EXHIBIT (3ii)

              CHORUS COMMUNICATIONS GROUP, LTD.

BYLAWS OF CHORUS COMMUNICATIONS GROUP, LTD.(A WISCONSIN CORPORATION)

Revised as of February 1999

                      TABLE OF CONTENTS


ARTICLE I.  OFFICES
      Section 1.Principal Office
      Section 2.Registered Office

ARTICLE II.  SHAREHOLDERS
      Section 1.Annual Meeting
      Section 2.Special Meetings
      Section 3.Nominations for the Board of Directors
      Section 4.Shareholder Proposals
      Section 5.Place of Meeting
      Section 6.Notice of Meeting
      Section 7.Quorum
      Section 8.Proxies
      Section 9.Voting
      Section 10.Acceptance and Rejection of Votes, Proxies, Etc.
      Section 11.Fixing of Record Date

ARTICLE III.  BOARD OF DIRECTORS
      Section 1.General Powers
      Section 2.Number and Term
      Section 3.Qualifications
      Section 4.Regular Meetings
      Section 5.Special Meetings
      Section 6.Notice
      Section 7.Quorum
      Section 8.Manner of Acting
      Section 9.Vacancies
      Section 10.Compensation
      Section 11.Informal Action by Directors
      Section 12.Removal
      Section 13.Committees
      Section 14.Director Emeritus

ARTICLE IV.  OFFICERS
      Section 1.Number and Qualifications
      Section 2.Election and Term of Office
      Section 3.Removal
      Section 4.Vacancies
      Section 5.President/CEO
      Section 6.The Vice-Presidents
      Section 7.The Secretary
      Section 8.The Treasurer
      Section 9.Assistant Secretaries and Assistant Treasurers
      Section 10.Salaries

ARTICLE V.  CONTRACTS, LOANS. CHECKS AND DEPOSITS
      Section 1.Contracts
      Section 2.Loans
      Section 3.Checks, Drafts, etc
      Section 4.Deposits

ARTICLE VI.  CERTIFICATES OF STOCK OWNERSHIP
      Section 1.Certificated and Uncertificated Shares
      Section 2.Acquisition of Shares

ARTICLE VII.  FISCAL YEAR

ARTICLE VIII.  AMENDMENTS

ARTICLE IX.  LOST CERTIFICATES

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ARTICLE X.  INDEMNIFICATION
      Section 1.Indemnification for Successful Defense
      Section 2.Other Indemnification
      Section 3.Written Request
      Section 4.Nonduplication
      Section 5.Determination of Right to Indemnification
      Section 6.Advance Payment of Expenses as Incurred
      Section 7.Nonexclusivity
      Section 8.Insurance
      Section 9.Securities Law Claims
      Section 10.Liberal Construction

ARTICLE XI.  DISTRIBUTIONS

ARTICLE XII.  CORPORATE SEAL

ARTICLE XIII.  EMERGENCY BYLAWS


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                           BYLAWS
                             OF
              CHORUS COMMUNICATIONS GROUP, LTD.


                     ARTICLE I. OFFICES

      SECTION 1. PRINCIPAL  OFFICE.  The principal  office of the corporation in
the State of Wisconsin shall be located at 1912 Parmenter Street,  Middleton, 
Wisconsin.  The corporation may have such other offices, within the State of 
Wisconsin, as the Board of Directors may designate from time to time.

      SECTION  2.  REGISTERED  OFFICE.  The  registered  office  of  the  
corporation  required  by the Wisconsin  business  corporation  law to be 
maintained  in the State of Wisconsin may be, but need not be,  identical with
the principal  office in the State of Wisconsin,  and the address of the 
registered office may be changed from time to time by the Board of Directors.


                  ARTICLE II. SHAREHOLDERS

      SECTION 1. ANNUAL MEETING.  The date of the Annual Meeting of 
Shareholders shall be in April of each year or at such time as the Board of
Directors may determine. The specific date and time shall be determined by
the Board of Directors. The purpose of the annual meeting is to elect directors
and to transact other business as may properly come before the meeting, pursuant
to Section 4 below. If the election of directors is not held at the annual
meeting of the shareholders, or other business is not transacted at any 
subsequent continuation after adjournment thereof, the Board of Directors shall
cause the election to be held and the other business to be transacted at a
special meeting of the shareholders as soon thereafter as convenient.

      SECTION 2.  SPECIAL  MEETINGS.  Special meetings of the shareholders for 
any purpose or purposes, unless  otherwise  prescribed by statute,  may be
called by the  President/CEO,  the Secretary,  or the Board of Directors,  and
shall be called by the  President/CEO at the request of holders of ten percent
(10%) of the issued voting stock of the corporation .

      SECTION  3.  NOMINATIONS  FOR THE  BOARD  OF  DIRECTORS.  Nominations  for
election  to the then current  Board  of  Directors  may be made by the  Board 
of  Directors  or by any  shareholder  of the corporation.  Nominations  for the
Board of Directors,  other than those made by the then current Board of  
Directors,  shall be made in  writing  and  received  at the  principal  
executive  offices  of the corporation  not less than 120 calendar  days before 
the date in the current year of the  corporation's proxy  statement  released to
shareholders  in connection  with the previous  year's  annual  meeting.
Notice of the specific  date by which to make a nomination  shall be given to
all  shareholders  in the corporation  proxy  statement  for the  year 
preceding  the  election.  Nominations  for the  Board of Directors  made by a
shareholder  shall  contain the name,  address and date of birth of each 
proposed nominee,  the  principal  occupation  of each  proposed  nominee for
the last five years,  the name and address of the  nominating  shareholder,  and
the number of shares of common  stock of the  corporation owned by the proposed 
nominee and the nominating  shareholder.  The Nominating  Committee of the Board
of Directors in its sole discretion  shall  recommend to the full Board of 
Directors  which, if any, of the proposed  nominees shall be set forth as the 
nominee for each eligible  position in the corporation proxy statement mailed in
anticipation of the upcoming Annual Meeting of Shareholders.

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      SECTION 4.  SHAREHOLDER  PROPOSALS.  Proposals to be considered by the  
shareholders at an Annual Meeting of Shareholders may be made (i) by or at the
direction of the Board of Directors, or (ii) by any shareholder of the
corporation pursuant to the Securities Exchange Act, including timely notice
in writing to the Secretary of the corporation. To be timely, a
Shareholder's notice for proposals to be included in the corporation's proxy
statement ("Rule 14a-8 proposals") must be received at the principal executive
offices of the corporation not less than 120 calendar days before the date in
the current year of the corporation's proxy statement released to
shareholders in connection with the previous year's annual meeting. Non-Rule
14a-8 proposals must be received at the principal executive offices of the
corporation not less than 45 calendar days before the date in the current year
of the corporation's proxy statement released to shareholders in connection with
the previous year's annual meeting. Each Shareholder's notice to the Secretary
shall set forth (a) the shareholder giving notice and the beneficial owner, if
any, on whose behalf the proposal is made, (i) their name and record address, 
(ii) the number of shares of capital stock of the corporation which are 
beneficially owned by each of them, (iii) verification that the shareholder owns
such shares and the period that they have been continuously owned by the 
shareholder, and (iv) a statement whether the shareholder intends to continue to
hold the shares through the date of the Annual Meeting of Shareholders, and
(b) a brief description of the business desired to be brought before the 
meeting, the reasons for conducting such business at the meeting and any 
material interest in such business of such shareholder giving notice and the 
beneficial owner, if any, on whose behalf the proposal is made.  Only such 
business shall be conducted at a special meeting of shareholders as shall have
been brought before the meeting pursuant to the corporation's Notice of Meeting.
Only such business shall be conducted at a meeting of shareholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this section.

      SECTION  5.  PLACE OF MEETING.  The Board of Directors may designate any
place, within the State of Wisconsin, as the place of meeting for any annual
meeting or for any special meeting called by the President/CEO, the
Secretary, or the Board of Directors. A waiver of notice signed by
all shareholders entitled to vote at a meeting may designate any place, within
the State of Wisconsin, as the place for the holding of such meeting. If no
designation is made, the place of meeting shall be the registered office of
the corporation in the State of Wisconsin, but any meeting may be adjourned
to reconvene at any place designated by vote of a majority of the
shareholders. If no designation is made, the place of meeting shall be the
principal business office of the corporation in the State of Wisconsin or
such other suitable place in the county of such principal office as may be
designated by the person calling such meeting, but any meeting may be
adjourned to reconvene at any place designated by vote of a majority of the
shares represented thereat.
     
      SECTION 6. NOTICE OF MEETING. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be    delivered not less than ten (10)
nor more than sixty (60) days before the date of the meeting, either personally
or by mail, by or at the direction of the President/CEO, the Secretary, or the 
Board of Directors, to each shareholder entitled to vote at such meeting. If 
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the shareholder at the shareholder's address as
it appears on the books of the corporation, with postage thereon prepaid.

      SECTION  7.  QUORUM.  The holders of a majority  of the issued  common  
stock of the  corporation shall constitute a quorum at a meeting of
shareholders. Though less than a quorum of shareholders are represented at a 
meeting, the holders of a majority of the issued voting common stock so
represented may adjourn the meeting from time to time without further notice. 
At such adjourned meeting at which a quorum shall be present or be represented,
any business may be transacted which might have been transacted at the meeting
as originally notified. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the 
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting. If a quorum exists, action on a matter
(other than the election of directors) by the shareholders is approved if the 
votes cast by the shareholders favoring the action exceed the votes cast
opposing the action.

<PAGE>

      SECTION 8. PROXIES.  At all meetings of  shareholders,  a  shareholder  
entitled to vote may vote by proxy  appointed  in writing by such  shareholder.
Such proxy shall be filed with the  Secretary of the  corporation  before or at 
the time of the  meeting.  No proxy shall be valid after  eleven  months from
the date of its execution,  unless otherwise  provided in the proxy.  Unless 
otherwise provided in the proxy,  a proxy may be revoked at any time before it
is voted,  either by written notice filed with the  Secretary or the acting  
Secretary of the meeting or by oral notice  given by the  shareholder  to the
presiding  officer  during the  meeting.  The presence of a  shareholder  who
has filed his or her proxy shall not of itself constitute a revocation.

      SECTION  9.  VOTING.  Each  shareholder  entitled  to vote shall be
entitled to one vote for each share held upon each matter submitted to a vote
at a meeting of shareholders.

      SECTION 10.  ACCEPTANCE  AND  REJECTION OF VOTES,  PROXIES,  ETC..  If 
the name signed on a vote, consent, waiver, or proxy appointment corresponds
to the name of a shareholder, the corporation if acting in good faith is
entitled to accept the vote, consent, waiver, or proxy appointment and give
it effect as the act of the shareholders. The corporation is entitled to
reject a vote, consent, waiver, or proxy appointment if the Secretary or
other officer or agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature on it or
about the signatory's authority to sign for the shareholder. The corporation and
its officer or agent who accepts or rejects a vote, consent, waiver, or proxy
appointment in good faith and in accordance with the standards of this section
are not liable in damages to the shareholder for the consequences of the 
acceptance or rejection. Corporate action based on the acceptance or rejection
of a vote, consent, waiver, or proxy appointment under this section is valid 
unless a court of competent jurisdiction determines otherwise.

      SECTION 11.  FIXING OF RECORD  DATE.  For the  purpose of  determining 
shareholders  entitled to notice of or to vote at any meeting of shareholders,
or shareholders entitled to receive payment of any distribution or dividend, or
in order to make a determination of shareholders for any other proper purpose,
the Board of Directors may fix in advance a date as the record date. Such record
date shall not be less then ten (10) nor more than seventy (70) days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If no record date is so fixed by the Board of 
Directors for the determination of shareholders entitled to notice of, or to
vote at a meeting of shareholders, or shareholders entitled to receive a share
dividend or distribution, the record date for determination of such shareholders
shall be at the close of business on:

      (a)  With respect to an annual shareholder  meeting or any special 
           shareholder meeting called by the Board of Directors or any person
           specifically  authorized  by the Board of Directors or these  Bylaws 
           to call a  meeting,  the date on which  the  first  notice  is  
           delivered  to shareholders;

      (b)  With respect to a special shareholder's  meeting demanded by the
           shareholders,  the date the first shareholder signs the demand;

      (c)  With respect to the payment of a share dividend,  the date the Board
           of Directors authorizes the share dividend;

      (d)  And with respect to a distribution to  shareholders,  (other than one
           involving a repurchase or reacquisition of shares), the date the 
           Board of Directors authorizes the distribution.

      When a  determination  of shareholders  entitled 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 
      of  Directors  fixes a new record date which it must do if the meeting is
      adjourned to a date more than 120 days after the date fixed for the
      original meeting.

<PAGE>

               ARTICLE III. BOARD OF DIRECTORS

      SECTION  1.  GENERAL  POWERS.  The  affairs of the  corporation  shall be
managed by its Board of Directors.

      SECTION 2.NUMBER AND TERM.  The  Board of Directors of the  corporation
shall  consist of such number of  directors,  not less than five (5) nor more
than  thirteen  (13),  as shall,  from  time to time,  be fixed  by the  Board
of  Directors.  The  Board of  Directors  shall be divided  into three  classes
as nearly  equal in number as may be, with the term of office of one class 
expiring each year.  When the number of directors is changed,  any newly created
directorships  or any decrease in  directorships  shall be so apportioned  among
the classes as to make all classed as nearly equal in number as possible. 
Subject to the  foregoing,  at each annual  meeting of  shareholders  the
successors  to the class of directors  whose term shall then expire shall be
elected to hold office for a term expiring at the third succeeding annual 
meeting.

      SECTION  3.  QUALIFICATIONS.  Directors  shall  be  residents  of  the 
State  of  Wisconsin  and shareholders of the corporation.

      SECTION  4.  REGULAR  MEETINGS.  A regular  meeting of the Board of
Directors may be held without other  notice  than this  By-law  immediately 
after,  and at the same place as, the annual  meeting of shareholders,  and  
each  adjourned  session  thereof,  and the  Board  of  Directors  may  provide
by resolution for the holding of additional  regular meetings.  The time and
place,  within or without the State of Wisconsin,  for the holding of such 
additional  regular meetings shall be without other notice than such resolution.

     SECTION 5.  SPECIAL  MEETINGS.  Special meetings of the Board of Directors
may be called by or at the request of the  President/CEO,  Secretary or any two
directors.  The person or persons  authorized to call special  meetings of the
Board of Directors  may fix any place,  within or without the State of 
Wisconsin,  as the place for holding any special  meeting of the Board of
Directors  called by them. If no other place is fixed,  the place of the meeting
shall be the principal  office of the corporation in the State of Wisconsin.

      SECTION  6.  NOTICE.  Notice of any  special  meeting  shall be given at 
least  forty-eight  (48) hours previously thereto by mail,  telegram,  
radiogram,  facsimile,  telex, e-mail, other form of wire or wireless 
communication  medium,  or by personal  service  delivered to each  director at 
his or her address as  designated.  If mailed,  such notice shall be deemed to
be delivered  when deposited in the United  States  mail so  addressed,  with 
postage  thereon  prepaid.  If notice be given by  telegram, teletype,  
facsimile,  e-mail,  or other form of wire or  wireless  communication  medium,
such notice shall be deemed to be delivered  when said notice is delivered to
the applicable  transferring  medium.  Whenever  any notice  whatever  is 
required to be given to any  director of the  corporation  under the provisions
of these  By-laws or under the  provisions  of any  statute,  a waiver  thereof 
in writing, signed at any time,  whether  before or after the time of  meeting,
by the  director  entitled to such notice,  shall be deemed  equivalent  to the 
giving of such notice.  The  attendance of a director at a meeting  shall  
constitute  a waiver of notice  of such  meeting,  except  where a  director 
attends a meeting for the express  purpose of objecting to the  transaction  
of any business and at the beginning of the meeting (or  promptly  upon his or
her  arrival)  objects to holding the meeting or  transacting business at the 
meeting, and does not thereafter vote for or assent to action taken at the
meeting.

        Neither the business to be transacted at, nor the purpose of any regular
or special  meeting of the Board of Directors, need be specified in the notice
or waiver of notice of such meeting.
 
      SECTION  7.  QUORUM.  A majority of the number of directors fixed by the
Board of Directors shall constitute  a quorum for the  transaction  of business
at any  meeting of the Board of  Directors,  but though less than such quorum is
present at a meeting,  a majority of the directors  present may adjourn the
meeting from time to time without further notice.

<PAGE>

      SECTION  8.  MANNER OF ACTING.  The act of the majority of the directors
present at a meeting at which a quorum is  present  shall be the act of the 
Board of  Directors,  unless  the act of a greater number is required by these
Bylaws or by law. Any or all  directors  may  participate  in a regular or
special  meeting  by, or conduct the meeting  through the use of, any means of  
communication  by which (i) all  directors  participating  may  simultaneously 
hear each other  during the meeting or (ii) all communication during the meeting
is immediately  transmitted to each participating  director,  and each
participating  director is able to immediately send messages to all other
participating  directors.  If a  meeting  will be  conducted  through  the use
of any  means  described  in (i) and (ii)  above,  all participating  directors
shall be informed that a meeting is taking place at which  official  business
may be  transacted.  A  director  participating  in a meeting  by this means is
deemed to be present in person at the meeting.

      A director  who is present at a meeting of the Board of  Directors or a 
committee of the Board of Directors  when  corporate  action is taken is deemed
to have  assented  to the  action  taken  unless: (1) he or she objects at the 
beginning of the meeting (or promptly upon his or her arrival) to holding it or
transacting  business at the meeting;  or (2) his or her dissent or  abstention 
from the action taken is entered in the minutes of the  meeting;  or (3) he or 
she  delivers  written  notice of his or her dissent or abstention  to the
presiding  officer of the meeting  before its  adjournment  or to the 
corporation  immediately  after  adjournment of the meeting.  The right of
dissent or abstention is not available to a director who votes in favor of the 
action taken.

      SECTION  9.  VACANCIES.  Any vacancy  occurring  in the Board of 
Directors,  including a vacancy created by an  increase  in the number of 
directors,  shall be filled  for the  unexpired  term by the affirmative  vote 
of a majority of the directors  then in office;  provided,  that in case of a 
vacancy created by the  removal of a director  by vote of the  shareholders,  
the  shareholders  shall have the right to fill such vacancy at the same meeting
or any adjournment thereof.

      SECTION  10.  COMPENSATION.  The Board of Directors shall receive such  
compensation as the Board of Directors shall from time to time determine.

      SECTION  11.  INFORMAL  ACTION BY DIRECTORS.  Any action required to be
taken at a meeting of the Board of  Directors,  or any other  action  which may
be taken at a meeting of the Board of  Directors, may be taken  without a
meeting if a consent in writing,  setting  forth the action so taken,  shall be
signed by all of the directors entitled to vote with respect to the subject
matter thereof.

      SECTION  12.  REMOVAL.  A  director  may be removed  from  office  with 
or  without  cause by the affirmative  vote of a majority of the  outstanding
shares  entitled to vote for the  election of such director,  taken at a meeting
of  shareholders  called for that  purpose.  A director may resign at any time
by  delivering  written  notice  of his or her  resignation  to the  Board  of
Directors,  to the President/CEO  or  Secretary  of the  corporation.  A 
resignation  is  effective  when the  notice  is delivered unless the notice
specifies a later effective date.

      SECTION 13.  COMMITTEES.

      (a)  Creation  of  Committees.  The Board of  Directors  may  create one
or more  committees  and appoint  members  of the Board of  Directors  to serve
on them.  Each  committee  must have two or more members, who serve at the 
pleasure of the Board of Directors.

      (b)  Selection of Members.  The creation of a committee and  appointment
of members to it must be approved by a majority of all the directors in office
when the action is taken.

      (c)  Required  Procedures.  Sections of this Article III, which govern 
meetings,  action without meetings,  notice and waiver of notice,  quorum  and
voting  requirements  of the Board of  Directors, apply to committees and their
members.

<PAGE>

      (d)  Authority.  Each  committee  may  exercise  those  aspects of the  
authority of the Board of Directors  which the Board of Directors  confers upon 
such  committee  in the  resolution  creating the committee.   Provided,   
however,  a  committee  may  not  do  any  of  the  following:  (1)  authorize 
distributions;  (2) approve or propose to shareholders  action that the 
Wisconsin Business  Corporation Act  requires be approved by  shareholders; 
(3) fill  vacancies on the Board of Directors or on any of its  committees; 
(4) amend the Articles of  Incorporation;  (5) adopt,  amend,  or repeal Bylaws;
(6) approve a plan of merger;  (7)  authorize or approve  reacquisition  of 
shares,  except  according to a formula or method  prescribed  by the Board of 
Directors;  or (8) authorize or approve the issuance or sale or contract for
sale of shares or determine  the  designation  and relative  rights,  
preferences, and  limitations  of a class or series of shares,  except that the
Board of Directors  may  authorize a committee  (or a senior  executive  officer
of the  corporation)  to do so within  limits  specifically prescribed  by the
Board  of  Directors.  Unless  otherwise  provided  by the  Board of  Directors
in creating the committee,  a committee may employ counsel,  accountants  and
other  consultants to assist it in the exercise of authority.

      SECTION 14. DIRECTOR  EMERITUS.  The  Board of Directors may appoint one
or more former directors to the  position of Director  Emeritus to assist the
Board with the  discharge  of its duties upon such terms and  conditions  and at
such  compensation  as the Board of Directors may  determine.  A Director
Emeritus shall not be entitled to vote on any matter that comes before the
Board.

                    ARTICLE IV. OFFICERS

      SECTION  1.  NUMBER AND  QUALIFICATIONS.  The principal  officers of the
corporation  shall be a President/Chief  Executive  Officer (CEO), a 
Vice-President,  a Secretary,  an Assistant  Secretary,  a Treasurer and an 
Assistant  Treasurer,  each of whom shall be elected by the Board of  Directors.
Such other  officers  and  assistant  officers  as may be deemed  necessary  may
be  elected by the Board of Directors.  Whenever  the  Board of  Directors  
shall so  order,  two  offices  may be held by the same person except 
President/CEO  and  Vice-President,  and  President/CEO  and Secretary.  
Officers of the corporation, other than the President/CEO, need not be directors
of the corporation.

      SECTION  2.  ELECTION  AND TERM OF  OFFICE.  The  officers  of the  
corporation  shall be elected annually  by the Board of  Directors  at the first
meeting of the Board of  Directors  held after each annual  meeting of the 
shareholders.  If the election of officers  shall not be held at such  meeting,
such  election  shall be held as soon  thereafter  as  conveniently  may be.  
Each  officer  shall hold office until his or her  successor  shall have been 
elected and shall have been  qualified or until his or her death or until he or
she shall resign.

      SECTION  3.  REMOVAL.  Any officer or agent elected or appointed by the 
Board of Directors may be removed by the Board of Directors  whenever in its
judgment the best interests of the corporation  will be served thereby.

      SECTION  4.  VACANCIES.  Should a vacancy in any officer  position  arise
because of an officer's death,  resignation,  removal,  disqualification or 
otherwise, such vacancy, upon recommendation of the President/CEO, shall be 
filled by the Board of Directors for the unexpired portion of the term.

      SECTION  5.  PRESIDENT/CEO.  The  President/CEO  shall  be the  chief 
executive  officer  of the corporation  and  subject to the  control of the
Board of  Directors,  shall in general  supervise  and control all of the 
business and affairs of the  corporation.  He or she shall,  when  present, 
preside at all meetings of the  shareholders  and of the Board of  Directors. 
He or she shall have  authority, subject  to such rules as may be  prescribed 
by the Board of  Directors,  to  appoint  such  officers, agents and employees
of the corporation as he or she shall deem  necessary,  to prescribe their 
powers, duties,  and  compensation,  and to delegate  authority to them. He or
she may sign, with the Secretary or any other  proper  officer  of the 
corporation  thereunto  authorized  by the  Board of  Directors, certificates
representing shares of the corporation,  any deeds, mortgages,  bonds, 
contracts, or other instruments  which the Board of Directors  has  authorized
to be  executed,  except in cases where the signing or the  execution  thereof
shall be expressly  delegated by the Board of Directors or by these By-laws to
some other officer or agent of the corporation,  or shall be required by law to
be otherwise signed  or  executed;  and  in  general  shall  perform  all  
duties  incident  to  the  office  of the President/CEO and such other duties as
may be prescribed by the Board of Directors from time to time.

<PAGE>
 
      SECTION 6.  THE  VICE-PRESIDENTS.  The Board of Directors may appoint an
Executive Vice-President and as many  Vice-Presidents  as it deems  appropriate.
Any  Vice-President  shall perform such duties and  have  such  authority  as 
from  time to time may be  delegated  or  assigned  to him or her by the
President/CEO  or the Board of Directors.  In the absence of the  President/CEO
or in the event of his or her death,  inability or refusal to act, the  
Vice-President  delegated  authority  under  Section 5 and, in the absence of 
such delegation,  the Executive  Vice-President and then the Vice-President with
the most  seniority  as a  Vice-President  and who is not then absent or 
disabled,  shall  perform the duties of the  President/CEO,  and when so  
acting,  shall have all the powers of and be subject to all the  restrictions 
upon  the   President/CEO.   Any   Vice-President  may  sign,  with  the  
Secretary, certificates  representing the shares of the  corporation;  and 
shall perform such other duties as from time to time may be assigned to him or 
her by the President/CEO or by the Board of Directors.

      SECTION 7.  THE  SECRETARY.  The Secretary shall: (a) keep the minutes of 
the shareholders and of the Board of  Directors  meetings  in one or more books
provided  for that  purpose;  (b) see that all notices are given in  accordance
with the  provisions  of these  By-laws or as required by law; (c) be custodian
of the  corporate  records;  (d)  keep a  register  of  the  post  office 
address  of  each shareholder  which  shall  be  furnished  to the  Secretary
by such  shareholder;  (e)  sign  with the President/CEO,  or a Vice-President,
certificates of stock ownership of the corporation,  the issuance of which 
shall have been  authorized by resolution of the Board of Directors;  (f) have 
general  charge of the stock transfer books of the  corporation;  and (g) in 
general perform all duties incident to the office of  Secretary  and such other
duties as from time to time may be  assigned to him or her by the President/CEO
or by the Board of Directors.

      SECTION  8.  THE  TREASURER.  If required by the Board of Directors,  the
Treasurer  shall give a bond for the  faithful  discharge  of his or her duties 
in such sum and with such surety or sureties as the Board of  Directors  shall
determine.  He or she  shall:  (a) have  charge  and  custody of and be
responsible for all funds and securities of the  corporation,  receive and give
receipts for moneys due and payable to the corporation from any source 
whatsoever,  and deposit all such moneys in the name of the  corporation  in 
such  banks,  trust  companies  or other  depositaries  as shall  be  selected 
in accordance  with the  provisions of Article V of these By-laws;  and (b) in
general  perform all of the duties  incident to the office of Treasurer  and
such other duties as from time to time may be assigned to him or her by the 
President/CEO or by the Board of Directors.

      SECTION 9.  ASSISTANT  SECRETARIES  AND ASSISTANT  TREASURERS.  
The Assistant  Secretaries,  when authorized  by the  Board  of  Directors,  may
sign  with  the  President/CEO  or  any  Vice-President certificates  for shares
of the  corporation  the  issuance  of which shall have been  authorized  by a
resolution  of the Board of Directors.  The Assistant  Treasurers  shall 
respectively,  if required by the Board of  Directors,  give bonds for the 
faithful  discharge of their duties in such sums and with such  sureties as the
Board of Directors  shall  determine.  The  Assistant  Secretaries  and 
Assistant Treasurers,  in general,  shall  perform  such duties as shall be 
assigned to them by the  Secretary or the Treasurer, respectively, or by the 
President/CEO or the Board of Directors.

      SECTION 10.  SALARIES.  The salary of the  President/CEO  shall be fixed
from time to time by the Board of  Directors  or by a duly  authorized 
committee  thereof.  All  other  salaries  of  principal officers shall be fixed
by the President/CEO, subject to review by the Board of Directors.

      ARTICLE V. CONTRACTS. LOANS. CHECKS AND DEPOSITS

      SECTION  1.  CONTRACTS.  The Board of Directors may  authorize any officer
or officers,  agent or agents,  to enter into any contract or execute and 
deliver any  instrument in the name of and on behalf of the corporation, and 
such authorization may be general or confined to specific instances.

      SECTION  2.  LOANS.  No long-term loans shall be contracted on behalf of 
the corporation  without approval of a majority of the Board of Directors.

<PAGE>

      SECTION  3.  CHECKS,  DRAFTS,  ETC. All checks,  drafts or other orders 
for the payment of money, notes or other  evidences of  indebtedness  issued in
the name of the  corporation,  shall be signed by such officer or officers, 
agent or agents of the  corporation and in such manner as shall from time to
time be  determined  by or under the  authority of  resolution  of the Board of
Directors or any of its committees.
 
      SECTION 4.  DEPOSITS.  All funds of the  corporation  not otherwise  
employed  shall be deposited from  time  to time  to the  credit  of the  
corporation  in  such  banks,  trust  companies  or  other depositories as may
be selected by or under the authority of the Board of Directors.


         ARTICLE VI. CERTIFICATES OF STOCK OWNERSHIP

SECTION 1.  CERTIFICATED AND UNCERTIFICATED SHARES.  Shares of the corporation's
stock may be certificated or uncertificated, as provided under Wisconsin law. 
If certificated, certificates representing shares of the corporation shall be
in such form as shall be determined by the Board of Directors.  Such 
certificates shall be signed by the President/CEO or any vice-president and by
the Secretary or Assistant Secretary.  All certificates shall be consecutively
numbered or otherwise identified.  The name and address of the shareholder to
whom the certificated shares thereby are issued, and date of issue, shall be
entered on the books of the corporation.  If uncertificated, the corporation,
directly or through its agent, shall maintain records, written or electronic,
to permit identification of the shareholder, the date of issue, the number of 
shares, and such other information as the corporation shall deem appropriate or
necessary.  All certificates surrendered to the corporation for transfer shall
be canceled and no new certificates shall be issued until the former 
certificates for a like number of shares shall have been surrendered and 
cancelled, except that in the case of a lost, destroyed, or mutilated 
certificate, a new one may be issued therefor pursuant to Article IX hereof or
upon such other terms and indemnity to the corporation as the Board of
Directors may prescribe.

      SECTION 2.  ACQUISITION OF SHARES.  The  corporation may acquire its own
shares and the shares so acquired shall constitute authorized but unissued
shares.


                  ARTICLE VII. FISCAL YEAR

      The fiscal  year of the  corporation  shall begin on the first day of
January and end on the last day of December in each following year.




                  ARTICLE VIII. AMENDMENTS

      The  corporation's  shareholders  may amend or repeal the  corporation's
Bylaws  even though the Bylaws may also be amended or repealed by its Board of
Directors.

      These  Bylaws may be altered,  amended or repealed  and new Bylaws may be
adopted by the Board of Directors of the corporation unless the shareholders in
adopting,  amending,  or repealing a particular bylaw provide expressly that the
Board of Directors may not amend or repeal that bylaw.

      The  Secretary of the  corporation  shall mail a copy of each  amendment
adopted by the Board of Directors at the time of payment of the dividend next 
following the adoption of the amendment.

                ARTICLE IX. LOST CERTIFICATES

      Any  shareholder  claiming a certificate  of stock to have been lost,  
stolen or destroyed  shall make an affidavit or  affirmation  of such fact, and
shall give the Board of Directors such bond as the Treasurer  may  require  
sufficient  to  indemnify  against  any  claim  that may be made  against  the
corporation on account of the alleged loss,  theft or destruction of such  
certificate or any damage or loss  that  may  arise  from  issuing  a new  
certificate,  whereupon  the  Board of  Directors  may by resolution duly 
entered on record order a new certificate of the same alleged to be lost or 
destroyed.

<PAGE>

                 ARTICLE X. INDEMNIFICATION

      SECTION 1.  INDEMNIFICATION  FOR SUCCESSFUL  DEFENSE.  Within twenty (20)
days after receipt of a written request  pursuant to Section 3 below,  the  
corporation  shall indemnify a director or officer, to  the  extent  he or she
has  been  successful  on the  merits  or  otherwise  in the  defense  of a
proceeding,  for all  reasonable  expenses  incurred in the proceeding if the
director or officer was a party  because he or she is a director or officer of 
the  corporation.  The phrase  "expenses"  in this Article X shall include  
fees,  costs,  charges,  disbursements,  attorneys  fees,  and other  expenses
incurred in  connection  with a  proceeding.  The phrase  "director or officer"
in this Article X shall mean each present,  former,  and future  director or 
officer of the  corporation or an individual  who, while a director or officer 
of the corporation,  is or was serving at the  corporation's  request as an
officer,  director,  partner, trustee, member of any governing or 
decision-making  committee,  manager, employee  or  agent  of  another 
corporation  or  foreign  corporation,   limited  liability  company, 
partnership,  joint venture,  trust or other  enterprise.  Other  definitions 
which may be relevant to this Article X are as set forth in Section 180.0850 of
the Wisconsin Statutes.

      SECTION 2.  OTHER INDEMNIFICATION.

      (a)  In cases not included under Section 1 above,  the corporation  shall
indemnify a director or officer  against  liability  and expenses  incurred by
such person in a proceeding  to which the person was a party  because he or she
is a director  or officer  unless  liability  was  incurred  because the person
breached or failed to perform a duty he or she owes or owed to the  corporation
and the breach or failure to perform constitutes any of the following:

           (1)  A  willful  failure  to  deal  fairly  with  the  corporation 
                or its  shareholders  in connection with a matter in which the 
                person has a material conflict of interest.

           (2)  A violation of criminal  law,  unless the director or officer 
                had  reasonable  cause to believe  his or her conduct  was 
                lawful or not  reasonable  cause to believe his or her
                conduct was unlawful.

           (3)  A transaction from which the director or officer derived an 
                improper personal profit.

           (4)  Willful misconduct.

      (b)  Determination  of whether  indemnification  is  required  under this
section  shall be made pursuant to Section 5 below.

      (c)  The termination of a proceeding by judgment,  order,  settlement,  
or conviction,  or upon a plea  of  no  contest  or  an  equivalent  plea,  
does  not,  by  itself,  create  a  presumption  that indemnification of the
director or officer is not required under this section.

      SECTION 3. WRITTEN  REQUEST.  A director or officer who seeks  
indemnification  under  Sections 1 or 2 above shall make a written request to 
the corporation.

      SECTION 4.  NONDUPLICATION.  The  corporation  shall not  indemnify a
director  or officer  under Sections 1 or 2 above if the director or officer
has previously  received  indemnification or allowance of expenses  from any 
person,  including  the  corporation,  in  connection  with the same  
proceeding.  However,  the  director  or  officer  has  no  affirmative  duty 
to  look  to  any  other  person  for indemnification  nor to first  exhaust
his or her  remedies  to seek  indemnification  from such other person.

     SECTION  5.  DETERMINATION  OF  RIGHT  TO  INDEMNIFICATION.   The  director
or  officer  seeking indemnification  under Section 2 above shall seek one of 
the methods for  determining  his or her right to  indemnification  pursuant to 
the  provisions  of Section  180.0855(1)  through (6) of the Wisconsin Statutes;
and such  selection  shall be made  within  sixty  (60) days after the 
commencement  of any proceeding.  Such  selection  shall  be  made  in  writing
and  delivered  to  the  Secretary  of  the corporation.  If it is  determined
that  indemnification  is  required  under  Section  2  above,  the corporation
shall pay all  liabilities  and expenses not prohibited by Section 4 above
within ten (10) days after receipt of the written  determination as to a 
director's or officer's  indemnification under Section 2 above.  The  
corporation  shall also pay all expenses  incurred by the director or officer in
the determination process.

<PAGE>

      SECTION 6. ADVANCE  PAYMENT OF EXPENSES AS INCURRED.  Upon written  
request by the person seeking indemnification  under Section 2 above,  the  
corporation  will pay or reimburse his or her  reasonable expenses as incurred
if the person  requesting such  indemnification  provides the corporation with 
all of the  following:  (a) a written  affirmation  of his or her good faith 
belief that he or she has not breached  or failed to perform  his or her  duties
to the  corporation  and (b) a written  undertaking, executed by such  person, 
to repay the  allowance  and  reasonable  interest on the  allowance  to the
extent it is ultimately  determined  under Section 5 above that  indemnification
under Section 2 above is not  required  and that  indemnification  is not  
ordered by a court under  Section  180.0854 of the Wisconsin  Statutes.  The 
undertaking  under this section shall be an unlimited  general  obligation of
the  director  or officer  and may be  accepted  without  reference  to his or 
her ability to repay the allowance.  The undertaking may be secured or
unsecured.

      SECTION 7.  NONEXCLUSIVITY.

      (a)  Except as provided in (b),  Sections 1, 2, and 6 above do not 
preclude any additional  right to  indemnification  or  allowance  of  expenses
that a director  or officer may have under any of the following:

           (1)  The articles of incorporation.

           (2)  A written agreement between the director or officer and the
corporation.

           (3)  A resolution of the Board of Directors.

           (4)  A  resolution,  after notice,  adopted by a majority  vote of
all of the  corporation's voting shares then issued and outstanding.

           (5)  The statutes or common law of the State of Wisconsin.

      (b)  Regardless  of the  existence of an additional  right under (a), the
corporation  shall not indemnify a director or officer or permit a director or
officer to retain any  allowance  of  expenses, unless it is  determined  by or
on behalf of the  corporation  that the  director  or  officer  did not breach
or fail to perform a duty he or she owed or owes to the corporation  which  
constitutes  conduct under  Section  2(a) (1),  (2), (3) or (4). A director or
officer who is a party to the same or related proceeding  for which  
indemnification  or an allowance of expenses is sought may not  participate in a
determination under this subsection.

      (c)  Sections 1 to 8 herein do not affect the  corporation's  power to 
pay or reimburse  expenses incurred by a director or officer in any of the 
following circumstances:

           (1)  As a witness in a proceeding to which he or she is not a party.

           (2)  As a plaintiff or petitioner in a proceeding  because he or she
is or was a director or officer of the corporation.

      SECTION 8.  INSURANCE.  The  corporation  may  purchase  and  maintain  
insurance on behalf of an individual  who is a director  or officer of the  
corporation  against  liability  asserted  against or incurred by the  
individual in his or her capacity as a director or officer,  regardless of
whether the corporation  is required or authorized  to indemnify or allow  
expenses to the  individual  against the same liability under Sections 1, 2, or
6.

      SECTION 9.  SECURITIES LAW CLAIMS.

      (a)  Pursuant to the public  policy of the State of  Wisconsin,  the  
corporation  shall  provide ndemnification,  allowance of expenses,  and 
insurance for any liability incurred in connection with a poceeding  involving
securities  regulation  described  under (b) to the extent required or permitted
under Sections 1 to 8.

      (b) Section 1 to 8 apply,  to the extent  applicable to any other 
proceeding,  to any proceeding involving a federal or state statute,  rule, or
regulation  regulating the offer,  sale, or purchase of securities, securities
brokers or dealers, or investment companies or investment advisors.

<PAGE>

      SECTION 10. LIBERAL  CONSTRUCTION.  In order for the  corporation to 
obtain and retain  qualified directors and officers,  the foregoing  provisions
shall be liberally  administered in order to afford maximum  indemnification of
directors or officers and, accordingly,  the indemnification above provided for
shall  be  granted  in  all  cases  unless  to do so  would  clearly  contravene
applicable  law, controlling precedent, or public policy.



                 ARTICLE XI. DISTRIBUTIONS.

      The Board of Directors may authorize,  and the  corporation  may make,
distributions  (including dividends on its outstanding shares) in the manner 
and upon the terms and conditions provided by law.


                ARTICLE XII. CORPORATE SEAL.

      The Board of  Directors  may  provide a  corporate  seal which may be  
circular  in form and have inscribed  thereon any  designation  including the
name of the  corporation,  Wisconsin as the state of incorporation, and the
words "Corporate Seal."


               ARTICLE XIII. EMERGENCY BYLAWS.

      The following provisions of this Article XIII,  "Emergency Bylaws" shall 
be effective only during an  emergency,  which is  defined  as when a quorum of
the  corporation's  directors  cannot be readily assembled  because of some 
catastrophic  event or events.  These  Emergency  Bylaws are not  effective
after the emergency ends.

      During such emergency:

      (a)  Notice of Board of Director  Meetings.  Any one member of the Board
of  Directors or any one of the following officers: President/CEO,  
Vice-President,  Secretary, or Treasurer, may call a meeting of the Board of 
Directors.  Notice of such  meeting need be given only to those  directors  whom
it is practicable to reach,  and may be given in any practical  manner,  
including by publication  and radio.  Such notice shall be given at least six
(6) hours prior to commencement of the meeting.

      (b)  Temporary  Directors  and Quorum.  One or more  officers of the 
corporation  present at the emergency Board of Directors  meeting,  as is
necessary to achieve a quorum,  shall be considered to be directors for the
meeting,  and shall so serve in order of rank,  and within the same rank, in 
order of seniority.  In the event that less than a quorum of the directors are
present  (including  any officers who are to serve as  directors  for the 
meeting),  those  directors  present  (including  the officers serving as 
directors) shall constitute a quorum.

      (c)  Actions  Permitted To Be Taken.  The Board of Directors as 
constituted in paragraph (b), and after notice as set forth in paragraph (a)
may:

           (1)  Officers' Powers.  Prescribe emergency powers to any officer of
 the corporation;

           (2)  Delegation  of Any Power.  Delegate  to any officer or  
director,  any of the powers of the Board of Directors;

           (3) Lines of  Succession.  Designate  lines of  succession  of 
officers  and agents,  in the event that any of them are unable to discharge 
their duties;

           (4) Relocate  Principal  Place of Business.  Relocate the  principal
place of business,  or designate successive or simultaneous principal places of
business;

           (5) All Other Action.  Take any other  action,  convenient,  helpful,
or necessary to carry on the business of the corporation.