AMENDED BY-LAWS


                           NATIONAL ENTERPRISES. INC.

                            Adopted February 11, 1972
                          As Amended to March 15, 1993


                                    ARTICLE I

                                  Shareholders

                    Section  1.01.  Annual  Meeting.  The annual  meeting of the
Amended:       shareholders of the Corporation will be held on the last Thursday
12/08/74       of May of each  year at a time to be  designated  by the Board of
10/29/76       Directors.  If that day is a legal holiday,  the meeting shall be
01/29/81       held  on  the  next  succeeding  day  not a  legal  holiday.  The
03/21/85       bus(pound)ness  to be  transacted  at such  meeting  shall be the
02/26/86       election  of  directors  and  such  other  business  as  shall be
05/30/86       properly brought before the meeting. If the election of directors
               shall  not be  held  on the day  hereinabove  designated  for any
               annual meeting, or at any adjournment of such meeting,  the Board
               of Directors shall call a special meeting of the  shareholders as
               soon as  conveniently  possible  thereafter  At such  meeting the
               election of directors shall take place, and such election and any
               other business  transacted  thereat shall have the same force and
               effect as at an annual meeting duly called and held.

Amended:            Section  l.02.   Special   Meeting.   Special   meetings  of
01/19/73       shareholders  may be  called  by the  President,  by the Board of
05/30/86       Directors,  by  shareholders  holding  at least  25% of the votes
               entitled  to be  cast  on  any  issue  proposed,  provided  these
               shareholders  have  signed  one  (1)  or  more  written  consents
               demanding  the  meeting and  declaring  its purpose or by persons
               authorized  to  do  so  by  these  By-Laws  or  the  Articles  of
               Incorporation.

                    Section l.03. Place of Meeting. All meetings of shareholders
               shall be held  within the State of Indiana  and at the  principal
               office of the  Corporation,  unless  otherwise  specified  by the
               person  or  persons  calling  the  meeting  and set  forth in the
               respective notices or waivers of notice of the meeting.

Amended:            Section  1.04.  Notice of Meeting.  Notice of any meeting of
05/30/86       shareholders  shall be  deemed  to have  been  given  whenever  a
               written or printed notice, stating the place, day and hour of the
               meeting, and in the case of a special meeting or when required by
               the  Indiana  business  Corporation  Law  or by the  Articles  of
               Incorporation  or by the  By-laws,  the purpose or  purposes  for
               which  the  meeting  is  called,  is  delivered  or mailed by the
               secretary or by the officers or persons  calling the meeting,  to
               each   shareholder   of  record   entitled  by  the  Articles  of
               Incorporation and by the Indiana Business Corporation Law to vote
               at such  meeting at such address as appears on the records of the
               Corporation, no fewer than ten (10) days nor more than sixty (60)
               days before the date of the meeting.  Notice of any shareholders'
               meeting  'nay be waived by any  shareholder  if the  waiver is in
               writing and  delivered to the  Corporation  for  inclusion in the
               minutes. Attendance at any meeting. in person, shall constitute a
               waiver of lack of notice or  defective  notice of such meeting if

                                     - 1 -
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          the  shareholder  does not voice  objection  at the  beginning  of the
          meeting  and does not  object  to the  consideration  of a  particular
          matter  when the matter is  presented.  No notice need be given of any
          adjourned meeting of, the shareholders if the new time, date and place
          is announced at the meeting prior to adjournment.

Amended:       Section 1.05.  Voting at Meetings.  Every holder of the shares of
05/30/86  the  corporation  shall have one vote for each share  standing  in his
          name on the books of the Corporation.

               Section  1.06.  Voting  by  Consent  without  Meeting. Any action
          required or permitted to be taken at a meeting of the shareholders may
          be taken  without a meeting  if,  prior to such  action,  a consent in
          writing,  setting forth the action so taken, shall be signed by all of
          the  shareholders  entitled to vote with respect to the subject matter
          thereof,  and such  written  consent is filed with the  minutes of the
          proceedings of the shareholders.

               Section 1.07.  Proxies A shareholder may vote either in person or
          by proxy  executed in writing by the  shareholder  or a Amended:  duly
Amended:  authorized attorney-in-fact.  No appointment of a proxy shall be valid
05/30/86  unless received by the Secretary or another  corporate  officer or the
          tabulatory  agent  designated  by the  Corporation.  No proxy shall be
          valid  after  eleven  months from the date of its  execution  unless a
          longer time is expressly provided therein.

Amended:       Section 1.08.  Quorum.  At any meeting of the shareholders  fifty
04/26/79  percent (50%) of the  outstanding  shares  entitled by the Articles of
01/31/80  Incorporation  to vote at such  meeting,  represented  in person or by
05/30/86  proxy, shall constitute a quorum.  Except as otherwise provided by The
          Indiana Business  Corporation Law. a majority of the quorum may decide
          any question which may properly come before the meeting.

Amended:       Section  1.09 Record  Date.  (a) For the  purpose of  determining
05/30/86  shareholders entitled to vote at any meeting of shareholders or at any
          adjournment  thereof, the Board of Directors may fix in advance a date
          as the record date for any such  determination of  shareholders,  such
          date in any case to be not more than seventy days prior to the date of
          such meeting.  In the absence of such a determination  by the Board of
          Directors,  such  date  shall  be ten  days  prior to the date of such
          meeting.  Any person who  acquired  title to a share  after the record
          date shall,  upon written  request to the  shareholder  of record,  be
          entitled to receive  from the  shareholder  of record,  a proxy,  with
          power of  substitution  to vote that share.  When a  determination  of
          stockholders entitled to vote at any meeting has been made as provided
          in this section,  such determination shall apply to any adjournment of
          such meeting.

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<PAGE>

Amended:       (b) For the  purpose  of  determining  shareholders  entitled  to
05/30/86  receive  payment of any dividend.  or in order to make a determination
          of  shareholders  for any other  proper  purpose,  except as otherwise
          provided.  in Subsection (a) above,  the Board of Directors may fix in
          advance a record date for such purpose. If no record date is fixed for
          the  determination  of  shareholders  entitled to receive payment of a
          dividend,  the end of the day on which the  resolution of the Board of
          Directors  declaring such dividend is adopted shall be the record date
          for such determination.

Amended:       Section 1.10. Presiding officers; Order of Business.  Meetings of
04/24/78  the stockholders  shall" be presided over by the Chairman of the Board
04/24/80  of Directors, or if he is not present, by the President, or if neither
05/30/86  is. present,  by a chairman to be chosen by the  stockholders  who are
          entitled  to vote and who are  present  in  person  or by  proxy.  The
          Secretary  of  the  corporation,  or  in  his  absence,  an  Assistant
          Secretary, shall act as secretary of meetings of the stockholders, but
          if neither the  Secretary nor an Assistant  Secretary is present,  any
          person  chosen by a majority of the  stockholders  entitled to vote at
          the  meeting  who are  present  in person or by proxy  shall  serve as
          secretary of the meeting. The order of business shall be as follows:

            1. call of Meeting to Order.
            2. Proof of Notice of Meeting.
            3. Reading of Minutes of Last Previous Meeting.
            4. Reports of officers.
            5. Reports of Committees.
            6. Election of Directors.
            7. Miscellaneous Business.

Amended:                           ARTICLE II
01/19/73
02/23/73                       Board of Directors
03/01/74
07/26/74       Section  2.01.  Number and  Qualification.  The  business  of the
02/27/76  Corporation  shall be managed by a Board of  Directors  consisting  of
02/24/77  from  one to five  persons.  Directors  need  not be  shareholders  or
03/16/78  citizens of the United States.
01/31/80
02/25/82 
03/21/85 
05/30/85 
07/11/89 
02/01/90 
12/08/90         
03/15/93       Section 2.02.  Election.  Tenure and Removal. The directors shall
          be  elected  by  the   shareholders  at  the  annual  meeting  of  the
Amended:  shareholders  and  shall  serve  until  the  next  annual  meeting  of
05/30/86  shareholders  and until their successors be duly elected and qualified
          unless sooner removed. The shareholders. may remove any director, with
          or without  cause,  in the manner  provided  in The  Indiana  Business
          Corporation Law.

                                      - 3 -

<PAGE>


               Section 2.03. Meetings. Meetings of the Board of Directors may be
          held either within or without the State of Indiana.  An annual meeting
          of the  Board  of  Directors  shall be held  immediately  prior to the
Amended:  annual meeting of the shareholders or as soon thereafter as convenient
01/19/73  Regular  meetings of the Board of Directors  may be held at such times
05/30/86  and places and on such notice as the Board of Directors  may from time
          to time designate Other meetings of the Board of Directors way be held
          upon the call of the Chairman of the Board,  the President,  or two or
          more  members of the Board of  Directors,  *at any place  upon  notice
          specifying  the time and place of the meeting.  If the notice is given
          personally or by telegram (or cablegram or similar means), it shall be
          given at least  twenty-four  (24) hours in advance of the meeting.  If
          the  notice  is given  by  ordinary  mail,  it shall be given at least
          seventy-two (72) hours in advance of the meeting. Notice given by mail
          shall be deemed  given at the time of  mailing,  and  notice  given by
          telegram or similar means shall be deemed given at the time of sending
          or the  telegram.  No notice need be given of  adjourned  meetings.  A
          director's  attendance  at or  participation  in a meeting  waives any
          required  notice to the director of the meeting unless the director at
          the beginning or the meeting (or promptly upon his arrival) objects to
          holding  the meeting or  transacting  business at the meeting and does
          not thereafter vote for or consent to action taken at the meeting.  In
          lieu of notice of a meeting,  a director may sign a written  waiver of
          notice,  either  before the meeting,  at the time of the  meeting,  or
          after the time of the meeting and such notice  shall be filed with the
          minutes  or  corporate  records  Notice of a  meeting  of the Board of
          Directors  need not state  the  purpose  of,  nor the  business  to be
          transacted at, such meeting.

               Section 2.04. Quorum. At any meeting of the Board of Directors, a
          majority  of  the  directors   shall   constitute  a  quorum  for  the
Amended:  transaction  of any  business,  except that for the purpose of filling
05/30/86  vacancies  on the Board of  Directors,  a  majority  of the  remaining
          directors  shall  constitute  a quorum.  The act of a majority  of the
          directors  present at a meeting at which a quorum is present  shall be
          the act or the Board of Directors,  unless the act of a greater number
          is required by The Indiana  Business  Corporation Law, by the Articles
          of Incorporation, or by these By-Laws.

               Section  2.05.  Compensation.   Directors,  and  members  of  any
          committee  of the  Board  of  Directors,  shall  be  entitled  to such
          reasonable compensation for their services as directors and members of
          any such committee as shall be fixed from time to time by the Board or
          Directors,  and  shall  also  be  entitled  to  reimbursement  for any
          reasonable expenses incurred in attending such meetings.  Any director
          receiving compensation under these provisions shall not be barred from
          serving the Corporation in any other capacity and receiving reasonable
          compensation (pound)or such other services.

                                     - 4 -
<PAGE>

               Section  2.06.  Committees.  (a) The Board of  Directors  may, by
          resolution  adopted by a majority  of the actual  number of  directors
Amended:  elected and  qualified,  from time to time,  designate  from among its
05/30/86  members one or more committees,  each of which, to the extent provided
          in such resolution or in these By-Laws, shall have and exercise all of
          the authority of the. Board of Directors,  but no such committee shall
          have the  authority  of the Board of  Directors  in reference to those
          matters   specified   by  the   Indiana   Business   Corporation   Law
          IC23-l-34-6(e).   The  designation  of  any  such  committee  and  the
          delegation thereto of authority shall not operate to relieve the Board
          of Directors,  or any member thereof, of any responsibility imposed by
          law.  No member of any such  committee  shall  continue to be a member
          thereof after he ceases to be a director of the Corporation. The Board
          of Directors  shall have the power at any time to fill  vacancies,  to
          change the size or membership  of, to change the powers and duties of,
          and to discharge any such committee.

               (b) A majority of any such committee may determine its action and
          may fix the time and place of its meetings.  Each such committee shall
          keep a written  record of its acts and  proceedings  and shall  submit
          such record to the board of Directors at each regular  meeting thereof
          and at such  other  times as  requested  by the  Board  of  Directors.
          Failure to submit such record,  or failure of the Board to approve any
          action indicated therein will not, however,  invalidate such action to
          the extent it has been  carried  out by the  Corporation  prior to the
          time the record of such action was, or should have been,  submitted to
          the Board of Directors as herein provided.

               Section  2.07.  Action by Consent  Without a Meeting.  Any action
          required  or  permitted  to be taken at any  meeting  of the  Board of
          Directors or any committee thereof may be taken without a meeting,  if
          prior to such action a written  consent to such  action  approximately
          describing  the  action to be taken is signed  by all  members  of the
          Board  or of such  committee,  as the case  may be,  and such  written
          consent  is tiled  with the  minutes  of  proceedings  of the Board or
          committee.


                                   ARTICLE III

                                    Officers

               Section 3.01 Number.  The principal  officers of the  Corporation
Amended:  shall be a President,  an Executive Vice  President,  one or more Vice
04/27/78  Presidents,  a Treasurer  and a Secretary.  In addition,  there may be
05/30/86  such  subordinate   officers  as  the  Board  of  Directors  may  deem
12/10/90  necessary.  Any person may hold two or more  offices,  except that the
04/29/92  duties of the President  and  Secretary  shall not be performed by the
          same person.

Amended:       Section 3.02.  Term of Office.  The principal  officers  shall be
02/26/86  chosen  annually by the Board of Directors on or about the date of the
          annual meeting of  shareholders,  Subordinate  officers may be elected
          from  time to time  by the  Board  of  Directors  or by the  Executive
          Committee.  Each officer  shall serve until his  successor  shall have
          been chosen and qualified, or until his death, resignation or removal.

               Section 3.03.  Removal.  Any principal  officer may be removed by
          the Board of Directors whenever in its judgment, the best interests of
          the Corporation will be served thereby. Any subordinate officer may be
          removed by the Board of Directors whenever in its respective judgment,
          the best  interests of the  Corporation  will be served  thereby.  The
          removal  of an  officer  shall be without  prejudice  to the  contract
          rights,  if any, of the person so removed.  Election or appointment of
          an officer or agent. shall not of itself create contract rights.


                                     - 5 -
<PAGE>

Amended:       Section 3,04. vacancies.  Any vacancy in an office from any cause
05/30/86  may be filled  for the  unexpired  portion of the term by the Board of
          Directors.

Amended:       Section  3.05.  Duties.  (a) The Chairman of the Board shall have
04/27/78  the authority and perform the duties which are incident to that office
          or which are properly  required of him by the Board of  Directors.  He
          shall preside at all meetings of the Board of Directors.

Amended:       (b) The  President  shall be the Chief  Executive  Officer of the
04/27/78  Corporation,  and he shall have the  authority  and perform the duties
          which are  incident to that office or which are  properly  required of
          him by the Board of  Directors.  He shall have overall  responsibility
          for and authority over ail  operations  6(pound) the  Corporation.  He
          shall  sign  or  countersign  all  certificates,  contracts  or  other
          instruments  of the  Corporation.  He shall preside at all meetings of
          the shareholders  and, in the absence of the Chairman of the Board, he
          shall preside at all meetings of the Board of Directors.

               (c) The Executive Vice President  shall exercise the functions of
Amended:  the President  during the absence or disability of the President.  The
04/27/78  Executive  Vice  president  shall have the  authority  and perform the
05/30/86  duties which are incident to his office or which are properly required
04/29/92  of him by the Board of Directors.

               (d) The Secretary and the Treasurer  shall perform such duties as
Amended:  are incident to their offices, or are properly required of them by the
05/30/86  Board  of  Directors,  or are  assigned  to  them by the  Articles  of
          Incorporation or these By-Laws. The Secretary shall be responsible for
          preparing minutes of, the  shareholders'  and directors'  meetings and
          for   authenticating   records  of  the  corporation.   The  Assistant
          Secretaries, in the order of their seniority, shall, in the absence of
          the  Secretary,  perform  the  duties and  exercise  the powers of the
          Secretary,  and shall  perform such other duties as may be assigned by
          the Board of Directors.

               (e)  Other  subordinate   officers  appointed  by  the  Board  of
          Directors shall exercise such powers and perform such duties as may be
          delegated to them by the resolutions appointing them, or by subsequent
          resolutions adopted from time to time.



                                     - 6 -
<PAGE>

               (f) In case of the  absence or  disability  of any officer of the
          Corporation  and of any person  hereby  authorized to act in his place
          during such period of absence or  disability,  the Board of  Directors
          may from time to time  delegate  the powers and duties of such officer
          to any other officer, or any director, or any other person whom it may
          select.


                                   ARTICLE IV

                                  Capital Stock

Amended:       Section  4.01.  Consideration  for Issuance of Shares.  Shares of
05/30/86  stock of the Corporation may be issued and sold by the Corporation for
          such  consideration and upon such terms and conditions as the Board of
          Directors shall fix and determine.

               Section 4.02.  Certificates for Shares.  Shares may, but need not
          be, represented by certificates.  Any certificate for shares issued by
          the Corporation  shall be in form consistent with The Indiana Business
          Corporation  Law and the  Articles  of  Incorporation  as the Board of
          Directors may from time to time prescribe.

               Section 4.03. Loss or Destruction. In case of loss or destruction
          of a certificate for shares, another certificate may be issued in lieu
          thereof in such  manner and upon such terms as the Board of  Directors
          shall authorize, either by general resolution or by special resolution
          in each particular case.

               Section 4.04. Holder of Record. The Corporation shall be entitled
          to treat the holder of record of any shares of the  Corporation as the
          holder  in fact  thereof,  and  accordingly,  shall  not be  bound  to
          recognize any equitable or other claim to or interest in such share or
          shares on the part of any other  person,  whether or not it shall have
          express or other notice thereof


                                    ARTICLE V
Amended:           Indemnification of Directors and Officers
11/20/86
                   Section 5.01. As used in this By-Law:

               (1)  Director  means any person  who is or was a director  of the
          Corporation  and any person who, while a director of the  Corporation,
          is or was  serving at the  request of the  Corporation  as a director,
          officer,  partner,  trustee,  employee or agent of another  foreign or
          domestic  corporation,   partnership,   joint  venture,  trust,  other
          enterprise or employee benefit plan, or other enterprise,  whether for
          profit or not.

               (2) Officer means any person who holds or held a principal office
          in the  Corporation  and any  person  who,  while  an  officer  of the
          Corporation,  is or was serving at the request of the Corporation as a
          director,  officer,  partner,  trustee,  employee  or agent of another
          foreign or domestic corporation,  partnership,  joint venture,  trust,
          employee benefit plan, or other enterprise, whether for profit or not.


                                     - 7 -
<PAGE>

               (3) Expenses include attorneys' fees.

               (4) Official capacity means

                    (A)  when used with  respect  to a  director,  the office of
                         director of the Corporation.

                    (B)  when used with  respect to an officer,  the elective or
                         appointive  office  in  the  Corporation  held  by  the
                         officer.

          in either  case does not  include  service  for any other  foreign  or
          domestic  corporation  or  any  partnership,   joint  venture,  trust,
          employee benefit plan, or other enterprise, whether for profit or not.

               (5) Party  means a person  who was,  is, or is  threatened  to be
          made, a defendant or respondent in a proceeding.

               (6) Proceeding means any threatened, pending or completed action,
          suit  or  proceeding,  whether  civil,  criminal,   administrative  or
          investigative, and whether formal or informal.

               (7) Liability means the obligation to pay a judgment, settlement,
          penalty,  fine  (including  an excise tax assessed  with respect to an
          employee benefit plan) and reasonable  expenses  incurred with respect
          to a proceeding.

               Section 5.02. The  Corporation  shall indemnify any person made a
          party to any  proceeding  by  reason  of the fact  that he is or was a
          director or officer against  liability  incurred in the proceeding if.

               (l)  He conducted himself in good faith; and

               (2)  He reasonably believed

                    (A)  in the case of conduct in his  official  capacity  with
                         the  Corporation,  that  his  conduct  was in its  best
                         interests, and

                    (B)  in all other  cases,  that his conduct was at least not
                         opposed to its best interests; and

               (3)  in the case of any criminal proceeding he

                    (A)  had reasonable cause to believe his conduct was lawful;
                         or

                    (B)  had no  reasonable  cause to  believe.  his conduct was
                         unlawful.

               The termination of any proceeding by judgment, order, settlement,
               conviction,  or upon a plea bf nolo contendere or its equivalent,
               shall not, of itself,  be  determinative  that the person did not
               meet the  requisite  standard of conduct set out in this  Section
               5.02.

               Section   5.03.  A  director  or  officer  who  has  been  wholly
          successful,  on  the  merits  or  otherwise,  in  the  defense  of any
          proceeding  referred to in Section  5.02 shall be  indemnified  by the
          Corporation  against reasonable expenses incurred by him in connection
          with the proceeding, without inquiry. into whether he met the standard
          of conduct set out in Section 5.02.

                                    -8-

<PAGE>

Amended:       Section  5.04.  The  determination  that a person is  entitled to
02/10/90  indemnification under Section 5.02 shall be made by any one or more of
          the following procedures:

               (1) by the  Board  of  Directors,  by  majority  vote of a quorum
          consisting of directors not at the time parties to the proceeding;

               (2) if a quorum  cannot be  obtained  under  Subsection  (1),  by
          majority vote of a committee duly designated by the Board of Directors
          (in which  designation  directors  who are parties  may  participate),
          consisting  solely of two or more directors not at the time parties to
          the proceeding;

               (3) by special legal counsel

                    (A)  selected by the Board of Directors or its  committee in
                         the manner prescribed in Subsection (1) or (2), or

                    (B)  if a  quorum  of  the  Board  of  Directors  cannot  be
                         obtained under Subsection (1) and a committee cannot be
                         designated under subsection (2), selected by a majority
                         vote Of the full Board of Directors (in which selection
                         directors who are parties may participate); or

               (4) by the  shareholders,  but shares owned by or voted under the
          control of directors who are at the time parties to the proceeding may
          not be voted on the determination.

               Section  5.05  Reasonable  expenses  incurred  by a  director  or
          officer who is a party to a proceeding  shall be paid or reimbursed by
          the Corporation in advance of the final disposition of such proceeding
          upon receipt by the Corporation of

               (1) a written  affirmation  by the  director  or  officer  of his
          good-faith  belief that he baa met the  standard of conduct  necessary
          for indemnification by the Corporation as set forth in this Bylaw, and

               (2) a written  undertaking  by or on behalf  of the  director  or
          officer to repay such  amount if it should  ultimately  be  determined
          that he has not met  such  standard  of  conduct  (unless  he has been
          wholly successful,  on the merits or otherwise, in the defense of such
          proceeding).

          The  undertaking  required  by  Subsection  (2) shall be an  unlimited
          general obligation of the director or officer but need not be secured,
          and it shall be accepted  without  reference to  financial  ability to
          make repayment.

               Section 5.06. The  Corporation may enter into a contract with any
          person who serves or  continues  to serve as a director  or officer of
          the  Corporation,  under the terms of which the  Corporation  shall be
          obligated to indemnify  such person,  to the full extent  permitted by
          law, against liability incurred in any proceeding to which such person
          is made a party by reason of the fact that he is or was a director  of
          the Corporation.

               Section 5.07. The Corporation may purchase and maintain insurance
          on behalf of any  person  who is or was a  director  or officer of the
          Corporation,  insuring against any liability arising out of his status
          as a director or officer,  whether or not the  Corporation  would have
          the power to indemnify him against such liability under the provisions
          of this By-law or otherwise.

                                     - 9 -
<PAGE>


               Section  5.08.  In lieu of, or in  addition  to,  insurance,  the
          Corporation  may  establish  one or more  irrevocable  trusts or other
          segregated  funds for the  benefit of its  directors  and  officers to
          cover  the  obligations  which it may incur to them  pursuant  to this
          Bylaw or any contract made pursuant to Section 5.07,  *upon such terms
          and  subject  to  such  conditions  as  the  Board  of  Directors  may
          determine,  and may deposit  therein from time to time such amounts as
          the Board 0(pound) Directors shall direct.

               Section 5.09. The  indemnification  provided for in this Bylaw or
          in any  contract  made  pursuant to Section 5.07 shall not exclude any
          other  rights to  indemnification  to which any person may be entitled
          under IC 23-l-37-11 or any other applicable law.

               Section  5.10.  The repeal or  amendment  of this Bylaw shall not
          effect the right of any  director  or officer  (or former  director or
          officer) to  indemnification to the full extent provided in this Bylaw
          in  respect  of any  proceeding  which  arose (or is  alleged  to have
          arisen) oat of his conduct as director or officer prior to such appeal
          or amendment.


                                   ARTICLE VI

                                   Amendments

               Section 6.01.  These By-Laws may be altered,  amended or repealed
          at any annual, regular or special meeting of the Board of Directors by
          the affirmative vote of a majority of the Board of Directors.


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