Exhibit 3 (ii)

                            RESTATED BYLAWS OF

                             MID-PLAINS, INC.
  

(Adopted by the Board of Directors on February 18, 1997)

<PAGE>
                             TABLE OF CONTENTS


ARTICLE I.  OFFICES  . . . . . . . . . . . . . . . . . . . . . . . . . . .1

     Section 1.     Principal Office . . . . . . . . . . . . . . . . . . .1
     Section 2.     Registered Office  . . . . . . . . . . . . . . . . . .1

ARTICLE II.  SHAREHOLDERS  . . . . . . . . . . . . . . . . . . . . . . . .1

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

ARTICLE III.  BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . .4

     Section 1.     General Powers . . . . . . . . . . . . . . . . . . . .4
     Section 2.     Qualifications . . . . . . . . . . . . . . . . . . . .4
     Section 3.     Regular Meetings . . . . . . . . . . . . . . . . . . .4
     Section 4.     Special Meetings . . . . . . . . . . . . . . . . . . .5
     Section 5.     Notice . . . . . . . . . . . . . . . . . . . . . . . .5
     Section 6.     Quorum . . . . . . . . . . . . . . . . . . . . . . . .5
     Section 7.     Manner of Acting . . . . . . . . . . . . . . . . . . .5
     Section 8.     Vacancies  . . . . . . . . . . . . . . . . . . . . . .6
     Section 9.     Compensation . . . . . . . . . . . . . . . . . . . . .6
     Section 10.    Informal Action by Directors . . . . . . . . . . . . .6
     Section 11.    Removal  . . . . . . . . . . . . . . . . . . . . . . .6
     Section 12.    Committees . . . . . . . . . . . . . . . . . . . . . .6
     Section 13.    Age Limitation . . . . . . . . . . . . . . . . . . . .7
     Section 14.    Director Emeritus  . . . . . . . . . . . . . . . . . .7



ARTICLE IV.  OFFICERS  . . . . . . . . . . . . . . . . . . . . . . . . . .7

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

ARTICLE V.  CONTRACTS. LOANS. CHECKS AND DEPOSITS  . . . . . . . . . . . .9

     Section 1.     Contracts  . . . . . . . . . . . . . . . . . . . . . .9
     Section 2.     Loans  . . . . . . . . . . . . . . . . . . . . . . . .9
     Section 3.     Checks, Drafts, etc  . . . . . . . . . . . . . . . . .9
     Section 4.     Deposits . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE VI.  CERTIFICATES OF STOCK OWNERSHIP . . . . . . . . . . . . . . 10

     Section 1.     Certificates for Shares  . . . . . . . . . . . . . . 10
     Section 2.     Acquisition of Shares  . . . . . . . . . . . . . . . 10

ARTICLE VII.  FISCAL YEAR  . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE VIII.  AMENDMENTS  . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE IX.  LOST CERTIFICATES . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE X.  STOCK LIMITATION . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE XI.  INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . 11
     
     Section 1.     Indemnification for Successful Defense . . . . . .   11
     Section 2.     Other Indemnification  . . . . . . . . . . . . . . . 11
     Section 3.     Written Request  . . . . . . . . . . . . . . . . . . 12
     Section 4.     Nonduplication . . . . . . . . . . . . . . . . . . . 12
     Section 5.     Determination of Right to Indemnification  . . . . . 12
     Section 6.     Advance Payment of Expenses as Incurred  . . . . . . 12
     Section 7.     Nonexclusivity . . . . . . . . . . . . . . . . . . . 13
     Section 8.     Liberal Construction . . . . . . . . . . . . . . . . 13

ARTICLE XII.  DISTRIBUTIONS  . . . . . . . . . . . . . . . . . . . . . . 14
     
ARTICLE XIII. CORPORATE SEAL . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE XIV.  EMERGENCY BYLAWS . . . . . . . . . . . . . . . . . . . . . 14
<PAGE>
                              RESTATED BYLAWS
                                    OF
                               MID-PLAINS, INC.


     The following Restated Bylaws (hereafter the "Bylaws") have been duly
adopted by the Board of Directors of Mid-Plains, Inc. (hereafter the
"corporation") under the authority given to it by the shareholders of the
corporation.


                            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 other 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 not transacted, or 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, the Secretary, or the Board of Directors, and
shall be called by the President 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 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 or on behalf of the existing management
of the corporation, shall be made in writing and delivered or mailed to the
principal executive offices of the corporation not earlier than the January
1 and not later than the February 28 immediately preceding the
corporation's Annual Meeting of Shareholders at which such nomination is to
be acted upon.  Notice of the appropriate time within which to make a
nomination shall be given to all shareholders in the proxy statement for
the year preceding the election.  Any nominations for the Board of
Directors made by the shareholders shall contain the name, address and date
of birth of each proposed nominee, the principal occupation of each 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 nominating shareholder.

     SECTION 4.  Shareholder Proposals.  The proposal of other business
(other than the election of directors) 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 timely notice in writing to the Secretary of the corporation. 
To be timely, a Shareholder's Notice shall be delivered to or mailed and
received at the principal executive offices of the corporation by December
15 prior to the meeting in order to have such proposal considered for
inclusion in the proxy statement.  Such Shareholder's Notice to the
Secretary shall set forth (a) as to the shareholder giving notice and the
beneficial owner, if any, on whose behalf the proposal is made, (i) their
name and record address, and (ii) the number of shares of capital stock of
the corporation which are beneficially owned by each of them, 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, 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, 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.

     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.

                     ARTICLE III.  BOARD OF DIRECTORS

     SECTION 1.  General Powers. The affairs of the corporation shall be
managed by its Board of Directors.

     SECTION 2.  Qualifications.    Directors shall be residents of the
State of Wisconsin and shareholders of the corporation.

     SECTION 3.  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 4.  Special Meetings.  Special meetings of the Board of
Directors may be called by or at the request of the President, 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 5.  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 6.  Quorum.  A majority of the number of directors fixed by
the Board of Directors pursuant to Article IV of the Restated Articles of
Incorporation 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.

     SECTION 7.  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 By-laws 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 8.  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 9.  Compensation.  The Board of Directors shall receive such
compensation as the Board of Directors shall from time to time determine. 

     SECTION 10.  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 11.  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 or Secretary of the corporation.  A
resignation is effective when the notice is delivered unless the notice
specifies a later effective date.  

     SECTION 12.  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.

     (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 13.  Age Limitation.  Effective June 1, 1997, the age limit
for directors of the corporation shall be seventy (70) years of age. 
Directors shall resign from the Board of Directors coincident with their
attainment of age seventy (70).
   
     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, 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 and Vice-President, and
President and Secretary.  Officers of the corporation, other than the
President, 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, shall be
filled by the Board of Directors for the unexpired portion of the term.

     SECTION 5.  President.  The President shall be the principal 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 and such other duties as may be
prescribed by the Board of Directors from time to time.
 
     SECTION 6.  The Vice-Presidents.  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 or the Board of Directors.  In
the absence of the President 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 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, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President.  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 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, 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 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 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 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 or the Board of Directors.

     SECTION 10.  Salaries.  The salary of the President 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, 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.

     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.  Certificates for Shares.  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 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 certificates thereby are
issued, and date of issue, shall be entered on the books of the
corporation.  All certificates surrendered to the corporation for transfer
shall be cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in 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.

                       ARTICLE X.  STOCK LIMITATION

     No one shareholder shall be entitled to hold more than five percent
(5%) of the authorized and issued capital stock of the corporation
provided, however, this limitation shall automatically terminate without
any further action of the Board of Directors only upon the effective date
of a Plan of Merger or share exchange approved by the requisite number of
shareholders which in effect causes the issued capital stock of the
corporation to be exchanged for the capital stock of a holding/parent
company of the corporation.

                       ARTICLE XI.  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 "director or officer" in this Article XI
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.

     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.

     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.  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 XII.  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 XIII.  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 XIV.  EMERGENCY BYLAWS.

     The following provisions of this Article XIV, "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,
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.