EXHIBIT 3.1


                                    BY - LAWS

                                       OF

                              BANDAG, INCORPORATED

                           As Amended February 5, 1997


                                   ARTICLE  I
                                     OFFICES

        The principal office of the Corporation in the State of Iowa shall be
   located in the City of Muscatine, County of Muscatine. The Corporation may
   have such other offices, either within or without the State of Iowa, as
   the Board of Directors may designate or as the business of the Corporation
   may require from time to time.

        The registered office of the Corporation required by the Iowa
   Business Corporation Act to be maintained in the State of Iowa may be, but
   need not be, identical with the principal office in the State of Iowa, 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.  An annual meeting of the shareholders
   shall be held at such time during the month of May in each year as shall
   be designated by the Board of Directors at least sixty (60) days prior to
   the date of the meeting, or if no such date is designated by the Board of
   Directors then at 10 o'clock in the forenoon on the third Wednesday in
   May, for the purpose of electing directors and for the transaction of such
   other business as may come before the meeting. If the election of
   directors shall not be held on the day designated as herein provided for
   any annual meeting of the shareholders, or at any adjournment thereof, the
   Board of Directors shall cause the election to be held at a special
   meeting of the shareholders as soon thereafter as conveniently may be.

        Section 2.     Special Meetings.  Special meetings of the
   shareholders, for any purpose or purposes, unless otherwise prescribed by
   statute, may be called by the Chairman of the Board, the Board of
   Directors or the holders of not less than one-tenth of all the outstanding
   shares of the Corporation entitled to vote at the meeting.

        Section 3.     Place of Meeting.  The Board of Directors may
   designate any place, either within or without the State of Iowa, as the
   place of meeting for any annual meeting or for any special meeting called
   by the Board of Directors. A waiver of notice signed by all shareholders
   entitled to vote at a meeting may designate any place, either within or
   without the State of Iowa, as the place for the holding of such meeting.
   If no designation is made, or if a special meeting be otherwise called,
   the place of meeting shall be the registered office of the Corporation in
   the State of Iowa.

        Section 4.     Notice of Meeting.  Written or printed 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 nor more than sixty days before the date of
   the meeting, either personally or by mail, by or at the direction of the
   President, or the Secretary, or the officer or persons calling the
   meeting, to each shareholder of record 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 his address as it
   appears on the stock transfer books of the Corporation, with postage
   thereon prepaid.

        Section 5.     Voting Lists.  The officer or agent having charge of
   the stock transfer books for shares of the Corporation shall make, at
   least ten days before each meeting of shareholders, a complete list of the
   shareholders entitled to vote at such meeting, or any adjournment thereof,
   arranged in alphabetical order, with the address of and the number of
   shares held by each, which list, for a period of ten days prior to such
   meeting, shall be kept on file at the registered office of the Corporation
   and shall be subject to inspection of any shareholder during the whole
   time of the meeting. The original stock transfer book shall be prima facie
   evidence as to who are the shareholders entitled to examine such lists or
   transfer books or to vote at any meeting of shareholders.

        Section 6.     Quorum.  A majority of the votes entitled to be cast,
   represented in person or by proxy, shall constitute a quorum at a meeting
   of shareholders. If less than a majority of the votes entitled to be cast
   are represented at a meeting, a majority of the votes 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 represented, any
   business may be transacted which might have been transacted at the meeting
   as originally notified. The shareholders present at a duly organized
   meeting may continue to transact business until adjournment,
   notwithstanding the withdrawal of sufficient votes to leave less than a
   quorum.

        Section 7.     Proxies.  At all meetings of shareholders, a
   shareholder may vote by proxy executed in writing by the shareholder or by
   his duly authorized attorney in fact. Such proxy shall be filed with the
   Secretary of the Corporation before or at the time of the meeting. Proxies
   shall apply only to the meeting for which they are solicited.

        Section 8.     Voting of Shares.  Each outstanding share of Common
   Stock shall be entitled to one (1) vote per share, and each outstanding
   share of Class B Common Stock shall be entitled to ten (10) votes per
   share, upon each matter submitted to a vote at a meeting of shareholders.

        Section 9.     Closing of Transfer Books or Fixing of Record Date. 
   For the purpose of determining shareholders entitled to notice of or to
   vote at any meeting of shareholders or any adjournment thereof, or
   shareholders entitled to receive payment of any dividend, or in order to
   make a determination of shareholders for any other proper purpose, the
   Board of Directors shall 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 sixty days and, in case of a meeting of shareholders, not less than
   ten days prior to the date of which the particular action, requiring such
   determination of shareholders, is to be taken. 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.


                                  ARTICLE  III
                               BOARD OF DIRECTORS

        Section 1.     General Powers.  The business and affairs of the
   Corporation shall be managed by its Board of Directors.

        Section 2.     Number, Tenure and Qualifications.  The number of
   directors of the Corporation shall be nine (9). Each director shall serve
   for the term for which elected and until a successor shall have been
   elected and qualified, except in the event of resignation, removal, death
   or other incapacity. Directors need not be residents of the State of Iowa
   or shareholders of the Corporation.

        Section 3.     Regular Meetings.  A regular meeting of the Board of
   Directors shall be held without other notice than this By-Law immediately
   after, and at the same place as, the annual meeting of shareholders. The
   Board of Directors may provide, by resolution, the time and place, either
   within or without the State of Iowa, for the holding of additional regular
   meetings 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 Chairman of the Board
   or any two directors. The person or persons authorized to call special
   meetings of the Board of Directors may fix any place, either within or
   without the State of Iowa, as the place for holding any special meeting of
   the Board of Directors called by them.

        Section 5.     Notice.  Notice of any special meeting shall be given
   at least two days previously thereto by written notice delivered
   personally or mailed to each director at his business address, or by
   telegram. 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, such notice shall be deemed to be
   delivered when the telegram is delivered to the telegraph company. Any
   director may waive notice of any meeting. 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 because the meeting is not lawfully called
   or convened. 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 Section 2 of this Article III shall constitute a quorum for the
   transaction of business at any meeting of the Board of Directors, but if
   less than such majority 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.

        Section 8.     Vacancies.  During the intervals between annual
   meetings of shareholders, any vacancy occurring in the Board of Directors
   caused by resignation, removal, death or incapacity, and any newly created
   directorships resulting from an increase in the number of directors, shall
   be filled by a majority vote of the directors then in office, whether or
   not a quorum. Each director chosen to fill a newly created directorship or
   to fill a vacancy shall hold office until the next annual meeting of the
   shareholders.

        Section 9.     Compensation.  By resolution of the Board of
   Directors, the directors may be paid their expenses, if any, of attendance
   at each meeting of the Board of Directors, and may be paid a fixed sum for
   attendance at each meeting of the Board of Directors or a stated salary as
   director. No such payment shall preclude any director from serving the
   Corporation in any other capacity and receiving compensation therefor.

        Section 10.    Presumption of Assent.  A director of the Corporation
   who is present at a meeting of the Board of Directors at which action on
   any corporate matter is taken shall be presumed to have assented to the
   action taken unless his dissent shall be entered in the minutes of the
   meeting or unless he shall file his written dissent to such action with
   the person acting as the Secretary of the meeting before the adjournment
   thereof or shall forward such dissent by registered mail to the Secretary
   of the Corporation immediately after the adjournment of the meeting. Such
   right to dissent shall not apply to a director who voted in favor of such
   action.

        Section 11.    Informal Action by Directors.  Any action required to
   be taken at a meeting of the directors, or any other action which may be
   taken at a meeting of the 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.    Indemnification of Directors and Officers.  

        (1)  The Corporation may by resolution indemnify any person pursuant
   to Section 490.851 of the Iowa Business Corporation Act, provided such
   indemnification is made by majority vote of a quorum consisting of
   directors not at the time parties to the proceeding to which the person
   seeking indemnification is a party.

        (2)  a)   The Corporation shall indemnify every person, his heirs,
   executors and administrators against any and all judgments, fines, amounts
   paid in settlement and reasonable expenses, including attorneys' fees,
   incurred by him in connection with any claim, action, suit or proceeding
   (whether actual or threatened, brought by or in the right of the
   Corporation or otherwise, civil, criminal, administrative or
   investigative, including appeals), to which he may be or is made a party
   by reason of his being or having been a director or officer of the
   Corporation, or at its request of any other corporation.

             b)   There shall be no indemnification (i) as to amounts paid in
   settlement or other disposition of any threatened or pending action by or
   in the right of the Corporation or such other corporation unless such
   amounts are found reasonable by a quorum of disinterested directors and
   the indemnification is supported by the written recommendation of
   independent legal counsel or the court having jurisdiction of the action
   shall approve the settlement or (ii) as to matters in respect of which it
   shall be determined by judgment or otherwise that such director or officer
   was negligent in the performance of his duties to the Corporation or such
   other corporation, and, in the case of any criminal action or proceeding,
   that he had reasonable cause to believe that his conduct was unlawful.

             c)   Any such person shall be entitled to indemnification as of
   right (i) if he has been wholly successful, on the merits or otherwise,
   with respect to any claim, action, suit or proceeding or (ii) except as
   hereinabove provided, in respect of matters as to which a court or
   independent legal counsel shall have determined that he acted in good
   faith for a purpose which he reasonably believed to be in the best
   interests of the Corporation, and, in addition, in any case of any
   criminal action or proceeding, had no reasonable cause to believe that his
   conduct was unlawful.

             d)   The rights of indemnification provided in this By-Law shall
   not be exclusive of any rights to which any such director or officer may
   otherwise be entitled by contract or as a matter of law.

        (3)  The Corporation may by resolution purchase and maintain
   insurance for itself and on behalf of any person who is or was a director,
   officer, employee, or agent of the Corporation, or is or was serving at
   the request of the Corporation as a director, officer, employee, or agent
   of another corporation, partnership, joint venture, trust, or other
   enterprise against any liability asserted against him and incurred by him
   in any such capacity or arising out of his status as such, provided such
   insurance is authorized by majority vote of a quorum of directors.  

        Section 13.    Committees.  The Board of Directors, by resolution
   adopted by a majority of the full Board of Directors, may designate from
   among its members an executive committee and one or more other committees
   each of which, to the extent provided in such resolution or in the
   Articles of Incorporation or the By-laws of the Corporation, shall have
   and may exercise all the authority of the Board of Directors, except that
   no such committee shall have the authority to:

        (1)  Authorize distributions;

        (2)  Approve or propose to shareholders action required by Chapter
   490 of the Iowa Business Corporation Act to be approved by shareholders;

        (3)  Fill vacancies on the Board of Directors or any of its
   committees; 

        (4)  Amend the articles of incorporation of the Corporation;

        (5)  Approve a plan of merger not requiring shareholder approval;

        (6)  Adopt, amend or repeal the By-laws of the Corporation;

        (7)  Authorize or approve the 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.

        Section 14.    Meetings by Conference Telephone.  Members of the
   Board of Directors or any committee designated by the Board of Directors
   may participate in a meeting of the Board of Directors or committee by
   conference telephone or similar communications equipment by means of which
   all persons participating in the meeting can hear each other, and
   participation in a meeting pursuant to this provision shall constitute
   presence in person at such meeting.

        Section 15.    Removal of Directors.  A director may be removed from
   office at any time by the affirmative vote of the holders of a majority of
   the outstanding shares entitled to vote for the election of directors at a
   meeting of the shareholders called for that purpose.

        Section 16.    Composition of the Board of Directors.  So long as any
   shares of Class B Common Stock, $1.00 par value, remain outstanding, the
   Nominating Committee shall not recommend to the Board of Directors any
   individual or individuals for election or appointment to the Board of
   Directors, and the Board of Directors shall not nominate, elect or appoint
   any such individual or individuals if, after such election or appointment,
   a majority of the members of the Board of Directors shall not consist of
   "independent directors" (as defined below).

        For purposes of determining an "independent director" eligible for
   membership on the Board of Directors, an "independent director" is a
   director who, at the time of determination, and at any time within the
   three years preceding such time, was not employed by the Corporation or
   any of its subsidiaries in any capacity and who is not (i) a surviving
   spouse of Roy J. Carver, (ii) a brother or sister of a surviving spouse of
   Roy J. Carver, or a child (including an adopted child) of any such person,
   (iii) a lineal descendant of Roy J. Carver, (iv) a spouse of a lineal
   descendant of Roy J. Carver, (v) a brother-in-law or sister-in-law of a
   lineal descendant of Roy J. Carver, and (vi) a brother or sister of Roy J.
   Carver or a child (including an adopted child) of any such person. For
   purposes of the foregoing definition, the term "lineal descendant"
   includes an adopted child.

        No substantive amendment to this Section 16 may be made except with
   the affirmative vote of the holders of a majority of the then outstanding
   shares of Common Stock and Class B Common Stock, each voting separately as
   a class.


                                   ARTICLE  IV
                                    OFFICERS

        Section 1.     Corporate Officers.  The officers designated as
   Corporate Officers shall be elected by the Board of Directors and shall
   consist of a Chairman of the Board, a President, one or more Senior Vice
   Presidents, one or more Vice Presidents, a Treasurer, a Secretary, one or
   more Assistant Treasurers, and one or more Assistant Secretaries. The
   Board of Directors from time to time also may elect one or more Vice
   Chairmen of the Board and one or more Executive Vice Presidents. Any two
   or more of such offices may be held by the same person. Corporate officers
   shall have the power, authority and duties hereinafter set forth relative
   to their respective offices.

        Section 2.     Appointive Officers.  Upon approval of the Chairman of
   the Board, an appropriate title may be given from time to time to certain
   employees of the Corporation who are managing one or several groups,
   divisions or other operations of the Corporation, provided, however, that
   any employee who has been given a title shall not be deemed to be a
   Corporate Officer of the Corporation for any purpose solely by virtue of
   such title. Each person given any such title shall hold such title at the
   will of the Chairman of the Board and shall cease to use such title when
   directed by the Chairman of the Board. He shall have such powers and
   perform such duties with respect to a group, division or other operation
   of the Corporation as shall be assigned to him by the Chairman of the
   Board. Vacancies in appointive offices may be filled by the Chairman of
   the Board.

        Section 3.     Election and Term of Office.  The Corporate Officers
   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 or as soon thereafter as conveniently may be. Each Corporate
   Officer shall hold office until his successor is elected and shall have
   qualified or until his death or until he shall resign or have been removed
   from office in the manner hereinafter provided. Vacancies may be filled
   and new offices created and filled at any meeting of the Board of
   Directors.

        Section 4.     Removal.  Any Corporate Officer elected by the Board
   of Directors may be removed by the Board of Directors whenever in its
   judgment the best interests of the Corporation would be served thereby,
   but such removal shall be without prejudice to the contract rights, if
   any, of the person so removed.

        Section 5.     Vacancies.  A vacancy in any Corporate Office because
   of death, resignation, removal, disqualification or otherwise, may be
   filled by the Board of Directors for the unexpired portion of the term.

        Section 6.     Chairman of the Board.  The Chairman of the Board
   shall preside at all meetings of the shareholders and directors. He shall
   be the chief executive officer of the Corporation and shall have general
   supervision of the business, affairs and property of the Corporation and
   over its several officers, subject, however, to the control of the Board
   of Directors. He shall be ex officio a member of all standing committees,
   other than the Audit Committee and the Stock Option Committee, and shall
   see that all orders of the Board of Directors and resolutions of the Board
   of Directors are carried into effect. He shall have authority to execute
   bonds, mortgages and other contracts requiring the seal, under the seal of
   the Corporation, except where required and permitted by law to be other-
   wise signed and executed, and except where the signing and execution
   thereof shall be expressly delegated by the Board of Directors to some
   other officer or agent of the Corporation.

        Section 6(a).  Vice Chairman of the Board.  Each Vice Chairman of the
   Board shall perform such duties as may be assigned to him by the Board of
   Directors.

        Section 7.     The President.  The President shall perform such
   duties as may be assigned to him by the Board of Directors. In the absence
   or disability of the Chairman of the Board, the President shall preside at
   meetings of the shareholders and of the Board of Directors. He shall have
   authority to execute bonds, mortgages and other contracts requiring the
   seal, under the seal of the Corporation, except where required and
   permitted by law to be otherwise signed and executed, and except where the
   signing and execution thereof shall be expressly delegated by the Board of
   Directors to some other officer or agent of the Corporation.

        Section 8.     Executive Vice Presidents.  Each Executive Vice
   President shall perform such duties as may be assigned to him by the Board
   of Directors.

        Section 9.     Senior Vice Presidents - Vice Presidents.  Each Senior
   Vice President and each Vice President elected as a Corporate Officer
   shall perform such duties as from time to time may be assigned to him by
   the Chairman of the Board or by the Board of Directors.

        Section 10.    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
   duly given in accordance with the provisions of these By-Laws or as
   required by law; c) be custodian of the corporate records and of the seal
   of the Corporation and see that the seal of the Corporation is affixed to
   all documents the execution of which on behalf of the Corporation under
   its seal is duly authorized; d) keep a register of the post office address
   of each shareholder which shall be furnished to the Secretary by such
   shareholders; e) sign with the Chairman of the Board, or the President, or
   an Executive Vice President, certificates for shares 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 the Secretary and such other duties as from time to time may be
   assigned to him by the Chairman of the Board or by the Board of Directors.

        Section 11.    The Treasurer.  If required by the Board of Directors,
   the Treasurer shall give a bond for the faithful discharge of his duties
   in such sum and with such surety or sureties as the Board of Directors
   shall determine. He 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 by the Chairman of the Board or by the Board of Directors.

        Section 12.    Assistant Secretary.  The Assistant Secretary, when
   authorized by the Board of Directors, may sign with the President or an
   Executive 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 Secretary, in general, shall perform such
   duties as shall be assigned to him by the Chairman of the Board.

        Section 13.    Salaries.  The salaries of the Corporate Officers
   shall be fixed from time to time by the Board of Directors. No officer
   shall be prevented from receiving such salary by reason of the fact that
   he is also a director of the Corporation.


                                   ARTICLE  V
                     CONTRACTS, LOANS, CHECKS AND  DEPOSITS

        Section 1.     Contracts.  The Board of Directors, the President or
   any officer designated by the Chairman of the Board, 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 authority may be general or confined to specific
   instances, subject to such limitations as the Board may prescribe.

        Section 2.     Loans.  No loans shall be contracted on behalf of the
   Corporation and no evidence of indebtedness shall be issued in its name
   unless authorized by a resolution of the Board of Directors, or, subject
   to such limitations as the Board may prescribe, unless authorized in
   writing by the Chairman of the Board or any officer designated by the
   Chairman of the Board. Any such authority may be general or confined to
   specific instances.

        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 resolutions of the Board of Directors.

        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 depositaries as the
   Board of Directors may select or may be selected by officers pursuant to
   authority granted by the Board of Directors.

                                   ARTICLE  VI
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

        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 Chairman
   of the Board, the President or a Senior Vice President and by the
   Secretary or an Assistant Secretary. The signatures of the Chairman of the
   Board, the President or a Senior Vice President and the Secretary or an
   Assistant Secretary upon a certificate may be facsimiles if the
   certificate is countersigned by a transfer agent, or registered by a
   registrar, other than the Corporation itself, or an employee of the
   Corporation. In case any officer who has signed or whose facsimile signa-
   ture has been placed on such certificate for the Corporation shall have
   ceased to be such officer before such certificate is issued, it may be
   issued by the Corporation with the same effect as if he were such officer
   at the time of its issue. All certificates for shares shall be
   consecutively numbered or otherwise identified. The name and address of
   the person to whom the shares represented thereby are issued, with the
   number of shares and date of issue, shall be entered on the stock transfer
   books of the Corporation. All certificates surrendered to the Corporation
   for transfer shall be canceled and no new certificate shall be issued
   until the former certificate for a like number of shares shall have been
   surrendered and canceled, except that in case of a lost, destroyed or
   mutilated certificate a new one may be issued therefor upon such terms and
   indemnity to the Corporation as the Board of Directors may prescribe.

        Section 2.     Transfer of Shares.  Transfer of shares of the
   Corporation shall be made only on the stock transfer books of the
   Corporation by the holder of record thereof or by his legal
   representative, who shall furnish proper evidence of authority to
   transfer, or by his attorney thereunto authorized by power of attorney
   duly executed and filed with the Secretary of the Corporation, and on
   surrender for cancellation of the certificate for such shares. The person
   in whose name shares stand on the books of the Corporation shall be deemed
   by the Corporation to be the owner thereof for all purposes.

        Section 3.     Issuance of Fractional Shares or Script.  No
   fractional shares of the Corporation shall be issued and no transfer of a
   fraction of a share shall be permitted. In lieu of issuing a fraction of a
   share the Board of Directors may authorize payment in cash of the fair
   value of fractions of a share as of the time when those entitled to
   receive such fractions are determined, or may authorize the issuance of
   script in registered or bearer form which shall entitle the holder to
   receive a certificate for a full share upon the surrender of such script
   aggregating a full share. The Board of Directors may cause such script to
   be issued subject to the condition that it shall become void if not
   exchanged for certificates representing full shares before a specified
   date or subject to the condition that the shares for which such script is
   exchangeable may be sold by the Corporation and the proceeds thereof
   distributed to the holders of such script or subject to any other condi-
   tions which the Board of Directors may deem advisable.


                                  ARTICLE  VII
                                   FISCAL YEAR

        The fiscal year of the Corporation shall end on the thirty-first day
   of December in each year.


                                  ARTICLE  VIII
                                    DIVIDENDS

        The Board of Directors may from time to time declare, and the
   Corporation may pay, dividends on its outstanding shares in the manner and
   upon the terms and conditions provided by law and its Articles of
   Incorporation.


                                   ARTICLE  IX
                                      SEAL

        The Board of Directors shall provide a corporate seal which shall be
   circular in form and shall have inscribed thereon the name of the
   Corporation and the state of incorporation and the words "Corporate Seal".
   The Corporation may use the seal by causing it, or a facsimile thereof, to
   be impressed or affixed or in any other manner reproduced.


                                   ARTICLE  X
                                WAIVER OF NOTICE

        Whenever any notice is required to be given to any shareholder or
   director of the Corporation under the provisions of the articles of
   incorporation or under the provisions of the Iowa Business Corporation
   Act, a waiver thereof in writing, signed by the person or persons entitled
   to such notice, whether before or after the time stated therein, shall be
   deemed equivalent to the giving of such notice.

                                   ARTICLE  XI
                                   AMENDMENTS

        These By-Laws may be altered, amended or repealed and new By-Laws may
   be adopted by the Board of Directors at any regular or special meeting of
   the Board of Directors, but only in a manner consistent with the
   provisions of the Restated Articles of Incorporation of the Corporation,
   as amended from time to time.