Exhibit 3.2
                                                                     -----------

                              AMENDED AND RESTATED
                                 CODE OF BY-LAWS
                                       OF
                               FINISHMASTER, INC.

                                    ARTICLE I
                                     Offices


     Section 1. Principal Office. The principal office (the "Principal  Office")
of FinishMaster,  Inc. (the "Corporation") shall be at 54 Monument Circle, Suite
700,  Indianapolis,  Indiana,  or such  other  place as shall be  determined  by
resolution of the Board of Directors of the Corporation (the "Board").

     Section 2. Other Offices.  The  Corporation  may have such other offices at
such other  places  within or without the State of Indiana as the Board may from
time to time designate, or as the business of the Corporation may require.


                                   ARTICLE II
                              Shareholder Meetings

     Section 1. Place of  Meeting.  Every  meeting  of the  shareholders  of the
Corporation (the "Shareholders") shall be held at the Principal Office, unless a
different  place is  specified in the notice or waiver of notice of such meeting
or by resolution of the Board or the  Shareholders,  in which event such meeting
may be held at the place so  specified,  either  within or without  the State of
Indiana.

     Section 2 Annual  Meeting.  The  annual  meeting of the  Shareholders  (the
"Annual  Meeting")  shall be held each year within 120 days after the end of the
Corporation's  fiscal  year,  for  the  purpose  of  electing  directors  of the
Corporation  ("Directors") and for the transaction of such other business as may
legally  come before the Annual  Meeting.  If for any reason the Annual  Meeting
shall not be held within the time herein  provided,  the same may be held at any
time thereafter,  or the business to be transacted at such Annual Meeting may be
transacted  at any special  meeting of the  Shareholders  (a "Special  Meeting")
called for that purpose.

     Section 3.  Notice of Annual  Meeting.  Written  or  printed  notice of the
Annual Meeting,  stating the date, time and place thereof, shall be delivered or
mailed by the Secretary or an Assistant  Secretary to each Shareholder of record
entitled to notice of such  Annual  Meeting,  at such  address as appears on the
records of the Corporation, at least ten and not more than sixty days before the
date of such Annual Meeting.

     Section 4. Special Meetings.  Special Meetings, for any purpose or purposes
(unless otherwise  prescribed by law), may be called by only the Chairman of the
Board of Directors (the "Chairman"),  or by the Board,  pursuant to a resolution
adopted by a majority of the total number of Directors  of the  Corporation,  to
vote on the business proposed to be transacted thereat. All requests for Special
Meetings  shall  state  the  purpose  or  purposes  thereof,  and  the  business
transacted at such Special  Meeting shall be confined to the purposes  stated in
the call and matters germane thereto.

     Section 5.  Notice of Special  Meetings.  Written or printed  notice of all
Special Meetings, stating the date, time, place and purpose or purposes thereof,
shall be delivered or mailed by the Secretary or the Chairman,  the President or
any Vice  President  calling the Special  Meeting to each  Shareholder of record
entitled to notice of such  Special  Meeting,  at such address as appears on the
records of the Corporation, at least ten and not more than sixty days before the
date of such Special Meeting.

     Section 6.  Waiver of Notice of  Meetings.  Notice of any Annual or Special
Meeting (a  "Meeting")  may be waived in writing by any  Shareholder,  before or
after the date and time of the Meeting  specified  in the notice  thereof,  by a
written  waiver  delivered to the  Corporation  for  inclusion in the minutes or
filing with the corporate records. A Shareholder's  attendance at any Meeting in
person or by proxy  shall  constitute  a waiver of (a)  notice of such  Meeting,
unless the Shareholder at the beginning of the Meeting objects to the holding of
or the  transaction of business at the Meeting,  and (b)  consideration  at such
Meeting of any business 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 7. Quorum. At any Meeting,  the holders of a majority of the voting
power of all shares of the Corporation (the "Shares") issued and outstanding and
entitled  to vote at such  Meeting,  represented  in person  or by proxy,  shall
constitute  a quorum for the election of  Directors  or for the  transaction  of
other business,  unless otherwise provided by law, the Articles of Incorporation
of the  Corporation,  as the same  may,  from  time to  time,  be  amended  (the
"Articles"))  or this Code of By-Laws,  as the same may,  from time to time,  be
amended  (these  "By-Laws").  If,  however,  a quorum  shall not be  present  or
represented at any Meeting, the Shareholders  entitled to vote thereat,  present
in person or represented by proxy,  shall have power to adjourn the Meeting from
time to time, without notice other than announcement at the Meeting of the date,
time and  place  of the  adjourned  Meeting,  unless  the date of the  adjourned
Meeting  requires  that the Board fix a new  record  date  (the  "Record  Date")
therefor,  in which case notice of the adjourned Meeting shall be given. At such
adjourned Meeting, if a quorum shall be present or represented, any business may
be  transacted  that might have been  transacted  at the  Meeting as  originally
scheduled.

     Section 8. Voting.  At each  Meeting,  every  Shareholder  entitled to vote
shall  have one vote for each  Share  standing  in his name on the  books of the
Corporation as of the Record Date fixed by the Board for such Meeting, except as
otherwise  provided  by law or the  Articles,  and except that no Share shall be
voted at any Meeting  upon which any portion of the  consideration  required for
the initial issuance thereof remains unpaid.  Voting for Directors and, upon the
demand of any Shareholder,  voting upon any question  properly before a Meeting,
shall be by ballot.  A plurality  vote shall be necessary to elect any Director,
and on all other  matters,  the action or a question  shall be  approved  if the
number of votes  cast  thereon in favor of the action or  question  exceeds  the
number of votes  cast  opposing  the  action or  question,  except as  otherwise
provided by law or the Articles.

     Section 9.  Shareholder  List. The Secretary shall prepare,  or cause to be
prepared,  before each Meeting a complete list of the  Shareholders  entitled to
notice of such Meeting,  arranged in alphabetical  order by class of Shares (and
each  series  within a class),  and  showing  the  address of, and the number of
Shares  entitled to vote held by, each  Shareholder  (the  "Shareholder  List").
Beginning  five business days before the Meeting and  continuing  throughout the
Meeting,  the Shareholder  List shall be on file at the Principal Office or at a
place  identified  in the Meeting  notice in the city where the Meeting  will be
held, and shall be available for inspection by any Shareholder  entitled to vote
at the Meeting.  On written demand,  made in good faith and for a proper purpose
and describing with reasonable  particularity the Shareholder's  purpose, and if
the Shareholder List is directly  connected with the  Shareholder's  purpose,  a
Shareholder  (or such  Shareholder's  agent or attorney  authorized  in writing)
shall be entitled to inspect and to copy the  Shareholder  List,  during regular
business  hours  and  at  the  Shareholder's  expense,  during  the  period  the
Shareholder  List is available for  inspection.  The original  stock register or
transfer book (the "Stock  Book"),  or a duplicate  thereof kept in the State of
Indiana,  shall be the only evidence as to who are the Shareholders  entitled to
examine the Shareholder List, or to notice of or to vote at any Meeting.

     Section 10.  Proxies.  A Shareholder  may vote either in person or by proxy
executed in writing by the Shareholder or a duly authorized attorney-in-fact. No
proxy shall be valid after eleven months from the date of its execution,  unless
a shorter or longer time is expressly provided therein.

     Section 11. Notice of  Shareholder  Business.  At an Annual  Meeting of the
Shareholders,  only such business shall be conducted as shall have been properly
brought before the Meeting.  To be properly  brought  before an Annual  Meeting,
business  must be (a)  specified  in the  notice of Meeting  (or any  supplement
thereto)  given by or at the  direction  of the Board,  (b)  otherwise  properly
brought before the Meeting by or at the direction of the Board, or (c) otherwise
properly  brought  before  the  Meeting by a  Shareholder.  For  business  to be
properly brought before an Annual Meeting by a Shareholder, the Shareholder must
have the legal right and authority to make the Proposal for consideration at the
Meeting and the Shareholder  must have given timely notice thereof in writing to
the Secretary of the Corporation.  To be timely, a Shareholder's  notice must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation,  not less than 120 days prior to the  Meeting;  provided,  however,
that in the event that less than 130 days' notice or prior public  disclosure of
the date of the Meeting is given or made to Shareholders (which notice or public
disclosure  shall  include  the date of the Annual  Meeting  specified  in these
By-Laws,  if such  By-Laws  have been filed  with the  Securities  and  Exchange
Commission  and if the  Annual  Meeting  is held on such  date),  notice  by the
Shareholder  to be  timely  must be so  received  not  later  than the  close of
business on the 10th day  following  the day on which such notice of the date of
the  Annual   Meeting  was  mailed  or  such  public   disclosure  was  made.  A
Shareholder's  notice to the  Secretary  shall set forth as to each  matter  the
Shareholder  proposes to bring before the Annual Meeting (a) a brief description
of the business  desired to be brought before the Annual Meeting and the reasons
for  conducting  such  business at the Annual  Meeting,  (b) the name and record
address of the Shareholders proposing such business, (c) the class and number of
shares of the Corporation which are beneficially  owned by the Shareholder,  and
(d) any material  interest of the Shareholder in such business.  Notwithstanding
anything in these By-Laws to the contrary,  no business shall be conducted at an
Annual  Meeting  except  in  accordance  with the  procedures  set forth in this
Section  11. The  Chairman of an Annual  Meeting  shall,  if the facts  warrant,
determine  and declare to the Meeting that  business  was not  properly  brought
before the Meeting and in accordance with the provisions of this Section 11, and
if he should so  determine,  he shall so  declare  to the  Meeting  and any such
business not properly brought before the Meeting shall not be transacted. At any
Special  Meeting of the  Shareholders,  only such business shall be conducted as
shall have been brought  before the Meeting by or at the  direction of the Board
of Directors.

     Section 12. Notice of Shareholder Nominees.  Only persons who are nominated
in accordance with the procedures set forth in this Section 12 shall be eligible
for election as Directors.  Nominations of persons for election to the Board may
be made at a Meeting  of  Shareholders  by or at the  direction  of the Board of
Directors,  by any  nominating  committee  or person  appointed  by the Board of
Directors  or by any  Shareholder  of the  Corporation  entitled to vote for the
election of Directors at the Meeting who complies with the notice procedures set
forth in this Section 12. Such  nominations,  other than those made by or at the
direction of the Board,  shall be made  pursuant to timely  notice in writing to
the Secretary of the Corporation.  To be timely, a Shareholder's notice shall be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation not less than 120 days prior to the Meeting; provided, however, that
in the event that less than 130 days' notice or prior public  disclosure  of the
date of the  Meeting is given or made to  Shareholders  (which  notice or public
disclosure  shall  include  the date of the Annual  Meeting  specified  in these
By-Laws,  if such  By-Laws  have been filed  with the  Securities  and  Exchange
Commission  and if the  Annual  Meeting  is held on such  date),  notice  by the
Shareholders  to be  timely  must be so  received  not  later  than the close of
business on the 10th day  following  the day on which such notice of the date of
the Meeting was mailed or such public  disclosure was made.  Such  Shareholder's
notice  shall set forth (a) as to each person whom the  Shareholder  proposes to
nominate for election or re-election as a Director,  (i) the name, age, business
address and residence address of such person,  (ii) the principal  occupation or
employment  of such  person,  (iii)  the  class  and  number  of  shares  of the
Corporation  which  are  beneficially  owned by such  person  and (iv) any other
information  relating  to  such  person  that is  required  to be  disclosed  in
solicitations of proxies for election of Directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities  Exchange Act of 1934,
as amended  (including without limitation such person's written consent to being
named in the proxy  statement  as a nominee  and to  serving  as a  Director  if
elected);  and (b) as to the  Shareholder  giving  the  notice  (i) the name and
record  address of such  Shareholder  and (ii) the class and number of shares of
the Corporation  which are  beneficially  owned by such  Shareholder.  No person
shall be eligible for election as a Director of the Corporation unless nominated
in accordance  with the procedures set forth in this Section 12. The Chairman of
the Meeting shall,  if the facts  warrant,  determine and declare to the Meeting
that a nomination was not made in accordance  with the procedures  prescribed by
these By-Laws, and if he should so determine, he shall so declare to the Meeting
and the defective nomination shall be disregarded.


<PAGE>



                                   ARTICLE IV
                               Board of Directors

     Section 1. Number.  The business  and affairs of the  Corporation  shall be
managed  by a Board  of not  less  than  two  (2) nor  more  than  fifteen  (15)
Directors,  as may be  specified  from time to time by  resolution  adopted by a
majority of the total number of the Corporation's  Directors (the "Full Board").
If and  whenever  the  Board  of  Directors  has not  specified  the  number  of
Directors, the number shall be seven (7).

     Section 2. Removal and Vacancies.  (a) Any Director may be removed,  either
with or  without  cause,  at any  meeting  of the  Shareholders  called for that
purpose if the meeting  notice states that the purpose or one of the purposes of
the meeting is removal of the Director and if the number of votes cast to remove
the Director exceeds the number of votes cast not to remove the Director. If the
notice so  provides,  the  vacancy  caused by the  removal  may be filled at the
meeting by vote of the holders of a majority of the  outstanding  shares present
and entitled to vote for the election of Directors.

     (b) Any vacancy occurring in the Board,  including a vacancy resulting from
an increase in the number of  Directors,  may be filled by the Board,  or if the
Directors  remaining in office constitute fewer than a quorum of the Board, they
may fill the vacancy by the affirmative  vote of a majority of all the Directors
remaining  in  office.  Each  Director  so chosen  shall hold  office  until the
expiration  of the term of the  Director,  if any,  whom he has been  chosen  to
succeed,  or, if none,  until the expiration of the term designated by the Board
for the directorship to which he has been elected, or until his earlier removal,
resignation, death, or other incapacity.

     Section  3.  Powers  and  Duties.  In  addition  to the  powers  and duties
expressly conferred upon it by law, the Articles or these By-Laws, the Board may
exercise  all such  powers of the  Corporation  and do all such  lawful acts and
things as are not  inconsistent  with the law,  the  Articles or these  By-Laws.
Without limiting the generality of the foregoing, the Board is authorized to fix
the  compensation  of  Directors  for  attendance  at  meetings of the Board and
additional compensation for additional services any Director may perform for the
Corporation.

     Section 4. Annual Board Meeting.  Unless otherwise determined by the Board,
the Board  shall meet each year  immediately  after the Annual  Meeting,  at the
place  where such  Meeting  has been  held,  for the  purpose  of  organization,
election of Officers of the Corporation  (the  "Officers") and  consideration of
any other  business that may properly be brought  before such annual  meeting of
the Board (the "Annual  Board  Meeting").  No notice shall be necessary  for the
holding of the Annual Board Meeting.  If the Annual Board Meeting is not held as
above  provided,  the  election of Officers may be held at any  subsequent  duly
constituted meeting of the Board (a "Board Meeting").

     Section 5. Regular Board Meetings.  Regular meetings of the Board ("Regular
Board  Meetings")  may be held at stated times or from time to time, and at such
place,  either  within  or  without  the  State of  Indiana,  as the  Board  may
determine, without call and without notice.


<PAGE>



     Section 6. Special Board Meetings.  Special meetings of the Board ("Special
Board  Meetings")  may be called at any time or from time to time,  and shall be
called on the written request of at least two Directors,  by the Chairman or the
President,  by causing the Secretary or any Assistant  Secretary to give to each
Director, either personally or by mail, telephone,  telegraph, teletype or other
form of wire or wireless  communication  at least two days'  notice of the date,
time and place of such  Meeting.  Special  Board  Meetings  shall be held at the
Principal Office or at such other place, within or without the State of Indiana,
as shall be specified in the respective notices or waivers of notice thereof.

     Section 7. Waiver of Notice and Assent.  A Director may waive notice of any
Board Meeting  before or after the date and time of the Board Meeting  stated in
the notice by a written waiver signed by the Director and filed with the minutes
or corporate  records.  A Director's  attendance at or  participation in a Board
Meeting  shall  constitute  a waiver of notice of such Meeting and assent to any
corporate action taken at such Meeting, unless (a) the Director at the beginning
of such  Meeting  (or  promptly  upon his  arrival)  objects  to  holding  of or
transacting  business at the Meeting and does not thereafter  vote for or assent
to action taken at the Meeting;  (b) the Director's  dissent or abstention  from
the action taken is entered in the minutes of such Meeting;  or (c) the Director
delivers  written notice of his dissent or abstention to the presiding  Director
at such Meeting before its adjournment,  or to the Secretary  immediately  after
its  adjournment.  The right of  dissent or  abstention  is not  available  to a
Director who votes in favor of the action taken.

     Section 8.  Quorum.  At all Board  Meetings,  a majority  of the Full Board
shall be necessary to constitute a quorum for the  transaction  of any business,
except (a) that for the purpose of filling of vacancies, a majority of Directors
then in office  shall  constitute  a quorum,  and (b) that a lesser  number  may
adjourn  the Meeting  from time to time until a quorum is present.  The act of a
majority of the Board present at a Meeting at which a quorum is present shall be
the act of the Board, unless the act of a greater number is required by law, the
Articles or these By-Laws.

     Section 9.  Audit,  Compensation,  Executive  and Other  Committees  of the
Board.  The Corporation  shall have the following  standing  committees:  (a) an
Audit Committee  comprised of two or more  Directors,  which shall recommend the
annual  employment of the  Corporation's  auditors with whom the Audit Committee
will review the scope of audit and  non-audit  assignments,  related  fees,  the
accounting  principles used by the Corporation in financial reporting,  internal
financial auditing  procedures and the adequacies of the Corporation's  internal
control  procedures;  (b) a  Compensation  Committee  comprised  of two or  more
Directors,  which shall  determine  executive  officer  salaries and bonuses and
administer the Corporation's  stock option plan; and (c) an Executive  Committee
comprised  of two or more  Directors,  which  shall,  in  addition to such other
duties as may be  prescribed  from time to time by the Board,  exercise,  during
intervals  between the meetings of the Board,  all powers invested in the Board,
subject to applicable legal  requirements.  The Board may, by resolution adopted
by such  majority,  also  designate  other regular or special  committees of the
Board  ("Committees"),  in each case  comprised of one (1) or more Directors and
having such powers and exercising such duties as shall be provided by resolution
of the Board.


<PAGE>



     Section 10.  Resignations.  Any  Director  may resign at any time by giving
written notice to the Board, the Chairman,  the President or the Secretary.  Any
such resignation shall take effect when delivered, unless the notice specifies a
later effective date. Unless otherwise  specified in the notice,  the acceptance
of such resignation shall not be necessary to make it effective.

                                    ARTICLE V
                                    Officers

     Section 1. Officers.  The Officers shall be the Chairman of the Board,  one
or more Vice Chairmen, the President, one or more Vice Presidents, the Secretary
and the  Treasurer,  and may include one or more Assistant  Secretaries,  one or
more Assistant Treasurers,  a Controller and one or more Assistant  Controllers.
Any two or more offices may be held by the same person.  The Board may from time
to time elect or appoint  such other  Officers as it shall deem  necessary,  who
shall  exercise  such powers and perform such duties as may be  prescribed  from
time to time by these  By- Laws  or,  in the  absence  of a  provision  in these
By-Laws in respect thereto, as may be prescribed from time to time by the Board.

     Section 2. Election of Officers. The Officers shall be elected by the Board
at the Annual  Board  Meeting  and shall hold office for one year or until their
respective  successors  shall have been duly  elected and shall have  qualified;
provided,  however,  that the Board may at any time elect one or more persons to
new or different  offices  and/or change the title,  designation  and duties and
responsibilities  of any of the Officers  consistent  with the law, the Articles
and these By-Laws.

     Section 3. Vacancies; Removal. Any vacancy among the Officers may be filled
for the unexpired  term by the Board.  Any Officer may be removed at any time by
the affirmative vote of a majority of the Full Board.

     Section 4.  Delegation of Duties.  In the case of the absence,  disability,
death,  resignation  or removal  from  office of any  Officer,  or for any other
reason that the Board shall deem  sufficient,  the Board may  delegate,  for the
time  being,  any or all of the  powers or duties of such  Officer  to any other
Officer or to any Director.

     Section 5.  Chairman of the Board.  The Chairman of the Board shall preside
over  meetings  of  the  Board  of  Directors  and of  the  Shareholders  of the
Corporation, discharge all the usual functions of the chief executive officer of
a  corporation,  and perform  such other  duties as the Board of  Directors  may
designate  from time to time.  The  Chairman  of the Board  shall be, and may be
referred to as, the Corporation's "Chief Executive Officer." The Chairman of the
Board need not be an employee of the Corporation.

     Section 6. Vice Chairmen.  Each of the Vice Chairmen shall have such powers
and perform such duties as may be  prescribed  for him by the Board or delegated
to  him  by the  Chairman.  In the  case  of  the  absence,  disability,  death,
resignation or removal from office of the Chairman, the powers and duties of the
Chairman shall, for the time being, devolve upon and be exercised by such one of
the Vice  Chairmen  as the  Board  may  designate,  or, if there be but one Vice
Chairman,  then upon such Vice  Chairman;  and he shall  thereupon,  during such
period,  exercise  and  perform  all of the powers  and duties of the  Chairman,
including  but not limited to  presiding at all  Shareholder  Meetings and Board
meetings, except as may be otherwise provided by the Board.

     Section 7. President. The President shall be a Director and, subject to the
control of the Board,  shall be, and may be  referred  to as, the  Corporation's
"Chief  Operating  Officer,"  shall have general charge of and  supervision  and
authority over the business and affairs of the Corporation,  and shall have such
other  powers  and  perform  such  other  duties  as are  incident  to the usual
functions of a chief  operating  officer of a corporation and as may be assigned
to him by the Board, the Chairman or a Vice Chairman.

     Section 8. Vice  Presidents.  Each of the Vice  Presidents  shall have such
powers and  perform  such  duties as may be  prescribed  for him by the Board or
delegated to him by the Chairman or the  President.  In the case of the absence,
disability,  death,  resignation  or removal from office of the  President,  the
powers and duties of the President shall,  for the time being,  devolve upon and
be exercised by the Executive Vice President,  if there be one, and if not, then
by such one of the Vice  Presidents as the Board or the President may designate,
or, if there be but one Vice President,  then upon such Vice  President;  and he
shall thereupon,  during such period, exercise and perform all of the powers and
duties of the President, except as may be otherwise provided by the Board.

     Section 9. Secretary.  The Secretary shall have the custody and care of the
records,  minutes  and the  Stock  Book of the  Corporation;  shall  attend  all
Shareholder Meetings and Board Meetings, and duly record and keep the minutes of
their proceedings in a book or books to be kept for that purpose;  shall give or
cause to be given notice of all  Shareholder  Meetings and Board  Meetings  when
such  notice  shall be  required;  shall file and take  charge of all papers and
documents  belonging  to the  Corporation;  and shall have such other powers and
perform  such  other  duties as are  incident  to the office of  secretary  of a
business  corporation,  subject at all times to the direction and control of the
Board, the Chairman and the President.

     Section 10. Assistant Secretaries.  Each of the Assistant Secretaries shall
assist the  Secretary in his duties and shall have such other powers and perform
such other duties as may be prescribed  for him by the Board or delegated to him
by the Chairman or the  President.  In case of the absence,  disability,  death,
resignation  or  removal  from  office of the  Secretary,  his powers and duties
shall, for the time being, devolve upon such one of the Assistant Secretaries as
the Board,  the Chairman,  the President or the Secretary may designate,  or, if
there be but one Assistant Secretary, then upon such Assistant Secretary; and he
shall thereupon,  during such period, exercise and perform all of the powers and
duties of the Secretary, except as may be otherwise provided by the Board.

     Section 11. Treasurer. The Treasurer shall have control over all records of
the   Corporation   pertaining  to  moneys  and  securities   belonging  to  the
Corporation;  shall have  charge of, and be  responsible  for,  the  collection,
receipt,  custody and disbursements of funds of the Corporation;  shall have the
custody of all  securities  belonging  to the  Corporation;  shall keep full and
accurate  accounts of  receipts  and  disbursements  in books  belonging  to the
Corporation;  and shall disburse the funds of the  Corporation as may be ordered
by the  Board,  taking  proper  receipts  or  making  proper  vouchers  for such
disbursements  and  preserving  the same at all times during his term of office.
When  necessary or proper,  he shall  endorse on behalf of the  Corporation  all
checks, notes or other obligations payable to the Corporation or coming into his
possession  for or on behalf of the  Corporation,  and shall  deposit  the funds
arising  therefrom,  together  with all other funds and valuable  effects of the
Corporation  coming  into his  possession,  in the name  and the  credit  of the
Corporation in such depositories as the Board from time to time shall direct, or
in the  absence  of  such  action  by the  Board,  as may be  determined  by the
Chairman,  the President or any Vice  President.  If the Board has not elected a
Controller  or an Assistant  Controller,  or in the absence or disability of the
Controller and each Assistant  Controller or if, for any reason, a vacancy shall
occur in such  offices,  then  during  such  period the  Treasurer  shall  have,
exercise  and  perform  all of the  powers  and  duties of the  Controller.  The
Treasurer shall also have such other powers and perform such other duties as are
incident to the office of  treasurer of a business  corporation,  subject at all
times to the direction and control of the Board, the Chairman and the President.

     If required by the Board,  the Treasurer shall give the Corporation a bond,
in such an amount  and with such  surety or  sureties  as may be  ordered by the
Board,  for the  faithful  performance  of the  duties of his office and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever  kind  in  his  possession  or  under  his  control  belonging  to  the
Corporation.

     Section 12. Assistant  Treasurers.  Each of the Assistant  Treasurers shall
assist the Treasurer in his duties, and shall have such other powers and perform
such other duties as may be prescribed  for him by the Board or delegated to him
by the Chairman or the  President.  In case of the absence,  disability,  death,
resignation  or  removal  from  office of the  Treasurer,  his powers and duties
shall, for the time being,  devolve upon such one of the Assistant Treasurers as
the Board,  the Chairman,  the President or the Treasurer may designate,  or, if
there be but one Assistant Treasurer, then upon such Assistant Treasurer; and he
shall  thereupon,  during such  period,  exercise and perform all the powers and
duties of the  Treasurer  except as may be otherwise  provided by the Board.  If
required  by the  Board,  each  Assistant  Treasurer  shall  likewise  give  the
Corporation  a bond,  in such  amount and with such surety or sureties as may be
ordered by the Board,  for the same purposes as the bond that may be required to
be given by the Treasurer.

     Section 13.  Controller.  The Controller shall have direct control over all
accounting  records  of  the  Corporation  pertaining  to  moneys,   properties,
materials and supplies,  including the bookkeeping  and accounting  departments;
shall  have  direct  supervision  over  the  accounting  records  in  all  other
departments  pertaining to moneys,  properties,  materials  and supplies;  shall
render to the President and the Board, at Regular Board Meetings or whenever the
same shall be required,  an account of all his transactions as Controller and of
the financial condition of the Corporation; and shall have such other powers and
perform  such other  duties as are  incident to the office of  comptroller  of a
business  corporation,  subject at all times to the direction and control of the
Board and the President.


<PAGE>


     Section 14. Assistant Controllers.  Each of the Assistant Controllers shall
assist the  Controller  in his  duties,  and shall  have such  other  powers and
perform such other duties as may be prescribed for him by the Board or delegated
to him by the Chairman or the  President.  In case of the  absence,  disability,
death,  resignation  or removal  from office of the  Controller,  his powers and
duties  shall,  for the time  being,  devolve  upon  such  one of the  Assistant
Controllers  as the Board,  the Chairman,  the President or the  Controller  may
designate,  or,  if  there  be but one  Assistant  Controller,  then  upon  such
Assistant Controller;  and he shall thereupon,  during such period, exercise and
perform all the powers and duties of the Controller,  except as may be otherwise
provided by the Board.

                                   ARTICLE VI
                             Certificates for Shares

     Section 1. Certificates.  Certificates for Shares ("Certificates") shall be
in such form,  consistent with law and the Articles, as shall be approved by the
Board.  Certificates for each class, or series within a class, of Shares,  shall
be numbered  consecutively as issued.  Each Certificate  shall state the name of
the Corporation and that it is organized under the laws of the State of Indiana;
the name of the registered  holder;  the number and class and the designation of
the series,  if any,  of the Shares  represented  thereby;  and a summary of the
designations,  relative rights,  preferences and limitations  applicable to such
class and, if applicable,  the variations in rights, preferences and limitations
determined  for each series and the  authority  of the Board to  determine  such
variations  for future  series;  provided,  however,  that such  summary  may be
omitted if the Certificate  states  conspicuously  on its front or back that the
Corporation  will furnish the Shareholder  such information upon written request
and without  charge.  Each  Certificate  shall be signed (either  manually or in
facsimile) by (i) the President or a Vice President and (ii) the Secretary or an
Assistant  Secretary,  or by any two or more  Officers that may be designated by
the Board,  and may have affixed  thereto the seal of the  Corporation (if any),
which may be a facsimile, engraved or printed.

     Section 2.  Record of  Certificates.  Shares  shall be entered in the Stock
Book as they are  issued,  and shall be  transferable  on the Stock  Book by the
holder thereof in person, or by his attorney duly authorized thereto in writing,
upon the surrender of the outstanding Certificate therefor properly endorsed.

     Section  3.  Lost  or  Destroyed   Certificates.   Any  person  claiming  a
Certificate to be lost or destroyed  shall make affidavit or affirmation of that
fact and, if the Board,  the Chairman or the President  shall so require,  shall
give the Corporation and/or the transfer agents and registrars, if they shall so
require, a bond of indemnity, in form and with one or more sureties satisfactory
to the Board,  the  Chairman or the  President  and/or the  transfer  agents and
registrars,  in such  amount as the Board,  the  Chairman or the  President  may
direct and/or the transfer  agents and registrars  may require,  whereupon a new
Certificate may be issued of the same tenor and for the same number of Shares as
the one alleged to be lost or destroyed.

<PAGE>

     Section 4.  Shareholder  Addresses.  Every  Shareholder  shall  furnish the
Secretary with an address to which notices of Meetings and all other notices may
be served  upon him or mailed to him,  and in  default  thereof  notices  may be
addressed to him at his last known address or at the Principal Office.

                                   ARTICLE VII
                           Corporate Books and Records

     Section 1.  Places of Keeping.  Except as  otherwise  provided by law,  the
Articles or these By-Laws,  the books and records of the Corporation may be kept
at such place or places,  within or without the State of  Indiana,  as the Board
may  from  time to time by  resolution  determine  or,  in the  absence  of such
determination  by the  Board,  as shall be  determined  by the  Chairman  or the
President.

     Section 2. Stock Book. The Corporation  shall keep at the Principal  Office
the  original  Stock Book or a duplicate  thereof,  or, in case the  Corporation
employs a stock  registrar  or  transfer  agent  within or without  the State of
Indiana,  another record of the Shareholders in a form that permits  preparation
of a list of the names and addresses of all the  Shareholders,  in  alphabetical
order by class of Shares,  stating  the number and class of Shares  held by each
Shareholder (the "Record of Shareholders").

     Section  3.  Inspection  of  Corporate  Records.  Any  Shareholder  (or the
Shareholder's  agent or attorney  authorized  in  writing)  shall be entitled to
inspect and copy at his  expense,  after  giving the  Corporation  at least five
business  days' written  notice of his demand to do so, the following  corporate
records:  (1) the Articles;  (2) these By-Laws;  (3) minutes of all  Shareholder
Meetings and records of all actions taken by the Shareholders  without a meeting
(collectively,  "Shareholders  Minutes")  for the  prior  three  years;  (4) all
written  communications  by the  Corporation to the  Shareholders  including the
financial  statements  furnished by the Corporation to the  Shareholders for the
prior three years; (5) a list of the names and business addresses of the current
Directors and the current Officers; and (6) the most recent Annual Report of the
Corporation as filed with the Secretary of State of Indiana. Any Shareholder (or
the  Shareholder's  agent or  attorney  authorized  in  writing)  shall  also be
entitled to inspect and copy at his  expense,  after giving the  Corporation  at
least five business  days' written  notice of his demand to do so, the following
corporate records,  if his demand is made in good faith and for a proper purpose
and  describes  with  reasonable  particularity  his  purpose and the records he
desires to inspect, and the records are directly connected with his purpose: (1)
to  the  extent  not  subject  to  inspection   under  the  previous   sentence,
Shareholders  Minutes,  excerpts from minutes of Board Meetings and of Committee
meetings, and records of any actions taken by the Board or any Committee without
a meeting;  (2) appropriate  accounting records of the Corporation;  and (3) the
Record of Shareholders.

     Section 4. Record Date. The Board may, in its discretion,  fix in advance a
Record Date not more than  seventy  days before the date (a) of any  Shareholder
Meeting,  (b) for  the  payment  of any  dividend  or the  making  of any  other
distribution,  (c) for the  allotment  of  rights,  or (d)  when any  change  or
conversion  or exchange  of Shares  shall go into  effect.  If the Board fixes a
Record  Date,  then only  Shareholders  who are  Shareholders  of record on such
Record  Date  shall be  entitled  (a) to  notice  of  and/or to vote at any such
Meeting, (b) to receive any such dividend or other distribution,  (c) to receive
any such  allotment  of rights,  or (d) to exercise the rights in respect of any
such  change,   conversion   or  exchange  of  Shares,   as  the  case  may  be,
notwithstanding any transfer of Shares on the Stock Book after such Record Date.

     Section 5. Transfer Agents;  Registrars.  The Board may appoint one or more
transfer  agents and registrars for its Shares and may require all  Certificates
to bear the signature either of a transfer agent or of a registrar, or both.


                                  ARTICLE VIII
                    Checks, Drafts, Deeds and Shares of Stock

     Section 1. Checks,  Drafts, Notes, Etc. All checks, drafts, notes or orders
for the payment of money of the Corporation shall,  unless otherwise directed by
the Board or  otherwise  required by law,  be signed by one or more  Officers as
authorized  in  writing by the  Chairman  or the  President.  In  addition,  the
Chairman  or the  President  may  authorize  any  one or more  employees  of the
Corporation  ("Employees") to sign checks,  drafts and orders for the payment of
money not to exceed  specific  maximum  amounts as  designated in writing by the
Chairman or the President for any one check,  draft or order. When so authorized
by the Chairman or the President,  the signature of any such Officer or Employee
may be a facsimile signature.

     Section 2. Deeds,  Notes,  Bonds,  Mortgages,  Contracts,  Etc.  All deeds,
notes,  bonds and  mortgages  made by the  Corporation,  and all  other  written
contracts and  agreements,  other than those executed in the ordinary  course of
corporate business, to which the Corporation shall be a party, shall be executed
in its name by the  Chairman,  the  President,  a Vice  President  or any  other
Officer  so  authorized  by the Board  and,  when  necessary  or  required,  the
Secretary or an Assistant  Secretary  shall attest the  execution  thereof.  All
written  contracts  and  agreements  into  which the  Corporation  enters in the
ordinary course of corporate business shall be executed by any Officer or by any
other Employee designated by the Chairman,  the President or a Vice President to
execute such contracts and agreements.

     Section 3. Sale or Transfer of Stock.  Subject always to the further orders
and directions of the Board,  any share of stock issued by any  corporation  and
owned by the Corporation  (including  reacquired Shares of the Corporation) may,
for  sale  or  transfer,  be  endorsed  in the  name of the  Corporation  by the
President or a Vice President,  and said  endorsement  shall be duly attested by
the Secretary or an Assistant  Secretary either with or without affixing thereto
the seal of the Corporation (if any).

     Section 4.  Voting of Stock of Other  Corporations.  Subject  always to the
further  orders and  directions  of the Board,  any share of stock issued by any
other  corporation  and owned or controlled by the  Corporation  (an "Investment
Share") may be voted at any  shareholders'  meeting of such other corporation by
the Chairman,  the President or a Vice President.  Whenever,  in the judgment of
the Chairman or the President,  it is desirable for the Corporation to execute a
proxy or give a shareholder's  consent in respect of any Investment  Share, such
proxy  or  consent  shall be  executed  in the  name of the  Corporation  by the
Chairman,  the President or a Vice  President,  and, when necessary or required,
shall be attested by the  Secretary  or an  Assistant  Secretary  either with or
without  affixing  thereto the seal of the  Corporation  (if any). 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 an  Investment
Share the same as such Investment Share might be voted by the Corporation.


                                   ARTICLE IX
                                   Fiscal Year

     Section 1.  Fiscal  Year.  The  Corporation's  fiscal  year shall  begin on
January 1 of each year and end on December 31 of the same year.


                                    ARTICLE X
                                   Amendments

     Section 1. Amendments.  These By-Laws may be altered,  amended or repealed,
in whole or in part, and new By-Laws may be adopted, at any Board Meeting by the
affirmative vote of a majority of the Full Board.