FINISHMASTER INC. AND SUBSIDIARY

EXHIBIT 3.2-BYLAWS
                                                                       Exhibit B

                                                       Adopted November 12, 1996

                                     BYLAWS
                                       OF
                    FINISHMASTER, INC. AN INDIANA CORPORATION


                                    ARTICLE I
                                 Shares of Stock

         Section 1. Certificate of Shares. The certificates of shares of capital
stock of FinishMaster,  Inc., an Indiana corporation,  (the "Corporation") shall
be in such form as shall be approved by the Board of Directors (the "Board") and
as shall be signed by the President or a  Vice-President  and by the  Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary of the Corporation and may
be sealed with the seal of the Corporation or a facsimile thereof.

         Section  2.  Transfer  of  Shares.  Shares  of  capital  stock  of  the
Corporation shall be transferred by endorsement of the certificates representing
said shares by the registered  holder thereof,  or by his legal  representative,
who shall furnish proper  evidence of authority to transfer,  or by his attorney
who shall be authorized by a Power of Attorney  which is duly executed and filed
with the Secretary of the Corporation, and by the surrender of the shares to the
Secretary for cancellation.  The person whose name is listed on the books of the
Corporation as the owner of the shares shall be deemed by the  Corporation to be
the owner thereof for all purposes.

         Section  3.  Lost   Certificates.   In  the  event  of  loss  of  stock
certificates,  new  certificates  shall be  issued  only  upon  proof of loss by
affidavit by the registered  holder and approval by the Board, who may require a
Bond of Indemnity in a form satisfactory to them as a condition thereof.

         Section  4.  Fixing of Record  Date.  For the  purpose  of  determining
shareholders  entitled to notice of or to vote at any meeting of shareholders or
an  adjournment  thereof,  or  shareholders  entitled to receive  payment of any
dividend,  or entitled to receive the  allotment of rights or for the purpose of
any  other  action,  the  Board  may  fix a date as the  record  date  for  such
determination of  shareholders,  such date to be not less than ten (10) days nor
more than sixty (60) days before the date of the meeting or any other  action to
be taken.

         If a record date is not fixed (a) the record date for  determination of
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be the close of business on the day next  preceding  the day on which  notice is
given,  or, if no notice is given,  the day next  preceding the day on which the
meeting is held, and (b) the record date for  determining  shareholders  for any
purpose  other  than that  specified  in  subdivision  (a) shall be the close of
business on the day on which the  resolution  of the Board  relating  thereto is
adopted.  When a determination of shareholders  entitled to notice of or to vote
at any meeting of shareholders  has been made as provided in this section,  such
determination  shall apply to any  adjournment  thereof unless the Board fixes a
new record date under this section for the  adjourned  meeting.  Nothing in this
section shall affect the right of a shareholder  and his  transferee or transfer
or as between themselves.

         Section 5. Dividends.  The Board may, from time to time declare and the
Corporation may pay dividends on its  outstanding  shares in the manner and upon
the terms and conditions  provided by law and its Articles of Incorporation (the
"Articles").


                                   ARTICLE II
                                  Shareholders

         Section 1. Annual Meeting. The annual meeting of the shareholders shall
be held at a time  and  place  designated  by the  Board  or  President.  (It is
intended  that the annual  meeting  shall be held each year as soon as  possible
after the  financial  statements of the  Corporation  have been  prepared.)  The
purpose of the annual meeting shall be to elect  directors to the Board,  and to
transact such other business as may come before the meeting.
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         Section 2. Special Meeting. Special meetings of the shareholders may be
called  by the  President  or the Board and shall be called by either of them on
the request in writing or by vote of one or more  shareholders  of record owning
at least twenty percent of the issued and  outstanding  voting shares of capital
stock of the Corporation.

         Section 3. Notice of  Meeting.  Written  notice of the time,  place and
purpose of any shareholders' meeting shall be given to each shareholder,  either
personally or by mail, not less than fourteen (14) days nor more than fifty (50)
days before the meeting.  If mailed,  notice shall be deemed given by depositing
the same in a post office box, postage prepaid,  and addressed to the last-known
address of such shareholder.

         Section 4. Quorum of Shareholders.  Except as herein after provided and
as otherwise  provided by law at any meeting of the shareholders,  a majority in
interest of all the voting capital stock issued and outstanding,  represented by
shareholders  of record in person or by proxy,  shall  constitute a quorum.  The
shareholders  present in person or by proxy at such  meeting may  continue to do
business   until   adjournment,   notwithstanding   the   withdrawal  of  enough
shareholders  to leave  less  than a quorum.  Less  interest  than a quorum  may
adjourn any meeting.

         Section 5. Voting.  Each outstanding  share of voting stock is entitled
to one vote on each matter submitted to a vote, unless otherwise provided in the
Articles. A vote may be cast either orally or in writing.  When an action, other
than the  election  of  directors  to the  Board,  is to be taken by vote of the
shareholders,  it shall be  authorized  by a  majority  of the votes cast by the
holders of shares entitled to vote thereon, unless a greater vote is required by
the  Articles  or by law.  Except as  otherwise  provided by the  Articles,  the
directors  shall be elected by a  plurality  of the votes cast at an election of
directors to the Board.

         Section 6. Proxies.  Shareholders of record of voting stock may vote at
any meeting  either in person or by proxy in writing,  which shall be filed with
the Secretary of the meeting before being voted.  Such proxies shall entitle the
holders  thereof to vote at any  adjournment  of such meeting,  but shall not be
valid  after the final  adjournment  thereof.  No proxy shall be valid after the
expiration  of  three  (3)  years  from  the date of its  execution  unless  the
shareholder  executing it shall have specified  therein the length of time it is
to continue in force, which shall be for some limited period.

         Section  7.  Waiver of Notice.  Attendance  of a person at a meeting of
shareholders,  in  person  or by  proxy,  constitutes  a waiver of notice of the
meeting,  except when the shareholder  attends a meeting for the express purpose
of  objecting,  at the  beginning  of the  meeting,  to the  transaction  of any
business because the meeting is not lawfully called or convened.

         Section 8. Consent in Writing.  Any action  required or permitted to be
taken at an annual or special  meeting of  shareholders  may be taken  without a
meeting,  without  prior  notice,  and without a vote,  if all the  shareholders
entitled to vote thereon consent thereto in writing.


                                   ARTICLE III
                               Board of Directors

         Section 1. Number, Term and Qualification.  The business and affairs of
the  Corporation  shall be managed by its Board.  The number of directors on the
first Board shall be nine directors.  Thereafter, the number of directors of the
Corporation  may be changed  from time to time,  as  determined  by the Board or
shareholders  of the  Corporation.  A director need not be a  shareholder.  Each
director  shall hold  office for the term for which he is elected  and until his
successor  shall have been  elected and  qualified or until his  resignation  or
removal.

         Section  2.  Meetings.  Annual  meetings  of the  Board  shall  be held
immediately following the annual meetings of the Shareholders.  Special meetings
of the Board shall be held  whenever  called by the  President or the Board,  or
when  either the  President  or the Board  shall be  required  to call a special
meeting upon written  request by any two directors.  Due notice of any annual or
special  meeting,  which  may be  waived,  shall be given by the  Secretary,  in
writing,  not less than fourteen (14) or more than fifty (50) days preceding the
meeting. Attendance of a director at a meeting constitutes a waiver of notice of
the meeting,  except where a director  attends a meeting for the express purpose
of  objecting  to the  transaction  of any  business  because the meeting is not
lawfully  called or convened.  A member of the Board or a committee  designed by
the Board may  participate  in a meeting  by means of  conference  telephone  or
similar communications  equipment by means of which all persons participating in
the  meeting can hear each other.  Participation  in a meeting  pursuant to this
method constitutes presence in person at the meeting.

         Section  3.  Quorum.  A  majority  of the  members of the Board then in
office,  or of the members of a committee  thereof  constitutes a quorum for the
transaction of business.  The vote of the majority of the full Board constitutes
the action of the Board. In the case of a committee, action may be taken only by
unanimous consent of the members of the committee.


<PAGE>

         Section 4.  Vacancies.  Vacancies  in the Board  shall be filled by the
remaining  members of the Board and each  person so elected  shall be a director
until  his  successor  is  elected  by  the  shareholders  at  the  next  annual
shareholders' meeting or at any special meeting called for that purpose.

         Section 5. Action  Without a Meeting.  Action may be taken by the Board
or a committee  thereof  without a meeting if,  before or after the action,  all
members of the Board or of the committee consent thereto in writing. The written
consent  shall be filed  with the  minutes  of the  proceedings  of the Board or
committee.

         Section 6. Removal of Directors.  A director or the entire Board may be
removed,  with or without  cause,  by vote of the  holders of a majority  of the
shares entitled to vote at an election of directors.


                                   ARTICLE IV
                                    Officers

         Section 1. Officers.  The officers of this Corporation shall consist of
a President, a Secretary,  a Treasurer,  and if desired, a Chairman of the Board
and one or more Vice Presidents, who shall be elected by the Board at the annual
meeting held immediately  after the adjournment of the regular annual meeting of
the  shareholders.  The Board may also appoint such other officers and agents as
they shall deem necessary for the transaction of business of the Corporation. An
officer  shall hold office for the term for which he is elected or appointed and
until  his  successor  is  elected  or  appointed  and  qualified,  or until his
resignation  or removal.  Two or more  offices  may be held by the same  person,
except that the same person may not hold the office of President and  Secretary.
An officer shall not execute,  acknowledge  or verify an instrument in more than
one capacity,  if the  instrument is required by law, or the Articles,  or these
By-Laws, to be executed and acknowledged or verified by two or more officers.

         Section 2. Duties of Officers. The officers of the Corporation shall be
charged with such duties and authority as usually  appertains to such offices in
a corporation, except that said duties may be varied or added to by the Board.

         Section  3.  Reimbursements.  Any  payments  made to an  officer of the
Corporation  such  as  a  salary,  commission,  bonus,  interest,  or  rent,  or
entertainment expense incurred by him or her, which shall be disallowed in whole
or in part as a deductible  expense by the Internal  Revenue  Service,  shall be
reimbursed  by such  officer  of the  Corporation  to the  full  extent  of such
disallowance.  It shall be the duty of the  directors,  as a Board,  to  enforce
payment of each amount disallowed. In lieu of payment by the officer, subject to
the determination of the directors,  proportionate  amounts may be withheld from
his future  compensation  payments until the amount owed to the  Corporation has
been recovered.


                                    ARTICLE V
                                   Fiscal Year

         Section 1.  Fiscal  Year.  The  Corporation's  fiscal  year shall be as
determined from time to time by the Board.

                                   ARTICLE VI
                                 Indemnification

         Section 1.  Indemnification.  The  Corporation may indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative  by  reason  of the  fact  that he is or was a
director, officer, employee or agent of the Corporation (or is or was serving in
such  capacity  for another  corporation  or  enterprise  at the request of this
Corporation) against expenses,  including attorney fees, actually and reasonable
incurred  in  connection  with such  action,  if he acted in good faith and in a
manner he reasonably  believed to be in the best interest of the Corporation and
in a manner  which he had no  reasonable  cause to  believe  was  unlawful.  The
termination of such action in a plea of nolo contenders or its equivalent, shall
not, of itself create a presumption that a person did not act in good faith, but
in  the  case  of a  suit  brought  by or on  behalf  of  the  Corporation,  the
termination  of the  suit in an  adjudication  that the  person  is  liable  for
negligence or misconduct in the performance of his duty to the Corporation shall
bar indemnification unless the court specifically determines that such person is
fairly  and  reasonably  entitled  to  indemnity  despite  the  adjudication  of
liability.

                                   ARTICLE VII
                                   Amendments

         Section  1.  Amendments.  These  By-Laws  may be  altered,  amended  or
restated by the  shareholders  of the Board.  Amendment and  restatement  of the
By-Laws  by the  Board  requires  the vote of not less  than a  majority  of the
members of the Board then in office. FINISHMASTER INC. AND SUBSIDIARY