RESTATED AS OF
                                                               June 9, 1997

                                    RESTATED

                                     BY-LAWS

                                       OF

                        TELEPHONE AND DATA SYSTEMS, INC.


                                    ARTICLE I
                                    ---------

                                     OFFICES
                                     -------

                  The registered office of the corporation  required by the Iowa
Business  Corporation  Act  to be  continuously  maintained  in  Iowa  shall  be
initially as provided in the Articles of  Incorporation,  subject to change from
time to time by resolutions by the board of directors and filing of statement of
said change as required by the Iowa Business Corporation Act.

                                   ARTICLE II
                                   ----------

                                  SHAREHOLDERS
                                  ------------

                  Section 1.  Annual Meeting.   The  annual  meeting  of  the
shareholders  shall be held on the first  Wednesday in May in each year,  at the
hour of 10:00 a.m.  (or on such  other  date and time as the board of  directors
establishes by  resolution),  for the purpose of electing  directors and for the
transaction  of such other  business as may come before the meeting.  If the day
fixed for the annual  meeting  shall be a legal  holiday,  such meeting shall be
held on such other day as shall be designated by the board of directors.  In the
event of any  adjournment of the annual  meeting,  the board of directors  shall
cause  the  election  to be  held  at a  meeting  of the  shareholders  as  soon
thereafter as conveniently may be.

                  Section 2.  Special Meetings.  Special meetings of the 
shareholders may be called by the principal executive officer, by the board of 
directors or as otherwise provided by the Iowa Business Corporation Act.

                  Section 3.  Place of  Meetings.  The board of  directors  may
designate any place, either within or without the State of Iowa, as the place of
meeting for any annual meeting or for any special meeting called by the board of
directors.  A waiver of notice  signed by all  shareholders  may  designate  any
place,  either within or without the State of Iowa, as the place for the holding
of such meeting. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office of the corporation.

                  Section 4.  Notice of Meetings.  Written or printed notice 
stating the place, day and hour of the meeting and, in the case of a special 
meeting, the purpose or purposes for which the

                                                       

<PAGE>



meeting is called, shall be delivered not less than ten nor more than sixty days
before  the date of the  meeting,  either  personally  or by mail,  by or at the
direction of the principal executive officer,  the secretary,  or the officer or
persons calling the meeting,  to each  shareholder of record entitled to vote at
such  meeting.  If mailed,  such  notice  shall be deemed to be  delivered  when
deposited in the United States mail, addressed to the shareholder at his address
as it appears  on the stock  transfer  books of the  corporation,  with  postage
thereon prepaid.

                  Section 5.  Fixing Record Date. For the purpose of determining
shareholders  entitled to notice of or to vote at any meeting of shareholders or
any adjournment  thereof, or entitled to receive payment of any dividend,  or in
order to make a determination of shareholders for any other proper purposes, the
board of  directors  may fix in advance a date as the  record  date for any such
determination of shareholders, such date in any case to be not more than seventy
days and,  in the case of a  meeting  of  shareholders,  not less than ten days,
prior to the date on which the particular  action,  requiring such determination
of  shareholders,  is  to  be  taken.  If  no  record  date  is  fixed  for  the
determination  of shareholders  entitled to notice of or to vote at a meeting of
shareholders,  or shareholders  entitled to receive  payment of a dividend,  the
close of  business  on the day  before  the  first  date on which  notice of the
meeting  is  delivered  or the  date on which  the  resolution  of the  board of
directors  declaring such dividend is adopted,  as the case may be, shall be the
record date for such  determination  of  shareholders.  When a determination  of
shareholders  entitled to vote at any meeting of  shareholders  has been made as
provided in this  section,  such  determination  shall apply to any  adjournment
thereof,  unless the board of directors fixes a new record date, which the board
of  directors  shall do if the meeting is adjourned to a date more than 120 days
after the date for the original meeting.

                  Section 6.  Voting List. The officer or agent having charge of
the stock transfer books for shares of the corporation  shall,  after the record
date for a shareholder  meeting has been fixed,  prepare an alphabetical list of
the names of all of the  shareholders  of the  corporation  who are  entitled to
notice of such  meeting.  This voting list must be arranged by voting  group and
within each voting  group by class or series of shares and must also include the
address of and the number of shares  held by each  shareholder.  Once  prepared,
such voting list shall be available for  inspection  during usual business hours
by any  shareholder,  beginning  two business  days after notice is given of the
meeting for which the list was prepared  and  continuing  through such  meeting.
Such voting list shall be made available for inspection at the principal  office
of the  corporation  or at a place  identified in the meeting notice in the city
where the meeting  will be held.  A  shareholder,  or a  shareholder's  agent or
attorney,  is  entitled  on  written  demand  to  inspect  and,  subject  to the
requirements of Section  490.1602 of the Iowa Business  Corporation Act, to copy
the voting list,  during  regular  business  hours and at the person's  expense,
during the period the voting list is available for  inspection.  Such list shall
also be produced and kept open at the time and place of the meeting and shall be
subject  to the  inspection  of any  shareholder  during  the whole  time of the
meeting.  The original  stock transfer books shall be prima facie evidence as to
who are the  shareholders  entitled to examine such list or transfer books or to
vote at any meeting of shareholders.

                  Section 7.  Quorum of Shareholders; Required Vote.  Unless the
Articles of Incorporation or the Iowa Business Corporation Act require 
otherwise, a majority of the votes entitled to be cast on any matter by a voting
group constitutes a quorum of that voting group for

                                       -2-

<PAGE>



action on that matter. If a quorum exists, action on a matter by a voting group,
other than the election of  directors,  is approved if the votes cast within the
voting  group  favoring  the action  exceed the votes cast  opposing the action,
unless the  Articles  of  Incorporation  or the Iowa  Business  Corporation  Act
require a greater number of affirmative votes.  Unless otherwise provided in the
Articles of Incorporation, directors shall be elected by a majority of the votes
cast by the  shares  entitled  to vote in the  election  at a meeting at which a
quorum is present

                  Section 8.  Proxies.  At all meetings of the  shareholders,  a
shareholder  may vote  either in person or by proxy  executed  in writing by the
shareholder  or by his duly  authorized  attorney-in-fact.  A proxy is effective
when received by the secretary or other officer or agent  authorized to tabulate
votes.  A proxy shall not be  effective  for any action taken at a meeting if it
has been  received  after the polls for voting on such  action  have been closed
with  respect to such action.  No proxy shall be valid after eleven  months from
the date of its execution,  unless a longer period is expressly  provided in the
proxy.

                  Section 9.  Voting of Shares.  Subject  to the  provisions  of
Section 10 of this Article,  each outstanding share,  regardless of class, shall
be  entitled  to one vote upon each  matter  submitted  to vote at a meeting  of
shareholders,   except  as  may  be  otherwise   provided  in  the  Articles  of
Incorporation.

                  Section 10. Voting  of Shares by  Certain  Holders.  Neither
treasury shares nor,  unless the Articles of  Incorporation  otherwise  provide,
shares held by another  corporation if a majority of the shares entitled to vote
for  the  election  of  directors  of  such  other  corporation  is held by this
corporation,  shall be voted at any meeting or counted in determining  the total
number of outstanding shares at any given time.

                  Subject to the  provisions of the foregoing  paragraph of this
section,  shares  standing  in the  name of  another  corporation,  domestic  or
foreign,  may be voted by such  officer,  agent or proxy as the  By-Laws of such
corporation may prescribe or, in the absence of such provision,  as the board of
directors of such corporation may determine.

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

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

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


                                       -3-

<PAGE>



                  Section 11. Informal Action by Shareholders.  Unless otherwise
provided  in the  Articles  of  Incorporation,  any action  required by the Iowa
Business  Corporation Act to be taken at a meeting of the  shareholders,  or any
action which may be taken at a meeting of the shareholders, may be taken without
a meeting if one or more consents in writing  setting forth the action so taken,
shall be signed by shareholders representing not less than ninety percent of the
votes entitled to be cast at the meeting at which all shares entitled to vote on
the action  were  present and voted and are  delivered  to the  corporation  for
inclusion in the minutes or filing with the corporate records.

                  Section 12. Voting by Ballot. Voting on any question or in any
election  may be viva voce  unless  the  presiding  officer  shall  order or any
shareholder demand that voting be by ballot.

                  Section 13. Introduction   of  Business  at  a  Meeting  of
Shareholders.  At an  annual  or  special  meeting  of  shareholders,  only such
business  shall be conducted,  and only such  proposals  shall be acted upon, as
shall  have  been  properly  brought  before an annual  or  special  meeting  of
shareholders.  To be  properly  brought  before an annual or special  meeting of
shareholders,  business must be (1) in the case of a special meeting,  specified
in the notice of the special  meeting (or any  supplement  thereto) given by the
corporation,  or (2) in the case of an annual meeting,  properly  brought before
the  meeting by or at the  direction  of the board of  directors,  or  otherwise
properly brought before the annual meeting by a shareholder.  For business to be
properly brought before an annual meeting of shareholders by a shareholder,  the
shareholder must have given timely notice thereof in writing to the President or
Secretary  of the  corporation.  To be timely,  a  shareholder's  notice must be
received at the principal  executive offices of the corporation not earlier than
120 calendar days nor later than 90 calendar days in advance of the  anniversary
date  of the  date of the  corporation's  proxy  statement  to  shareholders  in
connection with the most recent preceding annual meeting of shareholders, except
that if the date of the current  year's annual  meeting has been changed by more
than 30 calendar  days from the  anniversary  date of the most recent  preceding
annual meeting, a shareholder  proposal shall be received by the corporation not
later than the close of business on the tenth day  following  the date of public
notice of the date of the current year's annual meeting.

                  A  shareholder's  notice shall set forth as to each matter the
shareholder  proposes to bring before an annual  meeting of  shareholders  (1) a
brief  description  of the  business  desired  to be  brought  before the annual
meeting and the reasons for conducting such business at the annual meeting,  (2)
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,  (3) the class and number of shares
of the corporation which are beneficially  owned by such shareholder on the date
of  such  shareholder's  notice  and by any  other  shareholders  known  by such
shareholder  to be supporting  such  proposal on the date of such  shareholder's
notice and (4) any material interest of the shareholder in such proposal.

                  Notwithstanding  anything in the By-Laws to the  contrary,  no
business  shall be conducted at a meeting of  shareholders  except in accordance
with the  procedures  set forth in this  Section 13. The chairman of the meeting
shall,  if the facts  warrant,  determine  and declare to the  meeting  that the
business was not properly brought before the meeting in accordance with the

                                       -4-

<PAGE>



procedures prescribed by the By-Laws, and if he should so determine, he shall so
declare to the meeting and any such  business  not properly  brought  before the
meeting shall not be considered.

                  Section 14. Nomination of Directors. Only persons nominated in
accordance  with the  procedures set forth in this section shall be eligible for
election as directors.  Nominations  of persons for election to the board may be
made at a meeting of  shareholders  (1) by or at the  direction  of the board of
directors, or (2) by any shareholder of the corporation entitled to vote for the
election of directors at such  meeting who complies  with the notice  procedures
set forth in this Section 14. Such  nominations,  other than those made by or at
the direction of the board of directors, shall be made pursuant to timely notice
in writing to the  President or Secretary of the  corporation.  To be timely,  a
shareholder's  notice must be received at the principal executive offices of the
corporation  not earlier than 120 calendar  days nor later than 90 calendar days
in  advance  of the  anniversary  date of the  date of the  corporation's  proxy
statement to shareholders in connection with the preceding year's annual meeting
of  shareholders,  except that if the date of the current  year's annual meeting
has been changed by more than 30 calendar days from the anniversary  date of the
most recent  preceding  annual  meeting,  a nomination  shall be received by the
corporation  not later than the close of business on the tenth day following the
date of public notice of the date of the current year's annual meeting.

                  A  shareholder's  notice shall set forth (1) as to each person
whom the  shareholder  proposes to nominate  for  election  or  reelection  as a
director  (a) the name,  age,  business  address and  residence  address of such
person, (b) the principal occupation or employment of such person, (c) the class
and number of shares of the  corporation  which are  beneficially  owned by such
person on the date of such  shareholder's  notice and (d) any other  information
relating to such person that is required to be  disclosed  in  solicitations  of
proxies for  election  of  directors,  or is  otherwise  required,  in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including  without  limitation such person's  written consent to being named in
the proxy  statement as a nominee and to serving as a director if elected);  and
(2) as to the  shareholder  giving the notice (a) 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 nominees and (b)
the class and number of shares of the corporation  which are beneficially  owned
by such  shareholder on the date of such  shareholder's  notice and by any other
shareholders  known by such  shareholder  to be supporting  such nominees on the
date of such shareholder's notice.

                  No person  shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in this
section. The chairman of the meeting shall, if the facts warrant,  determine and
declare to the meeting that a  nomination  was not made in  accordance  with the
procedures prescribed by the By-Laws, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be disregarded.

                  This  Section 14 shall not apply to the election of a director
to a directorship  which may be filled by the board of directors  under the Iowa
Business Corporation Act.


                                       -5-

<PAGE>



                                   ARTICLE III
                                   -----------

                                    DIRECTORS
                                    ---------

                  Section 1.  General Powers.  The business and affairs of the 
corporation shall be managed by its board of directors.

                  Section 2.  Number and  Election of  Directors.  The number of
directors of the  corporation  shall be twelve.  At the first annual  meeting of
shareholders the directors shall be divided into three classes, each class to be
as nearly  equal in number as  possible.  The term of office of directors of the
first  class  shall  expire  at the first  annual  meeting  of the  shareholders
thereafter;  that of the second class shall expire at the second annual  meeting
of  shareholders  thereafter;  and that of the third class  shall  expire at the
third annual meeting of  shareholders  thereafter.  At each annual meeting after
such classification,  the shareholders shall elect the number of directors equal
to the number of the class  whose term  expired at the time of such  meeting and
each such director shall hold office until the third  succeeding  annual meeting
of shareholders and until his successor shall have been elected and qualified.

                  Section 3. Regular Meetings. A regular meeting of the board of
directors  shall be held  without  other  notice than this  By-Law,  immediately
after, and at the same place as, the annual meeting of  shareholders.  The board
of directors  may provide by  resolution  the time and place,  either  within or
without the State of Iowa 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 Chairman or President or by
a majority of the  directors.  The person or persons  authorized to call special
meetings of the board of directors  may fix any place,  either within or without
the State of Iowa, as the place for holding any special  meeting of the board of
directors called by them.

                  Section 5. Notice.  Notice of any special meeting of the board
of directors or of any committee designated by the board shall be (1) by written
notice  mailed to each  director  at his  business  address at least  three days
previous  thereto;  (2) by written  notice  delivered  to him at such address by
telegraph,  cablegram or other  similar  form of message  delivery at least four
hours before the time at which such meeting is to be held;  or (3) by telephone,
telecopy,  facsimile or any other  similar form of  electronic  transmission  at
least four hours before the time at which such meeting is to be held. If mailed,
such notice shall be deemed to be given when deposited in the United States mail
so addressed and postage prepaid.  If notice is by telegram,  cablegram or other
similar form of message delivery, or by telephone,  telecopy, facsimile or other
similar form of electronic transmission, such notice shall be deemed to be given
when its receipt is acknowledged by a responsible person at the address to which
such notice was  directed.  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

                                       -6-

<PAGE>



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;
provided,  that if less than a majority of such number of directors  are present
at said  meeting,  a majority of the  directors  present may adjourn the meeting
from time to time without further notice.

                  Section 7.  Manner of Acting.  The act of the majority of 
the directors present at a meeting at which a quorum is present shall be the act
of the board of directors.

                  Section 8.  Vacancies.   Unless  otherwise  provided  in  the
Articles of  Incorporation,  any vacancy occurring in the board of directors and
any  directorship  to be  filled  by  reason  of an  increase  in the  number of
directors  may be filled (1) in the case of a director  elected or to be elected
by the holders of Preferred  Shares  issued  before  October 31, 1981 and Common
Shares (a "Common Share Director"), by the vote of such shareholders,  or (2) in
the case of a director  elected or to be  elected  by the  holders of  Preferred
Shares  issued  after  October 31, 1981 and Series A Common  Shares (a "Series A
Director"),  by the vote of such  shareholders  or (3) in the  case of  either a
Common  Share  Director or a Series A  Director,  by the  affirmative  vote of a
majority of all of the directors remaining in office even if less than a quorum.
A director  elected to fill a vacancy shall be elected for the unexpired term of
his  predecessor in office.  A director  elected by reason of an increase in the
board of directors  shall be elected for a term of office  continuing  until the
next election of directors.

                  Section 9.  Compensation.  The  board  of  directors,  by the
affirmative vote of a majority of directors then in office,  and irrespective of
any personal  interest of any of its members,  shall have authority to establish
reasonable  compensation  of all  directors for services to the  corporation  as
directors,  officers, or otherwise.  By resolution of the board of directors the
directors may be paid their  expenses,  if any, of attendance at each meeting of
the board.

                  Section 10. Presumption  of  Assent.   A  director  of  the
corporation  who is  present  at a meeting  of its board of  directors  at which
action on any  corporate  matter is taken shall be presumed to have  assented to
the action  taken  unless  his  dissent  shall be entered in the  minutes of the
meeting or unless he shall file his  written  dissent  to such  action  with the
person  acting as secretary  of the meeting  before the  adjournment  thereof or
shall forward such dissent by  registered or certified  mail to the secretary of
the corporation  immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.

                  Section 11. Informal Action by Directors.  Any action required
by the Iowa  Business  Corporation  Act to be taken at a meeting of directors of
the corporation,  or any action which may be taken at a meeting of the directors
or of a committee of  directors,  may be taken without a meeting if a consent in
writing  setting  forth  the  action  so  taken,  shall be  signed by all of the
directors or all of the members of the committee of  directors,  as the case may
be.


                                       -7-

<PAGE>



                  Section 12. Executive  and  Other  Committees.  The board of
directors,  by resolution  adopted by a majority of the full board of directors,
may designate from among its members an executive committee or one or more other
committees each of which, to the extent provided in such resolution,  shall have
and may exercise all the  authority  of the board of  directors,  except that no
such committee shall have the authority to:

                  (i)      authorize distributions;
                  (ii)     approve or propose to shareholders action that the 
         Iowa Business Corporation Act requires to be approved by shareholders;
                  (iii)    fill vacancies on the board of directors or on any of
         its committees;
                  (iv)     amend the Articles of Incorporation pursuant to 
         Section 490.1002 of the Iowa Business Corporation Act;
                  (v)      adopt, amend or repeal these By-Laws;
                  (vi)     approve a plan of merger not requiring shareholder 
         approval;
                  (vii)    authorize or approve the reacquisition of shares, 
         except according to a formula or method prescribed by the board of 
         directors;
                  (viii)  authorize  or approve the issuance or sale or contract
         for sale of shares,  or  determine  the  designation  and and  relative
         rights,  preferences  and  limitations  of a class or series of shares,
         except within limits specifically prescribed by the board of directors;
         or
                  (ix) take any other action contrary to any applicable law, the
         Articles of  Incorporation,  these  By-Laws or any  resolution  of this
         board of directors.

                  Neither the designation of any such committee,  the delegation
to it of  authority,  nor action by such  committee  pursuant to such  authority
shall alone constitute  compliance by any member of the board of directors,  who
is  not  a  member  of  the   committee  in  question,   with  such   director's
responsibility  to act in good  faith,  in a  manner  such  director  reasonably
believes to be in the best interests of the  corporation,  and with such care as
an  ordinarily  prudent  person  in a like  position  would  use  under  similar
circumstances.

                  Section 13. Committee Meetings and Minutes. Each committee may
provide by resolution the time and place of regular  committee  meetings without
other notice than such resolution.  Special committee  meetings may be called by
or at the  request  of any two  committee  members.  Each  committee  shall keep
regular  minutes of its  proceedings and shall report the same to the succeeding
meeting of the board of directors.

                  Section 14. Removal.  Any member of any committee of the board
of  directors  may be removed from such  committee  (and such  committee  may be
eliminated)  by resolution  adopted by a majority of the full board of directors
at any time, with or without notice.

                                   ARTICLE IV
                                   ----------

                                    OFFICERS
                                    --------

                  Section 1.  Number.  The officers of the corporation shall 
consist of a Chairman, a President, one or more Vice Presidents (the number 
thereof to be determined by the board of

                                       -8-

<PAGE>



directors),  a  Secretary  and  a  Treasurer,  and  such  Assistant  Treasurers,
Assistant  Secretaries,  or other officers as may be elected or appointed by the
board of directors. Any two or more offices may be held by the same person.

                  Section 2.  Election  and Term of Office.  The officers of the
corporation  shall be elected  annually by the board of  directors  at the first
meeting  of  the  board  of  directors   held  after  each  annual   meeting  of
shareholders.  If the  election of officers  shall not be held at such  meeting,
such election shall be held as soon thereafter as conveniently may be. Vacancies
may be filled or new  offices  created and filled at any meeting of the board of
directors.  Each officer shall hold office until his  successor  shall have been
duly elected and  qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided. Election or appointment of
an officer or agent shall not of itself create contract rights.

                  Section 3. Removal. Any officer or agent may be removed by the
board  of  directors  whenever  in  its  judgment  the  best  interests  of  the
corporation will be served thereby,  but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.

                  Section 4.  Vacancies.  A vacancy in any office because of 
death, resignation, removal, disqualification or otherwise, may be filled by the
board of directors for the unexpired portion of the term.

                  Section 5.  Chairman.  The  Chairman  shall  preside  at  all
meetings of the  shareholders  and of the board of directors  and shall see that
orders and resolutions of the board of directors are carried into effect. He may
sign  bonds,  mortgages,  certificates  for shares and all other  contracts  and
documents whether or not under the seal of the corporation except in cases where
the signing and execution  thereof shall be expressly and exclusively  delegated
by law, by the board of directors or by these  By-Laws to some other  officer or
agent of the corporation.  In the absence of the President  (including a vacancy
in such  office)  or in the event of his  inability  or  refusal  to act,  which
inability  shall be determined by the Chairman,  the Chairman  shall perform the
duties of the principal  executive  officer and, when so acting,  shall have all
the powers of the President.

                  Section 6.  President.  The  President  shall be the principal
executive  officer of the  corporation  and shall,  in  general,  supervise  and
control  all of the  business  and  affairs of the  corporation,  subject to the
general  powers of the board of directors.  In the absence of the  Chairman,  he
shall preside at all meetings of the shareholders and of the board of directors.
He may sign bonds,  mortgages,  certificates  for shares and all other contracts
and documents whether or not under seal of the corporation except in cases where
the signing and execution  thereof shall be expressly and exclusively  delegated
by the board of directors or by these  By-Laws to some other officer or agent of
the corporation.  In general, he shall perform all duties incident to the office
of  President  and  such  other  duties  as may be  prescribed  by the  board of
directors  from time to time. He shall have general  powers of  supervision  and
shall  be  the  final  arbiter  of  all  differences  between  officers  of  the
corporation and his decision as to any matter affecting the corporation shall be
final and binding as between the officers of the corporation subject only to the
Chairman and the board of directors.


                                       -9-

<PAGE>



                  Section 7. Vice Presidents. In the absence of the Chairman and
the  President  or in the event of their  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 or in the absence of any designation, then in
the order of their  original  election  as Vice  Presidents)  shall  perform the
duties of the principal  executive  officer and, when so acting,  shall have all
the  powers  of and be  subject  to all  the  restrictions  upon  the  principal
executive  officer.  Any Vice  President  may  sign,  with the  Secretary  or an
Assistant  Secretary,  certificates  for  shares of the  corporation,  and shall
perform  such other  duties as from time to time may be  assigned  to him by the
President and principal executive officer or by the board of directors.

                  Section 8.  Treasurer.  If required by the board of directors,
the Treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the board of directors shall  determine.
He shall  have  charge  and  custody  of and be  responsible  for all  funds and
securities  of the  corporation;  receive and give  receipts  for moneys due and
payable  to  the  corporation;  and  deposit  all  moneys  in  the  name  of the
corporation in such banks,  trust  companies or other  depositaries  as shall be
selected in accordance  with the  provisions of Article V of these  By-Laws.  He
shall,  in general,  perform all duties  incident to the office of treasurer and
such other  duties as from time to time may be assigned to him by the  principal
executive officer or by the board of directors.

                  Section 9.  Secretary. The Secretary shall keep the minutes of
the shareholders'  and of the board of directors'  meetings in one or more books
provided  for that  purpose;  see that all notices are duly given in  accordance
with the  provisions of these By-Laws or as required by law; be custodian of the
corporate  records and of the seal of the  corporation  and see that the seal of
the  corporation  is affixed to all  certificates  for shares prior to the issue
thereof  and  to  all  documents,  the  execution  of  which  on  behalf  of the
corporation  under its seal is duly authorized in accordance with the provisions
of these By-Laws; keep a register of the post office address of each shareholder
which shall be furnished to the  Secretary  by such  shareholder;  sign with the
Chairman,  President  and  principal  executive  officer,  or a Vice  President,
certificates for shares of the  corporation,  the issue of which shall have been
authorized by resolution of the board of directors;  have general  charge of the
stock  transfer  books of the  corporation;  and in general  perform  all duties
incident to the office of  Secretary  and such other duties as from time to time
may be assigned  to him by the  principal  executive  officer or by the board of
directors.

                  Section 10. Assistant  Treasurers and Assistant  Secretaries.
The  Assistant  Treasurers  shall  respectively,  if  required  by the  board of
directors,  give bonds for the  faithful  discharge of their duties in such sums
and with such sureties as the board of directors shall determine.  The Assistant
Secretaries as thereunto  authorized by the board of directors may sign with the
principal  executive officer or a Vice President  certificates for shares of the
corporation,  the issue of which shall have been  authorized  by a resolution of
the board of directors.  The Assistant Treasurers and Assistant Secretaries,  in
general, shall perform such duties as shall be assigned to them by the Treasurer
or the Secretary,  respectively,  or by the principal  executive  officer of the
board of directors.


                                      -10-

<PAGE>



                  Section 11. Salaries.  The salaries of the officers  shall be
fixed  from  time to time by the  board of  directors  and no  officer  shall be
prevented  from  receiving  such  salary by reason of the fact that he is also a
director of the corporation.

                                    ARTICLE V
                                    ---------

                                CONTRACTS, LOANS,
                               CHECKS AND DEPOSITS
                               -------------------

                  Section 1.  Contracts.  The board of directors may 
authorize any officer or agent 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  evidence of  indebtedness  shall be issued in its name
unless  authorized  by the board of directors,  the Chairman,  the President and
principal  executive  officer,  or any other officer  designated by the board of
directors,  the Chairman or the President and principal executive officer.  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 depositories as the board of
directors may select.

                                   ARTICLE VI
                                   ----------

                                CERTIFICATES FOR
                            SHARES AND THEIR TRANSFER
                            -------------------------

                  Section 1.  Certificates for Shares. Subject to the provisions
of  Section  490.625  of  the  Iowa  Business   Corporation  Act,   certificates
representing  shares  of  the  corporation  shall  be in  such  form  as  may be
determined by the board of directors.  Such certificates  shall be signed by the
Chairman, the President and principal executive officer or a Vice President, and
the Secretary or an Assistant  Secretary of the  corporation.  The signatures of
such  officers  upon a  certificate  may be  facsimiles  if the  certificate  is
countersigned by a transfer agent, or registered by a registrar,  other than the
corporation  itself,  or an employee of the  corporation.  All  certificates for
shares shall be consecutively numbered or otherwise identified.  The name of the
person to whom the shares  represented  thereby are  issued,  with the number of
shares and date of issue, shall be entered on the books of the corporation.  All
certificates  surrendered to the corporation for transfer shall be cancelled and
no new  certificate  shall be issued  until the  former  certificate  for a like
number of shares shall have been surrendered and cancelled,  except that in case
of a lost, stolen, destroyed or mutilated

                                      -11-

<PAGE>



certificate  a new one may be issued  therefor  upon such terms and indemnity to
the corporation as the board of directors may prescribe.

                  Section 2.  Transfers  of Shares  Transfers  of shares of the
corporation  shall be made only on the books of the corporation by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of authority to transfer,  or by his attorney  thereunto  authorized by power of
attorney duly executed and filed with the Secretary of the corporation, and only
on surrender for  cancellation  of the  certificate  for such shares.  Except as
otherwise provided by law, 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.

                                   ARTICLE VII
                                   -----------

                               INDEMNIFICATION OF
                       DIRECTORS, OFFICERS, AND EMPLOYEES
                       ----------------------------------

                  The   corporation   shall   indemnify  every  person  made  or
threatened  to be made a party to any pending,  threatened  or completed  civil,
criminal,  administrative  or arbitrative  action,  suit or proceeding,  and any
appeal therein  (including any inquiry or investigation  which could lead to any
such action,  suit or proceeding),  by reason of the fact that such person is or
was a director of the corporation or any of its  consolidated  subsidiaries,  or
served any other corporation,  partnership,  joint venture,  other enterprise or
employee  benefit  plan in any capacity at the request of the board of directors
of  this  corporation,  in the  manner  and to the  extent  provided  by Part E,
Sections  490.850  et  seq.,  of the Iowa  Business  Corporation  Act and  shall
indemnify  every  person  made or  threatened  to be made a  party  to any  such
pending,  threatened or completed  action,  suit or  proceeding,  and any appeal
therein  (including  any inquiry or  investigation  which could lead to any such
action, suit or proceeding), by reason of the fact that such person is or was an
officer of the corporation or any of its  consolidated  subsidiaries,  or having
served any other corporation as aforesaid. The right of indemnification provided
for in this  Article VII shall inure to the benefit of the legal  representative
of any such  person.  The  right  of  indemnity  provided  herein  shall  not be
exclusive and the  corporation  may provide  indemnification  to any person,  by
agreement or otherwise,  on such terms and  conditions as the board of directors
may  approve.  Any  agreement  for  indemnification  of any  director,  officer,
employee or other person may provide indemnification rights which are broader or
otherwise different from those set forth herein.

                                  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.


                                      -12-

<PAGE>


                                   ARTICLE IX
                                   ----------

                                    DIVIDENDS
                                    ---------

                  The board of directors may, from time to time, declare and the
corporation may pay dividends on its  outstanding  shares in the manner and upon
the terms and conditions provided by the Iowa Business Corporation Act.

                                    ARTICLE X
                                    ---------

                                      SEAL
                                      ----

                  The board of directors may provide a corporate seal.

                                   ARTICLE XI
                                   ----------

                                WAIVER OF NOTICE
                                ----------------

                  Whenever any notice is required to be given to any shareholder
or  director  of the  corporation  under  the  provisions  of the Iowa  Business
Corporation  Act or under the  provisions  of the Articles of  Incorporation  or
By-Laws of the corporation,  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 equivalent to the giving of such notice.

                                   ARTICLE XII
                                   -----------

                                   AMENDMENTS
                                   ----------

                  Section 1.  Amendment  by the Board of  Directors.  Except as
otherwise  provided  in the Iowa  Business  Corporation  Act,  the  Articles  of
Incorporation or any By-Laws adopted by the  shareholders,  these By-Laws may be
altered,  amended or  repealed  and new By-Laws may be adopted at any meeting of
the board of directors of the  corporation  by a majority  vote of the directors
present at the meeting or by the unanimous written consent of the directors.

                  Section 2. Amendment by the Shareholders. Not in limitation of
Section 1 of this Article XII, except as otherwise provided in the Iowa Business
Corporation Act or the Articles of Incorporation,  these By-Laws may be altered,
amended or repealed and new By-Laws may be adopted by the shareholders.

                                    * * * * *














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