AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                          NATIONAL WINE & SPIRITS, INC.

         The  following  Amended  and  Restated  Articles  of  Incorporation  of
National Wine & Spirits, Inc., an Indiana corporation originally incorporated on
December 23, 1998 (the  "Corporation"),  duly adopted  pursuant to the authority
and provisions of the Indiana Business  Corporation Law, as amended (the "Act"),
supersede and take the place of the existing  Articles of  Incorporation  of the
Corporation, and any and all amendments thereto:

                                    ARTICLE I

                                      NAME

         The name of the Corporation is National Wine & Spirits, Inc.


                                   ARTICLE II

                               PURPOSES AND POWERS

         Section 2.1.  Purposes of the  Corporation.  The purposes for which the
Corporation is organized are to engage in the  transaction of any and all lawful
business for which  corporations may now or hereafter be incorporated  under the
Act and the laws of any other state in which the  Corporation  shall at any time
be qualified to transact business.

         Section 2.2. Powers of the Corporation. The Corporation shall have: (i)
all powers now or hereafter authorized by or vested in corporations  pursuant to
the  provisions  of the  Act,  (ii)  all  powers  now  or  hereafter  vested  in
corporations  by common law or any other  statute  or act,  and (iii) all powers
authorized by or vested in the  Corporation  by the provisions of these Articles
of  Incorporation  or the  By-Laws  of the  Corporation  as from time to time in
effect.

                                   ARTICLE III

                               PERIOD OF EXISTENCE

     The period during which the Corporation shall continue is perpetual.

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                                   ARTICLE IV

                     REGISTERED OFFICE AND REGISTERED AGENT

     Section 4.1.  Registered  Office.  The street address of the  Corporation's
registered  office in Indiana is 700 West Morris Street,  Indianapolis,  Indiana
46225.

     Section 4.2.  Registered  Agent. The name of the  Corporation's  registered
agent at such registered office is James E. LaCrosse.


                                    ARTICLE V

                                AUTHORIZED SHARES

     Section  5.1.  Number  of  Shares.  The total  number  of shares  which the
Corporation  is  authorized  to issue is twenty  million  two  hundred  thousand
(20,200,000)  shares,  designated as "Common  Stock,"  divided into two classes,
consisting of: (i) two hundred  thousand  (200,000)  shares having no par value,
designated as "Voting Common Stock," and (ii) twenty million (20,000,000) shares
having no par value, designated as "Non-Voting Common Stock."

     Section 5.2. Terms of Shares. The outstanding shares of Voting Common Stock
and Non-Voting Common Stock shall together be entitled to receive the net assets
of the Corporation upon dissolution of the Corporation.  The terms, preferences,
limitations  and relative  rights of shares of Voting Common Stock and shares of
Non-Voting  Common  Stock,  including  rights to  distribution  and  liquidation
proceeds,  shall be  identical,  as provided by the Act,  except  that:  (i) the
holders of the  outstanding  shares of Voting Common Stock shall have  exclusive
and  unlimited  voting rights and shall be entitled to one (1) vote per share on
each  matter  submitted,  or  required  to  be  submitted,  to  a  vote  of  the
shareholders of the Corporation,  and (ii) the holders of the outstanding shares
of the  Non-Voting  Common Stock shall not be entitled to any voting  rights and
shall not be entitled to any notice of any  meetings of the  shareholders  or to
any notice of any other action  requiring the vote,  consent,  approval or other
action of the  shareholders  of the  Corporation,  except as expressly  required
otherwise by the Act.

     Section 5.3.  Issuance of Shares.  The Board of Directors has the authority
to  authorize  and direct the  issuance by the  Corporation  of shares of Voting
Common Stock and Non-Voting Common Stock at such times, in such amounts, to such
persons,  for such  consideration,  and upon such terms and conditions as it may
from time to time  determine,  subject  only to the  restrictions,  limitations,
conditions and requirements imposed by the Act, other applicable laws, and these
Articles of Incorporation, as the same may from time to time be amended.

     Section 5.4.  Distributions upon Shares.  Subject only to the restrictions,
limitations,  conditions,  and requirements imposed by the Act, other applicable
laws, and these Articles of Incorporation,  as the same may from time to time be
amended,  the Board of Directors  has the  authority to authorize and direct the
payment of dividends and the making of other distributions by the Corporation in
respect of the  issued and  outstanding  shares of the Voting  Common  Stock and
Non-Voting  Common Stock (i) at such time, in such amounts and forms,  from such
sources,  and  upon  such  terms  and  conditions  as it may  from  time to time
determine,  and (ii) in shares of the same class or in shares of any other class
without  obtaining the affirmative vote or the written consent of the holders of
the shares of the class in which payment or distribution is to be made.



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     Section  5.5.  Acquisition  of  Shares.  The  Board  of  Directors  has the
authority to authorize  and direct the  acquisition  by the  Corporation  of the
issued and outstanding shares of Voting Common Stock and Non-Voting Common Stock
at such times, in such amounts, from such persons, for such consideration,  from
such  sources,  and upon such terms and  conditions  as it may from time to time
determine,  subject  only  to  the  restrictions,  limitations,  conditions  and
requirements  imposed by the Act, other  applicable  laws, and these Articles of
Incorporation, as the same may from time to time be amended.

     Section  5.6.  No  Preemptive  Rights.  The holders of the shares of Common
Stock shall have no preemptive  rights to subscribe to or purchase any shares of
Common Stock or other securities of the Corporation.

                                   ARTICLE VI

                                    DIRECTORS

     Section  6.1.  Number  of  Directors.   The  number  of  Directors  of  the
Corporation  shall be as specified  in or fixed from time to time in  accordance
with the  By-Laws  of the  Corporation.  In the  absence of a  provision  in the
By-Laws  specifying the number of Directors or setting forth the manner in which
the  number of  Directors  shall be fixed,  the number of  Directors  shall be a
minimum of two (2) and a maximum of fifteen  (15).  The  By-Laws may provide for
staggering of the terms of the Directors by dividing the Directors  into two (2)
or three (3) groups, as provided in the Act.

     Section 6.2.  Removal of  Directors.  Any Director may be removed,  with or
without cause, by the  shareholders of the Corporation  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,  and only if the number of votes cast to remove the
Director  exceeds  the  number of votes  cast not to  remove  the  Director.  No
Director may be removed except as provided in this Section 6.2.

                                   ARTICLE VII

                                  INCORPORATOR

     The name and address of the incorporator of the Corporation are as follows:

                         Number and Street                City, State
         Name               or Building                   and Zip Code
         ----               -----------                   ------------

James E. LaCrosse         P.O. Box 1602       Indianapolis, Indiana 46206-1602


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                                  ARTICLE VIII

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS
                           AND OTHER ELIGIBLE PERSONS

     Section 8.1. Definitions. As used in this Article VIII:

          (a)  "Eligible  Person"  shall mean any person,  including the estate,
heirs and personal  representatives  of such person (unless the context requires
otherwise),  who is or was a director  or officer  of the  Corporation,  or who,
while a director or officer of the Corporation, is or was serving at the request
of the  Corporation  as a director,  officer,  employee,  agent or  fiduciary of
another foreign or domestic corporation, partnership, limited liability company,
joint venture,  trust,  employee benefit plan or other  enterprise,  whether for
profit or not. An Eligible  Person shall be  considered  to have been serving an
employee  benefit plan at the request of the Corporation if his or her duties to
the Corporation also imposed duties on, or otherwise  involved services by, such
Eligible  Person to the plan or to  participants  in, or  beneficiaries  of, the
plan.

          (b) "Claim" shall mean any threatened,  pending,  or completed  claim,
action, suit or proceeding,  and all appeals thereof,  whether civil,  criminal,
administrative,  or  investigative,  and  whether  formal or  informal,  whether
brought by, or in the right of, the  Corporation  or any other person or entity,
in which  an  Eligible  Person  was,  is,  or is  threatened  to be made a named
defendant or respondent,  or is otherwise involved:  (i) because he or she is or
was an Eligible Person,  or (ii) because he or she took an action,  or failed to
take an action, in his or her capacity as an Eligible Person,  whether or not he
or she  continued in such  capacity at the time he or she incurred  Liability or
Expenses.

          (c)  "Liability"  shall  mean  the  obligation  to pay  any  judgment,
settlement,  penalty,  fine (including  excise taxes assessed with respect to an
employee benefit plan),  including any interest thereon, and reasonable Expenses
incurred with respect to a Claim.

          (d) "Expenses" shall include, without limitation, counsel fees, expert
witness fees, travel costs, filing fees and other costs incurred with respect to
a Claim.

          (e) "Wholly  Successful"  with respect to a Claim shall mean:  (i) the
termination  of the Claim  against the  Eligible  Person  without any finding of
liability or guilt  against him or her,  (ii) the approval by a court or agency,
with knowledge of the indemnity  provided herein,  of a settlement of the Claim,
or (iii) the  expiration  of a  reasonable  period of time after the  threatened
making of the Claim without  commencement  of an action,  suit or proceeding and
without any payment or promise made to induce a settlement.

     Section 8.2.  Indemnification.  The Corporation shall indemnify as a matter
of right any Eligible  Person against all Liability and all reasonable  Expenses
incurred by such Eligible Person in connection with or resulting from any Claim:

          (a) if such Eligible  Person is Wholly  Successful with respect to the
Claim; or

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<PAGE>

          (b) if it is determined in accordance  with the  provisions of Section
8.3 or Section 8.4 that: (i) such Eligible  Person's  conduct was in good faith;
and (ii) such Eligible Person reasonably believed, in the case of conduct in the
Eligible Person's official capacity as a Director or officer of the Corporation,
that his or her conduct was in the best interests of the Corporation, and in all
other cases,  that the Eligible Person's conduct was at least not opposed to its
best  interests;  and (iii) with respect to any criminal  Claim,  such  Eligible
Person had reasonable cause to believe that his or her conduct was lawful or had
no reasonable cause to believe that his or her conduct was unlawful.

The termination of any Claim, by judgment,  order,  settlement  (with or without
court approval),  or conviction,  or upon a plea of guilty or nolo contendere or
its equivalent,  shall not create a presumption  that an Eligible Person did not
meet the  standard of conduct  set forth in clause (b) above.  The actions of an
Eligible Person with respect to an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended, shall be deemed to have been
taken in what the Eligible Person  reasonably  believed to be the best interests
of the Corporation or at least not opposed to its best interests if the Eligible
Person  reasonably  believed  he or  she  was  acting  in  conformity  with  the
requirements of such Act or he or she reasonably  believed his or her actions to
be in the interests of the participants in, or beneficiaries of, the plan.

     Section 8.3.  Non-Judicial  Determination of Indemnification.  Any Eligible
Person claiming  indemnification under this Article VIII, other than an Eligible
Person who has been  Wholly  Successful  with  respect  to any  Claim,  shall be
entitled to  indemnification  under this Article VIII only as  authorized in the
specific case upon a determination that  indemnification of such Eligible Person
is proper in the circumstances because such Eligible Person has met the standard
of conduct set forth in Section 8.2. Such determination shall be made by any one
of the following procedures:

          (a) By the Board of Directors by majority vote of a quorum  consisting
of Directors not at the time named as defendants or respondents in the Claim; or

          (b) If a quorum cannot be obtained under paragraph (a) of this Section
8.3, by majority vote of a committee  duly  designated by the Board of Directors
(in which  designation  Directors who are parties may  participate),  consisting
solely of two (2) or more Directors not at the time parties to the Claim; or

          (c) By a written finding of special legal counsel: (i) selected by the
Board of  Directors or a committee  of  Directors  in the manner  prescribed  in
paragraphs  (a) or (b) of this  Section 8.3; or (ii) if a quorum of the Board of
Directors  cannot be  obtained  under  paragraph  (a) of this  Section 8.3 and a
committee cannot be designated under paragraph (b) of this Section 8.3, selected
by a majority vote of the full Board of Directors (in which selection, Directors
who are named as defendants or respondents in the Claim may participate); or

          (d) By the shareholders,  provided that shares owned by or voted under
control  of  Eligible  Persons  who  are at the  time  named  as  defendants  or
respondents in the Claim may not be voted in such determination.

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<PAGE>

Such  person or persons  making  such  determination  as to whether an  Eligible
Person is entitled to  indemnification  shall  hereinafter be referred to as the
"Referee." If an Eligible Person is determined to be entitled to indemnification
pursuant to the preceding  sentence,  then the authorization of  indemnification
and evaluation as to reasonableness of Expenses shall be made in the same manner
as the determination  that  indemnification  is permissible,  except that if the
determination   is  made  by  special  legal  counsel,   the   authorization  of
indemnification and evaluation as to reasonableness of Expenses shall be made by
those persons  entitled  under Section  8.3(c) to select  counsel.  The Eligible
Person claiming indemnification shall, if requested,  appear before the Referee,
answer  questions  that the  Referee  deems  relevant,  and shall be given ample
opportunity  to present to the Referee  evidence upon which he or she relies for
indemnification.  The  Corporation  shall,  at the request of the Referee,  make
available facts, opinions or other evidence in any way relevant to the Referee's
finding that are within the possession or control of the Corporation.

     Section 8.4.  Judicial  Determination  of  Indemnification.  If any Referee
determines  pursuant to Section 8.3 that an Eligible  Person is not  entitled to
indemnification pursuant to Section 8.2, or if no Referee determines pursuant to
Section 8.3 that such Eligible Person is entitled to indemnification pursuant to
Section  8.2  within  60 days  after  the Board of  Directors'  receipt  of such
Eligible Person's written request for indemnification, then such Eligible Person
may apply for indemnification to any court of competent jurisdiction,  including
the court in which the Claim is pending against such Eligible Person. On receipt
of such  application,  the court,  after giving  notice to the  Corporation  and
giving  the  Corporation  the  ample  opportunity  to  present  to the court any
information  or  evidence  relating  to the claim for  indemnification  that the
Corporation deems appropriate,  may order  indemnification if it determines that
such Eligible  Person is entitled to  indemnification  with respect to the Claim
because  such  Eligible  Person met the standard of conduct set forth in Section
8.2.  If  the  court  determines  that  such  Eligible  Person  is  entitled  to
indemnification, the court shall also determine and order the Corporation to pay
such  Eligible  Person's  reasonable  Expenses,  including  reasonable  Expenses
incurred to obtain court-ordered indemnification.

     Section 8.5. Advance of Expenses.  The Corporation,  by action of its Board
of Directors  (whether or not a  disinterested  quorum  exists),  may pay for or
reimburse the reasonable Expenses incurred by an Eligible Person with respect to
a  Claim  in  advance  of  the  final  disposition  of  such  Claim,  or,  where
appropriate,  assume the defense of such Eligible  Person  against such Claim at
the  Corporation's  expense,  upon receipt of: (i) a written  affirmation of the
Eligible  Person's  good faith  belief  that he or she has met the  standard  of
conduct  described in Section 8.2, and (ii) a written  undertaking,  approved in
form and substance by the Board of  Directors,  by or on behalf of such Eligible
Person to repay all such advanced  Expenses if it is ultimately  determined that
he or she is not entitled to indemnification.

     Section 8.6.  Notice to  Shareholders.  If the  Corporation  indemnifies or
advances Expenses to an Eligible Person under this Article VIII or under the Act
in connection with a Claim by or in the right of the Corporation, then if and to
the  extent   required  by  the  Act,   the   Corporation   shall   report  such
indemnification  or advance of  Expenses in writing to the  shareholders  of the
Corporation with or before the notice of the next shareholders' meeting.

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<PAGE>

     Section 8.7.  Indemnification Not Exclusive.  The rights of indemnification
and advance for Expenses  provided for in this Article VIII shall be in addition
to, and shall not  exclude,  limit or  preclude,  any other  rights to which any
Eligible Person or other person seeking  indemnification  or advance of Expenses
may be entitled under the Act, the By-Laws of the Corporation,  any agreement or
contract,  any other applicable law, or otherwise.  In addition to the rights of
indemnification  and advance for Expenses provided for in this Article VIII, the
Corporation  may pay or reimburse  Expenses  incurred by any Eligible  Person in
connection with such Eligible  Person's  appearance as a witness in a Claim at a
time when the person has not been named,  or threatened to be named, a defendant
or respondent in the Claim.

     Section 8.8. Insurance. The Corporation may purchase and maintain insurance
on behalf of any  Eligible  Person  against any  liability  asserted  against or
incurred by such  Eligible  Person in any  capacity or arising out of his or her
status as such,  whether or not the  Corporation  has the obligation or power to
indemnify such Eligible  Person  against such liability  under the provisions of
this Article VIII, the Act, the By-Laws of the Corporation, or otherwise.

     Section 8.9. Effective Date;  Continuation of Indemnity.  The provisions of
this Article  VIII shall be  applicable  to Claims made or  commenced  after the
adoption hereof,  whether arising from acts or omissions to act occurring before
or after adoption hereof.  The provisions of this Article VIII shall continue to
apply to Claims  made or  commenced  against  any person who has ceased to be an
Eligible Person and shall inure to the benefit of the estate, heirs and personal
representatives of such person.

                                   ARTICLE IX

                      PROVISIONS FOR MANAGEMENT OF BUSINESS
                    AND REGULATION OF AFFAIRS OF CORPORATION

     Section  9.1.  By-Laws.  The  By-Laws of the  Corporation  may  contain any
provision  for  managing  the  business  and   regulating  the  affairs  of  the
Corporation  that  is not  inconsistent  with  the  Act  or  these  Articles  of
Incorporation.  Except as  expressly  provided  otherwise  in these  Articles of
Incorporation,  in the By-Laws of the  Corporation,  or by the Act, the Board of
Directors of the  Corporation  shall have the  exclusive  power to make,  alter,
amend and repeal the By-Laws of the Corporation.

     Section 9.2.  Committees.  The powers and duties  conferred or imposed upon
the Board of Directors by these Articles of Incorporation, by the By-Laws of the
Corporation,  or by law may be exercised or performed by an executive  committee
or by one or more other  committees  as may from time to time be  designated  in
accordance with the By-Laws of the Corporation and the Act.

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<PAGE>

     IN  WITNESS  WHEREOF,   the   undersigned,   being  the  President  of  the
Corporation,   hereby   executes   these   Amended  and  Restated   Articles  of
Incorporation  and  verifies,  subject to the  penalties  of  perjury,  that the
statements contained herein are true, on this 13th day of June, 2000.



                                  /s/ James E. LaCrosse
                                ------------------------------------------------
                                James E. LaCrosse, Chairman, President
                                  and Chief Executive Officer




This  instrument  was prepared by Michael J.  Schneider,  Attorney at Law, LOCKE
REYNOLDS  LLP,  201  North  Illinois   Street,   Suite  1000,  P.O.  Box  44961,
Indianapolis, IN 46244-0961.

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