CODE OF REGULATIONS

                               OF

                 AMERICAN FINANCIAL GROUP, INC.



                           ARTICLE I

                          Shareholders


Section  1.      Annual  Meetings.  The  Annual  Meeting  of  the
Shareholders of this Corporation, for the election of  the  Board
of  Directors and the transaction of such other business  as  may
properly  be  brought before such meeting, shall be held  at  the
time, date and place designated by the Board of Directors or,  if
it  shall  so  determine, by the Chairman of  the  Board  or  the
President.  If the Annual Meeting is not held or if Directors are
not elected thereat, a Special Meeting may be called and held for
that purpose.

Section  2.     Special Meetings.  Special meetings of the  Share
holders  may  be  held on any business day  when  called  by  the
Chairman of the Board, the President, a majority of Directors, or
persons  holding  twenty  percent of  all  voting  power  of  the
Corporation and entitled to vote at such meeting.

Section  3.      Place of Meetings.  Any meeting of  Shareholders
may be held at such place within or without the State of Ohio  as
may be designated in the Notice of said meeting.

Section 4.     Notice of Meeting and Waiver of Notice

          4.1  Notice.  Written notice of the time, place and pur
     poses of any meeting of Shareholders shall be given to  each
     Shareholder  entitled thereto not less than seven  (7)  days
     nor  more than sixty (60) days before the date fixed for the
     meeting  and  as  prescribed by law.  Such notice  shall  be
     given  either  by  personal delivery or mail  to  the  Share
     holders at their respective addresses as they appear on  the
     records of the Corporation.  Notice shall be deemed to  have
<PAGE>
          
      been given on the day mailed.  If any meeting is adjourned
     to another time or place, no notice as to such adjourned
     meeting need be given other than by announcement at the
     meeting at which such an adjournment is taken.  No business
     shall be transacted at any such adjourned meeting except as
     might have been lawfully transacted at the meeting at which
     such adjournment was taken.
     
          4.2   Notice to Joint Owners.  All notices with respect
     to  any  shares to which persons are entitled  by  joint  or
     common  ownership may be given to that one of  such  persons
     who  is named first upon the books of this Corporation,  and
     notice so given shall be sufficient notice to all the  holde
     rs of such shares.

          4.3   Waiver.  Notice of any meeting may be  waived  in
     writing  by  any  Shareholder either  before  or  after  any
     meeting, or by attendance at such meeting without protest to
     its commencement.

Section 5.     Shareholders Entitled to Notice and to Vote.  If a
record date shall not be fixed, the record date for the determina
tion  of  Shareholders entitled to notice of or to  vote  at  any
meeting  of  Shareholders shall be the close of business  on  the
twentieth day prior to the date of the meeting and only Sharehold
ers of record at such record date shall be entitled to notice  of
and to vote at such meeting.

Section  6.      Quorum  and  Voting.   The  holders  of   shares
entitling them to exercise a majority of the voting power of  the
Corporation,  present in person or by proxy, shall  constitute  a
quorum for any meeting.  The Shareholders present in person or by
proxy,  whether  or  not  a quorum be present,  may  adjourn  the
meeting   from  time  to  time  without  notice  other  than   by
announcement at the meeting.


                               -2-
<PAGE>

     In   any   other  matter  brought  before  any  meeting   of
Shareholders,  the  affirmative vote of  the  holders  of  shares
representing a majority of the votes actually cast shall  be  the
act  of  the  Shareholders  provided,  however,  that  no  action
required  by  law,  the  Articles, or  these  Regulations  to  be
authorized or taken by the holders of a designated proportion  of
the  shares  of the Corporation may be authorized or taken  by  a
lesser proportion.

Section 7.     Organization of Meetings.

          7.1  Presiding Officer.  The Chairman of the Board,  or
     in  his  absence the President, or the person designated  by
     the  Board  of  Directors, shall call all  meetings  of  the
     Shareholders to order and shall act as Chairman thereof;  if
     all are absent, the Shareholders shall elect a Chairman.

7.2   Minutes.   The  Secretary of the  Corporation,  or  in  his
absence,  an Assistant Secretary, or, in the absence of  both,  a
person  appointed by the Chairman of the meeting,  shall  act  as
Secretary of the meeting and shall keep and make a record of  the
proceedings thereat.

Section 8.     Voting.  Except as provided by statute or  in  the
Articles, every Shareholder entitled to vote shall be entitled to
cast  one vote on each proposal submitted to the meeting for each
share held of record on the record date for the determination  of
the Shareholders entitled to vote at the meeting.  At any meeting
at  which  a quorum is present, all questions and business  which
may come before the meeting shall be determined by a majority  of
votes cast, except when a greater proportion is required by  law,
the Articles, or these Regulations.

Section  9.      Proxies.  A person who is entitled to  attend  a
Shareholders'  meeting, to vote thereat, or to execute  consents,
waivers and releases, may be represented at such meeting or  vote
thereat, and execute consents, waivers, and releases and exercise
any  of  his rights, by proxy or proxies appointed by  a  writing
signed  by such person, or by his duly authorized attorney  which
may   be  transmitted  physically,  by  facsimile  or  by   other
electronic medium.

                               -3-
<PAGE>

Section  10.    List of Shareholders.  At any meeting of Sharehol
ders a list of Shareholders, alphabetically arranged, showing the
number  and  classes of shares held by each on  the  record  date
applicable  to such meeting, shall be produced on the request  of
any Shareholder.


                           ARTICLE II

                           Directors

Section 1.     General Powers.

     The  authority of this Corporation shall be exercised by  or
under  the direction of the Board of Directors, except where  the
law,  the  Articles  or these Regulations require  action  to  be
authorized or taken by the Shareholders.

Section 2.     Election, Number and Qualification of Directors.

     2.1  Election.  The Directors shall be elected at the annual
meeting  of the Shareholders, or if not so elected, at a  special
meeting  of  Shareholders  called for  that  purpose.   The  only
candidates  who  shall be eligible for election at  such  meeting
shall be those who have been nominated by or at the direction  of
the Board of Directors (which nominations shall be either made at
such  meeting  or disclosed in a proxy statement,  or  supplement
thereto, distributed to Shareholders for such meeting or  at  the
direction  of  the Board of Directors) and those  who  have  been
nominated at such meeting by a Shareholder who has complied  with
the  procedures  set forth in this Section 2.  A Shareholder  may
make  a  nomination  for  the office of  director  only  if  such
Shareholder has first delivered or sent by certified mail, return
receipt requested, to the Secretary of the Corporation notice  in
writing at least five and no more than thirty days prior to  such
meeting  of  Shareholders, which notice shall  set  forth  or  be
accompanied  by  (a) the name and residence of such  Shareholder;
(b)  a representation that such Shareholder is a holder of record
of  voting  stock  of the Corporation and intends  to  appear  in
person  or  by  proxy at such meeting to nominate the  person  or
persons  specified in the notice; (c) the name and  residence  of
each  such nominee; and (d) the consent of such nominee to  serve
as director if so elected.
     
                               -4-
<PAGE>

     2.2   Number.  The number of Directors, which shall  not  be
less  than  the lesser of three or the number of Shareholders  of
record,  may be fixed or changed at a meeting of the Shareholders
called for the purpose of electing Directors at which a quorum is
present, by the affirmative vote of the holders of a majority  of
the  shares  represented at the meeting and entitled to  vote  on
such proposal.  In addition, the number of Directors may be fixed
or  changed by action of the Directors at any meeting at which  a
quorum is present by a majority vote of the Directors present  at
the   meeting.   The  Directors  then  in  office  may  fill  any
Director's office that is created by an increase in the number of
Directors.  The number of Directors elected shall be deemed to be
the   number  of  Directors  fixed  unless  otherwise  fixed   by
resolution  adopted  at the meeting at which such  Directors  are
elected.

     2.3  Qualifications.  Directors need not be Shareholders  of
the Corporation.

Section 3.     Term of Office of Directors.

     3.1   Term.  Each Director shall hold office until the  next
annual  meeting of the Shareholders and until his  successor  has
been  elected  or  until  his earlier resignation,  removal  from
office,  or  death.   Directors shall be subject  to  removal  as
provided  by  statute or by other lawful procedures  and  nothing
herein  shall be construed to prevent the removal of any  or  all
Directors in accordance therewith.

     3.2  Resignation.  A resignation from the Board of Directors
shall  be  deemed  to  take  effect immediately  upon  its  being
received by any incumbent corporate officer other than an officer
who  is  also the resigning Director, unless some other  time  is
specified therein.

     3.3   Vacancy.  In the event of any vacancy in the Board  of
Directors  for any reason, the remaining Directors,  though  less
than a majority of the whole Board, may fill any such vacancy for
the unexpired term.
     
     
     
                               -5-
<PAGE>

Section 4.     Meetings of Directors.

     4.1   Regular  Meetings.  Regular meetings of the  Board  of
Directors shall be held at such times and places as may be  fixed
by the Directors.


     4.2   Special  Meetings.  Special Meetings of the  Board  of
Directors  may be held at any time upon call of the  Chairman  of
the  Board, the President, any Vice President, or any  two  Direc
tors.

     4.3  Place of Meeting.  Any meeting of Directors may be held
at  such  place  within or without the State of Ohio  as  may  be
designated in the notice of said meeting.

     4.4   Notice of Meeting and Waiver of Notice.  Notice of the
time and place of any regular or special meeting of the Board  of
Directors  shall be given to each Director by personal  delivery,
telephone,  facsimile transmission or mail at  least  forty-eight
hours  before  the  meeting, which notice need  not  specify  the
purpose of the meeting.

Section 5.     Quorum and Voting.

     At  any meeting of Directors, not less than one-half of  the
whole authorized number of Directors is necessary to constitute a
quorum  for such meeting, except that a majority of the remaining
Directors  in  office  shall constitute a quorum  for  filling  a
vacancy  in  the  Board.  At any meeting at  which  a  quorum  is
present, all acts, questions, and business which may come  before
the  meeting shall be determined by a majority of votes  cast  by
the  Directors  present at such meeting, unless  the  vote  of  a
greater number is required by the Articles or Regulations.

Section 6.     Committees.

     6.1   Appointment.  The Board of Directors may from time  to
time  appoint  certain of its members to act as  a  committee  or
committees in the intervals between meetings of the Board and may
     
     
                               -6-
<PAGE>

delegate  to  such committee or committees power to be  exercised
under  the  control and direction of the Board.   Each  committee
shall  be  composed of at least three directors unless  a  lesser
number  is  allowed by law.  Each such committee and each  member
thereof shall serve at the pleasure of the Board.

     6.2   Executive  Committee.   In particular,  the  Board  of
Directors  may create from its membership and define  the  powers
and  duties  of  an  Executive Committee.  During  the  intervals
between meetings of the Board of Directors, the Executive  Commit
tee shall possess and may exercise all of the powers of the Board
of  Directors in the management and control and the  business  of
the
Corporation to the extent permitted by law.  All action taken  by
the  Executive  Committee  shall be  reported  to  the  Board  of
Directors at its first meeting thereafter.

     6.3   Committee  Action.  Unless otherwise provided  by  the
Board  of  Directors, a majority of the members of any  committee
appointed  by  the Board of Directors pursuant  to  this  Section
shall constitute a quorum at any meeting thereof and the act of 
a majority of the members  present at a meeting at which a quorum 
is present  shall be the act of such committee.  Any such 
committee shall prescribe its own rules for calling and holding 
meetings and its method of procedure,  subject  to  any rules 
prescribed  by  the  Board  of Directors, and shall keep a written 
record of all action taken by it.

Section 7.     Action of Directors Without a Meeting.

     Any  action which may be taken at a meeting of Directors  or
any  committee  thereof  may  be  taken  without  a  meeting   if
authorized  by a writing or writings signed by all the  Directors
or  all of the members of the particular committee, which writing
or  writings  shall be filed or entered upon the records  of  the
Corporation.
     

                               -7-
<PAGE>

Section 8.     Compensation of Directors.

     The  Board  of Directors may allow compensation to directors
for performance of their duties and for attendance at meetings or
for  any  special services, may allow compensation to members  of
any committee, and may reimburse any Director for his expenses in
connection with attending any Board or committee meeting.

Section 9.     Relationship with Corporation.

     Directors shall not be barred from providing professional or
other  services  to  the  Corporation.  No  contract,  action  or
transaction  shall be void or voidable with respect  to  the  Cor
poration for the reason that it is between or affects the Corpora
tion and one or more of its Directors, or between or affects  the
Corporation  and any other person in which one  or  more  of  its
Directors are directors, trustees or officers or have a financial
or  personal interest, or for the reason that one or  more  inter
ested  Directors  participate in or vote at the  meeting  of  the
Directors  or  committee thereof that authorizes  such  contract,
action  or  transaction, if in any such case any of the following
apply:

     9.1  the material facts as to the Director's relationship or
interest  and  as  to  the contract, action  or  transaction  are
disclosed or are known to the Directors or the committee and  the
Directors  or  committee, in good faith, reasonably justified  by
such facts,  authorize  the  contract, action or  transaction  by  
the affirmative  vote  of a majority of the disinterested  
Directors, even though the disinterested Directors constitute less  
than a quorum;

     9.2  the material facts as to the Director's relationship or
interest  and  as  to  the contract, action  or  transaction  are
disclosed  or  are  known to the shareholders  entitled  to  vote
thereon  and  the contract, action or transaction is specifically
approved  at a meeting of the shareholders held for such  purpose
by  the affirmative vote of the holders of shares entitling  them
to  exercise  a  majority of the voting power of the  Corporation
held  by  persons  not  interested in  the  contract,  action  or
transaction; or
     
                               -8-
<PAGE>

     9.3   the contract, action or transaction is fair as to  the
Corporation  as of the time it is authorized or approved  by  the
Directors, a committee thereof or the shareholders.

Section 10.    Attendance at Meetings of Persons
               Who Are Not Directors

     Unless waived by a majority of Directors in attendance,  not
less  than  twenty-four (24) hours before any regular or  special
meeting  of the Board of Directors, any Director who desires  the
presence at such meeting of a person who is not a Director  shall
so  notify  all  other Directors, request the  presence  of  such
person  at  the  meeting, and state the reason in writing.   Such
person  will  not  be permitted to attend the Directors'  meeting
unless  a  majority of the Directors in attendance vote to  admit
such person to the meeting.  Such vote shall constitute the first
order of business for any such meeting of the Board of Directors.
Such  right to attend, whether granted by waiver or vote, may  be
revoked  at  any time during any such meeting by the  vote  of  a
majority of the Directors in attendance.


                          ARTICLE III

                            Officers

Section 1.     General Provisions.

     The  Board of Directors shall elect a President, a Secretary
and  a  Treasurer, and may elect a Chairman of the Board, a Chief
Executive  Officer, one or more Vice Presidents, and  such  other
officers  and  assistant officers as the Board may from  time-to-
time deem necessary.  The Chairman of the Board, if any, shall be
a  Director,  but none of the other officers need be a  Director.
Any  two or more offices may be held by the same person,  but  no
officer  shall  execute, acknowledge or verify any instrument  in
more  than  one  capacity if such instrument is  required  to  be
executed, acknowledged or verified by two or more officers.
     
     
     
                               -9-

<PAGE>

Section 2.     Powers and Duties.

     All  officers,  as  between themselves and the  Corporation,
shall respectively have such authority and perform such duties as
are  customarily incident to their respective offices, and as may
be  specified from time to time by the Board of Directors, regard
less  of  whether such authority and duties are customarily  inci
dent  to  such  office.  The Chief Executive Officer  shall  also
serve either
as  Chairman  of  the Board or President and shall  have  plenary
power  over  the  business and activities of the Corporation  and
over its officers and employees, subject, however, to the control
of  the  Board of Directors and any limitations thereon contained
in  these Regulations.  In the absence of any officer of the  Cor
poration, or for any other reason the Board of Directors may deem
sufficient, the powers or duties of such officer, or any of  them
may  be  delegated to any other officer or to any Director.   The
Board  of Directors may from time to time delegate to any officer
authority to appoint and remove subordinate officers and  to  pre
scribe their authority and duties.

Section 3.     Term of Office and Removal.

     3.1   Term.   Each  officer  of the Corporation  shall  hold
office at the pleasure of the Board of Directors.

     3.2  Removal.  The Board of Directors may remove any officer
at  any time with or without cause by the affirmative vote  of  a
majority of Directors in office.

Section 4.     Compensation of Officers.

     The  Directors shall establish the compensation of  officers
and  employees  or  may,  to the extent not  prohibited  by  law,
delegate  such authority to one or more officers or Directors  as
they determine.


                              -10-
<PAGE>

                           ARTICLE IV

                        Indemnification

Section 1.     Right to Indemnification.

     Each  person who was or is made a party or is threatened  to
be  made  a party to or is otherwise involved (including, without
limitation,  as  a  witness) in any actual or threatened  action,
suit, or proceeding, whether civil, criminal, administrative,  or
investigative (hereinafter a "proceeding"), by reason of the fact
that he or she is or was a director or officer of the Corporation
or  that, being or having been such a director or officer of  the
Corporation,  he or she is or was serving at the  request  of  an
executive  officer  of  the Corporation as a  director,  officer,
partner,  employee,  or  agent of another  corporation  or  of  a
partnership, joint venture, trust, limited liability company,  or
other  enterprise, including service with respect to an  employee
benefit plan (hereinafter an "indemnitee"), whether the basis  of
such proceeding is alleged action in an official capacity as such
a  director,  officer,  partner, employee,  or  agent,  shall  be
indemnified  and held harmless by the Corporation to the  fullest
extent  permitted by the General Corporation Law of Ohio, as  the
same exists or may hereafter be amended (but, in the case of  any
such  amendment,  only to the extent that such amendment  permits
the  Corporation to provide broader indemnification  rights  than
permitted prior thereto), or by other applicable law as  then  in
effect,  against  all  expense, liability, and  loss  (including,
without  limitation,  attorneys' fees,  costs  of  investigation,
judgments,  fines,  excise taxes or penalties arising  under  the
Employee  Retirement  Income Security Act of  1974  ("ERISA")  or
other  federal  or state acts) actually incurred or  suffered  by
such  indemnitee in connection therewith and such indemnification
shall  continue  as  to an indemnitee who  has  ceased  to  be  a
director,  officer,  employee, or agent and shall  inure  to  the
benefit of the indemnitee's heirs, executors, and administrators.
Except  as  provided  in  Section 2 with respect  to  proceedings
seeking  to  enforce rights to indemnification,  the  Corporation
shall  indemnify  any  such  indemnitee  in  connection  with   a
proceeding (or part thereof) initiated by such indemnitee only if
such  proceeding (or part thereof) was authorized or ratified  by
the Board of Directors of the Corporation.


                              -11-
<PAGE>

     The  right  to indemnification conferred in this  Section  1
shall be a contract right and shall include the right to be  paid
by  the  Corporation the expenses incurred in defending any  such
proceeding  in  advance of its final disposition (hereinafter  an
"advancement of expenses").  An advancement of expenses  incurred
by an indemnitee in his or her capacity as a director, officer or
employee (and not in any other capacity in which service  was  or
is  rendered  by  such indemnitee including, without  limitation,
service  to  an  employee benefit plan) shall be made  only  upon
delivery to the Corporation of an undertaking, by or on behalf of
such  indemnitee to repay all amounts so advanced if it is proved
by  clear  and  convincing  evidence  in  a  court  of  competent
jurisdiction that his omission or failure to act involved an  act
or  omission undertaken with deliberate intent to cause injury to
the  Corporation  or undertaken with reckless disregard  for  the
best  interests of the Corporation.  An advancement  of  expenses
shall not be made if the Corporation's Board of Directors makes a
good   faith  determination  that  such  payment  would   violate
applicable law.

Section 2.     Right of Indemnitee to Bring Suit.

     If  a  claim  under Section 1 is not paid  in  full  by  the
Corporation  within thirty days after a written  claim  has  been
received by the Corporation, except in the case of a claim for an
advancement  of  expenses, in which case  the  applicable  period
shall  be  twenty days, the indemnitee may at any time thereafter
bring  suit against the Corporation to recover the unpaid  amount
of  the  claim.  If successful in whole or in part  in  any  such
suit,  or  in  a  suit brought by the Corporation to  recover  an
advancement  of expenses pursuant to the terms of an undertaking,
the  indemnitee shall also be entitled to be paid the expense  of
prosecuting  or  defending such suit.  The  indemnitee  shall  be
presumed to be entitled to indemnification under this Article  IV
upon submission of a written claim (and, in an action brought  to
enforce  a  claim  for  an  advancement of  expenses,  where  the
required  undertaking has been tendered to the Corporation),  and
thereafter  the  Corporation shall have the burden  of  proof  to
overcome  the presumption that the indemnitee is not so entitled.
Neither  the failure of the Corporation (including its  Board  of
Directors, independent legal counsel, or its shareholders) to
     
     
                              -12-
<PAGE>

have  made a determination prior to the commencement of such suit
that   indemnification  of  the  indemnitee  is  proper  in   the
circumstances,  nor  an actual determination by  the  Corporation
(including  its Board of Directors, independent legal counsel  or
its  shareholders)  that  the  indemnitee  is  not  entitled   to
indemnification  shall  be a defense to  the  suit  or  create  a
presumption that the indemnitee is not so entitled.

Section 3.     Nonexclusivity and Survival of Rights.

     The  rights  to  indemnification and to the  advancement  of
expenses  conferred in this Article IV shall not be exclusive  of
any  other  right which any person may have or hereafter  acquire
under  any  statute, provisions of the Articles of Incorporation,
Code   of   Regulations,  agreement,  vote  of  shareholders   or
disinterested directors, or otherwise.

     Notwithstanding any amendment to or repeal of  this  Article
IV,  or  of  any of the procedures established by  the  Board  of
Directors pursuant to Section 6, any indemnitee shall be entitled
to  indemnification in accordance with the provisions hereof  and
thereof  with respect to any acts or omissions of such indemnitee
occurring prior to such amendment or repeal.

     Without  limiting the generality of the foregoing paragraph,
the  rights to indemnification and to the advancement of expenses
conferred in this Article IV shall, notwithstanding any amendment
to  or  repeal  of this Article IV, inure to the benefit  of  any
person  who otherwise may be entitled to be indemnified  pursuant
to  this Article IV (or the estate or personal representative  of
such  person)  for  a  period of six years after  the  date  such
person's  service to or in behalf of the Corporation  shall  have
terminated  or for such longer period as may be required  in  the
event of a lengthening in the applicable statute of limitations.

Section 4.     Insurance, Contracts, and Funding.

     The  Corporation may maintain insurance, at its expense,  to
protect  itself and any director, officer, employee, or agent  of
the Corporation or another corporation, partnership, joint
     
     
                              -13-
<PAGE>

venture,   trust,  or  other  enterprise  against  any   expense,
liability, or loss, whether or not the Corporation would have the
power  to  indemnify such person against such expense, liability,
or   loss  under  the  General  Corporation  Law  of  Ohio.   The
Corporation  may  enter  into contracts with  any  indemnitee  in
furtherance of the provisions of this Article IV and may create a
trust  fund,  grant  a  security interest,  or  use  other  means
(including, without limitation, a letter of credit) to ensure the
payment   of  such  amounts  as  may  be  necessary   to   effect
indemnification as provided in this Article IV.

Section 5.     Indemnification of Employees and Agents
               of the Corporation.

     The  Corporation may, by action of its Board  of  Directors,
authorize  one  or  more executive officers to  grant  rights  to
advancement of expenses to employees or agents of the Corporation
on  such terms and conditions no less stringent than provided  in
Section  1  hereof  as such officer or officers deem  appropriate
under  the circumstances.  The Corporation may, by action of  its
Board   of   Directors,  grant  rights  to  indemnification   and
advancement  of  expenses to employees or  agents  or  groups  of
employees  or agents of the Corporation with the same  scope  and
effect  as the provisions of this Article IV with respect to  the
indemnification  and  advancement of expenses  of  directors  and
officers   of  the  Corporation;  provided,  however,   that   an
undertaking  shall  be  made  by an employee  or  agent  only  if
required by the Board of Directors.

Section 6.     Procedures for the Submission of Claims.

     The  Board  of Directors may establish reasonable procedures
for the submission of claims for indemnification pursuant to this
Article  IV,  determination  of the  entitlement  of  any  person
thereto,  and review of any such determination.  Such  procedures
shall  be  set forth in an appendix to these Code of  Regulations
and shall be deemed for all purposes to be a part hereof.



                              -14-
<PAGE>
                           ARTICLE V

                           Amendments

     This  Code  of Regulations may be amended by the affirmative
vote  or  the  written  consent of the Shareholders  entitled  to
exercise a majority of the voting power on such proposal.  If  an
amendment is adopted by written consent the Secretary shall  mail
a  copy  of  such  amendment  to each Shareholder  who  would  be
entitled  to vote thereon and did not participate in the adoption
thereof.   This  Code of Regulations may also be amended  by  the
affirmative  vote of a majority of the directors  to  the  extent
permitted by Ohio law at the time of such amendment.


                              -15-