<PAGE>
 
                                                                     Exhibit 3-B

                                    BY-LAWS

                                      OF

                             QUALITY DINING, INC.

                 (As last amended effective December 14, 1998
                             to amend Section 2.1)


                                   ARTICLE I


                           Meetings of Shareholders
                           ------------------------

     Section 1.1.  Annual Meetings.  Annual meetings of the shareholders of
the Corporation shall be held on the first Monday of March of each year
commencing in March, 1995, at such hour and at such place within or without the
State of Indiana as shall be designated by the Board of Directors.  In the
absence of designation, the meeting shall be held at the principal office of the
Corporation at 11:00 a.m. (local time).  The Board of Directors may, by
resolution, change the date or time of such annual meeting.  If the day fixed
for any annual meeting of shareholders shall fall on a legal holiday, then such
annual meeting shall be held on the first following day that is not a legal
holiday.

     Section 1.2.  Special Meetings.  Special meetings of the shareholders
of the Corporation may be called at any time by the Board of Directors or the
Chairman of the Board and shall be called by the Board of Directors if the
Secretary receives written, dated and signed demands for a special meeting,
describing in reasonable detail the purpose or purposes for which it is to be
held, from the holders of shares representing at least twenty-five percent (25%)
of all votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting; provided, however, that any such demand(s) delivered
to the Secretary at any time at which the Corporation has more than 50
shareholders must be properly delivered by the holders of shares representing at
least 80% of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting.  If the Secretary receives one (1)
or more proper written demands for a special meeting of shareholders, the Board
of Directors may set a record date for determining shareholders entitled to make
such demand.  The Board of Directors or the Chairman of the Board, as the case
may be, calling a special meeting of shareholders shall set the date, time and
place of such meeting, which may be held within or without the State of Indiana.

     Section 1.3. Notices. A written notice, stating the date, time, and place
of any meeting of the shareholders, and, in the case of a special meeting, the
purpose or purposes for which such meeting is called, shall be delivered or
mailed by the Secretary of the Corporation, to each shareholder of record of the
Corporation entitled to notice of or to vote at such meeting no fewer than ten
(10) nor more than sixty (60) days before the date of the meeting. In the event
of

<PAGE>
 
a special meeting of shareholders required to be called as the result of a
demand therefor made by shareholders, such notice shall be given no later than
the sixtieth (60th) day after the Corporation's receipt of the demand requiring
the meeting to be called.  Notice of shareholders' meetings, if mailed, shall be
mailed, postage prepaid, to each shareholder at his address shown in the
Corporation's current record of shareholders.

     Notice of a meeting of shareholders shall be given to shareholders not
entitled to vote, but only if a purpose for the meeting is to vote on any
amendment to the Corporation's Restated Articles of Incorporation, merger, or
share exchange to which the Corporation would be a party, sale of the
Corporation's assets, dissolution of the Corporation, or consideration of voting
rights to be accorded to shares acquired or to be acquired in a "control share
acquisition" (as such term is defined in the Indiana Business Corporation Law).
Except as required by the foregoing sentence or as otherwise required by the
Indiana Business Corporation Law or the Corporation's Restated Articles of
Incorporation, notice of a meeting of shareholders is required to be given only
to shareholders entitled to vote at the meeting.

     A shareholder or his proxy may at any time waive notice of a meeting if the
waiver is in writing and is delivered to the Corporation for inclusion in the
minutes or filing with the Corporation's records. A shareholder's attendance at
a meeting, whether in person or by proxy, (a) waives objection to lack of notice
or defective notice of the meeting, unless the shareholder or his proxy at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting, and (b) 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 or his proxy objects to considering the
matter when it is presented. Each shareholder who has, in the manner above
provided, waived notice or objection to notice of a shareholders' meeting shall
be conclusively presumed to have been given due notice of such meeting,
including the purpose or purposes thereof.

     If an annual or special shareholders' meeting is adjourned to a different
date, time, or place, notice need not be given of the new date, time, or place
if the new date, time, or place is announced at the meeting before adjournment,
unless a new record date is or must be established for the adjourned meeting.

     Section 1.4. Voting. Except as otherwise provided by the Indiana Business
Corporation Law or the Corporation's Restated Articles of Incorporation, each
share of the capital stock of any class of the Corporation that is outstanding
at the record date established for any annual or special meeting of shareholders
and is outstanding at the time of and represented in person or by proxy at the
annual or special meeting, shall entitle the record holder thereof, or his
proxy, to one (1) vote on each matter voted on at the meeting.

     Section 1.5. Quorum. Unless the Corporation's Restated Articles of
Incorporation or the Indiana Business Corporation Law provide otherwise, at all
meetings of shareholders, a majority of the votes entitled to be cast on a
matter, represented in person or by proxy, constitutes a quorum for action on
the matter. Action may be taken at a shareholders'

                                      -2-

<PAGE>
 
meeting only on matters with respect to which a quorum exists; provided,
however, that any meeting of shareholders, including annual and special meetings
and any adjournments thereof, may be adjourned to a later date although less
than a quorum is present. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting.

     Section 1.6. Vote Required To Take Action. If a quorum exists as to a
matter to be considered at a meeting of shareholders, action on such matter
(other than the election of Directors) is approved if the votes properly cast
favoring the action exceed the votes properly cast opposing the action, except
as the Corporation's Restated Articles of Incorporation or the Indiana Business
Corporation Law require a greater number of affirmative votes. Directors shall
be elected by a plurality of the votes properly cast.

     Section 1.7. Record Date. Only such persons shall be entitled to notice of
or to vote, in person or by proxy, at any shareholders' meeting as shall appear
as shareholders upon the books of the Corporation as of such record date as the
Board of Directors shall determine, which date may not be earlier than the date
seventy (70) days immediately preceding the meeting. In the absence of such
determination, the record date shall be the fiftieth (50th) day immediately
preceding the date of such meeting. Unless otherwise provided by the Board of
Directors, shareholders shall be determined as of the close of business on the
record date.

     Section 1.8. Proxies. A shareholder may vote his shares either in person or
by proxy. A shareholder may appoint a proxy to vote or otherwise act for the
shareholder (including authorizing the proxy to receive, or to waive, notice of
any shareholders' meeting within the effective period of such proxy) by signing
an appointment form, either personally or by the shareholders' attorney-in-fact.
An appointment of a proxy is effective when received by the Secretary or other
officer or agent authorized to tabulate votes and is effective for eleven (11)
months unless a longer period is expressly provided in the appointment form. The
proxy's authority may be limited to a particular meeting or may be general and
authorize the proxy to represent the shareholder at any meeting of shareholders
held within the time provided in the appointment form. Subject to the Indiana
Business Corporation Law and to any express limitation on the proxy's authority
appearing on the face of the appointment form, the Corporation is entitled to
accept the proxy's vote or other action as that of the shareholder making the
appointment.

     Section 1.9. Removal of Directors. Any or all of the members of the Board
of Directors may be removed, for good cause, only at a meeting of the
shareholders called expressly for that purpose, by a vote of the holders of
outstanding shares representing at least sixty-six and two-thirds percent (66-
2/3%) of the votes then entitled to be cast at an election of Directors.
Directors may not be removed in the absence of good cause.

     Section 1.10. Written Consents. Any action required or permitted to be
taken at a shareholders' meeting may be taken without a meeting if the action is
taken by all the

                                      -3-

<PAGE>
 
shareholders entitled to vote on the action.  The action
must be evidenced by one (1) or more written consents describing the action
taken, signed by all the shareholders entitled to vote on the action, and
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records.  Action taken under this Section 1.10 is effective when the
last shareholder signs the consent, unless the consent specifies a different
prior or subsequent effective date, in which case the action is effective on or
as of the specified date.  Such consent shall have the same effect as a
unanimous vote of all shareholders and may be described as such in any document.

     Section 1.11. Participation by Conference Telephone. The Chairman of the
Board or the Board of Directors may permit any or all shareholders to
participate in an annual or special meeting of shareholders by, or through the
use of, any means of communication, such as conference telephone, by which all
shareholders participating may simultaneously hear each other during the
meeting. A shareholder participating in a meeting by such means shall be deemed
to be present in person at the meeting.


                                  ARTICLE II


                                   Directors
                                   ---------

     Section 2.1. Number and Terms. The business and affairs of the Corporation
shall be managed under the direction of a Board of Directors consisting of seven
(7) directors.

     The Directors shall be divided into three (3) groups, with each group
consisting of one-third (1/3) of the total Directors, as near as may be, with
the term of office of the first group to expire at the annual meeting of
shareholders in 1995, the term of office of the second group to expire at the
annual meeting of shareholders in 1996, and the term of office of the third
group to expire at the annual meeting of shareholders in 1997; and at each
annual meeting of shareholders, the Directors chosen to succeed those whose
terms then expire shall be identified as being of the same group as the
Directors they succeed and shall be elected for a term expiring at the third
succeeding annual meeting of shareholders.

     Despite the expiration of a Director's term, the Director shall continue to
serve until his successor is elected and qualified, or until the earlier of his
death, resignation, disqualification or removal, or until there is a decrease in
the number of Directors. Any vacancy occurring in the Board of Directors, from
whatever cause arising, shall be filled by selection of a successor by a
majority vote of the remaining members of the Board of Directors (although less
than a quorum); provided, however, that if such vacancy or vacancies leave the
Board of Directors with no members or if the remaining members of the Board are
unable to agree upon a successor or determine not to select a successor, such
vacancy may be filled by a vote of the shareholders at a special meeting called
for that purpose or at the next annual meeting of shareholders. The term of a
Director elected or selected to fill a vacancy shall expire at the end of the
term for which such Director's predecessor was elected, or if the vacancy arises
because of an increase in the size of Board of Directors, at the end of the term
specified at the time of

                                      -4-

<PAGE>
 
election or selection.

     The Directors and each of them shall have no authority to bind the
Corporation except when acting as a Board.


     Section 2.2. Quorum and Vote Required To Take Action. A majority of the
whole Board of Directors shall be necessary to constitute a quorum for the
transaction of any business, except the filling of vacancies. If a quorum 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 act of
a greater number is required by the Indiana Business Corporation Law, the
Corporation's Restated Articles of Incorporation or these By-Laws.

     Section 2.3. Annual and Regular Meetings. The Board of Directors shall meet
annually, without notice, immediately following the annual meeting of the
shareholders, for the purpose of transacting such business as properly may come
before the meeting. Other regular meetings of the Board of Directors, in
addition to said annual meeting, shall be held on such dates, at such times and
at such places as shall be fixed by resolution adopted by the Board of Directors
and specified in a notice of each such regular meeting, or otherwise
communicated to the Directors. The Board of Directors may at any time alter the
date for the next regular meeting of the Board of Directors.

     Section 2.4. Special Meetings. Special meetings of the Board of Directors
may be called by any member of the Board of Directors upon not less than twenty-
four (24) hours' notice given to each Director of the date, time, and place of
the meeting, which notice need not specify the purpose or purposes of the
special meeting. Such notice may be communicated in person (either in writing or
orally), by telephone, telegraph, teletype, or other form of wire or wireless
communication, or by mail, and shall be effective at the earlier of the time of
its receipt or, if mailed, five (5) days after its mailing. Notice of any
meeting of the Board may be waived in writing at any time if the waiver is
signed by the Director entitled to the notice and is filed with the minutes or
corporate records. 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 action taken at the meeting.

     Section 2.5. Written Consents. Any action required or permitted to be taken
at any meeting of the Board of Directors may be taken without a meeting if the
action is taken by all members of the Board. The action must be 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. Action taken under this Section 2.5 is effective
when the last Director signs the consent, unless the consent specifies a
different prior or subsequent effective date, in which cases the action is
effective on or as of the specified date. A consent signed under this Section
2.5 shall have the same effect as a unanimous vote of all members of the Board
and may be described as such in any document.

                                      -5-

<PAGE>
 
          Section 2.6.  Participation by Conference Telephone.  The Board of
Directors may permit any or all Directors to participate in a regular or special
meeting by, or through the use of, any means of communication, such as
conference telephone, by which all Directors participating may simultaneously
hear each other during the meeting.  A Director participating in a meeting by
such means shall be deemed to be present in person at the meeting.

          Section 2.7.  Executive Committee.  The Board of Directors shall
appoint up to six (6) members to an Executive Committee.  The Executive
Committee shall, subject to the restrictions of Section 2.9, be authorized to
exercise the authority of the full Board of Directors at any times other than
during regular or special meetings of the Board of Directors.  All actions taken
by the Executive Committee shall be reported at the first regular meeting of the
Board of Directors following such actions.  Members of the Executive Committee
shall serve at the pleasure of the Board of Directors.

          Section 2.8.  Other Committees.  (a) The Board of Directors may create
one (1) or more committees in addition to the Executive Committee and appoint
members of the Board of Directors to serve on them, by resolution of the Board
of Directors adopted by a majority of all the Directors in office when the
resolution is adopted.  The committee may exercise the authority of the Board of
Directors to the extent specified in the resolution.  Each committee may have
one (1) or more members, and all the members of such committee shall serve at
the pleasure of the Board of Directors.



          Section 2.9.  Limitations on Committees; Notice, Quorum and Voting.

          (a) Neither the Executive Committee nor any other committee hereafter
established may:



     (1)  authorize dividends or other distributions, except a committee may
          authorize or approve a reacquisition of shares if done according to a
          formula or method prescribed by the Board of Directors;

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

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

     (4)  except as permitted under Section 2.9(a)(7) below, amend the
          Corporation's Restated Articles of Incorporation under IC 23-1-38-2;

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

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

     (7)  authorize or approve the issuance or sale or a contract for sale of
          shares, or determine the designation and relative rights, preferences,
          and limitations 

                                      -6-
<PAGE>
 
          of a class or series of shares, except the Board of Directors may
          authorize a committee (or an executive officer of the Corporation
          designated by the Board of Directors) to take the action described in
          this Section 2.9(a)(7) within limits prescribed by the Board of
          Directors.

          (b) Except to the extent inconsistent with the resolutions creating a
committee, Sections 2.1 through 2.6 of these By-Laws, which govern meetings,
action without meetings, notice and waiver of notice, quorum and voting
requirements and telephone participation in meetings of the Board of Directors,
apply to each committee and its members as well.



                                  ARTICLE III


                                   Officers
                                   --------

          Section 3.1.  Designation, Selection and Terms.  The officers of the
Corporation shall consist of the Chairman of the Board, the President, the Chief
Financial Officer, the Treasurer and the Secretary.  The Board of Directors may
also elect Vice Presidents, Assistant Secretaries and Assistant Treasurers, and
such other officers or assistant officers as it may from time to time determine
by resolution creating the office and defining the duties thereof.  In addition,
the Chairman of the Board or the President may, by a certificate of appointment
creating the office and defining the duties thereof delivered to the Secretary
for inclusion with the corporate records, from time to time create and appoint
such assistant officers as they deem desirable.  The officers of the Corporation
shall be elected by the Board of Directors (or appointed by the Chairman of the
Board or the President as provided above) and need not be selected from among
the members of the Board of Directors, except for the Chairman of the Board and
the President who shall be members of the Board of Directors.  Any two (2) or
more offices may be held by the same person.  All officers shall serve at the
pleasure of the Board of Directors and, with respect to officers appointed by
the Chairman of the Board or the President, also at the pleasure of such
officers.  The election or appointment of an officer does not itself create
contract rights.

          Section 3.2.  Removal.  The Board of Directors may remove any officer
at any time with or without cause.  An officer appointed by the Chairman of the
Board or the President may also be removed at any time, with or without cause,
by either of such officers.  Vacancies in such offices, however occurring, may
be filled by the Board of Directors at any meeting of the Board of Directors (or
by appointment by the Chairman of the Board or the President, to the extent
provided in Section 3.1 of these By-Laws).

          Section 3.3.  Chairman of the Board.  The Chairman of the Board shall
be the chief executive and principal policymaking officer of the Corporation.
Subject to the authority of the Board of Directors, he shall formulate the major
policies to be pursued in the administration of the Corporation's affairs.  He
shall study and make reports and recommendations to the Board of Directors with
respect to major problems and activities of the 
                          
                                      -7-
<PAGE>
 
Corporation and shall see that the established policies are placed into effect
and carried out under the direction of the President. The Chairman of the Board
shall, if present, preside at all meetings of the shareholders and of the Board
of Directors.

          Section 3.4.  Co-Chairman of the Board.  The Co-Chairman of the Board
shall not be an officer of the Corporation, but shall have such power and
perform such duties as the Board of Directors or the Chairman of the Board may,
from time to time, prescribe.  In the absence of the Chairman of the Board, or
at the request of the Chairman of the Board, the Co-Chairman of the Board shall
preside at meetings of the shareholders and of the Board of Directors.

          Section 3.5.  President.  Subject to the provisions of Section 3.3,
the President shall be the chief operating officer of the Corporation, shall
exercise the powers and perform the duties which ordinarily appertain to that
office and shall manage and operate the business and affairs of the Corporation
in conformity with the policies established by the Board of Directors and by the
Chairman of the Board, or as may be provided for in these By-Laws.  In
connection with the performance of his duties, he shall keep the Chairman of the
Board fully informed as to all phases of the Corporation's activities.  In the
absence of the Chairman of the Board, the President shall preside at meetings of
the shareholders and of the Board of Directors.

          Section 3.6.  Chief Financial Officer.  The Chief Financial Officer
shall be the chief financial officer of the Corporation and shall perform all of
the duties customary to that office.  He shall be responsible for all of the
Corporation's financial affairs, subject to the supervision and direction of the
Chairman of the Board and the President, and shall have and perform such further
powers and duties as the Board of Directors may, from time to time, prescribe
and as the Chairman of the Board or the President may, from time to time,
delegate to him.

          Section 3.7.  Vice Presidents.  Each Vice President shall have such
powers and perform such duties as the Board of Directors may, from time to time,
prescribe and as the Chairman of the Board or the President may, from time to
time, delegate to him.

          Section 3.8.  Treasurer.  The Treasurer shall perform all of the
duties customary to that office, shall be the chief accounting officer of the
Corporation and shall be responsible for maintaining the Corporation's
accounting books and records and preparing its financial statements, subject to
the supervision and direction of the Chief Financial Officer and other superior
officers within the Corporation.  He shall also be responsible for causing the
Corporation to furnish financial statements to its shareholders pursuant to IC
23-1-53-1.

          Section 3.9.  Assistant Treasurer.  In the absence or inability of the
Treasurer, the Assistant Treasurer, if any, shall perform only such duties as
are specifically assigned to him, in writing, by the Board of Directors, the
Chairman of the Board, the President, the Chief Financial Officer, or the
Treasurer.
                  
                                      -8-
<PAGE>
 
          Section 3.10.  Secretary.  The Secretary shall be the custodian of the
books, papers, and records of the Corporation and of its corporate seal, if any,
and shall be responsible for seeing that the Corporation maintains the records
required by IC 23-1-52-1 (other than accounting records) and that the
Corporation files with the Indiana Secretary of State the annual report required
by IC 23-1-53-3.  The Secretary shall be responsible for preparing minutes of
the meetings of the shareholders and of the Board of Directors and for
authenticating records of the Corporation, and he shall perform all of the other
duties usual in the office of Secretary of a corporation.

          Section 3.11.  Assistant Secretary.  In the absence or inability of
the Secretary, the Assistant Secretary, if any, shall perform only such duties
as are provided herein or specifically assigned to him, in writing, by the Board
of Directors, the Chairman of the Board, the President, or the Secretary.

          Section 3.12.  Salary.  The Board of Directors may, at its discretion,
from time to time, fix the salary of any officer by resolution included in the
minute book of the Corporation.



                                  ARTICLE IV


                                    Checks
                                    ------

          All checks, drafts, or other orders for payment of money shall be
signed in the name of the Corporation by such officers or persons as shall be
designated from time to time by resolution adopted by the Board of Directors and
included in the minute book of the Corporation; and in the absence of such
designation, such checks, drafts, or other orders for payment shall be signed by
the Chairman, the President, the Vice President-Finance or the Treasurer.



                                   ARTICLE V


                                     Loans
                                     -----



          Such of the officers of the Corporation as shall be designated from
time to time by resolution adopted by the Board of Directors and included in the
minute book of the Corporation shall have the power, with such limitations
thereon as may be fixed by the Board of Directors, to borrow money in the
Corporation's behalf, to establish credit, to discount bills and papers, to
pledge collateral, and to execute such notes, bonds, debentures, or other
evidences of indebtedness, and such mortgages, trust indentures, and other
instruments in connection therewith, as may be authorized from time to time by
such Board of Directors.
                                     
                                      -9-
<PAGE>
 
                                  ARTICLE VI


                            Execution of Documents
                            ----------------------


          The Chairman of the Board, the President or any other officer
authorized by the Board of Directors may, in the Corporation's name, sign all
deeds, leases, contracts, or similar documents unless otherwise directed by the
Board of Directors or otherwise provided herein or in the Corporation's Restated
Articles of Incorporation, or as otherwise required by law.



                                  ARTICLE VII


                                     Stock
                                     -----


          Section 7.1.  Execution.  Certificates for shares of the capital stock
of the Corporation shall be signed by the Chairman of the Board or the President
and by the Secretary and the seal of the Corporation (or a facsimile thereof),
if any, may be thereto affixed.  Where any such certificate is also signed by a
transfer agent or a registrar, or both, the signatures of the officers of the
Corporation may be facsimiles.  The Corporation may issue and deliver any such
certificate notwithstanding that any such officer who shall have signed, or
whose facsimile signature shall have been imprinted on, such certificate shall
have ceased to be such officer.

          Section 7.2.  Contents.  Each certificate issued after the adoption of
these By-Laws shall state on its face the name of the Corporation and that it is
organized under the laws of the State of Indiana, the name of the person to whom
it is issued, and the number and class of shares and the designation of the
series, if any, the certificate represents, and shall state conspicuously on its
front or back that the Corporation will furnish the shareholder, upon his
written request and without charge, a summary of 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).

          Section 7.3.  Transfers.  Except as otherwise provided by law or by
resolution of the Board of Directors, transfers of shares of the capital stock
of the Corporation shall be made only on the books of the Corporation by the
holder thereof, in person or by duly authorized attorney, on payment of all
taxes thereon and surrender for cancellation of the certificate or certificates
for such shares (except as hereinafter provided in the case of loss,
destruction, or mutilation of certificates) properly endorsed by the holder
thereof or accompanied by the proper evidence of succession, assignment, or
authority to transfer, and delivered to the Secretary or an Assistant Secretary.

          Section 7.4.  Stock Transfer Records.  There shall be entered upon the
stock records of the Corporation the number of each certificate issued, the name
and address of the registered holder of such certificate, the number, kind, and
class of shares represented by such 
                      
                                     -10-
<PAGE>
 
certificate, the date of issue, whether the shares are originally issued or
transferred, the registered holder from whom transferred, and such other
information as is commonly required to be shown by such records. The stock
records of the Corporation shall be kept at its principal office, unless the
Corporation appoints a transfer agent or registrar, in which case the
Corporation shall keep at its principal office a complete and accurate
shareholders' list giving the names and addresses of all shareholders and the
number and class of shares held by each. If a transfer agent is appointed by the
Corporation, shareholders shall give written notice of any changes in their
addresses from time to time to the transfer agent.

          Section 7.5.  Transfer Agents and Registrars.  The Board of Directors
may appoint one or more transfer agents and one or more registrars and may
require each stock certificate to bear the signature of either or both.

          Section 7.6.  Loss, Destruction, or Mutilation of Certificates.  The
holder of any of the capital stock of the Corporation shall immediately notify
the Corporation of any loss, destruction, or mutilation of the certificate
therefor, and the Board of Directors may, in its discretion, cause to be issued
to him a new certificate or certificates of stock, upon the surrender of the
mutilated certificate, or, in the case of loss or destruction, upon satisfactory
proof of such loss or destruction.  The Board of Directors may, in its
discretion, require the holder of the lost or destroyed certificate or his legal
representative to give the Corporation a bond in such sum and in such form, and
with such surety or sureties as it may direct, to indemnify the Corporation, its
transfer agents, and registrars, if any, against any claim that may be made
against them or any of them with respect to the capital stock represented by the
certificate or certificates alleged to have been lost or destroyed, but the
Board of Directors may, in its discretion, refuse to issue a new certificate or
certificates, save upon the order of a court having jurisdiction in such
matters.

          Section 7.7.  Form of Certificates.  The form of the certificates for
shares of the capital stock of the Corporation shall conform to the requirements
of Section 7.2 of these By-Laws and be in such printed form as shall from time
to time be approved by resolution of the Board of Directors.



                                 ARTICLE VIII


                                     Seal
                                     ----


          The corporate seal of the Corporation shall, if the Corporation elects
to have one, be in the form of a disc, with the name of the Corporation and
"INDIANA" on the periphery thereof and the word "SEAL" in the center.
                    
                                     -11-
<PAGE>
 
                                  ARTICLE IX



                                 Miscellaneous
                                 -------------


          Section 9.1.  Indiana Business Corporation Law.  The provisions of the
Indiana Business Corporation law, as amended, applicable to all matters relevant
to, but not specifically covered by, these By-Laws are hereby, by reference,
incorporated in and made a part of these By-Laws.

          Section 9.2.  Fiscal Year.  The fiscal year of the Corporation shall
end on the last Sunday in October of each year.

          Section 9.3.  Election to be governed by Indiana Code (S) 23-1-43.
Effective upon the registration of the Corporation's common stock under Section
12 of the Securities Exchange Act of 1934, as amended, the Corporation shall be
governed by the provisions of IC 23-1-43 regarding business combinations.

          Section 9.4.  Control Share Acquisition Statute.  The provisions of IC
23-1-42 shall apply to the acquisition of shares of the Corporation.

          Section 9.5.  Redemption of Shares Acquired in Control Share
Acquisitions.  If and whenever the provisions of IC 23-1-42 apply to the
Corporation, any or all control shares acquired in a control share acquisition
shall be subject to redemption by the Corporation, if either:


          (a) no acquiring person statement has been filed with the Corporation
     with respect to such control share acquisition in accordance with IC 23-1-
     42-6, or

          (b) the control shares are not accorded full voting rights by the
     Corporation's shareholders as provided in IC 23-1-42-9.

A redemption pursuant to Section 9.5(a) may be made at any time during the
period ending sixty (60) days after the last acquisition of control shares by
the acquiring person.  A redemption pursuant to Section 9.5(b) may be made at
any time during the period ending two (2) years after the shareholder vote with
respect to the granting of voting rights to such control shares.  Any redemption
pursuant to this Section 9.5 shall be made at the fair value of the control
shares and pursuant to such procedures for such redemption as may be set forth
in these By-Laws or adopted by resolution of the Board of Directors.

          As used in this Section 9.5, the terms "control shares," "control
share acquisition," "acquiring person statement," and "acquiring person" shall
have the meanings ascribed to such terms in IC 23-1-42.

          Section 9.6.  Amendments.  These By-Laws may be rescinded, changed, or
amended, and provisions hereof may be waived, at any meeting of the Board of
Directors by the 
                 
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affirmative vote of a majority of the entire number of Directors at the time,
except as otherwise required by the Corporation's Articles of Incorporation or
by the Indiana Business Corporation Law.

          Section 9.7.  Definition of Articles of Incorporation.  The term
"Articles of Incorporation" as used in these By-Laws means the Amended or
Restated Articles of Incorporation of the Corporation as from time to time are
in effect.
                      
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