EXHIBIT 3.2


                        CODE OF BY-LAWS

                               OF

                     EXCEL INDUSTRIES, INC.
                      (the "Corporation")

                           ARTICLE I

                           Officers

     Section 1.  The officers of the Corporation shall consist of 
a Chairman of the Board, the President, one or more Vice 
Presidents, the Secretary, the Treasurer, and such assistant 
officers as the Board of Directors shall from time to time 
designate and elect.

     Section 2.  Any two offices may be held by the same person. 
 The officers of the Corporation shall be elected by the Board of 
Directors at such time and in such manner and for such terms as 
the Board of Directors may prescribe.  No officer, other than the 
Chairman of the Board, need be a Director of this Corporation.

                          ARTICLE II

               Chairman of the Board of Directors

     The Board of Directors shall choose from among its members a 
Chairman of the Board who shall also serve as the Chief Executive 
Officer of the Corporation.  The Chairman of the Board of 
Directors shall preside at all meetings of the shareholders and 
directors.  He shall perform all duties incident to the office of 
the Chief Executive Officer and shall perform any additional 
duties as from time to time may be assigned to him by the Board 
of Directors.

                          ARTICLE III

                  President and Vice President

     Section 1.  The President shall be the Chief Operating 
Officer of the Corporation and shall have management 
responsibility for the operation of the Corporation.  It shall be 
his duty to preside at all meetings of the shareholders in the 
absence of the Chairman of the Board of Directors and to perform 
such other duties and render such other services for and in 
behalf of the Corporation as may be assigned to him by the 
Chairman of the Board.

    Section 2.  Each Vice President shall have such powers and 
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perform such duties as the Board of Directors may prescribe or as 
the Chairman of the Board or the President may delegate to him.  
At the request of the Chairman of the Board or the President, any 
Vice President may temporarily act in the Place of the President 
and may perform all of the duties of the Presidency in his 
absence or during his disability.

                          ARTICLE IV

                           Secretary

     Section 1.  The Secretary shall prepare or cause to be 
prepared the minutes of the meetings of the shareholders and of 
the Board of Directors.  He shall see that all notices are duly 
given in accordance with the provisions of the Code of By-Laws 
and as required by law.  The Secretary shall be custodian and 
responsible for the authentication of the records and, in 
general, shall perform all duties incident to the Office of 
Secretary.  He shall have such other powers and perform such 
other duties as this Code of By-Laws provides or as may, from 
time to time, be assigned by the Board of Directors.

     Section 2.  The Secretary shall procure all of the stock 
certificates, stock books, stock transfer books, and other 
similar records.

     Section 3.  The Secretary shall have the custody of and 
affix the corporate seal whenever the same is required to be 
affixed and shall perform such other duties and render such other 
services as may be assigned to him from time to time by the Board 
of Directors.

                           ARTICLE V

                           Treasurer

     Section 1.  The Treasurer shall be the Chief Financial 
Officer of the Corporation.  He shall procure and have custody of 
the financial records of the Corporation and shall receive and 
have custody of and safely keep all of the cash and securities of 
the Corporation.  He shall keep an accurate record of all 
receipts and disbursements in books and records belonging to the 
Corporation; shall deposit all moneys and securities in the name 
and to the credit of the Corporation in such banks, trust 
companies or other depositories as the Board of Directors may 
designate from time to time as the depositories of the 
Corporation; shall disburse the funds of the Corporation as 
ordered by the Board of Directors; shall render an account of all 
of his transactions as such Treasurer and of the financial 
condition of the Corporation whenever required by the Board of 
Directors; and, in general, shall perform all the duties incident 
to the office of Treasurer.

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     Section 2.  The Treasurer shall perform such other duties 
and render such other services as may be assigned to him from 
time to time by the Board of Directors.

                          ARTICLE VI

                 Additional Duties of Officers

     In addition to the duties imposed upon the several officers 
of the Corporation, they shall have the powers and perform the 
duties usually had and possessed by the respective officers of a 
like corporation.  Assistant officers shall have such powers and 
duties as the officers whom they are elected to assist shall 
specify and delegate to them and such other powers and duties as 
these By-Laws or the Board of Directors may prescribe.

                         ARTICLE VII

                  Duties of Officers Delegated

     In case of the absence or disability of any officer of the 
Corporation, the Board of Directors may delegate the powers and 
duties of any such officer of the Corporation for such period of 
time as the Board of Directors may determine.

                         ARTICLE VIII

                   Meetings of Shareholders

     Section 1.  All meetings of the shareholders of the 
Corporation shall be held at such place within or without the 
State of Indiana as may be specified in the notice of the 
meeting.

     Section 2.  The annual meeting of the shareholders of the 
Corporation shall be held on the third Thursday of April of each 
and every year.  Failure to hold the meeting at the designated 
time shall not work any forfeiture or a dissolution of the 
Corporation or affect the validity of any corporate action.

     Section 3.  A complete list of the shareholders entitled to 
vote at any shareholders' meeting, arranged in alphabetical order 
and containing the address and number of shares of stock so held 
by each shareholder who is entitled to vote at said meeting, 
shall be prepared by the Secretary and shall be open to the 
examination of any shareholder at the office of the Corporation 
at the time of the meeting and for five days prior thereto.

     Section 4.  At all shareholders' meetings, a quorum shall 
consist of a majority of all of the shares of the stock 
outstanding and entitled by the Articles of Incorporation to vote 
on the business to be transacted at said meeting, but a meeting 
composed of less than a quorum may adjourn the meeting from day 
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to day thereafter or until some future time.

     Section 5.  At the annual meeting of the shareholders, there 
shall be elected by plurality vote a Board of Directors who shall 
hold office until the next annual meeting of shareholders and 
until their successors have been elected and have qualified.

     Section 6.  Except as otherwise provided by law or by the 
provisions of the Articles of Incorporation, each outstanding 
share of Common Stock is entitled to one vote on each matter 
voted on at a shareholders' meeting.

     Section 7.  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 (11) 
months, unless a shorter or longer time is expressly provided in 
the appointment form.

     Section 8.  Special meetings, for any purpose or purposes 
(unless otherwise prescribed by law), may be called by the Board 
or the Chairman of the Board or the President, and shall be 
called by the President or any Vice President at (a) the request 
in writing of a majority of the Board or (b) at the written 
demand delivered to the Secretary by shareholders ("Demanding 
Shareholders") holding of record not less than a majority of the 
voting power of all the shares of the Corporation issued and 
outstanding and entitled by the Articles of Incorporation of the 
Corporation, as the same may, from time to time, be amended, to 
vote on the business proposed to be transacted at the meeting; 
provided however that, for purposes of calculating the number of 
shares held by the Demanding Shareholders, only shares of the 
Demanding Shareholders which have been beneficially owned or held 
of record by the holders thereof for at least three (3) years 
shall be included.  All requests or demands for Special Meetings 
shall state the purpose or purposes thereof, and the business 
transacted at such Meeting shall be confined to the purposes 
stated in the call and matters germane thereto.  Notice of any 
special Meeting called at the written demand of shareholders 
shall be delivered or mailed within sixty days of the Secretary's 
receipt of such demand.

     Section 9.  Written notice of each meeting of shareholders 
shall be given by the Secretary, to each shareholder of record 
who is entitled to vote at said meeting, at least ten days prior 
to the time fixed for the holding of said meeting, which said 
notice shall state the place, day and hour and the purpose for 
which said meeting is called, and said notice shall be addressed 
to the last known place of residence of each shareholder, as 
shown on the records of the Corporation; the ten days shall be 
computed from the date upon which said notice is deposited in the 
mails.

     Section 10.  Notice of any shareholders' meeting may be 
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waived in writing by any shareholder if the waiver sets forth in 
reasonable detail the purpose or purposes for which the meeting 
is called and the time and place thereof.

     Section 11.  No shares of stock shall be voted at any annual 
or special meeting of shareholders upon which any installment is 
due and unpaid or which are owned by the Corporation.

     Section 12.  Chapter 42 of the Indiana Business Corporation 
Law (IND. CODE Sec. 23-1-42) shall not apply to any control share 
acquisitions as defined in IND. CODE Sec.
23-1-42-2 by CIGNA Mezzanine Partners II, L.P., Connecticut 
General Life Insurance Company, Life Insurance Company of North 
America, The Paul Revere Life Insurance Company, The Paul Revere 
Protective Life Insurance Company, Rhode Island Hospital 
Investment Trust Fund B and Balboa Insurance Company and their 
respective nominees, affiliates, successors and assigns as a 
result of the sale and issuance by the Corporation of certain 10% 
Convertible Subordinated Notes due December 1, 2000 in the 
aggregate principal amount of ,30,000,000 (the "Notes") and any 
issuance of shares of the common stock of the Corporation upon 
any subsequent conversion of the Notes.

     Section 13.  At any meeting of the shareholders, only such 
business may be conducted as shall have been properly brought 
before the meeting, and as shall have been determined to be 
lawful and appropriate for consideration by shareholders at the 
meeting.  To be properly brought before a meeting, business must 
be (a) specified in the notice of meeting given in accordance 
with Section 9 of this Article VIII, (b) otherwise properly 
brought before the meeting by or at the direction of the board of 
directors or the Chairman of the Board, or (c) otherwise properly 
brought before the meeting by a shareholder.  For business to be 
properly brought before a meeting by a shareholder pursuant to 
clause (c) above, 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 office of the Corporation, not 
later than the earlier of (x) 270 days after the adjournment of 
the next preceding annual meeting or (y) the close of business on 
the seventh day following the date on which notice of the meeting 
is formally given to shareholders.  A shareholder's notice to the 
secretary shall set forth as to each matter the shareholder 
proposes to bring before the meeting (a) a brief description of 
the business desired to be brought before the meeting, (b) the 
name and address, as they appear on the Corporation's stock 
records, of the shareholder proposing such business, (c) the 
class and number of shares of the Corporation which are 
beneficially owned by the shareholder, and (d) any interest of 
the shareholder in such business.  Not withstanding anything in 
these by-laws to the contrary, no business shall be conducted at 
a meeting except in accordance with the procedures set forth in 
this Section 13.  The person presiding at the meeting shall, if 
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the facts warrant, determine and declare to the meeting that 
business was not properly brought before the meeting in 
accordance with the by-laws, or that business was not lawful or 
appropriate for consideration by shareholders at the meeting, and 
if he should so determine, he shall so declare to the meeting and 
any such business shall not be transacted.

     Section 14.  Nominations of persons for election to the 
board of directors of the Corporation may be made at any meeting 
of shareholders by or at the direction of the board of directors 
or by any shareholder of the Corporation entitled to vote for the 
election of directors at the meeting.  Shareholder nominations 
shall be made pursuant to timely notice given in writing to the 
Secretary of the Corporation in accordance with Section 13 of 
this Article VIII.  Such shareholder's notice shall set forth, in 
addition to the information required by Section 13, as to each 
person whom the shareholder proposes to nominate for election or 
re-election as a director, (a) the name, age, business address 
and residence address of such person, (b) the principal 
occupation or employment of such person, (c) the class and number 
of shares of the Corporation which are beneficially owned by such 
person, (d) any other information relating to such person that 
would be required to be disclosed in solicitation of proxies for 
election of directors pursuant to Regulation 14A under the 
Securities Exchange Act of 1934, as amended (including, without 
limitation, such person's written consent to being named as a 
nominee and to serving as a director, if elected), and (e) the 
qualifications of the nominee to serve as a director of the 
Corporation.  No shareholder nomination shall be required to be 
included in any proxy solicitation on behalf of the board of 
directors.  No shareholder nomination shall be effective unless 
made in accordance with the procedures set forth in this Section 
14.  The person presiding at the meeting shall, if the facts 
warrant, determine and declare to the meeting that a shareholder 
nomination was not made in accordance with the by-laws, and if he 
should so determine, he shall so declare to the meeting and the 
defective nomination shall be disregarded.

                          ARTICLE IX

                           DIRECTORS

     Section 1.  The property and business affairs of the 
Corporation shall be managed and controlled by a Board of 
Directors, none of whom need be a shareholder of the Corporation. 
 The Board of Directors shall consist of a minimum of six and a 
maximum of eight members, the actual number of directors to be 
fixed from time to time by resolution of the Board of Directors. 
 The members of the Board of Directors shall be elected at the 
annual meeting of the shareholders, shall hold office until the 
next annual meeting of the shareholders and until their 
successors have been elected and have qualified.  In case of the 
failure to hold the annual meeting on the date fixed herein for 
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the same to be held, the Directors shall hold over until the next 
meeting of the shareholders for the purpose of electing 
Directors.

     Section 2.  Vacancies in the Board of Directors, caused by 
resignation, death or other incapacity or by increase in the 
number of Directors, shall be filled for the unexpired term by a 
majority vote of the remaining members of the Board of Directors.

     Section 3.  No person shall be eligible to be elected or re-
elected as a director, or to fill a vacancy on the Board of 
Directors, who at the time of such election or appointment shall 
have attained the age of seventy (70) years.

                         ARTICLE X

                    Meeting of Directors

     Section 1.  Immediately following the annual meeting of the 
shareholders, the annual meeting of the Board of Directors shall 
be held, without notice, at the place at which the annual meeting 
of the shareholders is held.

     Section 2.  Special meeting of the Board of Directors may be 
called by the Chairman of the Board of Directors, by the 
President, or by any two members of the Board of Directors, at 
any place within or without the State of Indiana, upon twenty-
four hours' notice, specifying the date, time and place of the 
meeting, given to each director, either personally, by mailing, 
or by telegram.

     Section 3.  A majority of the whole Board of Directors shall 
constitute a quorum for the transaction of any business except 
the filling of vacancies, but a smaller number may adjourn from 
time to time until a future date or until a quorum is secured.

     For the purpose only of filling a vacancy or vacancies in 
the Board of Directors, a quorum shall consist of a majority of 
the whole Board of Directors, less the vacancy or the vacancies 
therein.

     The act of a majority of the Directors present at a meeting 
duly called at which a quorum is present shall be the act of the 
Board of Directors.

     Section 4.  Notice of any special meeting of the Board of 
Directors may be waived in writing by any Director, before or 
after the date and time stated in the notice, if the waiver is 
signed by the Director and filed with the Corporation's minutes 
or records.  In addition, a Director's attendance at or 
participation in a meeting waives any required notice of the 
meeting unless the Director at the beginning of the meeting (or 
promptly upon his arrival) objects to holding the meeting or 
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transacting business at the meeting and does not thereafter vote 
for or assent to action taken at the meeting.

     Section 5.  Any action required or permitted to be taken at 
any meeting of the Board of Directors or of any committee thereof 
may be taken without a meeting, if a written consent to such 
action is signed by all members of the Board of Directors or such 
committee, as the case may be, and such written consent is filed 
with the minutes of the proceedings of the Board of Directors.

                          ARTICLE XI

                      Powers of Directors

     The Board of Directors shall have all such powers as may be 
exercised by the Corporation, subject to the provisions of the 
statutes of the State of Indiana, the Articles of Incorporation 
and these By-Laws, and subject to such further regulations as may 
be, from time to time, made by the shareholders.


                          ARTICLE XII

                   Compensation of Directors
                   and Members of Committees

     The members of the Board of Directors and members of 
committees of the Corporation, who are not salaried employees of 
the Corporation, shall receive such compensation for their 
services to be rendered for and in behalf of the Corporation as 
may, from time to time, be fixed by the Board of Directors, and 
the compensation so fixed shall continue to be payable until the 
Board of Directors shall have thereafter fixed a different 
compensation, which it may do at any regular or special meeting.

                           ARTICLE XIII

                               Shares

     Section 1.  The shares of stock of the Corporation shall be 
represented by certificates signed by the Chairman of the Board 
or the President and the Secretary or an Assistant Secretary of 
the Corporation and may be sealed with a seal of the Corporation 
or a facsimile thereof.  The signatures of the officers upon a 
certificate may be facsimiles if the certificate is countersigned 
by a Transfer Agent or registered by a Registrar other than the 
Corporation itself or an employee of the Corporation.  In the 
event any officer who has signed or whose facsimile signature has 
been placed upon a certificate shall cease to be such officer 
before the certificate is issued, it may be issued by the 
Corporation with the same effect as if he were such officer at 
the time of the issue of such certificate.

<PAGE>
     Section 2.  The Board of Directors may, at its discretion, 
appoint a Transfer Agent and a Registrar for the shares of common 
stock of the Corporation.  The Transfer Agent shall be in charge 
of the issue, transfer, and cancellation of shares of stock and 
shall countersign all stock certificates; and, in the event the 
Transfer Agent and Registrar shall be the same, then such stock 
certificates shall be countersigned by it as Transfer Agent and 
Registrar.  The Transfer Agent shall maintain stock transfer 
books which shall include a record of the shareholders, giving 
the names and addresses of all shareholders and the number and 
class of shares held by each; shall prepare voting lists for 
meetings of shareholders; shall produce and keep open these lists 
at the meetings, and shall perform such other duties as may be 
delegated by the Board of Directors.  The Registrar shall be in 
charge of preventing the overissue of shares, shall register all 
stock certificates, and shall perform such other duties as may be 
delegated by the Board of Directors.

     Section 3.  The Corporation shall have a first lien on all 
of the shares of the capital stock, and upon all dividends 
declared upon the same, for any indebtedness of any character or 
description owing to it from the respective holders of any such 
share or shares.

     Section 4.  The shares of the Corporation shall be 
transferable on the books of the Corporation upon surrender of 
the certificate or certificates representing the same, properly 
endorsed by the registered holder or by her/his duly authorized 
attorney.

     Section 5.  The Corporation shall be entitled to treat the 
holder of record of any share or shares of stock as the legal 
owner thereof and accordingly shall not be bound to recognize any 
equitable claim to or interest in such share or shares on the 
part of any other persons, whether or not it shall have express 
or other notice thereof, save as expressly provided by the laws 
of the State of Indiana.

     Section 6.  The provisions of that certain Rights Agreement 
dated December 21, 1995, by and between the Corporation and 
Chemical Mellon Shareholder Services L.L.C. are incorporated in 
and made a part of this Code of By-Laws as if set forth in full 
herein.

                          ARTICLE XIV

                          Fiscal year

     The fiscal year of this Corporation shall be the calendar 
year consisting of 52/53 weeks with the year ending on the 
weekend closest to December 31.

                          Article XV
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                      Checks for Money

     All checks, drafts or other orders for the payment of the 
funds of the Corporation shall be signed by the Treasurer, or by 
such other individual or individuals as may hereafter from time 
to time be designated by the Board of Directors.

                          ARTICLE XVI

                           Dividends

     Section 1.  The Board of Directors may, at any annual or 
special meeting, declare and authorize the distribution of a 
dividend to the shareholders of the Corporation.

     Section 2.  When the Board of Directors declares a dividend, 
it shall fix a date as the record date for the determination of 
the shareholders who shall be entitled to receive said dividend, 
and said dividend shall be paid only to the shareholders of 
record on said record date as shown by the books of the 
Corporation.

                          ARTICLE XVII

                    Compensation of Officers

     The officers of the Corporation shall receive such 
compensation for their services as may be, from time to time, 
fixed by the Board of Directors, and the compensation so fixed 
shall continue to be payable until the Board of Directors shall 
have fixed a different compensation, which it may do at any 
regular or special meeting.



                          ARTICLE XVIII

                           Execution of
               Negotiable Instruments and Contracts

     The promissory notes, debentures, certificates of 
indebtedness, written contracts, and other similar instruments 
which the Corporation may hereafter issue or execute, shall be 
the valid obligations of the Corporation, if signed in its behalf 
by the Chairman of the Board, the President, a Vice President, 
the Secretary, the Treasurer, or any other officer or agent 
designated and authorized by the Board of Directors.