AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                          NATIONAL WINE & SPIRITS, INC.

                             Adopted: June 13, 2000

                                    ARTICLE I

                            MEETINGS OF SHAREHOLDERS

     Section 1.1. Annual Meeting. The annual meeting of the shareholders for the
election of Directors,  and for the  transaction  of such other  business as may
properly  come before the meeting,  shall be held each year at 9:00 a.m., on the
second Tuesday in July, if such day is not a legal holiday, and if such day is a
legal  holiday,  then on the  next  following  business  day that is not a legal
holiday,  or at such  time and on such date as shall  otherwise  be fixed by the
Board of Directors  and  specified in the notice of such  meeting,  or waiver of
notice  thereof.  The failure to hold the annual meeting of the  shareholders at
the  designated  time shall not affect the validity of any  corporate  action or
result in the dissolution of the Corporation.

     Section 1.2. Special Meetings.  Special meetings of the shareholders  shall
be held if  called  by the  Chairman  of the Board of  Directors  (if any),  the
President,  a majority of the Board of Directors,  or by the written  demand(s),
describing the purpose or purposes of the meeting,  signed,  dated and delivered
to the Corporation's  Secretary by the holders of at least  twenty-five  percent
(25%)  of all of the  votes  entitled  to be cast on any  issue  proposed  to be
considered at the meeting.

     Section 1.3. Place of Meetings. Meetings of shareholders of the Corporation
shall be held at the principal office of the Corporation or at such other place,
within or without the State of Indiana, as may be specified in the notice of the
meeting, or waiver of notice thereof.

     Section 1.4. Notice of Meetings. Notice of the date, time and place of each
annual and special  shareholders'  meeting,  and a description of the purpose or
purposes  of such  meeting  if a  special  shareholders'  meeting  or  otherwise
required  by the Act or the  Articles  of  Incorporation,  shall be given by the
Secretary or an Assistant  Secretary  of the  Corporation,  or by the officer or
other persons who called the meeting,  to each shareholder of record entitled to
vote at such meeting,  and also to each shareholder not entitled to vote at such
meeting if required by the Act or the Articles of  Incorporation,  no fewer than
10 nor more  than 60 days  before  the date of the  meeting.  Such  notice  of a
meeting may be communicated to a shareholder in any of the following manners:

          (a) By written notice, in person, to such shareholder;
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          (b) By  written  notice  mailed  to such  shareholder  either by first
class,  certified,  or registered  United States mail,  postage  prepaid,  or by
private carrier service, fees prepaid or billed to the Corporation; or

          (c) In such other form and manner  authorized  by the Act (other  than
oral notice).

Written notice mailed to a shareholder in accordance  with paragraph (b) of this
Section 1.4 shall be  effective  when  mailed,  if  correctly  addressed  to the
shareholder's address shown in the Corporation's current record of shareholders.
Except as provided in the immediately  preceding sentence,  written notice shall
be effective at the earliest of the following:  (i) when received; (ii) five (5)
days after its mailing, as evidenced by the postmark or private carrier receipt,
if  correctly  addressed to the address of such  shareholder  listed in the most
current  records  of the  Corporation;  or (iii) on the date shown on the return
receipt,  if sent by registered or certified United States mail,  return receipt
requested, and the receipt is signed by or on behalf of such shareholder. Notice
of any such  meeting  may be waived  before or after the date and time stated in
the  notice by  delivering  a written  waiver of notice to the  Corporation  for
inclusion in the minutes or filing with the corporate  records.  A shareholder's
attendance  at a  meeting,  either in person or by duly  authorized  proxy:  (y)
waives  objection to lack of notice or defective  notice of the meeting,  unless
the  shareholder at the beginning of the meeting  objects to holding the meeting
or  transacting   business  at  the  meeting;   and  (z)  waives   objection  to
consideration  of a  particular  matter at the  meeting  that is not  within the
purpose or purposes  described  in the meeting  notice,  unless the  shareholder
objects to considering the matter when it is presented.

     Section 1.5.  Addresses  of  Shareholders.  The address of any  shareholder
appearing  upon the  records of the  Corporation  shall be deemed to be the same
address  as the latest  address of such  shareholder  appearing  on the  records
maintained  by  the  transfer  agent  for  the  class  of  stock  held  by  such
shareholder, or by the Corporation, if the Corporation has no transfer agent.

     Section 1.6. Record Date. For the purpose of determining  the  shareholders
entitled to notice of a shareholders'  meeting,  to demand a special meeting, to
vote, or to take any other action, the Board of Directors of the Corporation may
fix a date as the record  date for any such  determination,  which  record  date
shall  not be more  than 70 days  before  the  meeting  or  action  requiring  a
determination  of the  shareholders.  If the Board of  Directors  fails to fix a
record date as provided  herein,  the record date for  determining  shareholders
entitled to notice of and to vote at an annual or special  shareholders' meeting
shall be the close of business on the day before the first  notice is  delivered
to the shareholders.

     Section 1.7. Voting at Meetings.

          A.  Voting  Rights.  Except as  otherwise  provided  by the Act or the
Articles of  Incorporation,  each outstanding share shall be entitled to one (1)
vote on each matter voted on at a  shareholders'  meeting,  and any  outstanding
fractional  share  shall be  entitled  to such  fraction of one (1) vote on each
matter voted on at a shareholders' meeting.

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          B. Voting of Shares Owned by Other  Corporations.  Except as otherwise
provided  by  the  Act or the  Articles  of  Incorporation,  any  shares  of the
Corporation  standing  in the name of another  corporation  may be voted by such
officer,  agent or proxy as the Board of Directors of such other corporation may
appoint,  or as the By-Laws of such other corporation may prescribe,  and in the
absence of such designation,  by such person as may be nominated in a proxy duly
executed for the purpose by the President or a Vice  President,  and a Secretary
or an Assistant Secretary, of such other corporation.

          C. Voting of Shares Owned by  Fiduciaries.  Shares held by fiduciaries
may be voted by the  fiduciaries  in such  manner  as the  instrument  or order,
appointing such fiduciaries,  may direct.  In the absence of such direction,  or
the inability of the fiduciaries to act in accordance  therewith,  the following
provisions shall apply:

               (a) Where shares are held  jointly by three or more  fiduciaries,
such shares shall be voted in accordance with the will of the majority.

               (b) Where the fiduciaries,  or a majority of them,  cannot agree,
or where they are equally divided,  upon the question of voting such shares, any
court of general  equity  jurisdiction  may, upon petition  filed by any of such
fiduciaries, or by any party in interest, direct the voting of such shares as it
may deem for the best interests of the  beneficiaries,  and such shares shall be
voted in accordance with such direction.

               (c) The  general  proxy of a  fiduciary  shall be given  the same
weight and effect as the general proxy of an individual or corporation.

          D.  Voting of Pledged  Shares.  Shares that are  pledged  may,  unless
otherwise  provided  in the  agreement  of pledge,  be voted by the  shareholder
pledging the same until the shares shall have been transferred to the pledgee on
the books of the Corporation, and thereafter they may be voted by the pledgee.

          E. Proxies. A shareholder may vote such shareholder's shares in person
or by proxy appointed by a written  appointment  form signed by such shareholder
or  by  such  shareholder's  attorney-in-fact.  An  appointment  of a  proxy  is
effective when received by the Secretary or other officer or agent authorized to
tabulate  votes.  An  appointment  of a proxy is valid  for 11  months  unless a
shorter or longer period is expressly provided in the appointment form.

     F. Quorum; Action by Shareholders.  Any action on a matter at a meeting may
be taken only if a quorum exists with respect to that matter.  Unless  otherwise
provided in the  Articles of  Incorporation  or the Act, a majority of the votes
entitled to be cast on the matter by the voting group  (i.e.,  all shares of one
or more  classes or series that under the Articles of  Incorporation  or the Act
are  entitled  to vote and be  counted  together  collectively  on a matter at a
meeting of the shareholders)  shall constitute a quorum of that voting group for
action on the matter. Unless otherwise provided in the Articles of Incorporation
or the Act, at a meeting at which a quorum is  present:  (i) action on a matter,
other than the election of directors, by a voting group is approved if the votes
cast within the voting group  favoring the action exceed the votes cast opposing
the action;  and (ii)  directors are elected by a plurality of the votes cast by
the shares entitled to vote in the election.



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          G.  Shareholders'   List.  The  Corporation  shall  prepare  and  make
available  for  inspection  by any  shareholder  entitled  to vote at a meeting,
beginning  five (5) business days before the date of the meeting and  continuing
through the meeting,  at the  Corporation's  principal  office or at the meeting
place identified in the meeting notice, an alphabetical list of the names of all
shareholders  entitled to notice of the  meeting,  arranged by voting group (and
within  each  voting  group by class or series of  shares)  and  specifying  the
address of and  number of shares  held by each  shareholder.  Such list shall be
available  for  inspection  and copying  subject to and in  accordance  with the
provisions  of the Act. The refusal or failure to prepare or make  available the
shareholders'  list  shall not affect the  validity  of any action  taken at the
meeting.

     Section 1.8. Conduct of Meetings.  The President,  or such other officer as
shall be appointed by the  President,  shall preside as chairman at all meetings
of the  shareholders,  except that the  shareholders may elect from themselves a
person to preside as chairman at any special meeting of the shareholders  called
by the shareholders.  The order of business at each shareholders'  meeting shall
be as  determined  by the  chairman  of the  meeting,  except  that the order of
business at any meeting may be changed by the vote of a majority in voting power
of those shareholders present in person or by proxy and entitled to vote at such
meeting.  Unless  otherwise  determined by the chairman of the meeting or by the
shareholders as provided above,  the order of business at each annual meeting of
the  shareholders,  and  so far  as  practical  at  all  other  meetings  of the
shareholders, shall be as follows:

          (a)  Proof of notice of meeting, or waiver thereof.

          (b)  Call of roll.

          (c)  Reading and  disposition of unapproved  minutes of prior meetings
               of the  shareholders,  unless waived by the vote of a majority in
               voting power of those shareholders  present in person or by proxy
               entitled to vote thereat.

          (d)  Report of Board of Directors, if any.

          (e)  Reports of officers, if any.

          (f)  Reports of committees, if any.

          (g)  Election of Directors.

          (h)  Disposition of unfinished business.

          (i)  Presentation and disposition of new business.

          (j)  Adjournment.



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     Section 1.9. Action by Unanimous  Written  Consent.  Any action required or
permitted by the Act to be taken at a shareholders' meeting may be taken without
a meeting if the action is taken by all of the shareholders  entitled to vote on
the action,  evidenced by one (1) or more written consents describing the action
taken,  signed by all of the  shareholders  entitled to vote on the action,  and
delivered  to the  Corporation  for  inclusion in the minutes or filing with the
corporate  records.  Unless  the record  date has been  determined  pursuant  to
Section  1.6,  the record  date for  determining  shareholders  entitled to take
action  without  a  meeting  shall  be the date the  first  shareholder  signs a
consent.  Such action by the shareholders by unanimous  written consent shall be
effective  when the last  shareholder  signs the  consent,  unless  the  consent
specifies a different prior or subsequent effective date.

     Section 1.10.  Participation  in Meetings by Conference  Telecommunication.
Any or all shareholders may participate in a shareholders' meeting by or through
the use of any means of communication  by which all  shareholders  participating
may   simultaneously   hear  each  other  during  the  meeting.   A  shareholder
participating in a meeting by this means shall be deemed to be present in person
at the meeting.

                                   ARTICLE II

                               BOARD OF DIRECTORS

     Section 2.1.  General  Powers.  Subject to any  limitation set forth in the
Articles of  Incorporation,  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.

     Section 2.2. Number,  Qualification,  Election and Term of Office.  At each
annual  meeting  of the  shareholders,  the  Directors  shall  be  elected  by a
plurality  of the votes cast by the  holders of the shares  entitled  to vote in
such  election,  and each  Director  so  elected  shall  hold  office for a term
expiring at the next annual shareholders'  meeting following his or her election
and until his or her  successor  is elected and  qualified,  or until his or her
earlier  death,  resignation  or  removal,  or until  there is a decrease in the
number of Directors  after the  expiration  of his term.  The Board of Directors
shall  consist of a minimum of two (2)  Directors  and a maximum of fifteen (15)
Directors,  and the exact number of Directors  shall be that number  within such
range  as is fixed or  changed  from  time-to-time  by the  Board of  Directors;
provided,  however,  that any  decrease  in the  number of  Directors  shall not
shorten any  incumbent  Director's  term.  The number of  Directors  as fixed in
accordance  with these By-Laws shall  constitute  the number of Directors of the
Corporation unless and until such number is subsequently changed by the Board of
Directors  in  accordance  with these  By-Laws.  If and  whenever  the number of
Directors is not fixed in accordance with these By-Laws,  the Board of Directors
of the  Corporation  shall consist of that number of Directors then duly elected
as Directors in accordance  with these By-Laws.  Directors need not be residents
of  Indiana  nor  shareholders  of  the  Corporation   unless  the  Articles  of
Incorporation so require.



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     Section 2.3. Annual and Regular Meetings. The Board of Directors shall meet
each year, either within or without the State of Indiana, for the purpose of the
election of officers and  consideration  of any other business that may properly
be brought  before the meeting.  In addition,  regular  meetings of the Board of
Directors  may be held at such  time and place as may from time to time be fixed
by the Board of  Directors.  Notice of the  date,  time and place of the  annual
meeting and each regular  meeting of the Board of Directors shall be given by or
at the direction of the Chairman of the Board (if any), President,  Secretary or
an Assistant  Secretary of the  Corporation  to each  Director at least 48 hours
before the time of the meeting.  Such notice shall be communicated to a Director
in any of the manners set forth in Section 2.4 of these  By-Laws.  If the annual
meeting of the Board of Directors is not held as provided  herein,  the election
of the  officers of the  Corporation  may be held at any  subsequent  regular or
special meeting of the Board of Directors.

     Section 2.4. Special  Meetings.  Special meetings of the Board of Directors
may be called at any time by the Chairman of the Board of Directors  (if any) or
by the President,  and shall be called upon the written request of a majority of
the Directors then in office. Notice of the date, time and place of each special
meeting of the Board of Directors,  and a description of the purpose or purposes
of such meeting if required by the Articles of Incorporation,  shall be given by
or at the direction of the Chairman of the Board (if any), President,  Secretary
or an Assistant Secretary of the Corporation, or by the Directors who called the
meeting, to each Director at least 48 hours before the time of the meeting. Such
notice may be communicated to a Director in any of the following manners:

          (a) By oral or written notice, in person, to such Director;

          (b) By oral or written notice, by telephone,  telegraph,  teletype, or
other form of wire or wireless communication, to such Director;

          (c) By written  notice mailed to such Director  either by first class,
certified or  registered  United  States mail,  postage  prepaid,  or by private
carrier service, fees prepaid or billed to the Corporation; or

          (d) In such other form and manner authorized by the Act.

Oral notice  shall be  effective  when  communicated.  Written  notice  shall be
effective as of the earliest of the following:  (i) when received; (ii) five (5)
days after its mailing, as evidenced by the postmark or private carrier receipt,
if  correctly  addressed  to the  address  of such  Director  listed in the most
current  records  of the  Corporation;  or (iii) on the date shown on the return
receipt,  if sent by registered or certified United States mail,  return receipt
requested,  and the  receipt  is  signed by or on  behalf  of such  Director.  A
Director may waive notice of such special  meeting  before or after the date and
time stated in the notice by signing  and filing  with the minutes or  corporate
records a written waiver of such special meeting. A Director's  attendance at or
participation  in a meeting  waives any  required  notice to the Director of the
meeting,  unless the Director, at the beginning of the meeting, or promptly upon
the Director's arrival,  objects to holding the meeting or transacting  business
at the meeting and does not thereafter vote for or assent to any action taken at
the meeting.

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     Section 2.5. Quorum;  Action by Directors.  Except as otherwise provided by
the  Articles  of  Incorporation  or these  By-Laws,  a quorum  of the  Board of
Directors  shall be necessary for the  transaction of any business.  A quorum of
the Board of Directors  shall  consist of: (i) a majority of the fixed number of
Directors,  if the Corporation has a fixed Board size, or (ii) a majority of the
number of Directors  prescribed,  or if no number is  prescribed,  the number in
office  immediately before the meeting begins, if the Corporation has a variable
range size Board; provided,  however, that, for the purpose of filling vacancies
on the Board of Directors, a majority of the Directors then in office, but in no
event less than one-third (1/3) of the number of Directors  determined in (i) or
(ii) above,  shall constitute a quorum. If a quorum of Directors is present when
a vote is taken,  the  affirmative  vote of a majority of the Directors  present
shall be the act of the Board of Directors, unless the Articles of Incorporation
or these By-Laws  provide  otherwise.  A Director who is present at a meeting of
the Board of Directors  when  corporate  action is taken shall be deemed to have
assented to the action taken unless:  (x) the Director  objects at the beginning
of the  meeting,  or  promptly  upon his  arrival,  to  holding  the  meeting or
transacting business at the meeting; or (y) the Director's dissent or abstention
from the  action  taken is entered in the  minutes  of the  meeting;  or (z) the
Director  delivers  written notice of his dissent or abstention to the presiding
officer  of the  meeting  before  its  adjournment  or to the  Secretary  of the
Corporation  immediately after adjournment of the meeting.  The right of dissent
or  abstention  shall not be  available  to a Director who votes in favor of the
action taken.

     Section 2.6. Action By Unanimous  Written  Consent.  Any action required or
permitted  to be taken at a  meeting  of the  Board  of  Directors  may be taken
without a meeting  if the  action is  approved  by all  members  of the Board of
Directors,  evidenced by one (1) or more written consents  describing the action
taken,  signed by each  Director  and  included in the minutes or filed with the
corporate  records  reflecting  the action  taken.  Such  action by the Board of
Directors by unanimous written consent shall be effective when the last Director
signs the consent,  unless the consent specifies a different prior or subsequent
effective date.

     Section 2.7. Participation in Meetings by Conference Telecommunication. Any
or all Directors may  participate in any annual,  regular or special meeting by,
or conduct a meeting through the use of, any means of communication by which all
Directors participating may simultaneously hear each other during the meeting. A
Director  participating in a meeting by this means shall be deemed to be present
in person at the meeting.

     Section 2.8. Resignations.  A Director may resign at any time by delivering
written notice to the Board of Directors, the Chairman of the Board of Directors
(if any), or the President or Secretary of the  Corporation,  which  resignation
shall be effective when such notice is delivered, unless such notice specifies a
later effective date.

     Section 2.9. Removal. A Director may be removed,  with or without cause, by
the shareholders of the Corporation as provided in the Articles of Incorporation
only at a meeting of the  shareholders  called for the purpose of  removing  the
Director,  the  notice  of which  shall  state  that the  purpose  or one of the
purposes of the meeting shall be to remove the Director.



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     Section  2.10.  Vacancies.  Unless  provided  otherwise  by the Articles of
Incorporation,  any vacancy  occurring in the Board of Directors,  caused by the
removal,  resignation,  death or other incapacity of a Director,  an increase in
the number of Directors,  or for any other reason, may be filled by the Board of
Directors,  or if the  Directors  remaining  in office  constitute  fewer than a
quorum of the Board of Directors,  by the affirmative  vote of a majority of all
of the Directors remaining in office.

     Section 2.11.  Compensation.  Unless the Articles of Incorporation  provide
otherwise,  the  Board  of  Directors  may fix  the  compensation,  if  any,  of
Directors.

     Section 2.12. Committees.

          A. Creation of  Committees.  The Board of Directors may create one (1)
or more  committees  and appoint  members of the Board of  Directors to serve on
them.  Each  committee may have one (1) or more members,  who shall serve at the
pleasure  of the  Board  of  Directors.  The  creation  of a  committee  and the
appointment  of members to it must be  approved by the greater of (i) a majority
of all of the  Directors in office when the action is taken,  or (ii) the number
of Directors  required by the Articles of  Incorporation or Section 2.5 of these
By-Laws to take action under the Act.

          B. Authority of Committees.  Each committee may generally exercise the
authority of the Board of Directors  under the Act;  provided,  however,  that a
committee may not:

               (a)  authorize  distributions,  except  that a  committee  (or an
executive  officer of the Corporation  designated by the Board of Directors) may
authorize or approve a  reacquisition  of shares or other  distribution  if done
according to a formula or method, or within a range,  prescribed by the Board of
Directors;

               (b)  approve  or  propose  to  shareholders  any  action  that is
required to be approved
by shareholders;

               (c) fill  vacancies  on the Board of  Directors  or on any of its
committees;

               (d) except to the extent permitted by paragraph (g) below of this
Section 2.12.B, amend the Corporation's  Articles of Incorporation under Indiana
Code Section 23-1-38-2 of the Act;

               (e) adopt, amend, repeal, or waive provisions of these By-Laws;

               (f) approve a plan of merger not requiring shareholder approval;

               (g)  authorize  or approve the issuance or sale or a 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 (or an executive  officer of the Corporation
designated by the Board of Directors) to take action described in this paragraph
(g) within limits prescribed by the Board of Directors; or

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               (h) take any other action which a committee  is  prohibited  from
taking under the Act.

          C.  Committee  Meetings.  Except to the extent  inconsistent  with the
foregoing  provisions of this Section 2.12 or with the  resolutions of the Board
of Directors  creating a committee,  Sections 2.3 through 2.7 of these  By-Laws,
which govern meetings, action without meetings, notice and waiver of notice, and
quorum and voting  requirements  of the Board of Directors,  shall apply to each
committee  and its members as well,  as if the  committee  constituted  the full
Board of Directors.

                                   ARTICLE III

                                    OFFICERS

     Section 3.1. Election,  Qualification and Term of Officers. The officers of
the Corporation shall consist of a President, a Secretary, a Treasurer, and such
other  officers as the Board of Directors may from time to time deem  advisable,
including,  without limitation,  one or more Vice Presidents,  a Chairman of the
Board of Directors, an Assistant Secretary, or an Assistant Treasurer.  The same
individual may simultaneously hold more than one office in the Corporation.  The
initial officers of the Corporation shall be elected at the first meeting of the
Board of Directors.  Thereafter, the officers of the Corporation shall be chosen
annually at the annual meeting of the Board of Directors, and each officer shall
hold office until his or her successor is chosen and qualified,  or until his or
her earlier death,  resignation,  or removal.  The election or appointment of an
officer does not itself create contract rights.

     Section 3.2. Resignation.  Any officer may resign at any time by delivering
notice to the Board of  Directors,  the Chairman of the Board of  Directors  (if
any), or the President or Secretary of the Corporation,  which resignation shall
be effective  when the notice is delivered  unless the notice  specifies a later
effective date. The resignation of an officer does not affect the  Corporation's
contract rights, if any, with the officer.

     Section  3.3.  Removal.  Any  officer  may be removed at any time,  with or
without cause, by action of the Board of Directors;  provided, however, that the
removal of an officer does not affect such officer's  contract  rights,  if any,
with the Corporation.

     Section  3.4.  Vacancies.  Any vacancy in any office  because of the death,
resignation,  removal, increase in the number of offices of the Corporation,  or
otherwise, shall be filled by the Board of Directors, and the officer so elected
shall hold office until his or her successor is chosen and  qualified,  or until
his death, resignation or removal.

     Section  3.5.  Chairman  of the Board.  The  Chairman of the Board (if any)
shall be chosen from among the  Directors.  The  Chairman of the Board,  if any,
shall be the chief executive  officer of the  Corporation,  shall preside at all
meetings of the Board of Directors at which he is present,  and shall  generally
perform  all duties  incident  to the office of  Chairman  of the Board and such
other  duties  as,  from time to time,  may be  assigned  to him by the Board of
Directors.


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     Section 3.6. President. If and while there is no incumbent of the office of
Chairman of the Board,  and during the absence or  disability of the Chairman of
the Board,  the President shall have the duties and authority of the Chairman of
the  Board.  Subject  to the  control  of the Board of  Directors  and unless as
otherwise determined by the Board of Directors, the President shall be the chief
operating and administrative officer of the Corporation (and the chief executive
officer, if the Corporation does not have a Chairman of the Board), shall direct
and manage the business and affairs of the Corporation, and shall coordinate and
supervise the work of its other  officers.  The  President  shall preside at all
meetings  of the  shareholders  at which he is  present.  Either  personally  or
through other  officers or employees of the  Corporation,  the  President  shall
employ,  direct,  fix  the  compensation  of,  discipline,   and  discharge  its
personnel; employ agents, professional advisers and consultants; and perform all
functions of a general  manager of the  Corporation's  business.  The  President
shall  have  authority  to sign  (either  manually  or in  facsimile),  with the
Secretary or an Assistant Secretary, certificates representing shares of capital
stock of the Corporation. The President shall also have authority to execute and
deliver  on  behalf  of the  Corporation,  singly  and  without  any  additional
signature or attestation, all deeds, mortgages, assignments, contracts and other
instruments  when  required  or  deemed  necessary  or  advisable  by him in the
ordinary  conduct  of the  Corporation's  normal  business,  except  where  such
documents are expressly required by these By-Laws, by resolution of the Board of
Directors,  or by law to be executed by some other or an  additional  officer or
agent of the Corporation.  The President  shall, in general,  have all authority
incident  to the office of the  President  and shall have such other  powers and
duties as may,  from time to time,  be conferred  upon or assigned to him by the
Board of Directors.

     Section 3.7. Vice  Presidents.  The Vice  Presidents (if any) shall perform
such duties as may be assigned to them,  individually  or  collectively,  by the
Board of  Directors or by the  President.  In the absence or  disability  of the
President,  one or more of the Vice  Presidents  may perform  such duties of the
President as the President or the Board of Directors may designate.

     Section 3.8.  Secretary.  The Secretary  shall:  (i) prepare or cause to be
prepared  the  minutes  of the  meetings  of the  shareholders  and the Board of
Directors in books  provided for such  purpose and  authenticate  records of the
Corporation;  (ii)  attend to the giving of all notices in  accordance  with the
provisions  of these  By-Laws and as required by law;  (iii) have the  authority
(when  required) to sign with the  President or a Vice  President in the name of
the  Corporation,  and/or  attest the  signature  of either  to, all  contracts,
conveyances, transfers, assignments, encumbrances,  authorizations and all other
instruments,  documents and papers, of any and every description whatsoever,  of
or executed for or on behalf of the  Corporation;  (iv) be the  custodian of the
records and the seal (if any) of the  Corporation  and attend to the affixing of
the seal (if any) to all  documents,  the  execution  of which on  behalf of the
Corporation  under its seal is duly authorized in accordance with the provisions
of these By-Laws;  (v) have authority to sign (either manually or in facsimile),
with the President or a Vice President,  any and all  certificates  representing
shares of capital stock of the Corporation; (vi) have charge of and maintain and
keep,  or  supervise  and  control  the  maintenance  and  keeping of, the stock
certificate  books,  transfer books and stock ledgers,  and such other books and
papers as the Board of Directors  may  authorize,  direct or provide for;  (vii)
perform generally all the duties incident to the office of Secretary; and (viii)
have such other powers and duties as may, from time to time,  be conferred  upon
or assigned to him by the Board of Directors.


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<PAGE>

    Section  3.9.  Treasurer.  Unless  otherwise  determined  by the  Board  of
Directors or the President,  the Treasurer shall be the financial officer of the
Corporation.  The  Treasurer  shall:  (i) have  charge  and  custody  of, and be
responsible for, all funds and securities of the Corporation which come into his
hands;  (ii)  have  authority  to  endorse  on behalf  of the  Corporation,  for
collection,  checks,  notes and other  obligations,  and deposit the same to the
credit  of the  Corporation  in such  banks  or other  depositories  as shall be
selected  by the  Board of  Directors;  (iii)  receive,  and give  receipts  and
vouchers for, payments made to the Corporation from any source whatsoever;  (iv)
enter or cause to be  entered,  punctually  and  regularly,  on the books of the
Corporation,  to be kept by him or under his  supervision  or direction for that
purpose,  full and accurate accounts of all monies received and paid out by, for
or on account of, the Corporation;  (v) render to the President and the Board of
Directors,  whenever  required by them, an account of all of his transactions as
Treasurer of the Corporation and of the financial  condition of the Corporation;
(vi) perform  generally all the duties incident to the office of Treasurer;  and
(vii) have such other powers and duties as may,  from time to time, be conferred
upon or  assigned  to him by the  Board of  Directors  or by the  President.  If
required by the Board of Directors,  the Treasurer  shall give such bond for the
faithful  performance of his duties in such amount and with such sureties as the
Board of Directors shall determine.

     Section 3.10.  Assistant  Secretaries.  The Assistant  Secretaries (if any)
shall  perform  such  duties  as from  time to time  may be  assigned  to  them,
individually or collectively,  by the Board of Directors, by the President,  any
Vice  President,  or by the  Secretary.  In the  absence  or  disability  of the
Secretary,  one or more of the Assistant  Secretaries may perform such duties of
the Secretary as the  Secretary,  the  President,  or the Board of Directors may
designate.

     Section 3.11. Assistant Treasurers. The Assistant Treasurers (if any) shall
perform  such duties as from time to time may be assigned to them,  individually
or  collectively,  by the  Board of  Directors,  by the  President,  by any Vice
President,  or by the Treasurer.  In the absence or disability of the Treasurer,
one or more of the Assistant Treasurers may perform such duties of the Treasurer
as the Treasurer, the President, or the Board of Directors may designate.

     Section 3.12.  Delegation  of Authority.  In the case of the absence of any
officer of the Corporation,  or for any other reason that the Board of Directors
may deem  sufficient,  a majority of the entire Board of Directors  may delegate
powers or duties of such  officer  to any other  officer  or  officers  for such
length of time as the Board may determine.

     Section 3.13.  Compensation.  Each officer of the Corporation shall receive
such  compensation,  if any, for his service in such office as may be fixed from
time to time by action of the Board of Directors.




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<PAGE>

                                   ARTICLE IV

                          SHARES AND TRANSFER OF SHARES

     Section  4.1.  Consideration  for  Shares.  The Board of  Directors  of the
Corporation 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.  If a Corporation authorizes
the issuance of shares for promissory  notes or for promises to render  services
in the future,  the Corporation  shall report in writing to the shareholders the
number of shares  authorized  to be so issued  with or before  the notice of the
next shareholders' meeting,  unless the Corporation is subject to the Securities
Exchange  Act of 1934,  as  amended,  and  complies  with the  proxy  disclosure
provisions of such Act.

     Section  4.2.  Stock  Certificates.  Unless the Board of  Directors  of the
Corporation  authorizes the issuance of some or all shares without certificates,
each holder of shares of capital stock of the Corporation shall be entitled to a
certificate  or  certificates,  which  shall  be in such  form as the  Board  of
Directors  shall from time to time  prescribe,  certifying  the number of shares
owned by such  holder in the  Corporation.  Each  certificate  shall be  signed,
either  manually or in facsimile,  by the President or a Vice  President and the
Secretary or any Assistant  Secretary of the  Corporation and shall state on its
face the name of the  Corporation,  the fact that the  Corporation  is organized
under  the laws of the  State of  Indiana,  the name of the  person  to whom the
shares are issued, and the number and class of shares and the designation of the
series,  if any, the certificate  represents.  If such shares are not fully paid
up, the certificate  shall be legibly  stamped to indicate the percentage  which
has been paid up, and as further  payments  are made  thereon,  the  certificate
shall  be  stamped  accordingly.  If the  Corporation  is  authorized  to  issue
different   classes  of  shares  or  different   series  within  a  class,   the
designations,  relative rights, preferences,  and limitations applicable to each
class and the variations in rights,  preferences and limitations  determined for
each series, and the authority of the Board of Directors to determine variations
for future series,  must be summarized on the front or back of each certificate,
or alternatively,  each certificate may state conspicuously on its front or back
that the Corporation will furnish the shareholder this information on request in
writing  and  without  charge.  Notwithstanding  the  foregoing,  the  Board  of
Directors  may  authorize  the issue of some or all of the  shares of any or all
classes or series of capital stock of the  Corporation  without  certificates in
accordance with the provisions of the Act.

     Section 4.3. Record Holders. The Corporation shall be entitled to treat the
person in whose  name any  share of stock of the  Corporation,  or any  warrant,
right or  option to  acquire  stock of the  Corporation,  is  registered  in the
records of the  Corporation  as the owner thereof for all purposes and shall not
be bound to  recognize  any  equitable  or other claim to, or interest  in, such
share, warrant,  right or option on the part of any other person, whether or not
the Corporation shall have notice thereof,  except as may be expressly  provided
otherwise by law, the Articles of Incorporation,  or these By-Laws.  In no event
shall any  transferee of shares of the  Corporation  become a shareholder of the
Corporation until express notice of the transfer shall have been received by the
Corporation.

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<PAGE>

     Section  4.4.  Transfer  of Shares.  Except as  otherwise  provided by law,
transfers of shares of the capital stock of the  Corporation  shall be made only
on the books of the Corporation by the record owner thereof in person, or by his
legal guardian or personal representative,  or by his attorney-in-fact thereunto
authorized  by power of attorney  duly  executed and filed with the Secretary of
the Corporation,  upon payment of any and all taxes thereon and surrender to the
Secretary of the Corporation of the certificate or certificates for such shares,
properly endorsed by the holder thereof or accompanied by the proper evidence of
succession, assignment or authority to transfer satisfactory to the Corporation.
No restriction on the transfer or registration of transfer of shares of stock of
the  Corporation  shall be  enforceable  against a holder or  transferee of such
shares who has no knowledge of such restriction,  unless such restriction (i) is
permitted  by the  Act  and  all  other  applicable  laws,  and  (ii)  is  noted
conspicuously on the front or back of the  certificates  for such shares,  or is
contained in the information  statement  required by the Act with respect to any
shares issued without certificates.

     Section 4.5. Lost,  Destroyed and Stolen  Certificates.  If any certificate
for shares  becomes  worn,  defaced,  or mutilated,  but is still  substantially
intact and recognizable,  the Board of Directors,  upon production and surrender
thereof,  shall order it cancelled and a new  certificate  issued in lieu of it.
The  holder  of  any  shares  shall  immediately  notify  the  Corporation  if a
certificate  therefor  shall be lost,  stolen,  destroyed,  or mutilated  beyond
recognition, and the Corporation may issue a new certificate in the place of any
certificate theretofore issued by it which is alleged to have been lost, stolen,
destroyed or mutilated beyond recognition;  provided, however, that the Board of
Directors may, in its discretion,  require the owner of the certificate which is
alleged to have been lost, stolen, destroyed or mutilated beyond recognition, or
his legal representative,  to (i) furnish an affidavit as to such loss, theft or
destruction,  (ii) give the Corporation a bond with such surety or sureties, and
in such sum, as it may direct,  to indemnify the  Corporation  and its Directors
and  officers  against  any claim that may be made  against it or any of them on
account of the issuance of such new  certificate in place of the allegedly lost,
stolen,   destroyed  or  mutilated  certificate,   and/or  (iii)  satisfy  other
reasonable  requirements  imposed  by the  Board  of  Directors.  The  Board  of
Directors  may,  however,  if it so  chooses,  refuse  to  issue  any  such  new
certificate except pursuant to the order of a court having  jurisdiction in such
matter.

     Section 4.6.  Transfer Agent. The Board of Directors may appoint a transfer
agent and a registrar for each class of capital stock of the Corporation and may
require all certificates  representing such shares to bear the signature of such
transfer  agent  and  registrar.  Each  shareholder  shall  be  responsible  for
notifying in writing the  transfer  agent and  registrar  for the class of stock
held by such shareholder of any changes in such shareholder's  address from time
to  time,  and  the  failure  to  do  so  shall  relieve  the  Corporation,  its
shareholders, Directors, officers, transfer agent and registrar of any liability
arising  from the failure to direct  notices,  dividends  or other  documents or
property  to an address  other than the one  appearing  upon the  records of the
transfer agent and registrar of the Corporation.

     Section 4.7.  Regulations.  The Board of Directors may adopt such rules and
regulations  as it may deem  expedient,  not  inconsistent  with  the  law,  the
Articles of Incorporation,  or these By-Laws, regarding the issue, transfer, and
registration or the replacement of certificates  for shares of the capital stock
of the Corporation.

                                       13

<PAGE>

                                    ARTICLE V

                    EXECUTION OF CONTRACTS, CHECKS AND NOTES
                 AND OTHER ACTIONS ON BEHALF OF THE CORPORATION

     Section 5.1.  Execution of Ordinary  Contracts and Agreements.  All written
contracts  and  agreements  into which the  Corporation  enters in the  ordinary
course of its  business  shall be executed on behalf of the  Corporation  by any
duly elected officer of the Corporation or by any other employee or agent of the
Corporation  expressly  authorized  by  resolution  of the Board of Directors to
execute any such contracts and agreements.

     Section  5.2.  Execution  of  Deeds,  Mortgages,   Notes  and  Non-Ordinary
Contracts  and  Agreements.   Unless  otherwise  required  by  law,  all  deeds,
mortgages,  deeds of trust, notes, assignments and other instruments made by the
Corporation  and  all  written  contracts  and  agreements  entered  into by the
Corporation,  other than those  contracts  and  agreements  entered  into in the
ordinary course of its business,  shall be executed on behalf of the Corporation
by  the  President  of the  Corporation  and,  when  required,  attested  by the
Secretary or an Assistant Secretary of the Corporation;  provided, however, that
the Board of  Directors  may  expressly  authorize  by  resolution  any officer,
employee,  or agent of the  Corporation  to  execute  any such  deed,  mortgage,
assignment,  instrument,  contract  or  agreement  on behalf of the  Corporation
singly and without the necessity of any  additional  execution or attestation by
any other officer of the Corporation.

     Section  5.3.  Execution  and  Endorsement  of Checks  and  Drafts.  Unless
otherwise  required by law,  all  checks,  drafts,  bills of exchange  and other
orders for the  payment of money  (other  than  notes) by or to the  Corporation
shall be executed or  endorsed  on behalf of the  Corporation  by any two of the
following duly elected officers of the Corporation:  President,  Vice President,
Treasurer or Secretary.  However, the Board of Directors may expressly authorize
by resolution any one or more officers or other  employees of the Corporation to
execute or endorse any checks,  drafts, or other orders for the payment of money
on behalf of the  Corporation,  singly and  without  any  additional  signature,
endorsement or attestation by any other officer of the Corporation.

     Section 5.4.  Endorsement of Stock Certificates.  Unless otherwise directed
by resolution of the Board of Directors,  any stock  certificate or certificates
representing  shares  of stock  of any  corporation  owned  by the  Corporation,
including shares of the Corporation  reacquired by the  Corporation,  shall, for
the  purpose  of  sale  or  transfer  thereof,  be  endorsed  on  behalf  of the
Corporation by the President or any Vice President and, when required,  attested
by the Secretary or an Assistant Secretary.


                                       14

<PAGE>

     Section  5.5.  Voting  of Shares  Owned by  Corporation.  Unless  otherwise
directed by  resolution  of the Board of  Directors,  any shares of stock of any
corporation  owned or  controlled by the  Corporation  (other than shares of the
Corporation)  may be voted at any  shareholders'  meeting of such corporation by
the President of the  Corporation,  if he is present at such meeting,  or in his
absence, by the Secretary of the Corporation.  Whenever,  in the judgment of the
President,  it is  desirable  for the  Corporation  to execute a proxy or give a
shareholders'  consent in respect to any such shares of a  corporation  owned by
the  Corporation,  such proxy or consent  shall be  executed  in the name of the
Corporation by the President or the Secretary of the Corporation.  Any person or
persons  designated  in the manner  above  stated as the proxy or proxies of the
Corporation shall have full right,  power and authority to vote such shares of a
corporation  owned by the Corporation in the same manner as such shares might be
voted by the Corporation.

                                   ARTICLE VI

                                  MISCELLANEOUS

     Section 6.1.  Corporate Seal. The Board of Directors of the Corporation may
designate  the design and cause the  Corporation  to obtain and use a  corporate
seal. The  Corporation  shall not be required to have a corporate seal or to use
any corporate seals it may have for any purpose  whatsoever.  The absence of the
impression of the corporate  seal from any document  shall not affect in any way
the validity or effect of such document.

     Section 6.2. Fiscal Year. The fiscal year of the Corporation shall begin on
the  first  day of April  in each  year and end on the last day of March in each
year,  unless changed by resolution of the Board of Directors of the Corporation
in accordance with applicable laws.

     Section  6.3.  Amendment of By-Laws.  Except as  otherwise  provided by the
Articles  of  Incorporation  or the Act,  only the  Board  of  Directors  of the
Corporation may adopt, amend or repeal the By-Laws of the Corporation.

     Section 6.4.  Definitions.  When used in these By-Laws, the following terms
shall have the meanings set forth below:

          (a) the  "Corporation"  shall mean National  Wine & Spirits,  Inc., an
Indiana corporation, or any amended name as then in effect;

          (b) "Act" shall mean the Indiana Business  Corporation Law, as then in
effect and as amended from time to time;

          (c)   "Articles   of   Incorporation"   shall  mean  the  Articles  of
Incorporation  of the  Corporation as then in effect and as amended from time to
time; and

          (d)  "By-Laws"  shall mean the By-Laws of the  Corporation  as then in
effect and as amended from time to time.



                                       15

<PAGE>

     Section 6.5.  Conflicts  and  Inconsistencies  with the Act.  These By-Laws
constitute  "bylaws"  within the meaning of, and as subject to and  governed by,
the Act. In the event that any  provision of these  By-Laws is prohibited by any
provision of the Act or is in direct conflict or inconsistent with any provision
of the Articles of  Incorporation,  such provision of the Act or the Articles of
Incorporation,  as the case may be, shall be  controlling,  but such conflict or
inconsistency shall not impair,  nullify or otherwise affect the remaining terms
and provisions of these By-Laws, which shall remain in full force and effect. If
any provision of these By-Laws is  inconsistent  with,  or different  than,  any
non-mandatory  provision of the Act, the  provision  of these  By-Laws  shall be
controlling.

     Section 6.6.  Construction of By-Laws.  The headings of Articles,  Sections
and paragraphs in these By-Laws are for descriptive  purposes only and shall not
control,  alter,  or  otherwise  affect  the  meaning,  scope or  intent  or any
provision  of these  By-Laws.  Except as expressly  provided  otherwise in these
By-Laws,  any  reference  to an Article  or  Section  shall mean and refer to an
Article or  Section  of these  By-Laws.  Except  where the  context of their use
clearly  requires a different  interpretation,  singular terms shall include the
plural,  and  masculine  terms shall  include the  feminine or neuter,  and vice
versa, to the extent  necessary to give the defined terms or other terms used in
these By-Laws their proper meanings.  The locative adverbs,  "herein," "hereof,"
"hereunder,"  "hereto,"   "hereinafter,"   "hereinbefore,"  and  similar  words,
wherever they appear in these By-Laws,  shall mean and refer to these By-Laws in
their entirety and not to any specific Article,  Section,  or paragraph of these
By-Laws,   unless  the  context  of  their  use  clearly  requires  a  different
interpretation.

                               [ END OF BY-LAWS ]

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