Exhibit 3.1


                             BY-LAWS
                               OF
                      WISCONSIN GAS COMPANY
                    (a Wisconsin corporation)

                    Effective April 22, 1999
                  (as amended April 27, 2000)


                             BY-LAWS
                               OF
                      WISCONSIN GAS COMPANY
                    (a Wisconsin corporation)

      Effective April 22, 1999 (as amended April 27, 2000)

                       ARTICLE I. OFFICES

     1.01.      Principal and Business Offices.  The  corporation
may have such principal and other business offices, either within
or  without the State of Wisconsin, as the Board of Directors may
designate or as the business of the corporation may require  from
time to time.

     1.02.      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 or by the registered  agent.
The  business  office of the registered agent of the  corporation
shall be identical to such registered office.

                    ARTICLE II. SHAREHOLDERS

     2.01.      Annual  Meeting.   The  annual  meeting  of   the
shareholders  shall be held on the fourth Thursday  in  April  of
each year at 9:00 a.m. local time, or at such other time and date
within  thirty days before or after such date as may be fixed  by
or under the authority of the Board of Directors, for the purpose
of  electing  directors  and for the transaction  of  such  other
business  as may come before the meeting.  If the day  fixed  for
the  annual  meeting shall be a legal holiday  in  the  State  of
Wisconsin,  such  meeting shall be held on  the  next  succeeding
business day.

     2.02.       Special  Meetings.   Special  meetings  of   the
shareholders,  for  any  purpose or  purposes,  unless  otherwise
prescribed  by  the Wisconsin Business Corporation  Law,  may  be
called by the Board of Directors, the Chairman, the Vice Chairman
or  the  President.  The corporation shall call a special meeting
of  shareholders in the event that the holders of at least 10% of
all of the votes entitled to be cast on any issue proposed to  be
considered at the proposed special meeting sign, date and deliver
to  the  corporation one or more written demands for the  meeting
describing one or more purposes for which it is to be held.   The
corporation  shall give notice of such a special  meeting  within
thirty  (30) days after the date that the demand is delivered  to
the corporation.

     2.03.      Place  of  Meeting.  The Board of  Directors  may
designate  any  place,  either within or  without  the  State  of
Wisconsin,  as  the  place of meeting for any annual  or  special
meeting of shareholders.  If no designation is made, the place of
meeting  shall  be the principal office of the corporation.   Any
meeting may be adjourned to reconvene at any place designated  by
vote of the shares represented thereat.

     2.04.      Notice  of Meeting.  Written notice  stating  the
date, time and place of any meeting of shareholders 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) days
nor  more  than  sixty (60) days before the date of  the  meeting
(unless  a  different time is provided by the Wisconsin  Business
Corporation  Law  or  the  articles  of  incorporation),   either
personally  or  by mail, by or at the direction of the  Chairman,
the  Vice  Chairman,  the  President or the  Secretary,  to  each
shareholder  of  record entitled to vote at such meeting  and  to
such   other  persons  as  required  by  the  Wisconsin  Business
Corporation  Law.  If mailed, such notice shall be deemed  to  be
effective when deposited in the United States mail, addressed  to
the  shareholder at his or her address as it appears on the stock
record  books  of the corporation, with postage thereon  prepaid.
If an annual or special meeting of shareholders is adjourned to a
different  date,  time  or place, the corporation  shall  not  be
required to give notice of the new date, time or place if the new
date,   time  or  place  is  announced  at  the  meeting   before
adjournment; provided, however, that if a new record date for  an
adjourned meeting is or must be fixed, the corporation shall give
notice  of  the adjourned meeting to persons who are shareholders
as of the new record date.

     2.05.      Waiver  of Notice.  A shareholder may  waive  any
notice  required by the Wisconsin Business Corporation  Law,  the
articles  of incorporation or these by-laws before or  after  the
date  and  time  stated in the notice.  The waiver  shall  be  in
writing  and  signed by the shareholder entitled to  the  notice,
contain the same information that would have been required in the
notice  under  applicable provisions of  the  Wisconsin  Business
Corporation  Law (except that the time and place of meeting  need
not  be stated) and be delivered to the corporation for inclusion
in  the  corporate  records.   A shareholder's  attendance  at  a
meeting,  in person or by proxy, waives objection to all  of  the
following: (a) lack of notice or defective notice of the meeting,
unless  the  shareholder  at  the beginning  of  the  meeting  or
promptly   upon  arrival  objects  to  holding  the  meeting   or
transacting business at the meeting; and (b) consideration  of  a
particular  matter at the meeting that is not within the  purpose
described  in the meeting notice, unless the shareholder  objects
to considering the matter when it is presented.

     2.06.     Fixing of Record Date.  The Board of Directors may
fix  in  advance  a date as the record date for  the  purpose  of
determining shareholders entitled to notice of and to vote at any
meeting  of  shareholders,  shareholders  entitled  to  demand  a
special   meeting  as  contemplated  by  Section   2.02   hereof,
shareholders  entitled to take any other action, or  shareholders
for  any other purpose.  Such record date shall not be 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 fixed by the Board of Directors  or
by  the  Wisconsin Business Corporation Law for the determination
of shareholders entitled to notice of and to vote at a meeting of
shareholders, the record date shall be the close of  business  on
the day before the first notice is given to shareholders.  If  no
record  date  is  fixed  by the Board  of  Directors  or  by  the
Wisconsin  Business  Corporation Law  for  the  determination  of
shareholders entitled to demand a special meeting as contemplated
in  Section 2.02 hereof, the record date shall be the  date  that
the  first  shareholder signs the demand.  Except as provided  by
the  Wisconsin  Business  Corporation  Law  for  a  court-ordered
adjournment, a determination of shareholders entitled  to  notice
of  and to vote at a meeting of shareholders is effective for any
adjournment of such meeting unless the Board of Directors fixes a
new record date, which it shall do if the meeting is adjourned to
a  date  more than one hundred twenty (120) days after  the  date
fixed  for the original meeting.  The record date for determining
shareholders   entitled   to  a  distribution   (other   than   a
distribution   involving   a  purchase,   redemption   or   other
acquisition  of the corporation's shares) or a share dividend  is
the   date  on  which  the  Board  of  Directors  authorized  the
distribution  or share dividend, as the case may be,  unless  the
Board of Directors fixes a different record date.

     2.07.      Shareholders' List for Meetings.  After a  record
date  for  a special or annual meeting of shareholders  has  been
fixed,  the corporation shall prepare a list of the names of  all
of  the shareholders entitled to notice of the meeting.  The list
shall be arranged by class or series of shares, if any, and  show
the  address  of  and number of shares held by each  shareholder.
Such  list  shall be available for inspection by any shareholder,
beginning  two (2) business days after notice of the  meeting  is
given for which the list was prepared and continuing to the  date
of  the  meeting, at the corporation's principal office or  at  a
place  identified  in the meeting notice in the  city  where  the
meeting will be held.  A shareholder or his or her agent may,  on
written  demand, inspect and, subject to the limitations  imposed
by  the Wisconsin Business Corporation Law, copy the list, during
regular  business  hours and at his or her  expense,  during  the
period  that  it  is available for inspection  pursuant  to  this
Section 2.07.  The corporation shall make the shareholders'  list
available at the meeting and any shareholder or his or her  agent
or  attorney may inspect the list at any time during the  meeting
or  any  adjournment thereof.  Refusal or failure to  prepare  or
make  available  the  shareholders' list  shall  not  affect  the
validity of any action taken at a meeting of shareholders.

     2.08.      Quorum and Voting Requirements.  Shares  entitled
to vote as a separate voting group may take action on a matter at
a meeting only if a quorum of those shares exists with respect to
that  matter.   If the corporation has only one class  of  common
stock  outstanding, such class shall constitute a separate voting
group  for  purposes of this Section 2.08.  Except  as  otherwise
provided  in  the articles of incorporation, any  by-law  adopted
under authority granted in the articles of incorporation, or  the
Wisconsin  Business  Corporation Law, a  majority  of  the  votes
entitled  to be cast on the matter shall constitute a  quorum  of
the  voting  group for action on that matter.  Once  a  share  is
represented  for  any purpose at a meeting, other  than  for  the
purpose  of  objecting  to  holding the  meeting  or  transacting
business at the meeting, it is considered present for purposes of
determining  whether  a quorum exists for the  remainder  of  the
meeting  and  for any adjournment of that meeting  unless  a  new
record  date is or must be set for the adjourned meeting.   If  a
quorum  exists, except in the case of the election of  directors,
action on a matter shall be approved if the votes cast within the
voting  group favoring the action exceed the votes cast  opposing
the  action,  unless  the articles of incorporation,  any  by-law
adopted under authority granted in the articles of incorporation,
or  the  Wisconsin  Business Corporation Law requires  a  greater
number  of affirmative votes.  Unless otherwise provided  in  the
articles  of  incorporation, directors  shall  be  elected  by  a
plurality of the votes cast by the shares entitled to vote in the
election  of directors at a meeting at which a quorum is present.
For  purposes  of this Section 2.08, "plurality" means  that  the
individuals  with  the  largest number of votes  are  elected  as
directors  up to the maximum number of directors to be chosen  at
the  meeting.  Though less than a quorum of the outstanding votes
of a voting group 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 noticed.

     2.09.      Conduct of Meeting.  The Chairman, and in his  or
her  absence,  the Vice Chairman, and in his or her absence,  the
President,  and  in his or her absence, a Vice President  in  the
order  provided under Section 4.10 hereof, and in their  absence,
any  person  chosen by the shareholders present  shall  call  the
meeting of the shareholders to order and shall act as chairman of
the  meeting, and the Secretary of the corporation shall  act  as
secretary  of  all  meetings  of the shareholders,  but,  in  the
absence  of the Secretary, the presiding officer may appoint  any
other person to act as secretary of the meeting.

     2.10.      Proxies.   At  all meetings  of  shareholders,  a
shareholder may vote his or her shares in person or by proxy.   A
shareholder may appoint a proxy to vote or otherwise act for  the
shareholder by signing an appointment form, either personally  or
by  his  or her attorney-in-fact.  An appointment of a  proxy  is
effective  when  received by the Secretary or  other  officer  or
agent  of  the  corporation authorized  to  tabulate  votes.   An
appointment is valid for eleven (11) months from the date of  its
signing  unless a different period is expressly provided  in  the
appointment form.  The presence of a shareholder who has filed  a
proxy  shall not of itself constitute revocation.  The  Board  of
Directors  shall  have  the power and  authority  to  make  rules
establishing  presumptions as to the validity and sufficiency  of
proxies.

     2.11.      Voting  of  Shares.  Except as  provided  in  the
articles   of   incorporation  or  in  the   Wisconsin   Business
Corporation Law, each outstanding share, regardless of class,  is
entitled  to  one vote on each matter voted on at  a  meeting  of
shareholders.

     2.12.      Action without Meeting.  Any action  required  or
permitted  by the articles of incorporation or these  by-laws  or
any  provision of the Wisconsin Business Corporation  Law  to  be
taken  at  a meeting of the shareholders may be taken  without  a
meeting and without action by the Board of Directors if a written
consent or consents, describing the action so taken, is signed by
all  of  the  shareholders entitled to vote with respect  to  the
subject  matter  thereof  and delivered to  the  corporation  for
inclusion in the corporate records.

     2.13.      Acceptance  of  Instruments  Showing  Shareholder
Action.   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,  may  accept  the  vote,
consent,  waiver or proxy appointment and give it effect  as  the
act  of  a  shareholder.  If the name signed on a vote,  consent,
waiver or proxy appointment does not correspond to the name of  a
shareholder, the corporation, if acting in good faith, may accept
the vote, consent, waiver or proxy appointment and give it effect
as the act of the shareholder if any of the following apply:

     (a)  The  shareholder  is  an entity  and  the  name  signed
          purports  to  be  that of an officer or  agent  of  the
          entity.

     (b)  The   name   purports  to  be  that   of   a   personal
          representative,  administrator, executor,  guardian  or
          conservator  representing the shareholder and,  if  the
          corporation  requests,  evidence  of  fiduciary  status
          acceptable to the corporation is presented with respect
          to the vote, consent, waiver or proxy appointment.

     (c)  The  name  signed purports to be that of a receiver  or
          trustee  in bankruptcy of the shareholder and,  if  the
          corporation   requests,   evidence   of   this   status
          acceptable to the corporation is presented with respect
          to the vote, consent, waiver or proxy appointment.

     (d)  The  name  signed  purports to be that  of  a  pledgee,
          beneficial   owner,   or   attorney-in-fact   of    the
          shareholder and, if the corporation requests,  evidence
          acceptable   to  the  corporation  of  the  signatory's
          authority to sign for the shareholder is presented with
          respect   to  the  vote,  consent,  waiver   or   proxy
          appointment.

     (e)  Two  or more persons are the shareholders as co-tenants
          or  fiduciaries and the name signed purports to be  the
          name  of  at least one of the co-owners and the  person
          signing  appears  to be acting on  behalf  of  all  co-
          owners.

     The  corporation may reject a vote, consent, waiver or proxy
appointment  if the Secretary or other officer or  agent  of  the
corporation who is 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.

                ARTICLE III. BOARD OF DIRECTORS

     3.01.      General Powers, Classification and  Number.   All
corporate powers shall be exercised by or under the authority of,
and  the  business affairs of the corporation managed  under  the
direction of, the Board of Directors.  The number of directors of
the corporation shall be nine (9).

     3.02.      Tenure  and Qualifications.  Each director  shall
hold  office  until the next annual meeting of  shareholders  and
until  his  or  her  successor shall have been  elected  and,  if
necessary,  qualified,  or  until his or  her  prior  retirement,
death, resignation or removal.  The retirement or resignation  of
a director who is an officer of this corporation or an affiliated
corporation,  but not also the chief executive  officer  of  this
corporation's parent corporation, shall take effect at  the  time
he  or  she  ceases to hold his or her position as an officer  of
this corporation or an affiliated corporation. Any other director
shall  resign  from the Board of Directors effective  as  of  the
annual  meeting of shareholders next following the date on  which
he  or she attains the age of seventy (70) years.  A director may
be  removed  from office at a meeting of the shareholders  called
for  the purpose of removing the director, and the meeting notice
shall  state  that  the purpose, or one of the purposes,  of  the
meeting  is  removal of the director.  A director may be  removed
from office with or without cause if the number of votes cast  to
remove  the  director exceeds the number of  votes  cast  not  to
remove  such  director.  A director may resign  at  any  time  by
delivering  written  notice  which complies  with  the  Wisconsin
Business  Corporation  Law  to the Board  of  Directors,  to  the
Chairman  or  to  the corporation.  A director's  resignation  is
effective  when  the  notice  is  delivered  unless  the   notice
specifies  a  later  effective  date.   Directors  need  not   be
residents  of  the  State  of Wisconsin or  shareholders  of  the
corporation.     No    other   restrictions,    limitations    or
qualifications  may be imposed on individuals for  service  as  a
director.

     3.03.      Regular Meetings.  A regular meeting of the Board
of  Directors shall be held without other notice than this by-law
immediately  after  the annual meeting of shareholders  and  each
adjourned  session  thereof.  The place of such  regular  meeting
shall be the principal business office of the corporation in  the
State  of  Wisconsin,  or such other suitable  place  as  may  be
announced  at  such  meeting  of  shareholders.   The  Board   of
Directors  may provide, by resolution, the date, time and  place,
either  within or without the State of Wisconsin, for the holding
of  additional regular meetings of the Board of Directors without
other notice than such resolution.

     3.04.      Special Meetings.  Special meetings of the  Board
of  Directors may be called by or at the request of the Chairman,
the  Vice  Chairman,  the President, Secretary  or  any  two  (2)
directors.  The  Chairman, the Vice Chairman,  the  President  or
Secretary  may fix any place, either within or without the  State
of Wisconsin, as the place for holding any special meeting of the
Board  of Directors, and if no other place is fixed the place  of
the  meeting  shall  be  the principal  business  office  of  the
corporation in the State of Wisconsin.

     3.05.      Notice;  Waiver.  Notice of each meeting  of  the
Board  of Directors (unless otherwise provided in or pursuant  to
Section  3.03)  shall  be given by written  notice  delivered  or
communicated  in  person, by telegraph,  teletype,  facsimile  or
other  form  of  wire or wireless communication, or  by  mail  or
private carrier, to each director at his business address  or  at
such  other  address  as such director shall have  designated  in
writing  filed  with the Secretary, in each case  not  less  than
forty-eight (48) hours prior to the meeting.  The notice need not
describe the purpose of the meeting of the Board of Directors  or
the  business to be transacted at such meeting.  If mailed,  such
notice  shall  be  deemed to be effective when deposited  in  the
United  States  mail so addressed, with postage thereon  prepaid.
If notice is given by telegram, such notice shall be deemed to be
effective  when  the  telegram  is  delivered  to  the  telegraph
company.   If  notice  is given by private carrier,  such  notice
shall  be  deemed to be effective when delivered to  the  private
carrier.  Whenever any notice whatever is required to be given to
any   director   of  the  corporation  under  the   articles   of
incorporation or these by-laws or any provision of the  Wisconsin
Business Corporation Law, a waiver thereof in writing, signed  at
any  time, whether before or after the date and time of  meeting,
by   the  director  entitled  to  such  notice  shall  be  deemed
equivalent  to the giving of such notice.  The corporation  shall
retain  any  such  waiver  as  part of  the  permanent  corporate
records.   A  director's  attendance at  or  participation  in  a
meeting  waives any required notice to him or her of the  meeting
unless  the director 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.

     3.06.      Quorum.   Except  as otherwise  provided  by  the
Wisconsin  Business  Corporation  Law  or  by  the  articles   of
incorporation  or  these by-laws, a majority  of  the  number  of
directors  specified  in  Section 3.01  of  these  by-laws  shall
constitute  a  quorum  for the transaction  of  business  at  any
meeting  of the Board of Directors.  Except as otherwise provided
by  the Wisconsin Business Corporation Law or by the articles  of
incorporation or by these by-laws, a quorum of any  committee  of
the  Board  of Directors created pursuant to Section 3.12  hereof
shall  consist of a majority of the number of directors appointed
to  serve on the committee.  A majority of the directors  present
(though  less  than such quorum) may adjourn any meeting  of  the
Board of Directors or any committee thereof, as the case may  be,
from time to time without further notice.

     3.07.      Manner  of  Acting.  The affirmative  vote  of  a
majority  of the directors present at a meeting of the  Board  of
Directors  or  a committee thereof at which a quorum  is  present
shall be the act of the Board of Directors or such committee,  as
the  case may be, unless the Wisconsin Business Corporation  Law,
the  articles of incorporation or these by-laws require the  vote
of a greater number of directors.

     3.08.     Conduct of Meetings.  The Chairman, and in his  or
her  absence,  the Vice Chairman, and in his or her absence,  the
President,  and  in his or her absence, a Vice President  in  the
order  provided  under Section 4. 10, and in their  absence,  any
director chosen by the directors present, shall call meetings  of
the  Board of Directors to order and shall act as chairman of the
meeting.  The Secretary of the corporation shall act as secretary
of  all meetings of the Board of Directors but in the absence  of
the Secretary, the presiding officer may appoint any other person
present  to  act  as secretary of the meeting.   Minutes  of  any
regular  or  special meeting of the Board of Directors  shall  be
prepared and distributed to each director.

     3.09.      Vacancies.  Any vacancies occurring in the  Board
of  Directors, including a vacancy created by an increase in  the
number-of  directors, shall be filled only  as  provided  in  the
articles  of  incorporation.  A vacancy  that  will  occur  at  a
specific  later  date, because of a resignation  effective  at  a
later date or otherwise, may be filled before the vacancy occurs,
but  the  new  director  may not take office  until  the  vacancy
occurs.

     3.10.        Compensation.    The   Board   of    Directors,
irrespective of any personal interest of any of its members,  may
establish  reasonable compensation of all directors for  services
to  the  corporation as directors, officers or otherwise, or  may
delegate  such authority to an appropriate committee.  The  Board
of Directors also shall have authority to provide for or delegate
authority  to an appropriate committee to provide for  reasonable
pensions,  disability or death benefits, and  other  benefits  or
payments,  to  directors, officers and  employees  and  to  their
estates,  families,  dependents or beneficiaries  on  account  of
prior services rendered by such directors, officers and employees
to the corporation.

     3.11.     Presumption of Assent.  A director who, is present
and  is  announced  as  present at a  meeting  of  the  Board  of
Directors  or  any committee thereof created in  accordance  with
Section  3.12 hereof, when corporate action is taken, assents  to
the  action  taken unless any of the following  occurs:  (a)  the
director objects at the beginning of the meeting or promptly upon
his or her arrival to holding the meeting or transacting business
at  the  meeting; (b) the director dissents or abstains  from  an
action  taken and minutes of the meeting are prepared  that  show
the  director's dissent or abstention from the action taken;  (c)
the  director  delivers  written notice that  complies  with  the
Wisconsin  Business  Corporation Law 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; or (d) the director dissents or abstains from an
action  taken, minutes of the meeting are prepared that  fail  to
show  the director's dissent or abstention from the action taken,
and the director delivers to the corporation a written notice  of
that failure that complies with the Wisconsin

Business  Corporation Law promptly after receiving  the  minutes.
Such right of dissent or abstention shall not apply to a director
who votes in favor of the action taken.

     3.12.      Committees.  The Board of Directors by resolution
adopted  by  the affirmative vote of a majority  of  all  of  the
directors  then  in  office may create one  or  more  committees,
appoint  members  of  the  Board of Directors  to  serve  on  the
committees and designate other members of the Board of  Directors
to  serve  as alternates.  Each committee shall have two  (2)  or
more members who shall, unless otherwise provided by the Board of
Directors,  serve at the pleasure of the Board of  Directors.   A
committee  may  be  authorized to exercise the authority  of  the
Board of Directors, except that a committee may not do any of the
following: (a) authorize distributions; (b) approve or propose to
shareholders  action that the Wisconsin Business Corporation  Law
requires  to  be approved by shareholders; (c) fill vacancies  on
the Board of Directors or, unless the Board of Directors provides
by  resolution that vacancies on a committee shall be  filled  by
the  affirmative vote of the remaining committee members, on  any
Board   committee;  (d)  amend  the  corporation's  articles   of
incorporation; (e) adopt, amend or repeal by-laws; (f) approve  a
plan  of merger not requiring shareholder approval; (g) authorize
or approve reacquisition of shares, except according to a formula
or method prescribed by the Board of Directors; and (h) 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 to do so  within  limits
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 its authority.

     3.13.      Alternate Members of Committees.   The  Board  of
Directors  may  appoint  annually  and  from  time  to  time,  as
alternate  members  of any committee of the Board  of  Directors,
directors to serve whenever designated by the committee or by the
Chairman, the Vice Chairman or the President to take the place of
absent members, or to fill vacancies on such committee until  the
next  meeting of the Board of Directors.  An alternate member  of
any  committee so designated to serve shall receive  compensation
for such service as fixed by the Board of Directors.

     3.14.      Telephonic Meetings.  Except as  herein  provided
and  notwithstanding any place set forth in  the  notice  of  the
meeting or these by-laws, members of the Board of Directors  (and
any  committees thereof created pursuant to Section 3.12  hereof)
may participate in regular or special meetings by, or through the
use  of, any means of communication by which all participants may
simultaneously hear each other, such as by conference  telephone.
If a meeting is conducted by such means, then at the commencement
of   such   meeting  the  presiding  officer  shall  inform   the
participating directors that a meeting is taking place  at  which
official business may be transacted. Any participant in a meeting
by  such means shall be deemed present in person at such meeting.
Notwithstanding  the foregoing, no action may  be  taken  at  any
meeting  held  by such means on any particular matter  which  the
presiding  officer determines, in his or her sole discretion,  to
be  inappropriate under the circumstances for action at a meeting
held  by  such  means.   Such determination  shall  be  made  and
announced in advance of such meeting.

     3.15.      Action Without Meeting.  Any action  required  or
permitted by the Wisconsin Business Corporation Law to  be  taken
at  a  meeting  of the Board of Directors or a committee  thereof
created  pursuant to Section 3.12 hereof may be taken  without  a
meeting if the action is taken by all members of the Board or  of
the  committee.   The action shall be evidenced by  one  or  more
written consents describing the action taken, signed by each
director  or committee  member and retained by the corporation.
Such  action shall  be  effective when the last director or
committee  member signs  the  consent,  unless the consent
specifies  a  different effective date.

                      ARTICLE IV. OFFICERS

     4.01.     Number.  The principal officers of the corporation
shall  be  a Chairman, a President, the number of Vice Presidents
as  authorized  from time to time by the Board  of  Directors,  a
Secretary, and a Treasurer, each of whom shall be elected by  the
Board of Directors.  A Vice Chairman and such other officers  and
assistant  officers as may be deemed necessary may be elected  or
appointed by the Board of Directors.  The Board of Directors  may
also  authorize any duly appointed officer to appoint one or more
officers or assistant officers.  Any two (2) or more offices  may
be held by the same person.

     4.02.     Election and Term of Office.  The officers of  the
corporation  to  be  elected by the Board of Directors  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
is  practicable.  Each officer shall hold office until his or her
successor shall have been duly elected or until his or her  prior
death, resignation or removal.

     4.03.      Removal.  The Board of Directors may  remove  any
officer and, unless restricted by the Board of Directors or these
by-laws,  an officer may remove any officer or assistant  officer
appointed by that officer, at any time, with or without cause and
notwithstanding  the  contract rights, if  any,  of  the  officer
removed.  The appointment of an officer does not of itself create
contract rights.

     4.04.     Resignation.  An officer may resign at any time by
delivering  notice  to  the corporation that  complies  with  the
Wisconsin  Business  Corporation Law.  The resignation  shall  be
effective  when  the  notice  is  delivered,  unless  the  notice
specifies a later effective date and the corporation accepts  the
later effective date.

     4.05.      Vacancies.   A  vacancy in any  principal  office
because  of  death,  resignation,  removal,  disqualification  or
otherwise,  shall  be filled by the Board of  Directors  for  the
unexpired portion of the term.  If a resignation of an officer is
effective at a later date as contemplated by Section 4.04 hereof,
the  Board  of Directors may fill the pending vacancy before  the
effective date if the Board provides that the successor  may  not
take office until the effective date.

     4.06.      Chief Executive Officer.  The Board of  Directors
shall  from  time  to  time  designate  the  Chairman,  the  Vice
Chairman, if any, or the President as the Chief Executive Officer
of  the  corporation.  The President shall be the Chief Executive
Officer  when  the  offices of Chairman  and  Vice  Chairman  are
vacant,  or  when the Board of Directors has not  designated  the
Chairman  or  the  Vice  Chairman, if  any,  as  Chief  Executive
Officer.   Subject to the control of the Board of Directors,  the
Chief  Executive Officer shall in general supervise  and  control
all  of  the  business and affairs of the corporation  and  shall
perform  all  duties  incident to the office of  Chief  Executive
Officer  and such other duties as may be prescribed by the  Board
of Directors from time to time.

     4.07.      Chairman.   The  Chairman  shall,  when  present,
preside  at  all meetings of the shareholders and  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
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.  Such agents  and  employees
shall  hold office at the discretion of the Chairman.  He or  she
shall  have authority to sign, execute and acknowledge, on behalf
of   the   corporation,  all  deeds,  mortgages,   bonds,   stock
certificates, contracts, leases, reports and all other  documents
or  instruments necessary or proper to be executed in the  course
of   the  corporation's  regular  business,  or  which  shall  be
authorized  by resolution of the Board of Directors; and,  except
as otherwise provided by law or the Board of Directors, he or she
may  authorize  any other officer or agent of the corporation  to
sign,  execute  and acknowledge such documents or instruments  in
his  or her place and stead.  In general, he or she shall perform
all  duties  incident to the office of Chairman  and  such  other
duties  as may be prescribed by the Board of Directors from  time
to time.

     4.08.      Vice Chairman.  The Vice Chairman, if any,  shall
have such authority and responsibilities as may be prescribed  by
the  Board of Directors from time to time.  In the absence of the
Chairman, or in the event of the Chairman's death or inability to
act, or in the event for any reason it shall be impracticable for
the  Chairman to act personally, the Vice Chairman shall  perform
the  duties of the Chairman, and when so acting, shall  have  all
the  powers of and be subject to all of the restrictions upon the
Chairman.  He or she shall have authority, subject to such  rules
as  may be prescribed by the Board of Directors, to appoint  such
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.  Such agents shall hold office
at  the  discretion of the Vice Chairman.  He or she  shall  have
authority  to  sign, execute and acknowledge, on  behalf  of  the
corporation,  all  deeds, mortgages, bonds,  stock  certificates,
contracts, leases, reports and all other documents or instruments
necessary  or  proper  to  be  executed  in  the  course  of  the
corporation's  regular business, or which shall be authorized  by
resolution  of the Board of Directors; and, except  as  otherwise
provided  by  law  or  the  Board of Directors,  he  or  she  may
authorize  the  President  or  other  officer  or  agent  of  the
corporation  to sign, execute and acknowledge such  documents  or
instruments in his or per place and stead.  In general, he or she
shall  perform all duties incident to the office of Vice Chairman
and such other duties as may be prescribed by the Chairman or the
Board of Directors from time to time.

     4.09.      President.  Subject to Section 4.06  hereof,  the
President  shall  be  the  Chief  *  Executive  Officer  of   the
corporation  and,  subject  to  the  control  of  the  Board   of
Directors,  shall supervise and control all the  affairs  of  the
corporation.   In  the absence of the Vice Chairman,  or  in  the
event of the Vice Chairman's death or inability to act, or in the
event  for  any  reason it shall be impracticable  for  the  Vice
Chairman  to  act  personally, the President  shall  perform  the
duties  of the Vice Chairman, and when so acting, shall have  all
the  powers  of and be subject to all the restrictions  upon  the
Vice  Chairman.  He or she shall have authority, subject to  such
rules  as may be prescribed by the Board of Directors, to appoint
such  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.  Such  agents
shall hold office at the discretion of the President.  He or  she
shall  have authority to sign, execute and acknowledge, on behalf
of   the   corporation,  all  deeds,  mortgages,   bonds,   stock
certificates, contracts, leases, reports and all other  documents
or  instruments necessary or proper to be executed in the  course
of   the  corporation's  regular  business,  or  which  shall  be
authorized  by resolution of the Board of Directors; and,  except
as otherwise provided by law or the Board of Directors, he or she
may  authorize  any other officer or agent of the corporation  to
sign,  execute  and acknowledge such documents or instruments  in
his  or her place and stead.  In general, he or she shall perform
all  duties  incident to the office of President and  such  other
duties  as  may  be  prescribed by  the  Chairman,  or  the  Vice
Chairman, if any, or the Board of Directors from time to time.

     4.10.      The  Vice  Presidents.  In  the  absence  of  the
President, or in the event of the President's death, inability or
refusal  to  act,  or  in the event for any reason  it  shall  be
impracticable  for  the  President to act  personally,  the  Vice
President (or in the event there be more than one Vice President,
the  Vice  Presidents in the order designated  by  the  Board  of
Directors,  or  in the absence of any designation,  then  in  the
order  of  their  election)  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 or Assistant  Secretary,
certificates  for  shares of the corporation; and  shall  perform
such  other duties and have such authority as from time  to  time
may  be delegated or assigned to him or her by the Chairman,  the
Vice  Chairman,  the President or the Board  of  Directors.   The
execution  of  any  instrument of the  corporation  by  any  Vice
President  shall be conclusive evidence, as to third parties,  of
his  or  her  authority to act in the stead of the Chairman,  the
Vice Chairman or the President.

     4.11.  The Secretary.  The Secretary shall: (a) keep minutes
of the meetings of the shareholders and of the Board of Directors
(and  of  committees thereof) in one or more books  provided  for
that   purpose  (including  records  of  actions  taken  by   the
shareholders  or  the Board of Directors (or committees  thereof)
without  a meeting); (b) see that all notices are duly  given  in
accordance with the provisions of these bylaws or as required  by
the  Wisconsin Business Corporation 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) maintain a record of the shareholders of the
corporation, in a form that permits preparation of a list of  the
names  and  addresses of all shareholders, by class or series  of
shares and showing the number and class or series of shares  held
by  each  shareholder;  (e)  sign with  the  Chairman,  the  Vice
Chairman,  the  President or a 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
Secretary  and have such other duties and exercise such authority
as  from  time  to  time  may be delegated  or  assigned  by  the
Chairman,  the  Vice  Chairman, the President  or  the  Board  of
Directors.

     4.12.      The  Treasurer.  The Treasurer  shall:  (a)  have
charge  and  custody  of and be responsible  for  all  funds  and
securities   of   the   corporation;  (b)  maintain   appropriate
accounting records; (c) 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 depositories as shall be selected
in  accordance with the provisions of Section 5.04;  and  (d)  in
general  perform  all of the duties incident  to  the  office  of
Treasurer  and  have  such other duties and exercise  such  other
authority  as from time to time may be delegated or  assigned  by
the  Chairman, the Vice Chairman, the President or the  Board  of
Directors.  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.

     4.13.      Assistant  Secretaries and Assistant  Treasurers.
There shall be such number of Assistant Secretaries and Assistant
Treasurers  as  the  Board of Directors may  from  time  to  time
authorize.  The Assistant Secretaries may sign with the Chairman,
the Vice Chairman, the President or a 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  and
have  such  authority as shall from time to time be delegated  or
assigned to them by the Secretary or the Treasurer, respectively,
or by the Chairman, the Vice Chairman, the President or the Board
of Directors.

     4.14.      Other Assistants and Acting Officers.  The  Board
of Directors shall have the power to appoint, or to authorize any
duly  appointed officer of the corporation to appoint, any person
to  act  as  assistant  to  any officer,  or  as  agent  for  the
corporation in his or her stead, or to perform the duties of such
officer  whenever  for  any reason it is impracticable  for  such
officer  to act personally, and such assistant or acting  officer
or  other  agent  so appointed by the Board of  Directors  or  an
authorized officer shall have the power to perform all the duties
of  the  office  to  which he or she is so  appointed  to  be  an
assistant,  or  as  to which he or she is so  appointed  to  act,
except  as  such power may be otherwise defined or restricted  by
the Board of Directors or the appointing officer.

              ARTICLE V. CONTRACTS, LOANS, CHECKS
              AND DEPOSITS; SPECIAL CORPORATE ACTS

     5.01.      Contracts.  The Board of Directors may  authorize
any  officer  or  officers, agent or agents, to  enter  into  any
contract or execute or deliver any instrument in the name of  and
on  behalf  of  the  corporation, and such authorization  may  be
general  or  confined to specific instances.  In the  absence  of
other  designation,  all  deeds,  mortgages  and  instruments  of
assignment or pledge made by the corporation shall be executed in
the  name  of the corporation by the Chairman, the Vice Chairman,
the President or one of the Vice Presidents and by the Secretary,
an  Assistant Secretary, the Treasurer or an Assistant Treasurer;
the  Secretary  or  an  Assistant Secretary,  when  necessary  or
required,  shall affix the corporate seal, if any,  thereto;  and
when  so executed no other party to such instrument or any  third
party shall be required to make any inquiry into the authority of
the signing officer or officers.

     5.02.      Loans.  No indebtedness for borrowed money  shall
be  contracted on behalf of the corporation and no  evidences  of
such  indebtedness shall be issued in its name unless  authorized
by  or  under  the  authority of a resolution  of  the  Board  of
Directors.   Such  authorization may be general  or  confined  to
specific instances.

     5.03.      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 a resolution of the Board
of Directors.

     5.04.      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  a
resolution of the Board of Directors.

     5.05.      Voting  of Securities Owned by this  Corporation.
Subject  always  to  the  specific directions  of  the  Board  of
Directors, (a) any shares or other securities issued by any other
corporation  and owned or controlled by this corporation  may  be
voted   at  any  meeting  of  security  holders  of  such   other
corporation by the Chairman of this corporation if he or  she  be
present, or in his or her absence, by the Vice Chairman  of  this
corporation if he or she be present, or in his or her absence, by
the President of this corporation if he or she be present, or  in
his  or her absence by any Vice President of this corporation who
may  be  present,  and  (b) whenever,  in  the  judgment  of  the
Chairman, or in his or her absence, of the Vice Chairman,  or  in
his  or  her absence, of the President, or in his or her absence,
any  Vice  President,  it is desirable for  this  corporation  to
execute  a  proxy or written consent in respect to any shares  or
other  securities issued by any other corporation  and  owned  by
this corporation, such proxy or consent shall be executed in  the
name of this corporation by the Chairman, the Vice Chairman,  the
President  or  one  of the Vice Presidents of  this  corporation,
without necessity of any authorization by the Board of Directors,
affixation  of  corporate seal, if any,  or  countersignature  or
attestation by another officer.  Any person or persons designated
in  the  manner  above stated as the proxy  or  proxies  of  this
corporation  shall have full right, power and authority  to  vote
the  shares  or other securities issued by such other corporation
and  owned by this corporation the same as such shares  or  other
securities might be voted by this corporation.

    ARTICLE VI. CERTIFICATES FOR SHARES; TRANSFER OF SHARES

     6.01.        Certificates    for    Shares.     Certificates
representing  shares of the corporation shall be  in  such  form,
consistent with the Wisconsin Business Corporation Law, as  shall
be determined by the Board of Directors.  Such certificates shall
be signed by the Chairman, the Vice Chairman, the President or  a
Vice  President  and by the Secretary or an Assistant  Secretary.
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  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 as provided in Section 6.06.

     6.02.      Facsimile Signatures and Seal.  The seal  of  the
corporation  on any certificates for shares may be  a  facsimile.
The  signature of the Chairman, the Vice Chairman, the  President
or Vice President and the Secretary or Assistant Secretary upon a
certificate  may  be  facsimiles if the certificate  is  manually
signed on behalf of a transfer agent, or a registrar, other  than
the corporation itself or an employee of the corporation.

     6.03.     Signature by Former Officers.  The validity  of  a
share  certificate  is not affected if a person  who  signed  the
certificate  (either manually or in facsimile)  no  longer  holds
office when the certificate is issued.

     6.04.     Transfer of Shares.  Prior to due presentment of a
certificate   for  shares  for  registration  of   transfer   the
corporation may treat the registered owner of such shares as  the
person exclusively entitled to vote, to receive notifications and
otherwise  to have and exercise all the rights and  power  of  an
owner.   Where  a  certificate for shares  is  presented  to  the
corporation  with  a  request  to  register  for  transfer,   the
corporation shall not be liable to the owner or any other  person
suffering  loss as a result of such registration of  transfer  if
(a)   there  were  on  or  with  the  certificate  the  necessary
endorsements, and (b) the corporation had no duty to inquire into
adverse  claims or has discharged any such duty.  The corporation
may  require  reasonable  assurance that  such  endorsements  are
genuine  and effective and compliance with such other regulations
as  may  be prescribed by or under the authority of the Board  of
Directors.

     6.05.      Restrictions on Transfer.  The  face  or  reverse
side  of  each  certificate  representing  shares  shall  bear  a
conspicuous   notation  of  any  restriction   imposed   by   the
corporation upon the transfer of such shares.

     6.06.     Lost, Destroyed or Stolen Certificates.  Where the
owner  claims  that  certificates  for  shares  have  been  lost,
destroyed or wrongfully taken, a new certificate shall be  issued
in  place  thereof  if  the  owner (a)  so  requests  before  the
corporation has notice that such shares have been acquired  by  a
bona  fide purchaser, (b) files with the corporation a sufficient
indemnity  bond  if  required by the Board of  Directors  or  any
principal  officer,  and  (c)  satisfies  such  other  reasonable
requirements  as may be prescribed by or under the  authority  of
the Board of Directors.

     6.07.      Consideration for Shares.  The Board of Directors
may authorize shares to be issued for consideration consisting of
any   tangible   or  intangible  property  or  benefit   to   the
corporation,   including   cash,   promissory   notes,   services
performed,  contracts  for  services to  be  performed  or  other
securities  of  the  corporation.  Before the corporation  issues
shares,   the  Board  of  Directors  shall  determine  that   the
consideration  received or to be received for the  shares  to  be
issued  is adequate.  The determination of the Board of Directors
is  conclusive insofar as the adequacy of consideration  for  the
issuance  of  shares  relates to whether the shares  are  validly
issued, fully paid and nonassessable.  The corporation may  place
in  escrow  shares issued in whole or in part for a contract  for
future services or benefits, a promissory note, or otherwise  for
property  to  be issued in the future, or make other arrangements
to   restrict  the  transfer  of  the  shares,  and  may   credit
distributions  in  respect of the shares against  their  purchase
price, until the services are performed, the benefits or property
are received or the promissory note is paid.  If the services are
not  performed, the benefits or property are not received or  the
promissory note is not paid, the corporation may cancel, in whole
or   in   part,  the  shares  escrowed  or  restricted  and   the
distributions credited.

     6.08.      Stock Regulations.  The Board of Directors  shall
have  the power and authority to make all such further rules  and
regulations  not inconsistent with law as it may  deem  expedient
concerning the issue, transfer and registration of shares of  the
corporation.

                       ARTICLE VII. SEAL

     7.01.      The  Board  of  Directors  shall  provide  for  a
corporate  seal  for the corporation which shall be  circular  in
form   and  shall  have  inscribed  thereon  the  name   of   the
corporation, the state of incorporation and the words  "Corporate
Seal".

                 ARTICLE VIII. INDEMNIFICATION

     8.01.      Provision  of Indemnification.   The  corporation
shall,  to  the fullest extent permitted or required by  Sections
180.0850  to  180.0859,  inclusive,  of  the  Wisconsin  Business
Corporation  Law, including any amendments thereto  (but  in  the
case  of  any  such amendment, only to the extent such  amendment
permits   or   requires  the  corporation  to   provide   broader
indemnification  rights than prior to such amendment),  indemnify
its  Directors and Officers against any and all Liabilities,  and
advance any and all reasonable Expenses, incurred thereby in  any
Proceeding  to  which any such Director of  Officer  is  a  Party
because  he  or  she  is  or was a Director  or  Officer  of  the
corporation.   The corporation shall also indemnify  an  employee
who is not a Director or Officer, to the extent that the employee
has  been successful on the merits or otherwise in defense  of  a
Proceeding,   for  all  reasonable  Expenses  incurred   in   the
Proceeding if the employee was a Party because he or  she  is  or
was   an   employee   of   the  corporation.    The   rights   to
indemnification  granted hereunder shall not be deemed  exclusive
of any other rights to indemnification against Liabilities or the
advancement of Expenses which a Director, Officer or employee may
be  entitled under any written agreement, Board resolution,  vote
of  shareholders,  the  Wisconsin  Business  Corporation  Law  or
otherwise.   The corporation may, but shall not be  required  to,
supplement  the  foregoing  rights  to  indemnification   against
Liabilities  and advancement of Expenses under this Section  8.01
by the purchase of insurance on behalf of any one or more of such
Directors,  Officers or employees, whether or not the corporation
would  be  obligated  to indemnify or advance  Expenses  to  such
Director,  Officer  or  employee under this  Section  8.01.   All
capitalized  terms  used in this Article VIII and  not  otherwise
defined   herein   shall   have  the   meaning   set   forth   in
Section 180.0850 of the Wisconsin Business Corporation Law.

                     ARTICLE IX. AMENDMENTS

     9.01.     By Shareholders.  Except as otherwise provided  in
the  articles of incorporation, the shareholders shall  have  the
power to adopt, amend, alter, change or repeal any of the by-laws
of  the  corporation  at  any annual or special  meeting  of  the
shareholders at which a quorum is in attendance.

     9.02.     By Directors.  Except as otherwise provided by the
Wisconsin  Business  Corporation  Law  or  in  the  articles   of
incorporation,  the Board of Directors shall have  the  power  to
adopt,  amend, alter, change or repeal any of the by-laws of  the
corporation  by  the  affirmative  vote  of  a  majority  of  the
directors  present at any meeting of the Board  of  Directors  at
which  a  quorum is in attendance; but no by-law adopted  by  the
shareholders  shall  be  amended or  repealed  by  the  Board  of
Directors  if the by-law so adopted so provides.  The  manner  of
adoption  of  these  by-laws or any section or provision  thereof
shall not be deemed to impair or negate the power of the Board of
Directors  to adopt, amend, alter, change or repeal these  bylaws
as provided herein.

     9.03.       Implied   Amendments.   Any  action   taken   or
authorized by the shareholders or by the Board of Directors which
would  be inconsistent with the by-laws then in effect but  which
is  taken or authorized by affirmative vote of not less than  the
number of shares or the number of directors required to amend the
by-laws so that the by-laws would be consistent with such  action
shall  be  given the same effect as though the by-laws  had  been
temporarily amended or suspended so far, but only so far,  as  is
necessary to permit the specific action so taken or authorized.