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                                                                    EXHIBIT 3.17

                                     BYLAWS

                                       OF

                            T.O. HAAS TIRE CO., INC.

                                   Article I

                            Meetings of Stockholders

         1.       Annual Meeting.  The annual meeting of the stockholders for
the election of directors and the transaction of such other business as may come
before the meeting shall be held each year on the 3rd Tuesday in May at 10:00
A.M. unless a different hour is specified in the notice or waiver of notice.

         2.       Special Meetings.  A special meeting of the stockholders may
be called at any time by the President or Vice President or by the holders of a
majority of the shares of stock then issued and outstanding.

         3.       Place of Meetings.  All meetings shall be held at the
corporation's principal office, in Lincoln, Nebraska unless a different place is
specified in the notice or waiver of notice.

         4.       Notice of Meetings.  Written notice of the time and place
shall be mailed to each stockholder at least five days before such meeting.
Written notice of the time and place of a special meeting, and of the purpose
for which the meeting is called, shall be mailed to each stockholder at least
five days before any such meeting. No notice shall be required as to any
stockholder who signs a written waiver of notice of the meeting.

         5.       Quorum.  The presence at any regular or special meeting, in
person or by proxy, of the holders of record of a majority of the shares of
stock then issued and outstanding shall constitute a quorum for the transaction
of business. If a quorum is not present, the stockholders who are present may
adjourn the meeting until a quorum is present. At any adjourned meeting at which
a quorum is present, any business may be transacted which could have been
transacted at the meeting as originally called.


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         6.       Voting.  All matters shall be decided by a majority of the
shares present and voting at any meeting, unless otherwise provided by statute
or by the Articles of Incorporation. Corporate stockholders shall be represented
by either its President or Vice President.

                                   Article II

                               Board of Directors

         1.       General Powers.  The business of the corporation shall be
managed by the Board of Directors and the officers, but all matters of policy
shall be determined by the Board of Directors.

         2.       Number.  There shall be at least 3 and not more than 9
directors.

         3.       Election.  The first Board of Directors shall be appointed by
the incorporator to serve until the first special or annual meeting of the
stockholders and until their successors are elected and qualified. Thereafter,
the stockholders shall elect directors to serve until the next annual meeting
and until their successors are elected and qualified. Directors need not be
stockholders. In the event more than 3 directors shall be elected, then, the
terms of all non-shareholder directors shall be staggered. In such event, the
term of any 3 directors shall not end in the same year, and each such director
shall serve a minimum term of two years, provided, however, that at the time of
the first election of such directors, an original term of one year may be set by
vote of the shareholders for any such directors. Compensation of non-shareholder
directors shall be determined by the Board of Directors.

         4.       Resignations and Vacancies.  The stockholders or the Board of
Directors may accept the resignation of a director before his term has expired.
Vacancies in the Board of Directors shall be filled by the stockholders in
accordance with the provisions of Article II, Section 3, or by the remaining
directors.


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         5.       Advisory Board.  The Board of Directors may, at its
discretion, appoint an Advisory Board to be composed of such individuals as the
Board of Directors decides. The Advisory Board shall have no voting authority or
power, shall be advisory only, and shall attend such Board of Directors meetings
as requested by the President of the Corporation or the Chairman of the Board of
Directors.

                                  Article III

                             Meetings of Directors

         1.       Annual Meeting.  The annual meeting of the Board of Directors
for the election of officers and transaction of such other business as may come
before the meeting shall be held immediately following the adjournment of the
annual meeting of stockholders and at the same location.

         2.       Special Meetings.  Special meetings of the Board of Directors
may be held at any time and place on call of the President or Vice-President or
any director. Reasonable notice of the time and place thereof shall be given
orally or in writing to the director, unless such notice is waived by him in
writing.

         3.       Quorum.  A majority of the directors shall constitute a quorum
at any meeting and any action by the Board of Directors shall require the
affirmative vote of a majority of those present. In the absence of a quorum, the
director or directors present may adjourn the meeting from time to time until a
quorum is present.

                                   Article IV

                                    Officers

         1.       Officers.  The corporation shall have a President, a Vice
President, a Secretary and a Treasurer and such other officers as may be
determined from time to time by the Board of Directors, and the same person may
hold two or more of said offices, except that the President may not also hold
the office of Vice President.


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         2.       Election.  Officers shall be elected annually and shall serve
until their successors are elected and qualified. Officers need not be directors
or stockholders.

         3.       Removal.  The Board of Directors may, at a meeting called for
that purpose, remove any officer.

         4.       Resignations and Vacancies.  The Board of Directors may accept
the resignation of an officer. A vacancy in any office may be filled by the
Board of Directors.

         5.       Executive Committee.  The Board of Directors may convene an
Executive Committee to be composed of such officers or key employees of the
Corporation or any of its affiliate or parent Corporations as the Board deems
advisable. The Executive Committee shall have the powers and duties delegated
and prescribed to it by the Board of Directors. The Executive Committee shall
meet regularly at such times and such places as it shall decide.

                                    Article V

                        Duties and Salaries of Officers

         1.       President.  The President shall be the chief executive officer
of the corporation. He shall preside at all meetings of the stockholders and the
directors; shall see that all orders and resolutions of the Board of Directors
are carried into effect; and shall execute bonds, notes, deeds, mortgages,
contracts and other instruments for the corporation.

         2.       Vice President.  In the absence of the President, or in the
event of his inability to act as such, the Vice President may perform the duties
of the President. He shall assist the President and shall perform such duties as
are assigned to him by the Board of Directors.

         3.       Secretary.  The Secretary shall issue necessary notices of
meetings, shall keep the minutes, shall have charge of the seal, and shall sign
such instruments as require his signature, and shall perform all duties incident
to his office or that are properly required of him by the Board of Directors.


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         4.       Treasurer.  The Treasurer shall see that the books of account
are kept and are balanced each month, and that such financial statements or
reports are prepared as the Board of Directors may require.

         5.       Salaries.  The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.

                                   Article VI

                                 Capital Stock

         1.       Certificates.  Certificates of stock shall be issued to
holders of fully paid stock in numerical order from the stock certificate book,
and shall be signed by the President and by the Secretary and impressed with the
corporate seal. A record of each certificate issued shall be kept on a stub
thereof.

         2.       Transfer.  Transfers of stock shall be made only upon the
books of the company; and before a new certificate is issued, the old
certificate must be surrendered for cancellation.

         3.       Restricted Sale on Assignment.  The sale and transfer of stock
in the corporation by the original stockholders may be restricted, and by
acceptance of the original stock certificates, each stockholder may agree that
his stock cannot be sold or transferred to any third party without first being
offered for sale to the corporation at a price to be agreed upon by separate
written agreement, or if none, by the corporation and stockholders annually.
Each certificate of stock shall then contain the following or substantially
similar language: "Transfer of this certificate and the stock represented
thereby is restricted in accordance with the records of the corporation."

                                  Article VII

                                   Dividends

         The Board of Directors may, subject to the laws and statutes of
Nebraska and the Articles of Incorporation, declare dividends on the capital
stock of the corporation.

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Dividends may be paid in cash, in property, or in shares of the capital stock of
the corporation at par.

                                  Article VIII

                                   Amendments

         These Bylaws may be amended or repealed at any meeting of the Board of
Directors.

                                  CERTIFICATE

         I hereby certify that the foregoing are the Bylaws duly approved and
adopted at the meeting of March 10, 1983 of the aforesaid corporation.

         DATED this 10th day of March, 1983.


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                                                       Assistant