Articles.

                (As Amended April 28, 1998)

     SECTION 2. Powers and Duties. In addition to the
powers and duties expressly conferred upon it either by
law, by the Amended Articles, or by these By-Laws, the
Board of Directors may exercise all such powers of the
Corporation as are conferred upon the Corporation by law
and by the Amended Articles, and do all such lawful acts
and things as are not inconsistent with the law or the
Amended Articles.

     Subject to the provisions of law and the Amended
Articles, the Board of Directors shall have absolute
discretion in the declaration of dividends and in fixing
the date for the declaration and payment of dividends.

     SECTION 3. Annual and Regular Meetings; Notice. The
annual meeting of the Board of Directors shall be held on
the last Tuesday of the month in which the annual meeting
of shareholders is held, and other regular meetings of the
Board of Directors shall be held on the last Tuesday of
each month. If the day fixed pursuant to this Section for
the annual or any regular meeting shall be a legal holiday,
then such annual or regular meeting shall be held on the
next succeeding business day.

     The annual meeting and all regular meetings of the
Board of Directors shall be held immediately following the
Board of Directors meeting of Indianapolis Power & Light
Company, or if there is no such meeting, at 1:30 P.M., at
the principal office of the Corporation, unless notice of a
different time and/or place is given with respect to any
such meeting at least seven days prior thereto by mail or
three days prior thereto by telegraph. No notice of the
annual or any regular meeting of the Board of Directors
shall be required unless such meeting is to be held at a
time and/or place other than the principal office of the
Corporation.

     SECTION 4. Special Meetings. Special meetings of the
Board of Directors may be called by the Chairman of the
Board, the President, or by two-thirds (2/3) of the
directors on two days' notice by mail or by one day's
notice by telephone or telegraph to each director, which
notice shall state the time, place and purpose of the
holding of such meetings. Any special meeting of the Board
of Directors may be held either within or without the State
of Indiana.

     SECTION 5. Quorum. At all meetings of the Board of
Directors a majority of the directors shall be necessary
and sufficient to constitute a quorum for the transaction
of business, and the affirmative vote of a majority of the
directors present shall be the act of the Board of
Directors, except as otherwise may be provided specifically
by statute, by the Amended Articles or by these By-Laws.
If at any meeting of the  Board of Directors there shall be
less than a quorum present, a majority of those directors
present may adjourn the meeting to another day and
thereupon the Secretary shall mail, telephone, or telegraph
to each director, notice of the time and place of the
holding of such adjourned meeting.  At any such adjourned
meeting at which there is a quorum present, any business
may be transacted which might have been transacted at the
meeting as originally scheduled or called.

     SECTION 6. Resignations. Any director of the
Corporation may resign at any time by giving written notice
to the Board of Directors or to the Chairman of the Board,
the President or the Secretary of the Corporation. Any such
resignation shall take effect at the time specified
therein, or if the time is not specified, upon receipt
thereof. Unless otherwise specified in the notice, the
acceptance of such resignation shall not be necessary to
make it effective.

     SECTION 7. Vacancies. Except as otherwise provided in
the Amended Articles, any vacancy occurring in the Board of
Directors caused by resignation, death or other incapacity,
or increase in the number of directors may be filled by a
majority vote of the remaining members of the Board, until
the next annual or special meeting of the shareholders or,
at the discretion of the Board of Directors, such vacancy
may be filled by vote of the shareholders at a special
meeting called for that purpose. Shareholders shall be
notified of any increase in the number of directors in the
next mailing sent to shareholders following any such
increase.

     SECTION 8. Nominations of Directors. The Executive
Committee of the Board of Directors of the Corporation
shall serve as the nominating committee for the nomination
of directors of the Corporation. In case a person is to be
elected to the Board by the Board of Directors because of a
vacancy existing on the Board, nomination shall be made
only by the Executive Committee pursuant to the affirmative
vote of the majority of its entire membership. The
Executive Committee shall also make nominations for
directors to be elected by the shareholders of the
Corporation at an annual meeting of shareholders as
provided in the remainder of this Section 8.

     Only persons nominated in accordance with the
procedures set forth in this Section 8 shall be eligible
for election as directors at an annual meeting. The
Executive Committee shall select the management nominees
for election as directors. Except in the case of a nominee
substituted as a result of the death, incapacity,
disqualification or other inability to serve of a
management nominee, the Executive Committee shall deliver
written nominations to the Secretary of the Corporation at
least fifty (50) days prior to the date of the annual
meeting. Management nominees substituted as a result of the
death, incapacity, disqualification or other inability to
serve of a management nominee shall be delivered to the
Secretary of the Corporation as promptly as practicable. At
the request of the Executive Committee, any person
nominated by that Committee for election as a director at
an annual meeting shall furnish to the Secretary of the
Corporation that information, described below, required to
be set forth in a shareholder's notice of nomination which
pertains to the nominee. Provided the Executive Committee
selects the management nominees, no nominations for
directors except those made by the Executive Committee
shall be voted upon at the annual meeting unless other
nominations by shareholders are made in accordance with the
provisions of this Section 8. Ballots bearing the names of
all the persons nominated for election as directors at an
annual meeting in accordance with the procedures set forth
in this Section 8 by the Executive Committee and by
shareholders shall be provided for use at the annual
meeting. However, except in the case of a management
nominee substituted as a result of the death, incapacity,
disqualification or other inability to serve of a
management nominee, if the Executive Committee shall fail
or refuse to nominate a slate of directors at least fifty
(50) days prior to the date of the annual meeting,
nominations for directors may be made at the annual meeting
by any shareholder entitled to vote and shall be voted
upon. No person shall be elected as a director of the
Corporation unless nominated in accordance with the terms
set forth in this Section 8.

     Nominations of individuals for election to the Board
of Directors of the Corporation at an annual meeting of
shareholders may be made by any shareholder of the
Corporation entitled to vote for the election of directors
at that meeting who complies with the procedures set forth
in this Section 8. Such nominations, other than those made
by the Executive Committee, shall be made pursuant to
timely notice in writing to the Secretary of the
Corporation as set forth in this Section 8. 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 60 days nor more than 90 days
prior to the date of each annual meeting; provided,
however, that if less than 60 days' notice or prior public
disclosure of the date of the annual meeting is given or
made, notice by the shareholder to be timely must be so
delivered or received not later than the close of business
on the 10th calendar day following the earlier of (1) the
day on which such notice of the date of the annual meeting
was mailed or (2) the day on which such public disclosure
was made. Such shareholder's notice shall set forth (a) as
to each person whom the shareholder proposes to nominate
for election or re-election as a director (i) the name,
age, business address and residence address of such person,
(ii) the principal occupation or employment of such person,
(iii) the class and/or series and number of shares that are
beneficially owned by such person on the date of such
shareholder notice and (iv) any other information relating
to such person that is required to be disclosed in
solicitations of proxies with respect to nominees for
election as directors, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, and (b) as to
the shareholder giving the notice (i) the name and address,
as they appear on the Corporation's books, of such
shareholder and any other shareholders known by such
shareholder to be supporting such nominee(s) and (ii) the
class and/or series and number of shares that are
beneficially owned by such shareholder on the date of such
shareholder notice and by any other shareholders known by
such shareholder to be supporting such nominee(s) on the
date of such shareholder notice.

     The Board of Directors may reject any nomination by a
shareholder not made in accordance with the terms of this
Section 8. Alternatively, if the Board of Directors fails
to consider the validity of any nominations by a
shareholder, the presiding officer of the annual meeting
shall, if the facts warrant, determine and declare at the
annual meeting that a nomination was not made in accordance
with the terms of this Section 8, and, if he should so
determine, he shall so declare at the annual meeting and
the defective nomination shall be disregarded.

                 (As added June 26, 1990)

                        ARTICLE IV.

           Committees Of The Board Of Directors

     SECTION 1. Executive Committee.

     Number and Powers. The Board of Directors shall create
an Executive Committee consisting of the Chairman of the
Board and the President, as ex officio members, and two or
more directors who shall be elected by a majority of the
whole Board of Directors, from time to time, to hold office
until the next annual meeting of the Board of Directors and
until their respective successors are duly elected and
qualified. The Board of Directors shall designate the
Chairman of such Committee.

     The Executive Committee shall have and exercise
(except as otherwise provided by law or by the Board of
Directors and except when the Board of Directors shall be
in session) such powers and rights of the full Board of
Directors in the management of the business and affairs of
the Corporation as may be lawful, and it shall have power
to authorize the seal of the Corporation to be affixed to
all papers which may require it.

     Meetings and Notice. Meetings of the Executive
Committee may be held either at the office of the
Corporation in the City of Indianapolis, Indiana, or at
such other places as the Executive Committee or Chairman
thereof shall from time to time designate. Such meetings
may be called by or at the request of the Chairman or any
member of the Executive Committee by giving at least twenty-
four (24) hours' advance notice to each member of the
Executive Committee. Such notice may be given personally or
by telephone or telegraph.

     Quorum. A majority of the Executive Committee shall
constitute a quorum for the transaction of business, and
the affirmative vote of such majority shall be necessary to
the determination of any question.

     Compensation. The members of the Executive Committee,
other than ex officio members, shall be entitled to receive
such compensation as may be determined from time to time by
the Board of Directors.

     Minutes. Minutes of the meeting of the Executive
Committee shall be kept and read at the next meeting of the
Board of Directors.

     Vacancies. Vacancies occurring in the Executive
Committee shall be filled by the Board of Directors at any
meeting of said Board.

     SECTION 2. Audit Committee. The Board of Directors, by
a majority vote of the whole Board of Directors, may
designate three (3) or more members of such Board who shall
not be officers of the Corporation or its subsidiaries, to
constitute an Audit Committee. Members of such Committee
shall serve for terms of one (1) year and until their
successors are duly elected and qualified. Such Committee
shall have and exercise such authority as shall be
specified in the resolution of the Board of Directors
appointing such Committee. The Chairman of such Audit
Committee shall be designated by the Board of Directors.

     SECTION 3. Compensation Committee. The Board of
Directors, by a vote of a majority of the whole Board of
Directors, may designate three (3) or more members of such
Board, who are not officers of the Corporation or its
subsidiaries, to constitute a Compensation Committee.
Members of such Committee shall serve for terms of one (1)
year and until their successors are duly elected and
qualified. Such Committee shall have and exercise such
authority as shall be specified in the resolution of this
Board of Directors appointing such Committee. A Chairman
and a Vice-Chairman of the Compensation Committee may be
designated by the Board of Directors.

     SECTION 4. Committee on Strategies. The Board of
Directors, by majority vote of the whole Board of
Directors, may designate three (3) or more members of such
Board, who are not officers of the Corporation or its
subsidiaries, to constitute a Committee on Strategies.
Members of such Committee shall serve for terms of one (1)
year and until their successors are duly elected and
qualified. Such Committee shall have and exercise such
authority as shall be specified in the resolution of this
Board of Directors appointing such Committee. A Chairman
and a Vice-Chairman of the Committee on Strategies may be
designated by the Board of Directors.

                 (As Added April 26, 1994)

                        ARTICLE V.

                Officers Of The Corporation

     SECTION 1. Officers. The officers of the Corporation
shall be a Chairman of the Board, a Vice-Chairman of the
Board, a President, one or more Vice Presidents, a
Secretary, a Treasurer, a Controller, and, if the Board of
Directors desires, one or more Assistant Vice Presidents,
Assistant Secretaries, Assistant Treasurers and Assistant
Controllers, who shall be elected by the Board of Directors
at its annual meeting. Any two or more of such offices may
be held by the same person, except that the duties of the
President and the Secretary, shall not be performed by the
same person. In the election of Vice Presidents, the Board
of Directors may give each vice presidency such special
designation as it may deem appropriate. The Chairman of the
Board and the President shall be chosen from among the
directors.

                (As Amended November 13, 1989 to be
                     Effective February 1, 1990)

     The Board of Directors may appoint such other officers
and agents as it shall deem necessary, who shall have such
authority and perform such duties as from time to time
shall be prescribed by the Board of Directors.

     SECTION 2. Salaries. The salaries of all officers of
the Corporation shall be fixed by the Board of Directors.
No officer shall be prevented from receiving such salary by
reason of the fact he is also a director of the
Corporation.

     SECTION 3. Terms; Removal. The officers of the
Corporation shall hold office for one year and until their
successors are duly elected and qualified; provided,
however, that 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 whole Board of Directors.

     SECTION 4. Resignations. Any officer of the
Corporation may resign at any time by giving written notice
to the Board of Directors, to the Chairman of the Board, to
the President, or to the Secretary of the Corporation. Any
such resignation shall take effect at the time specified
therein, or if the time be not specified, upon receipt
thereof. Unless otherwise specified in the notice, the
acceptance of such resignation shall not be necessary to
make it effective.

     SECTION 5. Vacancies. If the office of the Chairman of
the Board, the President, any Vice President, the
Secretary, the Treasurer, the Controller, any Assistant
Vice President, Assistant Secretary, Assistant Treasurer,
or Assistant Controller, or other officer or agent, is
vacant or becomes vacant by reason of death, resignation,
retirement, disqualification, removal from office or the
creation of a new office, the Board of Directors shall
elect a person to such office who shall hold office for the
unexpired term in respect of which such vacancy occurred;
provided that, in its discretion, the Board of Directors,
by vote of a majority of the whole Board, may leave
unfilled for such period as it deems appropriate any
office, except the offices of President, Secretary,
Treasurer and Controller.

     SECTION 6. Duties of Officers May Be Delegated. In
case of the absence of any officer of the Corporation, or
for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may delegate the power
or duties of such officer to any other officer, or to any
director for the time being.

     SECTION 7. Chairman and Vice-Chairman of the Board.
The Chairman of the Board shall be the chief executive
officer of the Corporation. Subject to the control of the
Board of Directors, he shall have general charge of, and
supervision and authority over, the business and affairs of
the Corporation. He shall preside at all meetings of the
shareholders and directors. He shall have such other duties
as may be assigned to him by the Board of Directors.

     The Vice-Chairman of the Board shall assist the
Chairman of the Board in the discharge of the latter's
duties in the manner and to the extent designated by the
Board of Directors or the Chairman of the Board. In the
absence of the Chairman of the Board, the Vice-Chairman of
the Board shall preside at all meetings of shareholders and
directors. He shall perform such other duties as are
incident to his office or as are assigned to him by the
Board of Directors or the Chairman of the Board.

             (As Amended November 13, 1989 to be
               Effective February 1, 1990)

     SECTION 8. President. The President shall be the chief
operating officer of the Corporation. Subject to the
supervision of the Chairman of the Board and the Board of
Directors, itself, he shall have general charge of, and
supervision and authority over, the operations of the
Corporation. He shall perform such other duties as are
incident to his office or as may be assigned to him by the
Board of Directors or the Chairman of the Board.

            (As Amended November 13, 1989 to be
                 Effective February 1, 1990)

     SECTION 9. Vice-Presidents. Subject to the control of
the Board of Directors, the Chairman of the Board and the
President, the Vice Presidents and the Assistant Vice
Presidents shall have such power, and perform such duties,
as the Board of Directors, the Chairman of the Board, or
the President, from time to time shall assign to them, and,
in the case of Assistant Vice Presidents, such powers and
duties as may be assigned to them by the respective Vice
Presidents whom they assist.

     SECTION 10. Secretary and Assistant Secretaries. The
Secretary shall attend all meetings of the shareholders and
Board of Directors, and shall record all votes and other
proceedings in a book to be kept for that purpose. He shall
give, or cause to be given, all required notices of
meetings of the shareholders and Board of Directors. He
shall have custody of the seal of the Corporation and of
its records (other than accounting records) and shall
perform such other duties as usually appertain to the
office of Secretary and as may be prescribed by the Board
of Directors, the Chairman of the Board or the President.

     The Assistant Secretaries shall perform such other
duties as shall be delegated to them by the Board of
Directors, the Chairman of the Board, the President or the
Secretary.

     SECTION 11. Treasurer and Assistant Treasurers. The
Treasurer shall have custody of the corporate funds and
securities, and shall keep full and accurate accounts of
receipts and disbursements in books of the Corporation to
be kept for that purpose. He shall deposit all moneys and
other valuable effects in the name and to the credit of the
Corporation in such depositaries as may be designated by
authority of the Board of Directors, and shall disburse the
funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements.
He shall render to the Board of Directors, whenever it may
so require, an account of all his transactions as Treasurer
and of the financial condition of the Corporation. He shall
have such other powers and duties as may be assigned to him
by the Board of Directors, the Chairman of the Board or the
President.

     The Assistant Treasurers shall perform such duties as
shall be delegated to them by the Board of Directors, the
Chairman of the Board, the President or the Treasurer.

     SECTION 12. Controller and Assistant Controllers. The
Controller shall be the chief accounting officer of the
Corporation. He shall keep or cause to be kept all books of
account and accounting records of the Corporation, and
shall render appropriate financial statements to the Board
of Directors and to the shareholders. He shall perform such
other duties as usually appertain to the office of the
Controller and as may be prescribed by the Board of
Directors, the Chairman of the Board or the President.

     The Assistant Controllers shall perform such other
duties as shall be delegated to them by the Board of
Directors, the Chairman of the Board, the President or the
Controller.

                        ARTICLE VI.

                          Shares

     SECTION 1. Certificates. The certificates for shares
in the Corporation shall be consecutively numbered in the
order of their issue, and each certificate shall state the
name of the registered holder, the number of shares
represented thereby, the par value of each share or a
statement that such shares have no par value, whether such
shares have been fully paid and are non-assessable, the
kind and class of shares represented thereby, and a
statement or summary of the relative rights, interests,
preferences and restrictions of all classes of such shares;
provided, that if the Board of Directors so authorizes,
such statement or summary may be omitted from the
certificate if it shall be set forth upon the face or back
of the certificate that such statement, in full, will be
furnished by the Corporation to any shareholder upon
written request and without charge.

     Certificates for shares shall be in such form,
consistent with the Amended Articles, as the Board of
Directors shall approve. Such certificates shall be signed
by the President, or a Vice President, and the Secretary,
or an Assistant Secretary, and shall be sealed with the
corporate seal, which seal may be an original impression or
a facsimile thereof. The signature of the above named
officers, the registrar, and transfer agent on the
certificates for shares in the Corporation may be an
original signature or a facsimile thereof.

              (As Amended February 27, 1996)

     SECTION 2. Record of Shareholders. The Corporation
shall keep at its principal office a complete and accurate
list of the shareholders of each class of shares issued and
outstanding setting forth the names and addresses of the
shareholders of each class and the number of shares held by
each such shareholder.

     The Corporation shall be entitled to treat the holder
of record of any share or shares as the owner in fact
thereof and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such shares on
the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise
expressly provided by the laws of the State of Indiana.

     SECTION 3. Transfers of Shares. The transfer of shares
may be made on the books of the Corporation only by the
holder thereof or his duly authorized attorney and upon
surrender of the certificate representing the same,
properly endorsed and/or assigned; title to certificates
and to the shares represented thereby can be transferred
only as provided by the laws of the State of Indiana.

     SECTION 4. Transfer Books; Record Date. The books for
the transfer of the shares of the Corporation may be closed
for such period, in anticipation of shareholders' meetings,
the payment of dividends or the allotment of rights, as the
Board of Directors from time to time may determine. In lieu
of providing for the closing of the transfer books, the
Board of Directors may, in its discretion, fix a date as
prescribed by the laws of the State of Indiana, for any
such meeting, payment, or allotment as a record date for
such purpose.

     SECTION 5. Transfer Agents and Registrars. The Board
of Directors may appoint one or more transfer agents and
registrars for its shares or appoint qualified agents to
perform both the functions of transfer agent and registrar.
The Board of Directors may require all certificates for
shares to bear the manual signature of either a transfer
agent or of a registrar, or both.

     SECTION 6. Lost or Destroyed Certificates. Any person
claiming a certificate for shares to be lost or destroyed
shall make an affidavit or affirmation of that fact and
shall give the Corporation and/or the transfer agents
and/or the registrars, if they shall so require, a bond of
indemnity, in form and with one or more sureties
satisfactory to the officers of the Corporation, and/or the
transfer agents, and/or the registrars, whereupon a new
certificate may be issued of the same tenor and for the
same number of shares as the one alleged to be lost or
destroyed; or in lieu of the foregoing procedure, such
person may proceed in accordance with the laws of the State
of Indiana.

                       ARTICLE VII.

              Checks, Notes, Contracts, Etc.

     SECTION 1. Checks; Notes. All checks, notes, drafts,
acceptances, or other demands or orders for the payment of
money of the Corporation shall be signed by such officer or
officers, or person or persons, as the Board of Directors
may from time to time designate. When so authorized by the
Board of Directors, the signatures of such officers on any
bonds, notes, debentures, or other evidences of
indebtedness may be facsimiles and such facsimiles on such
instruments shall be deemed the equivalent of and
constitute the written signatures of such officers for all
purposes including, but not limited to, the full
satisfaction of any signature requirements of the laws of
the State of Indiana on the negotiable bonds, notes,
debentures, and other evidence of indebtedness of the
Corporation.

     SECTION 2. Contracts Requiring Seal. All contracts,
deeds, mortgages, leases or instruments that require the
seal of the Corporation shall be signed by the President,
or a Vice President, and by the Secretary, or an Assistant
Secretary, or by such officer or officers, or person or
persons, as the Board of Directors may by resolution
prescribe, except as provided in Section 1 of this Article
VII. Such seal may be an original impression or an engraved
or imprinted facsimile thereof.

                       ARTICLE VIII.

                           Seal

     The corporate seal shall have inscribed thereon the
name of the Corporation and the word "SEAL".

                        ARTICLE IX.

                        Fiscal Year

     The fiscal year shall be the calendar year.

                        ARTICLE X.

                 Miscellaneous Provisions

     SECTION 1. Inspection of Books. The Board of Directors
shall determine from time to time whether, and, if allowed,
when and under what conditions and regulations, the
accounts and books of the Corporation (except such as by
statute may be specifically open to inspection), or any of
them, shall be open to the inspection of the shareholders,
and the shareholders' rights in this respect are and shall
be restricted and limited accordingly.

     SECTION 2. Notices. Whenever under the provisions of
these By-Laws notice is required to be given to any
director, officer, or shareholder, it may be given by
depositing the same with the United States Postal Service,
in a postpaid sealed wrapper, addressed to such director,
officer, or shareholder at such address as appears on the
books of the Corporation, or in default of other address,
to such director, officer or shareholder at the General
Post Office in the City of Indianapolis, Indiana, and such
notice shall be deemed to be given at the time of such
mailing.

     SECTION 3. Waiver. Any director, officer or
shareholder may waive any notice required to be given under
these By-Laws either before, at, or after any meeting, and
such waiver shall be equally as effective as the due
service of notice.

                        ARTICLE XI.

                   Amendments and Repeal

     SECTION 1. Amendments. These By-Laws may be altered,
amended or repealed, and new By-Laws may be made at any
annual, regular, or special meeting of the Board of
Directors by the affirmative vote of a majority of the
whole Board of Directors at the time of such action.

     SECTION 2. Repeal. All By-Laws of the Corporation, and
amendments thereto, heretofore made and adopted by the
shareholders and/or the Board of Directors of the
Corporation are hereby expressly repealed.