Exhibit 3.2

                                          Amended Effective April 11, 1997


                                     BYLAWS

                                       OF

                           NORTHLAND CRANBERRIES, INC.
                            (a Wisconsin corporation)

   <PAGE>
                               ARTICLE I.  OFFICES


             1.01.     Principal and Business Offices.  The corporation may
   have such principal and other business offices, either within or without
   the State of Wisconsin, as the Board of Directors may designate or as the
   business of the corporation may require from time to time.

             1.02.     Registered Office.  The registered office of the
   corporation required by the Wisconsin Business Corporation Law to be
   maintained in the State of Wisconsin may be, but need not be, identical
   with the principal office in the State of Wisconsin, and the address of
   the registered office may be changed from time to time by the Board of
   Directors or by the registered agent.  The business office of the
   registered agent of the corporation shall be identical to such registered
   office.

                            ARTICLE II.  SHAREHOLDERS

             2.01.     Annual Meeting.  The annual meeting of the
   shareholders shall be held on the first Wednesday in January of each year
   (beginning in 1997), or on such other date within thirty days before or
   after such date as may be fixed by or under the authority of the Board of
   Directors, 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 in the state of Wisconsin,
   such meeting shall be held on the next succeeding business day.  If the
   election of directors shall not be held on the day designated herein, or
   fixed as herein provided, for any annual meeting of the shareholders, or
   at any adjournment thereof, the Board of Directors shall cause the
   election to be held at a special meeting of the shareholders as soon
   thereafter as is practicable.

             2.02.     Special Meetings.  Special meetings of the
   shareholders, for any purpose or purposes, unless otherwise prescribed by
   the Wisconsin Business Corporation Law, may be called by the Board of
   Directors or the President.  The corporation shall call a special meeting
   of shareholders in the event that the holders of at least 10% of all of
   the votes entitled to be cast on any issue proposed to be considered at
   the proposed special meeting sign, date and deliver to the corporation one
   or more written demands for a special meeting describing one or more
   purposes for which it is to be held.  The corporation shall give notice of
   such a special meeting within thirty days after the date that the demand
   is delivered to the corporation.

             2.03.     Place of Meeting.  The Board of Directors may
   designate any place, either within or without the State of Wisconsin, as
   the place of meeting for any annual or special meeting of shareholders. 
   If no designation is made, the place of meeting shall be the principal
   office of the corporation.  Any meeting may be adjourned to reconvene at
   any place designated by vote of a majority of the votes represented
   thereat.

             2.04.     Notice of Meeting.  Written notice stating the date,
   time and place of any meeting of shareholders and, in case of a special
   meeting, the purpose or purposes for which the meeting is called, shall be
   delivered not less than ten days nor more than sixty days before the date
   of the meeting (unless a different time is provided by the Wisconsin
   Business Corporation Law or the articles of incorporation), either
   personally or by mail, by or at the direction of the President or the
   Secretary, to each shareholder of record entitled to vote at such meeting
   and to such other persons as required by the Wisconsin Business
   Corporation Law. If mailed, such notice shall be deemed to be effective
   when deposited in the United States mall, addressed to the shareholder at
   his or her address as it appears on the stock record books of the
   corporation, with postage thereon prepaid.  If an annual or special
   meeting of shareholders is adjourned to a different date, time or place,
   the corporation shall not be required to give notice of the new date, time
   or place if the new date, time or place is announced at the meeting before
   adjournment; provided, however, that if a new record date for an adjourned
   meeting is or must be fixed, the corporation shall give notice of the
   adjourned meeting to persons who are shareholders as of the new record
   date.

             2.045.    Proper Business or Purposes of Shareholder Meetings. 
   To be properly brought before a meeting of shareholders, business must be
   (a) specified in the notice of the meeting (or any supplement thereto)
   given by or at the discretion of the Board of Directors or otherwise as
   provided in Section 2.04 hereof; (b) otherwise properly brought before the
   meeting by or at the direction of the Board of Directors; or (c) otherwise
   properly brought before the meeting by a shareholder.  For business to be
   properly brought before a meeting by a shareholder, the shareholder must
   have given written notification thereof, either by personal delivery or by
   United States mall, postage prepaid, to the Secretary of the corporation,
   and, in the case of an annual meeting, such notification must be given not
   later than thirty (30) days in advance of the Originally Scheduled Date of
   such meeting; provided, however, that if the Originally Scheduled Date of
   such annual meeting is earlier than the date specified in these by laws as
   the date of the annual meeting and if the Board of Directors does not
   determine otherwise, or in the case of a special meeting of shareholders,
   such written notice may be so given and received not later than the close
   of business on the 15th day following the date of the first public
   disclosure, which may include any public filing with the Securities and
   Exchange Commission, of the Originally Scheduled Date of such meeting. 
   Any such notification shall set forth as to each matter the shareholder
   proposes to bring before the meeting (i) a brief description of the
   business desired to be brought before the meeting and the reasons for
   conducting such business at the meeting and, in the event that such
   business includes a proposal to amend either the articles of incorporation
   or bylaws of the corporation, the exact language of the proposed
   amendment; (ii) the name and address of the shareholder proposing such
   business; (iii) a representation that the shareholder is a holder of
   record of stock of the corporation entitled to vote at such meeting and
   intends to appear in person or by proxy at the meeting to propose such
   business; and (iv) any material interest of the shareholder in such
   business.  No business shall be conducted at a meeting of shareholders
   except in accordance with this Section 2.045, and the chairman of any
   meeting of shareholders may refuse to permit any business to be brought
   before such meeting without compliance with the foregoing procedures.  For
   purposes of these bylaws, the "Originally Scheduled Date" of any meeting
   of shareholders shall be the date such meeting is scheduled to occur as
   specified in the notice of such meeting first generally given to
   shareholders regardless of whether any subsequent notice is given for such
   meeting or the record date of such meeting is changed.  Nothing contained
   in this Section 2.045 shall be construed to limit the rights of a
   shareholder to submit proposals to the corporation which comply with the
   proxy rules of the Securities and Exchange Commission for inclusion in the
   corporation's proxy statement for consideration at shareholder meetings.

             2.05.     Waiver of Notice.  A shareholder may wave any notice
   required by the Wisconsin Business Corporation Law, the articles of
   incorporation or these bylaws before or after the date and time stated in
   the notice.  The waiver shall be in writing and signed by the shareholder
   entitled to the notice, contain the same information that would have been
   required in the notice under applicable provisions of the Wisconsin
   Business Corporation Law (except that the time and place of meeting need
   not be stated) and be delivered to the corporation for inclusion in the
   corporate records.  A shareholder's attendance at a meeting, in person or
   by proxy, waives objection to all of the following:  (a) lack of notice or
   defective notice of the meeting, unless the shareholder at the beginning
   of the meeting or promptly upon arrival objects to holding the meeting or
   transacting business at the meeting; and (b) consideration of a particular
   matter at the meeting that is not within the purpose described in the
   meeting notice, unless the shareholder objects to considering the matter
   when it is presented.

             2.06.     Fixing of Record Date.  The Board of Directors may fix
   in advance a date as the record date for the purpose of determining
   shareholders entitled to notice of and to vote at any meeting of
   shareholders, shareholders entitled to demand a special meeting as
   contemplated by Section 2.02 hereof, shareholders entitled to take any
   other action, or shareholders for any other purpose.  Such record date
   shall not be more than seventy 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 by the Board of Directors or by the
   Wisconsin Business Corporation Law for the determination of shareholders
   entitled to notice of and to vote at a meeting of shareholders, the record
   date shall be the close of business on the day before the first notice is
   given to shareholders.  If no record date is fixed by the Board of
   Directors or by the Wisconsin Business Corporation Law for the
   determination of shareholders entitled to demand a special meeting as
   contemplated in Section 2.02 hereof, the record date shall be the date
   that the first shareholder signs the demand.  Except as provided by the
   Wisconsin Business Corporation Law for a court ordered adjournment, a
   determination of shareholders entitled to notice of and to vote at a
   meeting of shareholders is effective for any adjournment of such meeting
   unless the Board of Directors fixes a new record date, which it shall do
   if the meeting is adjourned to a date more than 120 days after the date
   fixed for the original meeting.  The record date for determining
   shareholders entitled to a distribution (other than a distribution
   involving a purchase, redemption or other acquisition of the corporation's
   shares) or a share dividend is the date on which the Board of Directors
   authorized the distribution or share dividend, as the case may be, unless
   the Board of Directors fixes a different record date.

             2.07.     Shareholders' List for Meetings.  After a record date
   for a special or annual meeting of shareholders has been fixed, the
   corporation shall prepare a list of the names of all of the shareholders
   entitled to notice of the meeting.  The list shall be arranged by class or
   series of shares, if any, and show the address of and number of shares
   held by each shareholder. Such list shall be available for inspection by
   any shareholder, beginning two business days after notice of the meeting
   is given for which the list was prepared and continuing to the date of the
   meeting, at the corporation's principal office or at a place identified in
   the meeting notice in the city where the meeting will be held.  A
   shareholder or his or her agent may, on written demand, inspect and,
   subject to the limitations imposed by the Wisconsin Business Corporation
   Law, copy the list, during regular business hours and at his or her
   expense, during the period that it is available for inspection pursuant to
   this Section 2.07.  The corporation shall make the shareholders' list
   available at the meeting and any shareholder or his or her agent or
   attorney may inspect the list at any time during the meeting or any
   adjournment thereof.  Refusal or failure to prepare or make available the
   shareholders' list shall not affect the validity of any action taken at a
   meeting of shareholders.

             2.08.     Quorum and Voting Requirements.  Shares entitled to
   vote as a separate voting group may take action on a matter at a meeting
   only if a quorum of those shares exists with respect to that matter. 
   Except as otherwise provided in the articles of incorporation or the
   Wisconsin Business Corporation Law, a majority of the votes entitled to be
   cast on the matter shall constitute a quorum of the voting group for
   action on that matter.  Once a share is represented for any purpose at a
   meeting, other than for the purpose of objecting to holding the meeting or
   transacting business at the meeting, it is considered present for purposes
   of determining whether a quorum exists for the remainder of the meeting
   and for any adjournment of that meeting unless a new record date is or
   must be set for the adjourned meeting.  If a quorum exists, except in the
   case of the election of directors, action on a matter shall be 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 Wisconsin Business Corporation Law requires a greater number of
   affirmative votes.  Unless otherwise provided in the articles of
   incorporation, each director shall be elected by a plurality of the votes
   cast by the shares entitled to vote in the election of directors at a
   meeting at which a quorum is present.  Though less than a quorum of the
   outstanding votes of a voting group are represented at a meeting, a
   majority of the votes so represented may adjourn the meeting from time to
   time without further notice.  At such adjourned meeting at which a quorum
   shall be present or represented, any business may be transacted which
   might have been transacted at the meeting as originally notified.

             2.09.  Conduct of Meeting.  The President, and in his absence or
   discretion, a Vice President in the order provided under Section 4.07
   hereof or as chosen by the President, and in their absence, any person
   chosen by the shareholders present shall call the meeting of the
   shareholders to order and shall act as chairman of the meeting, and the
   Secretary of the corporation shall act as secretary of all meetings of the
   shareholders, but, in the absence or upon the request of the Secretary,
   the presiding officer may appoint any other person to act as secretary of
   the meeting.

             2.10.     Proxies.  At all meetings of shareholders, a
   shareholder may vote his or her shares in person or by proxy.  A
   shareholder may appoint a proxy to vote or otherwise act for the
   shareholder by signing an appointment form, either personally or by his or
   her attorney-in-fact.  An appointment of a proxy is effective when
   received by the Secretary or other officer or agent of the corporation
   authorized to tabulate votes.  An appointment is valid for eleven months
   from the date of its signing unless a different period is expressly
   provided in the appointment form.

             2.11.     Voting of Shares.  Except as provided in the articles
   of incorporation or in the Wisconsin Business Corporation Law, each
   outstanding share of Class A Common Stock, is entitled to one vote on each
   matter voted on at a meeting of shareholders and each outstanding share of
   Class B Common Stock is entitled to three votes on each matter voted on at
   a meeting of shareholders.

             2.12.     Action without Meeting.  Any action required or
   permitted by the articles of incorporation or these bylaws or any
   provision of the Wisconsin Business Corporation Law to be taken at a
   meeting of the shareholders may be taken without a meeting and without
   action by the Board of Directors if a written consent or consents,
   describing the action so taken, is signed by all of the shareholders
   entitled to vote with respect to the subject matter thereof and delivered
   to the corporation for inclusion in the corporate records.

             2.13.     Acceptance of Instruments Showing Shareholder Action. 
   If the name signed on a vote, consent, waiver or proxy appointment
   corresponds to the name of a shareholder, the corporation, if acting in
   good faith, may accept the vote, consent, waiver or proxy appointment and
   give it effect as the act of a shareholder.  If the name signed on a vote,
   consent, waiver or proxy appointment does not correspond to the name of a
   shareholder, the corporation, if acting in good faith, may accept the
   vote, consent, waiver or proxy appointment and give it effect as the act
   of the shareholder if any of the following apply:

             (a)  The shareholder is an entity and the name signed purports
        to be that of a officer or agent of the entity.

             (b)  The name purports to be that of a personal representative,
        administrator, executor, guardian or conservator representing the
        shareholder and, if the corporation requests, evidence of fiduciary
        status acceptable to the corporation is presented with respect to the
        vote, consent, waver or proxy appointment.

             (c)  The name signed purports to be that of a receiver or
        trustee in bankruptcy of the shareholder and, if the corporation
        requests, evidence of this status acceptable to the corporation is
        presented with respect to the vote, consent, waiver or proxy
        appointment.

             (d)  The name signed purports to be that of a pledgee,
        beneficial owner, or attorney-in-fact of the shareholder and, if the
        corporation requests, evidence acceptable to the corporation of the
        signatory's authority to sign for the shareholder is presented with
        respect to the vote, consent, waiver or proxy appointment.

             (e)  Two or more persons are the shareholders as co-tenants or
        fiduciaries and the name signed purports to be the name of at least
        one of the co-owners and the person signing appears to be acting on
        behalf of all co-owners.

   The corporation may reject a vote, consent, waiver or proxy appointment if
   the Secretary or other officer or agent of the corporation who is
   authorized to tabulate votes, acting in good faith, has reasonable basis
   for doubt about the validity of the signature on it or about the
   signatory's authority to sign for the shareholder.

                        ARTICLE III.  BOARD OF DIRECTORS

             3.01.     General Powers and Number.  All corporate powers shall
   be exercised by or under the authority of, and the business and affairs of
   the corporation managed under the direction of, the Board of Directors. 
   The number of directors of the corporation shall be seven.

             3.02.     Tenor and Qualifications.  Each director shall hold
   office until the next annual meeting of shareholders and until his or her
   successor shall have been elected and, if necessary, qualified, or until
   there is a decrease in the number of directors which takes effect after
   the expiration of his or her term, or until his or her prior death,
   resignation or removal.  A director may be removed by the shareholders
   only at a meeting called for the purpose of removing the director, and the
   meeting notice shall state that the purpose, or one of the purposes, of
   the meeting is removal of the director.  A director may be removed from
   office with or without cause if the votes cast to remove the director
   exceeds the number of votes cast not to remove such director.  A director
   may resign at any time by delivering written notice which complies with
   the Wisconsin Business Corporation Law to the Board of Directors, to the
   President (in his capacity as chairman of the Board of Directors) or to
   the corporation.  A director's resignation is effective when the notice is
   delivered unless the notice specifies a later effective date.  Directors
   need not be residents of the State of Wisconsin or shareholders of the
   corporation.

             3.025.    Shareholder Nomination Procedure.  Nominations for the
   election of directors may be made by the Board of Directors or a committee
   appointed by the Board of Directors or by any shareholder entitled to vote
   for the election of directors who complies fully with the requirements of
   this Section 3.025.  Any shareholder entitled to vote for the election of
   directors at a meeting may nominate a person or persons for election as a
   director or directors only if written notice of such shareholder's intent
   to make any such nomination is given, either by personal delivery or by
   United States mail, postage prepaid, to the Secretary of the corporation
   not later than:  (i) with respect to an election to be held at any annual
   meeting of shareholders, 30 days in advance of the Originally Scheduled
   Date of such meeting (provided, however, that if the Originally Scheduled
   Date of such meeting is earlier than the date specified in these bylaws as
   the date of the annual meeting and if the Board of Directors does not
   determine otherwise, such written notice may be so given and received not
   later than the close of business on the 15th day following the date of the
   first public disclosure, which may include any public filing with the
   Securities and Exchange Commission, of the Originally Scheduled Date of
   such meeting); and (ii) with respect to an election to be held at a
   special meeting of shareholders, the close of business on the 15th day
   following the date of first public disclosure, which may include any
   public filing with the Securities and Exchange Commission, of the
   Originally Scheduled Date of such meeting.  Each such notice shall set
   forth:  (a) the name and address of the shareholder who intends to make
   the nomination and of the person or persons to be nominated; (b)a
   representation that the shareholder is a holder of record of shares of the
   corporation entitled to vote at such meeting and intends to appear in
   person or by proxy at the meeting to nominate the person or persons
   specified in the notice; (c) a description of all arrangements or
   understandings between the shareholder and each nominee and any other
   person or persons (naming such person or persons) pursuant to which the
   nomination or nominations are to be made by the shareholder; (d) such
   other information regarding each nominee proposed by such shareholder as
   would have been required to be included in a proxy statement filed
   pursuant to the proxy rules of the Securities and Exchange Commission had
   each nominee been nominated, or intended to be nominated, by the Board of
   Directors; and (e) the consent of each nominee to serve as a director of
   the corporation if so elected. The chairman of any meeting of shareholders
   to elect directors and the Board of Directors may refuse to acknowledge
   the nomination by a shareholder of any person not made in compliance with
   the foregoing procedure.

             3.03.     Regular Meetings.  A regular meeting of the Board of
   Directors shall be held without other notice than this bylaw immediately
   after the annual meeting of shareholders and each adjourned session
   thereof.  The place of such regular meeting shall be the same as the place
   of the meeting of shareholders which precedes it, or such other suitable
   place as may be communicated to the directors at or prior to such meeting
   of shareholders.  To the extent practicable, the date, time and place,
   either within or without the State of Wisconsin, for the holding of
   additional regular meetings of the Board of Directors shall be
   communicated amongst and generally agreed upon at any meeting of the Board
   of Directors.

             3.04.     Special Meetings.  Special meetings of the Board of
   Directors may be called by or at the request of the President, Secretary
   or any two directors.  The President or Secretary may fix any place,
   either within or without the State of Wisconsin, as the place for holding
   any special meeting of the Board of Directors, and if no other place is
   fixed the place of the meeting shall be the principal business office of
   the corporation in the State of Wisconsin.

             3.05.     Notice:  Waiver.  Notice of each special meeting of
   the Board of Directors shall be given by written notice delivered or
   communicated in person, by telegraph, teletype, facsimile or other form of
   wire or wireless communication, or by mail or private carrier, to each
   director at his business address or at such other address as such director
   shall have designated in writing filed with the Secretary, in each case
   not less than forty-eight hours prior to the meeting.  The notice need not
   prescribe the purpose of the special meeting of the Board of Directors or
   the business to be transacted at such meeting.  If mailed, such notice
   shall be deemed to be effective when deposited in the United States mail
   so addressed, with postage thereon prepaid.  If notice is given by
   telegram, such notice shall be deemed to be effective when the telegram is
   delivered to the telegraph company.  If notice is given by private
   carrier, such notice shall be deemed to be effective when delivered to the
   private carrier.  Whenever any notice whatever is required to be given to
   any director of the corporation under the articles of incorporation or
   these bylaws or any provision of the Wisconsin Business Corporation Law, a
   waiver thereof in writing, signed at any time, whether before or after the
   date and time of meeting, by the director entitled to such notice shall be
   deemed equivalent to the giving of such notice.  The corporation shall
   retain any such waiver as part of the permanent corporate records.  A
   director's attendance at or participation in a meeting waives any required
   notice to him or her of the meeting unless the director at the beginning
   of the meeting or promptly upon his or her arrival objects to holding the
   meeting or transacting business at the meeting and does not thereafter
   vote for or assent to action taken at the meeting.

             3.06.     Quorum.  Except as otherwise provided by the Wisconsin
   Business Corporation Law or by the articles of incorporation or these
   bylaws, a majority of the number of directors specified in Section 3.01 of
   these bylaws shall constitute a quorum for the transaction of business at
   any meeting of the Board of Directors.  Except as otherwise provided by
   the Wisconsin Business Corporation Law or by the articles of incorporation
   or by these bylaws, a quorum of any committee of the Board of Directors
   created pursuant to Section 3.12 hereof shall consist of a majority of the
   number of directors appointed to serve on the committee.  A majority of
   the directors present (though less than such quorum) may adjourn any
   meeting of the Board of Directors or any committee thereof, as the case
   may be, from time to time without further notice.

             3.07.     Manner of Acting.  The affirmative vote of a majority
   of the directors present at a meeting of the Board of Directors or a
   committee thereof at which a quorum is present shall be the act of the
   Board of Directors or such committee, as the case may be, unless the
   Wisconsin Business Corporation Law, the articles of incorporation or these
   bylaws require the vote of a greater number of directors.

             3.08.     Conduct of Meetings.  The President, and in his
   absence, a Vice President in the order provided under Section 4.07, and in
   their absence, any director chosen by the directors present, shall call
   meetings of the Board of Directors to order and shall act as chairman of
   the meeting.  The Secretary of the corporation shall act as secretary of
   all meetings of the Board of Directors but in the absence of the
   Secretary, the presiding officer may appoint any other person present to
   act as secretary of the meeting.  Minutes of any regular or special
   meeting of the Board of Directors shall be prepared and distributed to
   each director.

             3.09.     Vacancies.  Except as provided below, any vacancy
   occurring in the Board of Directors, including a vacancy resulting from an
   increase in the number of directors, may be filled by any of the
   following:  (a) the shareholders; (b) the Board of Directors; or (c) if
   the directors remaining in office constitute fewer than a quorum of the
   Board of Directors, the directors, by the affirmative vote of a majority
   of all directors remaining in office.  If the vacant office was held by a
   director elected by a voting group of shareholders, only the holders of
   shares of that voting group may vote to fill the vacancy if it is filled
   by the shareholders, and only the remaining directors elected by that
   voting group may vote to fill the vacancy if it is filled by the
   directors.  A vacancy that will occur at a specific later date, because of
   a resignation effective at a later date or otherwise, may be filled before
   the vacancy occurs, but the new director may not take office until the
   vacancy occurs.

             3.10.     Compensation.  The Board of Directors, irrespective of
   any personal interest of any of its members, may establish reasonable
   compensation of all directors for services to the corporation as
   directors, officers or otherwise, or may delegate such authority to an
   appropriate committee.  The Board of Directors also shall have authority
   to provide for or delegate authority to an appropriate committee to
   provide for reasonable pensions, disability or death benefits, and other
   benefits or payments, to directors, officers and employees and to their
   estates, families, dependents or beneficiaries on account of prior
   services rendered by such directors, officers and employees to the
   corporation.

             3.11.     Presumption of Assent.  A director who is present and
   is announced as present at a meeting of the Board of Directors or any
   committee thereof created in accordance with Section 3.12 hereof, when
   corporate action is taken, assents to the action taken unless any of the
   following occurs:  (a) the director objects at the beginning of the
   meeting or promptly upon his or her arrival to holding the meeting or
   transacting business at the meeting; (b) the director's dissent or
   abstention from the action taken is entered in the minutes of the meeting;
   or (c) the director delivers written notice that complies with the
   Wisconsin Business Corporation Law of his or her dissent or abstention to
   the presiding officer of the meeting before its adjournment or to the
   corporation immediately after adjournment of the meeting.  Such right of
   dissent or abstention shall not apply to a director who votes in favor of
   the action taken.

             3.12.     Committees.  The Board of Directors by resolution
   adopted by the affirmative vote of a majority of all of the directors then
   in office may create one or more committees, appoint members of the Board
   of Directors to serve on the committees and designate other members of the
   Board of Directors to serve as alternates.  Each committee shall have two
   or more members who shall, unless otherwise provided by the Board of
   Directors, serve at the discretion of the Board of Directors.  A committee
   may be authorized to exercise the authority of the Board of Directors,
   except that a committee may not do any of the following:  (a) authorize
   distributions; (b)approve or propose to shareholders action that the
   Wisconsin Business Corporation Law requires to be approved by
   shareholders; (c) fill vacancies on the Board of Directors or, unless the
   Board of Directors provides by resolution that vacancies on a committee
   shall be filled by the affirmative vote of the remaining committee
   members, on any Board committee; (d) amend the corporation's articles of
   incorporation; (e) adopt, amend or repeal bylaws; (f) approve a plan of
   merger not requiring shareholder approval; (g) authorize or approve
   reacquisition of shares, except according to a formula or method
   prescribed by the Board of Directors; and (h) authorize or approve the
   issuance or sale or contract for sale of shares, or determine the
   designation and relative rights, preferences and limitations of a class or
   series of shares, except that the Board of Directors may authorize a
   committee to do so within limits prescribed by the Board of Directors. 
   Unless otherwise provided by the Board of Directors in creating the
   committee, a committee may employ counsel, accountants and other
   consultants to assist it in the exercise of its authority.

             3.13.     Telephonic Meetings.  Except as herein provided and
   notwithstanding any place set forth in the notice of the meeting or these
   bylaws, members of the Board of Directors (and any committees thereof
   created pursuant to Section 3.12 hereof, may participate in regular or
   special meetings by, or through the use of, any means of communication by
   which all participants may simultaneously hear each other, such as by
   conference telephone.  If a meeting is conducted by such means, then at
   the commencement of such meeting the presiding officer shall inform the
   participating directors that a meeting is taking place at which official
   business may be transacted.  Any participant in a meeting by such means
   shall be deemed present in person at such meeting.  If action is to be
   taken at any meeting held by such means on any of the following:  (a) a
   plan of merger or share exchange; (b) a sale, lease, exchange or other
   disposition of substantial property or assets of the corporation; (c) a
   voluntary dissolution or the revocation of voluntary dissolution
   proceedings; or (d) a filing for bankruptcy, then the identity of each
   director participating in such meeting must be verified by the disclosure
   at such meeting by each such director of each such director's social
   security number to the secretary of the meeting before a vote may be taken
   on any of the foregoing matters.  For purposes of the preceding clause
   (b), the phrase "sale, lease, exchange or other disposition of substantial
   property or assets" shall mean any sale, lease, exchange or other
   disposition of property or assets of the corporation having a net book
   value equal to 10% or more of the net book value of the total assets of
   the corporation on and as of the close of the fiscal year last ended prior
   to the date of such meeting and as to which financial statements of the
   corporation have been prepared.  Notwithstanding the foregoing, no action
   may be taken at any meeting held by such means on any particular matter
   which the presiding officer determines, in his or her sole discretion, to
   be inappropriate under the circumstances for action at a meeting held by
   such means.  Such determination shall be made and announced in advance of
   such meeting.

             3.14.     Action without Meeting.  Any action required or
   permitted by the Wisconsin Business Corporation Law to be taken at a
   meeting of the Board of Directors or a committee thereof crated pursuant
   to Section 3.12 hereof may be taken without a meeting if the action is
   taken by all members of the Board or of the committee.  The action shall
   be evidenced by one or more written consents describing the action taken,
   signed by each director or committee member and retained by the
   corporation.  Such action shall be effective when the last director or
   committee member signs the consent, unless the consent specifies a
   different effective date.

                              ARTICLE IV.  OFFICERS

             4.01.     Number.  The principal officers of the corporation
   shall be a President, the number of Vice Presidents as authorized from
   time to time by the Board of Directors, a Secretary, and a Treasurer, each
   of whom shall be elected by the Board of Directors.  Such other officers
   and assistant officers as may be deemed necessary may be elected or
   appointed by the Board of Directors or the President.  The Board of
   Directors may also authorize any duly authorized officer to appoint one or
   more officers or assistant officers.  Any two or more offices may be held
   by the same person.

             4.02.     Election and Term of Office.  The officers of the
   corporation to be elected by the Board of Directors shall be elected
   annually by the Board of Directors at the first meeting of the Board of
   Directors held after each annual meeting of the shareholders.  If the
   election of officers shall not be held at such meeting, such election
   shall be held as soon thereafter as is practicable.  Each officer shall
   hold office until his or her successor shall have been duly elected or
   until his or her prior death, resignation or removal.

             4.03.     Removal.  The Board of Directors may remove any
   officer and, unless restricted by the Board of Directors or these bylaws,
   an officer may remove any officer or assistant officer appointed by that
   officer, at any time, with or without cause and notwithstanding the
   contract rights, if any, of the officer removed.  The appointment of an
   officer does not of itself create contract rights.

             4.04.     Resignation.  An officer may resign at any time by
   delivering notice to the corporation that complies with the Wisconsin
   Business Corporation Law.  The resignation shall be effective when the
   notice is delivered, unless the notice specifies a later effective date
   and the corporation accepts the later effective date.

             4.05.     Vacancies.  A vacancy in any principal office because
   of death, resignation, removal, disqualification or otherwise, shall be
   filled by the Board of Directors for the unexpired portion of the term. 
   If a resignation of an officer is effective at a later date as
   contemplated by Section 4.04 hereof, the Board of Directors may fill the
   pending vacancy before the effective date if the Board provides that the
   successor may not take office until the effective date.

             4.06 Chairman of the Board.  The Chairman of the Board, if one
   be chosen by the Board of Directors, shall preside at all meetings of the
   Board of Directors and of the shareholders and shall perform all duties
   incident to the office of the Chairman of the Board of the corporation and
   such other duties as may be prescribed by the Board of Directors from time
   to time.

             4.07 Chief Executive Officer.  The Board of Directors shall from
   time to time designate the Chairman of the Board, if any, or the President
   of the corporation as the Chief Executive Officer of the corporation.  The
   President shall be the Chief Executive Officer whenever the office of
   Chairman of the Board of the corporation is vacant.  Subject to the
   control of the Board of Directors, the Chief Executive Officer shall in
   general supervise and control all of the business and affairs of the
   corporation.  He or she shall have authority, subject to such rules as may
   be prescribed by the Board of Directors, to appoint and remove such agents
   and employees of the corporation as he or she shall deem necessary to
   prescribe their powers, duties and compensation, and to delegate authority
   to them.  He or she shall have authority to sign, execute and acknowledge,
   on behalf of the corporation, all deeds, mortgages, securities, contracts,
   leases, reports, and all other documents or other instruments necessary or
   proper to be executed in the course of the corporation's regular business,
   or which shall be authorized by resolution of the Board of Directors; and,
   except as otherwise provided by law or the Board of Directors, he or she
   may authorize any elected President, Vice President or other officer or
   agent of the corporation to sign, execute and acknowledge such documents
   or instruments in his or her place and stead.  In general, he or she shall
   perform all duties incident to the office of Chief Executive Officer of
   the corporation and such other duties as may be prescribed by the Board of
   Directors from time to time.

             4.08 President.  Unless the Board of Directors otherwise
   provides, in the absence of the Chairman of the Board or in the event of
   his or her inability or refusal to act, or in the event of a vacancy in
   the office of the Chairman of the Board, the President shall perform the
   duties of the Chairman of the Board, and when so acting shall have all the
   powers of and be subject to all the restrictions upon the Chairman of the
   Board.  Unless the Board of Directors otherwise provides, in the absence
   of the Chief Executive Officer or in the event of his or her inability or
   refusal to act, or in the event of a vacancy in the office of the Chief
   Executive Officer, the President shall perform the duties of the Chief
   Executive Officer, and when so acting shall have all the powers of and be
   subject to all the restrictions upon the Chief Executive Officer.  The
   President shall have authority, subject to such rules as may be prescribed
   by the Board of Directors, to appoint such agents and employees of the
   corporation as he or she shall deem necessary, to prescribe their powers,
   duties and compensation, and to delegate authority to them.  He or she
   shall have authority to sign, execute and acknowledge, on behalf of the
   corporation, all deeds, mortgages, bonds, stock certificates, contracts,
   leases, reports and all other documents or instruments necessary or
   proper to be executed in the course of the corporation's regular
   business, or which shall be authorized by resolution of the Board of
   Directors; and, except as otherwise provided by law or the Board of
   Directors, he or she may authorize any Vice President or other officer or
   agent of the corporation to sign, execute and acknowledge such documents
   or instruments in his or her place and stead.  In general he or she shall
   perform all duties incident to the office of the President and such other
   duties as may be prescribed by the Board of Directors from time to time.

             4.09 Chief Operating Officer. The Chief Operating Officer shall,
   subject to the direction of the Board of Directors and the Chief Executive
   Officer, in general supervise and control the day-to-day business
   operations of the corporation.  He or she shall have authority, subject to
   such rules as may be prescribed by the Board of Directors, to sign,
   execute and acknowledge, on behalf of the corporation, all deeds,
   mortgages, bonds, stock certificates, contracts, leases, reports and all
   other documents or instruments necessary or proper to be executed in the
   course of the corporation's regular business, or which shall be authorized
   by resolution of the Board of Directors; and, except as otherwise provided
   by law or the Board of Directors, he or she may authorize any Vice
   President or other officer or agent of the corporation to sign, execute
   and acknowledge such documents or instruments in his or her place and
   stead.  In general he or she shall perform all duties incident to the
   office of the Chief Operating Officer and such other duties as may be
   prescribed by the Board of Directors from time to time.

             4.10.     The Vice Presidents.  In the absence of the president
   or in the event of the President's death, inability or refusal to act, or
   in the event for any reason it shall be impracticable for the President to
   act personally, the Executive Vice President (or in the event of his
   absence or inability to act, any Vice President in the order designated by
   the Board of Directors or President, or in the absence of any designation,
   then in the order of their election) shall perform the duties of the
   President, and when so acting, shall have all the powers of and be subject
   to all the restrictions upon the President.  Any Vice President may sign,
   with the Secretary or Assistant Secretary, certificates for shares of the
   corporation; and shall perform such other duties and have such authority
   as from time to time may be delegated or assigned to him or her by the
   President or by the Board of Directors.  The execution of any instrument
   of the corporation by any Vice President shall be conclusive evidence, as
   to third parties, of his or her authority to act in the stead of the
   President.

             4.11.     The Secretary.  The Secretary shall:  (a) keep minutes
   of the meetings of the shareholders and of the Board of Directors (and of
   committees thereof) in one or more books provided for that purpose
   (including records of actions taken by the shareholders or the Board of
   Directors (or committees thereof) without a meeting); (b) see that all
   notices are duly given in accordance with the provisions of these bylaws
   or as required by the Wisconsin Business Corporation Law; (c) be custodian
   of the corporate records and of the seal of the corporation, if any, and
   see that the seal of the corporation, if any, is affixed to all documents
   the execution of which on behalf of the corporation under its seal is
   required and duly authorized; (d) maintain a record of the shareholders of
   the corporation, in a form that permits preparation of a list of the names
   and addresses of all shareholders, by class or series of shares and
   showing the number and class or series of shares held by each shareholder;
   (e) sign with the President, or a Vice President, certificates for shares
   of the corporation, the issuance of which shall have been authorized by
   resolution of the Board of Directors; (f) have general charge of the stock
   transfer books of the corporation; and (g) in general perform all duties
   incident to the office of Secretary and have such other duties and
   exercise such authority as from time to time may be delegated or assigned
   by the President or by the Board of Directors.

             4.12.     The Treasurer.  The Treasurer shall:  (a) have charge
   and custody of and be responsible for all funds and securities of the
   corporation; (b) maintain appropriate accounting records; (c) receive and
   give receipts for moneys due and payable to the corporation from any
   source whatsoever, and deposit all such 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 Section 5.04; and (d) in
   general perform all of the duties incident to the office of Treasurer and
   have such other duties and exercise such other authority as from time to
   time may be delegated or assigned by the President or by the Board of
   Directors.  If required by the Board of Directors, the Treasurer shall
   give a bond for the faithful discharge of his or her duties in such sum
   and with such surety or sureties as the Board of Directors shall
   determine.

             4.13.     Assistant Secretaries and Assistant Treasurers.  There
   shall be such number of Assistant Secretaries and Assistant Treasurers as
   the Board of Directors or President may from time to time authorize.  The
   Assistant Secretaries may sign with the President or a Vice President
   certificates for shares of the corporation the issuance of which shall
   have been authorized by a resolution of the Board of Directors.  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 and Assistant Treasurers, in general, shall
   perform such duties and have such authority as shall from time to time be
   delegated or assigned to them by the Secretary or the Treasurer,
   respectively, or by the President or the Board of Directors.

             4.14.     Other Assistants and Acting Officers.  The Board of
   Directors and President shall have the power to appoint, or to authorize
   any duly appointed officer of the corporation to appoint, any person to
   act as assistant to any officer, or as agent for the corporation in his or
   her stead, or to perform the duties of such officer whenever for any
   reason it is impracticable for such officer to act personally, and such
   assistant or acting officer or other agent so appointed by the Board of
   Directors or an authorized officer shall have the power to perform all the
   duties of the office to which he or she is so appointed to be an
   assistant, or as to which he or she is so appointed to act, except as such
   power may be otherwise defined or restricted by the Board of Directors,
   the President or the appointing officer.

                      ARTICLE V.  CONTRACTS, LOANS, CHECKS
                      AND DEPOSITS; SPECIAL CORPORATE ACTS

             5.01.     Contracts.  The Board of Directors may authorize any
   officer or officers, agent or agents, to enter into any contract or
   execute or deliver any instrument in the name of and on behalf of the
   corporation, and such authorization may be general or confined to specific
   instances.  In the absence of other designation, all deeds, mortgages and
   instruments of assignment or pledge made by the corporation shall be
   executed in the name of the corporation by the President or one of the
   Vice Presidents and by the Secretary, an Assistant Secretary, the
   Treasurer or an Assistant Treasurer; the Secretary or an Assistant
   Secretary, when necessary or required, shall affix the corporate seal, if
   any, thereto; and when so executed no other party to such instrument or
   any third party shall be required to make any inquiry into the authority
   of the signing officer or officers.

             5.02.     Loans.  The President, or any officer designated by
   the President, shall have the power to contract on behalf of the
   corporation, and issue evidences of indebtedness, for indebtedness for
   borrowed money not exceeding Five Hundred Thousand Dollars ($500,000)
   without further authorization or approval of the Board of Directors.  No
   indebtedness for borrowed money over such amount shall be contracted on
   behalf of the corporation and no evidences of such indebtedness shall be
   issued in its name unless authorized by or under the authority of a
   resolution of the Board of Directors.  Such authorization may be general
   or confined to specific instances.

             5.03.     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 or under the authority of a resolution
   of the Board of Directors.

             5.04.     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 may be
   selected by or under the authority of a resolution of the Board of
   Directors.

             5.05.     Voting of Securities Owned by this Corporation.
   Subject to the specific directions of the Board of Directors, (a) any
   shares or other securities issued by any other corporation and owned or
   controlled by this corporation may be voted at any meeting of security
   holders of such other corporation by the President of this corporation if
   he be present, or in his absence by any Vice President of this corporation
   who may be present, and (b) whenever, in the judgment of the President, or
   in his absence, of any Vice President, it is desirable for this
   corporation to execute a proxy or written consent in respect to any shares
   or other securities issued by any other corporation and owned by this
   corporation, such proxy or consent shall be executed in the name of this
   corporation by the President or one of the Vice Presidents of this
   corporation, without necessity of any authorization by the Board of
   Directors, affixation of corporate seal, if any, or countersignature or
   attestation by another officer.  Any person or persons designated in the
   manner above stated as the proxy or proxies of this corporation shall have
   full right, power and authority to vote the shares or other securities
   issued by such other corporation and owned by this corporation the same as
   such shares or other securities might be voted by this corporation.

            ARTICLE VI.  CERTIFICATES FOR SHARES; TRANSFER OF SHARES

             6.01.     Certificates for Shares.  Certificates representing
   shares of the corporation shall be in such form, consistent with the
   Wisconsin Business Corporation Law, as shall be determined by the Board of
   Directors.  Such certificates shall be signed by the President or a Vice
   President and by the Secretary or an Assistant Secretary.  All
   certificates for shares shall be consecutively numbered or otherwise
   identified.  The name and address 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 stock transfer books of the corporation. 
   All certificates surrendered to the corporation for transfer shall be
   canceled and no new certificate shall be issued until the former
   certificate for a like number of shares shall have been surrendered and
   canceled, except as provided in Section 6.06.

             6.02.     Facsimile Signatures and Seal.  The seal of the
   corporation, if any, on any certificates for shares may be a facsimile. 
   The signature of the President or Vice President and the Secretary or
   Assistant Secretary upon a certificate may be facsimiles if the
   certificate is manually signed on behalf of a transfer agent, or a
   registrar, other than the corporation itself or an employee of the
   corporation.

             6.03.     Signature by Former Officers.  The validity of a share
   certificate is not affected if a person who signed the certificate (either
   manually or in facsimile) no longer holds office when the certificate is
   issued.

             6.04.     Transfer of Shares.  Prior to due presentment of a
   certificate for shares for registration of transfer the corporation may
   treat the registered owner of such shares as the person exclusively
   entitled to vote, to receive notifications and otherwise to have and
   exercise all the rights and power of an owner.  Where a certificate for
   shares is presented to the corporation with a request to register for
   transfer, the corporation shall not be liable to the owner or any other
   person suffering loss as a result of such registration of transfer if (a)
   there were on or with the certificate the necessary endorsements and (b)
   the corporation had no duty to inquire into adverse claims or has
   discharged any such duty.  The corporation may require reasonable
   assurance that such endorsements are genuine and effective and compliance
   with such other regulations as may be prescribed by or under the authority
   of the Board of Directors.

             6.05.     Restrictions on Transfer.  The face or reverse side of
   each certificate representing shares shall bear a conspicuous notation of
   any restriction imposed by the corporation upon the transfer of such
   shares.

             6.06.     Lost, Destroyed or Stolen Certificates.  Where the
   owner claims that certificates for shares have been lost, destroyed or
   wrongfully taken, a new certificate shall be issued in place thereof if
   the owner (a) so requests before the corporation has notice that such
   shares have been acquired by a bona fide purchaser; (b) files with the
   corporation a sufficient indemnity bond if required by the Board of
   Directors or any principal officer; and (c) satisfies such other
   reasonable requirements as may be prescribed by or under the authority of
   the Board of Directors.

             6.07.     Consideration for Shares.  The Board of Directors may
   authorize shares to be issued for consideration consisting of any tangible
   or intangible property or benefit to the corporation, including cash,
   promissory notes, services performed, contracts for services to be
   performed or other securities of the corporation.  Before the corporation
   issues shares, the Board of Directors shall determine that the
   consideration received or to be received for the shares to be issued is
   adequate.  The determination of the Board of Directors is conclusive
   insofar as the adequacy of consideration for the issuance of shares
   relates to whether the shares are validly issued, fully paid and
   nonassessable.  The corporation may place in escrow shares issued in whole
   or in part for a contract for future services or benefits, a promissory
   note, or otherwise for property to be issued in the future, or make other
   arrangements to restrict the transfer of the shares, and may credit
   distributions in respect of the shares against their purchase price, until
   the services are performed, the benefits or property are received or the
   promissory note is paid.  If the services are not performed, the benefits
   or property are not received or the promissory note is not paid, the
   corporation may cancel, in whole or in part, the shares escrowed or
   restricted and the distributions credited.

             6.08.     Stock Regulations.  The Board of Directors shall have
   the power and authority to make all such further rules and regulations not
   inconsistent with law as it may deem expedient concerning the issue,
   transfer and registration of shares of the corporation.

                               ARTICLE VII.  SEAL

             7.01.     The corporation shall have no corporate seal unless
   otherwise determined by the Board of Directors.

                         ARTICLE VIII.  INDEMNIFICATION

             8.01.     Certain Definitions.  All capitalized terms used in
   this Article VIII and not otherwise hereinafter defined in this Section
   8.01 shall have the meaning set forth in Section 180.0850 of the Statute. 
   The following capitalized terms (including any plural forms thereof) used
   in this Article VIII shall be defined as follows:

             (a)  "Affiliate" shall include, without limitation, any
   corporation, partnership, joint venture, employee benefit plan, trust or
   other enterprise that directly or indirectly through one or more
   intermediaries, controls or is controlled by, or is under common control
   with, the Corporation.

             (b)  "Authority" shall mean the entity selected by the Director
   or Officer to determine his or her right to indemnification pursuant to
   Section 8.04.


             (c)  "Board" shall mean the entire then elected and serving
   Board of Directors of the Corporation, including all members thereof who
   are Parties to the subject Proceeding or any related Proceeding.

             (d)  "Breach of Duty" shall mean the Director or Officer
   breached or failed to perform his or her duties to the Corporation and his
   or her breach of or failure to perform those duties is determined, in
   accordance with Section 8.04, to constitute misconduct under Section
   180.0851(2) (a) 1, 2,3 or 4 of the Statute.

             (e)  "Corporation," as used herein and as defined in the Statute
   and incorporated by reference into the definitions of certain other
   capitalized terms used herein, shall mean this Corporation, including,
   without limitation, any successor corporation or entity to this
   Corporation by way of merger, consolidation or acquisition of all or
   substantially all of the capital stock or assets of this Corporation.

             (f)  "Director or Officer" shall have the meaning set forth in
   the Statute; provided, that, for purposes of this Article VIII, it shall
   be conclusively presumed that any Director or Officer serving as a
   director, officer, partner, trustee, member of any governing or decision-
   making committee, employee or agent of an Affiliate shall be so serving at
   the request of the Corporation.

             (g)  "Disinterested Quorum" shall mean a quorum of the Board who
   are not Parties to the subject Proceeding or any related Proceeding.

             (h)  "Party" shall have the meaning set forth in the Statute;
   provided, that, for purposes of this Article VIII, the term "Party" shall
   also include any Director or Officer or employee of the Corporation who is
   or was a witness in a Proceeding at a time when he or she has not
   otherwise been formally named a Party thereto.

             (i)  "Proceeding" shall have the meaning set forth in the
   Statute; provided, that, in accordance with Section 180.0859 of the
   Statute and for purposes of this Article VIII, the term "Ping" shall also
   include all Proceedings (i) brought under (in whole or in part) the
   Securities Act of 1933, as amended, the Securities Exchange Act of 1934,
   as amended, their respective state counterparts, and"or any rule or
   regulation promulgated under any of the foregoing; (ii) brought before an
   Authority or otherwise to enforce rights hereunder; (iii) any appeal from
   a Proceeding; and (iv) any Proceeding in which the Director or Officer is
   a plaintiff or petitioner because he or she is a Director or Officer;
   provided, however, that any such Proceeding under this subsection (iv)
   must be authorized by a majority vote of a Disinterested Quorum.

             (j)  "Statute" shall mean Sections 180.0850 through 180.0859,
   inclusive, of the Wisconsin Business Corporation Law, Chapter 180 of the
   Wisconsin Statutes, as the same shall then be in effect, including any
   amendments thereto, but, in the case of any such amendment, only to the
   extent such amendment permits or requires the Corporation to provide
   broader indemnification rights than the Statute permitted or required the
   Corporation to provide prior to such amendment.

             8.02.     Mandatory Indemnification of Directors and Officers. 
   To the fullest extent permitted or required by the Statute, the
   Corporation shall indemnify a Director or Officer against all Liabilities
   incurred by or on behalf of such Director or Officer in connection with a
   Proceeding in which the Director or Officer is a Party because he or she
   is a Director or Officer.

             8.03.     Procedural Requirements.

             (a)  A Director or Officer who seeks indemnification under
   Section 8.02 shall make a written request therefor to the Corporation. 
   Subject to Section 8.03(b), within sixty days of the Corporation's receipt
   of such request, the Corporation shall pay or reimburse the Director or
   Officer for the entire amount of Liabilities incurred by the Director or
   Officer in connection with the subject Proceeding (net of any Expenses
   previously advanced pursuant to Section 8.05).

             (b)  No indemnification shall be required to be paid by the
   Corporation pursuant to Section 8.02 if, within such sixty-day period, (i)
   a Disinterested Quorum, by a majority vote thereof, determines that the
   Director or Officer requesting indemnification engaged in misconduct
   constituting a Breach of Duty or (ii) a Disinterested Quorum cannot be
   obtained.

             (c)  In either case of nonpayment pursuant to Section 8.03(b),
   the Board shall immediately authorize by resolution that an Authority, as
   provided in Section 8.04, determine whether the Director's or Officer's
   conduct constituted a Breach of Duty and, therefore, whether
   indemnification should be denied hereunder.

             (d)  (i) If the Board does not authorize an Authority to
   determine the Director's or Officer's right to indemnification hereunder
   within such sixty-day period and"or (ii) if indemnification of the
   requested amount of Liabilities is paid by the Corporation, then it shall
   be conclusively presumed for all purposes that a Disinterested Quorum has
   affirmatively determined that the Director or Officer did not engage in
   misconduct constituting a Breach of Duty and, in the case of subsection
   (i) above (but not subsection (ii)), indemnification by the Corporation of
   the requested amount of Liabilities shall be paid to the Director or
   Officer immediately.

             8.04.     Determination of Indemnification.

             (a)  If the Board authorizes an Authority to determine a
   Director's or Officer's right to indemnification pursuant to Section 8.03,
   then the Director or Officer requesting indemnification shall have the
   absolute discretionary authority to select one of the following as such
   Authority:

             (i)  An independent legal counsel; provided, that such
        counsel shall be mutually selected by such Director or Officer
        and by a majority vote of a Disinterested Quorum or, if a
        Disinterested Quorum cannot be obtained, then by a majority vote
        of the Board;

             (ii)   A panel of three arbitrators selected from the
        panels of arbitrators of the American Arbitration Association in
        Wisconsin; provided, that (A) one arbitrator shall be selected
        by such Director or Officer, the second arbitrator shall be
        selected by a majority vote of a Disinterested Quorum or, if a
        Disinterested Quorum cannot be obtained, then by a majority vote
        of the Board, and the third arbitrator shall be selected by the
        two previously selected arbitrators, and (B) in all other
        respects (other than this Article VIII), such panel shall be
        governed by the American Arbitration Association's then existing
        Commercial Arbitration Rules; or

             (iii)  A court pursuant to and in accordance with Section
        180.0854 of the Statute.

             (b)  In any such determination by the selected Authority there
   shall exist a rebuttable presumption that the Director's or Officer's
   conduct did not constitute a Breach of Duty and that indemnification
   against the requested amount of Liabilities is required.  The burden of
   rebutting such a presumption by clear and convincing evidence shall be on
   the Corporation or such other party asserting that such indemnification
   should not be allowed.

             (c)  The Authority shall make its determination within sixty
   days of being selected and shall submit a written opinion of its
   conclusion simultaneously to both the Corporation and the Director or
   Officer.

             (d)  If the Authority determines that indemnification is
   required hereunder, the Corporation shall pay the entire requested amount
   of Liabilities (net of any Expenses previously advanced pursuant to
   Section 8.05), including interest thereon at a reasonable rate, as
   determined by the Authority, within ten days of receipt of the Authority's
   opinion; provided, that, if it is determined by the Authority that a
   Director or Officer is entitled to indemnification against Liabilities'
   incurred in connection with some claims, issues or matters, but not as to
   other claims, issues or matters, involved in the subject Proceeding, the
   Corporation shall be required to pay (as set forth above) only the amount
   of such requested Liabilities as the Authority shall deem appropriate in
   light of all of the circumstances of such Proceeding.

             (e)  The determination by the Authority that indemnification is
   required hereunder shall be binding upon the Corporation regardless of any
   prior determination that the Director or Officer engaged in a Breach of
   Duty.

             (f)  All Expenses incurred in the determination process under
   this Section 8.04 by either the Corporation or the Director or Officer,
   including, without limitation, all Expenses of the selected Authority,
   shall be paid by the Corporation.

             8.05.     Mandatory Allowance of Expenses.

             (a)  The Corporation shall pay or reimburse from time to time or
   at any time, within ten days after the receipt of the Director's or
   Officer's written request therefor, the reasonable Expenses of the
   Director or Officer as such Expenses are incurred; provided, the following
   conditions are satisfied:

             (i)  The Director or Officer furnishes to the Corporation
        an executed written certificate affirming his or her good faith
        belief that he or she has not engaged in misconduct which
        constitutes a Breach of Duty; and

             (ii)  The Director or Officer furnishes to the Corporation
        an unsecured executed written agreement to repay any advances
        made under this Section 8.05 if it is ultimately determined by
        an Authority that he or she is not entitled to be indemnified by
        the Corporation for such Expenses pursuant to Section 8.04.

             (b)  If the Director or Officer must repay any previously
   advanced Expenses pursuant to this Section 8.05, such Director or Officer
   shall not be required to pay interest on such amounts.

             8.06 Indemnification and Allowance of Expenses of Certain
   Others.

             (a)  The Board may, in its sole and absolute discretion a it
   deems appropriate, pursuant to a majority vote thereof, indemnify a
   director or officer of an Affiliate (who is not otherwise serving as a
   Director or Officer) against all Liabilities, and shall advance the
   reasonable Expenses, incurred by such director or officer in a Proceeding
   to the same extent hereunder as if such director or officer incurred such
   Liabilities because he or she was a Director or Officer, if such director
   or officer is a Party thereto because he or she is or was a director or
   officer of the Affiliate.

             (b)  The Corporation shall indemnify an employee who is not a
   Director or Officer, to the extent he or she ha been successful on the
   merits or otherwise in defense of a Proceeding, for all Expenses incurred
   in the Proceeding if the employee was a Party because he or she was an
   employee of the Corporation.

             (c)  The Board may, in its sole and absolute discretion as it
   deems appropriate, pursuant to a majority vote thereof, indemnify (to the
   extent not otherwise provided in Section 8.06(b) hereof, against
   Liabilities incurred by, and/or provide for the allowance of reasonable
   Expenses of, an employee or authorized agent of the Corporation acting
   within the scope of his or her duties as such and who is not otherwise a
   Director or Officer.

             8.07.     Insurance.  The Corporation may purchase and maintain
   insurance on behalf of a Director or Officer or any individual who is or
   was an employee or authorized agent of the Corporation against any
   Liability asserted against or incurred by such individual in his or her
   capacity as such or arising from his or her status as such, regardless of
   whether the Corporation is required or permitted to indemnify against any
   such Liability under this Article VIII.

             8.08.     Notice to the Corporation.  A Director, Officer or
   employee shall promptly notify the Corporation in writing when he or she
   has actual knowledge of a Proceeding which may result in a claim of
   indemnification against Liabilities or allowance of Expenses hereunder,
   but the failure to do so shall not relieve the Corporation of any
   liability to the Director, Officer or employee hereunder unless the
   Corporation shall have been irreparably prejudiced by such failure (as
   determined, in the case of Directors or Officers only, by an Authority
   selected pursuant to Section 8.04(a)).

             8.09.     Severability.  If any provision of this Article VIII
   shall be deemed invalid or inoperative, or if a court of competent
   jurisdiction determines that any of the provisions of this Article VIII
   contravene public policy, this Article VIII shall be construed so that the
   remaining provisions shall not be affected, but shall remain in full force
   and effect, and any such provisions which are invalid or inoperative or
   which contravene public policy shall be deemed, without further action or
   deed by or on behalf of the Corporation, to be modified, amended and/or
   limited, but only to the extent n to render the same valid and
   enforceable; it being understood that it is the Corporation's intention to
   provide the Directors and Officers with the broadest possible protection
   against personal liability allowable under the Statute.

             8.10.     Nonexclusivity of Article VIII.  The rights of a
   Director, Officer or employee (or any other person) granted under this
   Article VIII shall not be deemed exclusive of any other rights to
   indemnification against Liabilities or allowance of Expenses which the
   Director, Officer or employee (or such other person) may be entitled to
   under any written agreement, Board resolution, vote of shareholders of the
   Corporation or otherwise, including, without limitation, under the
   Statute.  Nothing contained in this Article VIII shall be deemed to limit
   the Corporation's obligations to indemnify against Liabilities or allow
   Expenses to a Director, Officer or employee under the Statute.

             8.11.     Contractual Nature of Article VIII; Repeal or
   Limitation of Rights.  This Article VIII shall be deemed to be a contract
   between the Corporation and each Director, Officer and employee of the
   Corporation and any repeal or other limitation of this Article VIII or any
   repeal or limitation of the Statute or any other applicable law shall not
   limit any rights of indemnification against Liabilities or allowance of
   Expenses then existing or arising out of events, acts or omissions
   occurring prior to such repeal or limitation, including, without
   limitation, the right to indemnification against Liabilities or allowance
   of Expenses for Proceedings commenced after such repeal or limitation to
   enforce this Article VIII with regard to acts, omissions or events arising
   prior to such repeal or limitation.

                       ARTICLE IX.  CONFLICTS OF INTEREST

             9.01.     Conflict of Interest Policy.  No director, officer or
   other employee of the corporation shall acquire a cranberry producing
   property or a controlling interest in any entity which owns or operates
   such a property without first offering the opportunity to purchase such
   property or controlling interest to the corporation.  This prohibition is
   not applicable to such properties or interests owned by any director,
   officer or employee of the corporation prior to the date of incorporation
   of this corporation.  This Section 9.01 may only be amended or deleted
   pursuant to a vote of the corporation's shareholders.

                             ARTICLE X.  AMENDMENTS

             10.01.    By Shareholders.  These bylaws may be amended or
   repealed and new bylaws may be adopted by the shareholders at any annual
   or special meeting of the shareholders at which a quorum is in attendance.

             10.02.    By Directors.  Except as otherwise provided by the
   Wisconsin Business Corporation Law or the articles of incorporation, these
   bylaws may also be amended or repealed and new bylaws may be adopted by
   the Board of Directors; provided, however, that the shareholders in
   adopting, amending or g a particular bylaw may provide therein that the
   Board of Directors may not amend, repeal or readopt that bylaw.

             10.03.    Implied Amendments.  Any action taken or authorized by
   the shareholders or by the Board of Directors which would be inconsistent
   with the bylaws then in effect but which is taken or authorized by native
   vote of not less than the number of votes or the number of directors
   required to amend the bylaws so that the bylaws would be consistent with
   such action shall be given the same effect as though the bylaws had been
   temporarily amended or suspended so far, but only so far, as is necessary
   to permit the specific action so taken or authorized.