CUMMINS ENGINE COMPANY, INC.
                     ____________________________
                             EXHIBIT 3(b)
                             ____________
                               BY-LAWS
                               _______

    (As amended and restated effective as of August 12, 1994)


                 Article I.  Meetings of Shareholders
                 ____________________________________


Section 1.1. Annual Meetings.  Annual meetings of the shareholders of
the Corporation shall be held each year on such date, at such hour
and at such place within or without the State of Indiana as shall be
designated by the Board of Directors.  In the absence of such
designation, the meeting shall be held on the first Tuesday of April
of each year at the principal office of the Corporation at 11:00 a.m.
(local time).  The Board of Directors may, by resolution, change the
date or time of such annual meeting.  If the day fixed for any annual
meeting of shareholders shall fall on a legal holiday, then such
annual meeting shall be held on the first following business day that
is not a legal holiday.

Section 1.2. Special Meetings.  Special meetings of the shareholders
of the Corporation may be called at any time only by the Board of
Directors or the Chairman of the Board.

Section 1.3. Proper Business.  To be properly brought before an
annual meeting, business must be specified in the notice of the
meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, otherwise properly brought before the meeting
by or at the direction of the Board of Directors, or otherwise
properly brought before the meeting by a shareholder.  For business
to be properly brought before an annual meeting by a shareholder, the
shareholder must have given written notification thereof, either by
personal delivery or by United States mail, postage prepaid, to the
Secretary of the Corporation not later than 90 days in advance of the
Originally Scheduled Date of such meeting (provided, however, that if
the Originally Scheduled Date of such meeting is earlier than the
date specified in these By-Laws as the date of the annual meeting if
the Board of Directors does not determine otherwise, such written
notice may be so given and received not later than the close of
business on the 10th day following the date of the first public
disclosure, which may include any public filing by the Corporation
with the Securities and Exchange Commission, of the Originally
Schedule Date of such meeting).  Any such notification by a
shareholder shall set forth as to each matter the shareholder
proposes to bring before the meeting (a) brief description of the
business described to be brought before the meeting and the reasons
for conducting such business at the meeting, (b) the name and address
of the shareholder proposing such business, (c) a representation that
the shareholder is a holder of record of stock of the Corporation
entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to propose such business, and (d) any
material interest of the shareholder in such business.  To be
properly brought before a special meeting of shareholders called
pursuant to Section 1.2, business must be specified in the notice of
the meeting (or any supplement thereto) given by or at the direction
of the Board of Directors or must otherwise be properly brought
before the meeting by or at the direction of the Board of Directors.
No business shall be conducted at a meeting of shareholders except in
accordance with this paragraph, and the chairman of any meeting of
shareholders may refuse to permit any business to be brought before a
meeting without compliance with the foregoing procedures.  For
purposes of these By-Laws, the "Originally Scheduled Date" of any
meeting of shareholders shall be the date such meeting is scheduled
to occur in the notice of such meeting first given to shareholders
regardless of whether any subsequent notice is given for such meeting
or the record date of such meeting is changed.

Section 1.4. Notices.  A written notice, stating the date, time and
place of any meeting of the shareholders, and in the case of a
special meeting the purpose or purposes for which such meeting is
called, shall be delivered or mailed by the Secretary of the
Corporation, to each shareholder of record of the Corporation
entitled to notice of or to vote at such meeting no fewer than ten
(10) nor more than sixty (60) days before the date of the meeting.
Notice of shareholders' meetings, if mailed, shall be mailed, postage
prepaid, to each shareholder at the shareholder's address shown in
the Corporation's current record of shareholders.

Except as provided by the Indiana Business Corporation Law or the
Corporation's Restated Articles of Incorporation, notice of a meeting
of shareholders is required to be given only to shareholders entitled
to vote at the meeting; provided, however, notice of a meeting of
shareholders shall be given to shareholders not entitled to vote if a
purpose for the meeting is to vote on any amendment to the
Corporation's Restated Articles of Incorporation, a merger or share
exchange to which the Corporation would be a party, a sale of the
Corporation's assets, or dissolution of the Corporation.

A shareholder or the shareholder's proxy may at any time waive notice
of a meeting if the waiver is in writing and is delivered to the
Corporation for inclusion in the minutes or filing with the
Corporation's records.  A shareholder's attendance at a meeting,
whether in person or by proxy, (a) waives objection to lack of notice
or defective notice of the meeting, unless the shareholder or the
shareholder's proxy at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting, and (b)
waives objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the
meeting notice, unless the shareholder or the shareholder's proxy
objects to considering the matter when it is presented.  Each
shareholder who has in the matter above provided waived notice or
objection to notice of a shareholders' meeting shall be conclusively
presumed to have been given due notice of such meeting, including the
purpose or purposes thereof.

If an annual or special shareholders' meeting is adjourned to a
different date, time or place, notice need not be given of the new
date, time or place if the new date, time or place is announced at
the meeting before adjournment, unless a new record date is or must
be established for the adjourned meeting.

Section 1.5. Voting.  Except as otherwise provided by the Indiana
Business Corporation Law or the Corporation's Restated Articles of
Incorporation, each share of the capital stock of any class of the
Corporation that is outstanding at the record date established for
any annual or special meeting of shareholders and is outstanding at
the time of and represented in person or by proxy at the annual or
special meeting, shall entitle the record holder thereof, or the
record holder's proxy, to one (1) vote on each matter voted on at the
meeting.

Section 1.6. Quorum.  Unless the Corporation's Restated Articles of
Incorporation or the Indiana Business Corporation Law provides
otherwise, at all meetings of shareholders a majority of the votes
entitled to be cast on a matter, represented in person or by proxy,
constitutes a quorum for action on the matter.  Action may be taken
at a shareholders' meeting only on matters with respect to which a
quorum exists; provided, however, that any meeting of shareholders,
including annual and special meetings and any adjournments thereof,
may be adjourned to a later date although less than a quorum is
present.  Once a share is represented for any purpose at a meeting,
it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record
date is or must be set for that adjourned meeting.

Section 1.7. Vote Required to Take Action.  If a quorum exists as to
a matter to be considered at a meeting of shareholders, action on
such matter (other than the election of Directors) is approved if the
votes properly cast favoring the action exceed the votes properly
cast opposing the action, except as the Corporation's Restated
Articles of Incorporation or the Indiana Business Corporation Law
require a greater number of affirmative votes.  Directors shall be
elected by a plurality of the votes properly cast.

Section 1.8. Record Date.  Only such persons shall be entitled to
notice of or to vote, in person or by proxy, at any shareholders'
meeting as shall appear as shareholders upon the books of the
Corporation as of such record date as the Board of Directors shall
determine, which date may not be earlier than the date seventy (70)
days immediately preceding the meeting.  In the absence of such
determination, the record date shall be the fiftieth (50th) day
immediately preceding the date of such meeting.  Unless otherwise
provided by the Board of Directors, shareholders shall be determined
as of the close of business on the record date.

Section 1.9. Proxies.  A shareholder's shares may be voted either in
person or by proxy.  A shareholder may appoint a proxy to vote or
otherwise act for the shareholder (including authorizing the proxy to
receive, or to waive, notice of any shareholders' meetings within the
effective period of such proxy) by signing an appointment form,
either personally or by the shareholder's attorney-in-fact.  An
appointment of a proxy is effective when received by the Secretary or
other officer or agent authorized to tabulate votes and is effective
for eleven (11) months unless a shorter or longer period is expressly
provided in the appointment form.  The proxy's authority may be
limited to a particular meeting or may be general and authorize the
proxy to represent the shareholder at any meeting of shareholders
held within the time provided in the appointment form.  Subject to
the Indiana Business Corporation Law and to any express limitation on
the proxy's authority appearing on the face of the appointment form,
the Corporation is entitled to accept the proxy's vote or other
action as that of the shareholder making the appointment.

Section 1.10. Organization.  At every meeting of the shareholders,
the Chairman of the Board, or, in the Chairman's absence, a person
designated by the Chairman shall act as a chairman.  The Secretary of
the Corporation shall act as secretary of such meeting or, in the
Secretary's absence, the chairman shall appoint a secretary.

Section 1.11. Voting Lists.  At least five business days before each
meeting of shareholders, the officer or agent having charge of the
stock transfer books shall make a complete list of the shareholders
entitled to notice of a shareholders' meeting, arranged in
alphabetical order, with the address and number of shares so entitled
to vote held by each, which list shall be on file at the principal
office of the Corporation and subject to inspection by any
shareholder entitled to vote at the meeting.  Such list shall be
produced and kept open at the time and place of the meeting and
subject to the inspection of any shareholder during the holding of
such meeting.  The original stock register or transfer book, or a
duplicate thereof, kept in this state, shall be the only evidence as
to who are the shareholders entitled to examine such list or the
stock ledger or transfer book or to vote at any meeting of the
shareholders.

Section 1.12. Inspectors of Election.  The Board of Directors may
appoint Inspectors of Election to serve at meetings of shareholders.
If, at the time of any meeting, any Inspector so appointed shall be
absent, the presiding officer may appoint an Inspector to serve in
place of the absent Inspector.

Section 1.13. Conduct of Meeting.  At any meeting of shareholders of
the Corporation, the Chairman of the Board (or, in the absence of the
Chairman of the Board, such person designated by the Chairman
pursuant to Section 1.10 of these By-Laws) shall prescribe the order
of business to be conducted at the meeting and establish procedures
incident thereto.

                         Article II.  Directors
                         ______________________

Section 2.1. Number, Qualification and Terms.  The business and
affairs of the Corporation shall be managed under the direction of a
Board of Directors.  The number of Directors shall be fixed by
resolution of the Board of Directors from time to time.  It shall be
the policy of the Corporation that no person seventy-two years of age
or more shall be elected to the Board of Directors.  Any Director who
attains the age of seventy-two years during the Director's term of
office shall be eligible to remain a Director for the duration of the
term for which the Director was elected but shall not be eligible for
re-election.  In recognition of the unique and continuing
contribution J. Irwin Miller has made and is making in the
development of the Corporation, this age limitation shall not apply
to J. Irwin Miller.

Each Director shall be elected for a term of office to expire at the
annual meeting of shareholders next following the Director's
election, except that each Director elected pursuant to Section 2.2
of this Article II shall hold office until the next annual meeting of
shareholders.  Despite the expiration of a Director's term, the
Director shall continue to serve until the Director's successor is
elected and qualified, or until the earlier of the Director's death,
resignation, disqualification or removal, or until there is a
decrease in the number of Directors.

The Directors and each of them shall have no authority to bind the
Corporation except when acting as a Board.

Section 2.2. Vacancies.  Any vacancy occurring in the Board of
Directors, from whatever cause arising, including an increase in the
number of Directors, shall be filled by selection of a successor by a
majority vote of the remaining members of the Board of Directors
(although less than a quorum) until the next annual meeting of the
shareholders.

Section 2.3. Quorum and Vote Required to Take Action.  A majority of
the whole Board of Directors shall be necessary to constitute a
quorum for the transaction of any business, except the filling of
vacancies; provided that less than two Directors shall not constitute
a quorum.  If a quorum is present when a vote is taken, the
affirmative vote of a majority of the Directors present shall be the
act of the Board of Directors, unless the act of a greater number is
required by the Indiana Business Corporation Law, the Corporation's
Restated Articles of Incorporation or these By-Laws.

Section 2.4. Regular Meetings.  The Board of Directors shall meet
regularly, without notice, at such times and places as may be
specified from time to time by the Board of Directors or the Chairman
of the Board (but no fewer than one time annually) for the purpose of
transacting such business as properly may come before the meeting.

Section 2.5. Special Meetings.  Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President
or a majority of the Directors upon not less than twenty-four (24)
hours' notice given to each Director of the date, time and place of
the meeting, which notice need not specify the purpose or purposes of
the special meeting.  Such notice may be communicated in person
(either in writing or orally), by telephone, telegraph, teletype or
other form of wire or wireless communication, or by mail, and shall
be effective at the earlier of the time of its receipt or, if mailed,
five (5) days after its mailing.  Notice of any meeting of the Board
may be waived in writing at any time if the waiver is signed by the
Director entitled to the notice and is filed with the minutes or
corporate records.  A Director's attendance at or participation in a
meeting waives any required notice to the Director of the meeting,
unless the Director at the beginning of the meeting (or promptly upon
the Director's 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.

Section 2.6. Written Consents.  Any action required or permitted to
be taken at any meeting of the Board of Directors may be taken
without a meeting if the action is taken by all members of the Board.
The action must be evidenced by one (1) or more written consents
describing the action taken, signed by each Director, and included in
the minutes or filed with the corporate records reflecting the action
taken.  Action taken under this Section 2.6. is effective when the
last Director signs the consent, unless the consent specifies a
different prior or subsequent effective date, in which cases the
action is effective on or as of the specified date.  A consent signed
under this Section 2.6 shall have the same effect as a unanimous
meeting vote of all members of the Board and may be described as such
in any document.

Section 2.7. Participation by Conference Telephone.  The Board of
Directors may permit any or all Directors to participate in a regular
or special meeting by, or through the use of, any means of
communication, such as conference telephone, by which all Directors
participating may simultaneously hear each other during the meeting.
A Director participating in a meeting by such means shall be deemed
to be present in person at the meeting.

Section 2.8. Organization.  At every meeting of the Board of
Directors, the Chairman of the Board, or in the Chairman's absence, a
person designated by the Chairman, shall act as chairman.  The
Secretary of the Corporation shall act as secretary of such meeting
or, in the Secretary's absence, the Chairman shall appoint a
secretary.

Section 2.9. Resignation.  A Director may resign at any time by
delivering written notice to the Chairman of the Board, the Secretary
of the Corporation, the Board of Directors, or such other officer as
the Board of Directors may designate, and such resignation shall
become effective upon such delivery unless the notice specifies a
later effective date.

Section 2.10. Compensation.  Any Director who is also an officer of
the Corporation shall receive no separate compensation for serving as
Director.  Each Director who is not an officer of the Corporation
shall be paid such compensation, by way of salary, fees for
attendance at meetings of the Board of Directors, special consulting
fees, or other remuneration, as shall be fixed from time to time by
resolution of the Board of Directors.  Each Director shall be
reimbursed by the Corporation for travel expenses incurred in
attending such meetings.

Section 2.11. Nominations.  Nominations for the election of Directors
may be made by the Board of Directors or by any shareholder entitled
to vote for the election of Directors who complies fully with the
requirements of these By-Laws.  Any shareholder entitled to vote for
the election of Directors at a meeting may nominate a person or
persons for election as Directors only if written notice of such
shareholder's intent to make such nominations is given, either by
personal delivery or by United States mail, postage prepaid, to the
Secretary of the Corporation not later than 90 days in advance of the
Originally Scheduled Date of such annual meeting (provided, however,
that if the Originally Scheduled Date of such meeting is earlier than
the date specified in these By-Laws as the date of the annual meeting
if the Board of Directors does not determine otherwise, such written
notice may be so given and received not later than the close of
business on the 10th day following the date of the first public
disclosure, which may include any public filing by the Corporation
with the Securities and Exchange Commission, of the Originally
Scheduled Date of such meetings).  Each such notice shall set forth
(a) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated; (b) a
representation that the shareholder is a holder of record of stock of
the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all
arrangements or understandings between the shareholder and each
nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be
made by the shareholder; (d) such other information regarding each
nominee proposed by such shareholder as would have been required to
be included in a proxy statement filed pursuant to the proxy rules of
the Securities and Exchange Commission had each nominee been
nominated, or intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a Director of the
Corporation if so elected.  The chairman of any meeting of
shareholders to elect Directors and the Board of Directors may refuse
to acknowledge the nomination of any person not made in compliance
with the foregoing procedure.  This Section 2.11 shall not affect the
right of the holders of either Preference or Preferred Stock to
nominate and elect Directors in the event such right arises.

Section 2.12. Vice Chairman of the Board.  The Board of Directors
shall elect a Vice Chairman of the Board of Directors from among its
members.  The Vice Chairman of the Board shall perform such duties
and functions as may be assigned to the Vice Chairman from time to
time by the Board of Directors.

Section 2.13. Chairman of the Executive Committee.  The Board of
Directors shall elect a Chairman of the Executive Committee from
among the members of the Board of Directors.  The Chairman of the
Executive Committee shall preside at meetings of the Executive
Committee, and shall perform such other duties and functions as may
be assigned to the Chairman of such Committee from time to time by
the Board of Directors.


         Article III.  Committees of the Board of Directors
         __________________________________________________

Section 3.1. General.

(a)  The Board of Directors may create one (1) or more committees and
appoint members of the Board of Directors to serve on them, by
resolution of the Board of Directors adopted by a majority of all the
Directors in office when the resolution is adopted.  Each committee
may have one (1) or more members, and all the members of a committee
shall serve at the pleasure of the Board of Directors.

(b)  To the extent specified by the Board of Directors in the
resolution creating a committee (as such resolution may be amended by
the Board of Directors from time to time), and except as otherwise
provided in the Indiana Business Corporation Law, each committee may
exercise all of the authority of the Board of Directors.

(c)  Except to the extent inconsistent with the resolutions creating
a committee, the provisions of these By-Laws which govern meetings,
action without meetings, notice and waiver of notice, quorum and
voting requirements and telephone participation in meetings of the
Board of Directors, apply to each committee and its members as well.

(d)  A member of a committee of the Board of Directors who is also an
officer of the Corporation shall receive no separate compensation for
serving as a member of such committee.  Each member of a committee of
the Board of Directors who is not an officer of the Corporation shall
be paid such compensation for attendance at committee meetings as
shall be fixed from time to time by resolution of the Board of
Directors.  Committee members shall be reimbursed by the Corporation
for travel expenses incurred in attending committee meetings.

Section 3.2 Executive Committee.

(a)  The Board of Directors shall elect from its members an Executive
Committee consisting of not less than three members to serve at the
pleasure of the Board of Directors.  During the intervals between the
meetings of the Board of Directors, the Executive Committee shall
possess and may exercise, except as described in Section 3.1(b) of
this Article III, all the power of the Board of Directors in the
management and direction of the business and affairs of the
Corporation.  All Directors, including those Directors who are not
designated members of the Executive Committee, may attend meetings of
the Executive Committee.  The Chairman of the Executive and Finance
Committee shall preside at all meetings of such Committee.  The
Secretary of the Corporation, or, in the Secretary's absence, a
person appointed by the Chairman of the Executive Committee, shall
act as secretary of such Committee.

(b)  The Executive Committee shall keep regular minutes of its
proceedings and all action by the Committee shall be reported to the
Board of Directors at its meeting next following the meeting of the
Committee.


                        Article IV.  Officers
                        _____________________

Section 4.1. Designation and Selection.  The Board of Directors shall
elect as officers of the Corporation a Chairman of the Board, a Chief
Executive Officer, a President, and a Chief Operating Officer.  The
Chief Executive Officer shall appoint a Secretary and such other
officers of the Corporation as the Chief Executive Officer deems
appropriate, which appointments shall be presented to the Board of
Directors for ratification.

Section 4.2. Duties and Functions.

(a)  Chairman of the Board.  The Chairman of the Board shall be a
member of the Board of Directors and shall, when present, preside at
all meetings of the Board of Directors and of the shareholders.  The
Chairman of the Board shall perform such other duties and functions
as may be assigned to the Chairman of the Board from time to time by
the Board of Directors.

(b)  Chief Executive Officer.  The Chief Executive Officer shall be a
member of the Board of Directors and shall perform such other duties
and functions as may be assigned from time to time by the Board of
Directors.

(c)  President.  The President shall be a member of the Board of
Directors and shall perform such other duties and functions as may be
assigned the President from time to time by the Board of Directors or
the Chief Executive Officer.

(d)  Chief Operating Officer.  The Chief Operating Officer shall be a
member of the Board of Directors and shall perform such other duties
as may be assigned from time to time by the Board of Directors or the
Chief Executive Officer.

(e)  Secretary.  The Secretary shall keep a record of proceedings at
all meetings of the Board of Directors and of the shareholders, shall
have custody of the corporate records and seal of the Corporation,
shall be responsible for authenticating records of the Corporation,
and shall perform such other duties and functions as may be assigned
to the Secretary from time to time by the Chairman of the Board.

(f)  Other Officers.  Each other officer appointed by the Chairman of
the Board shall have and perform such powers, duties and functions as
may be assigned to such officer from time to time by the Board of
Directors, the Chairman of the Board, the Chief Executive Officer,
the President, or the Chief Operating Officer.

Section 4.3. Removal.  The Board of Directors may remove any officer
at any time with or without cause by resolution adopted by a majority
of the whole Board of Directors.  An officer appointed by the
Chairman of the Board may also be removed at any time, with or
without cause, by the Chairman of the Board.

Section 4.4 Resignations.  Any corporate officer may resign at any
time by delivering written notice thereof to the Board of Directors,
the Chairman of the Board or the Secretary.  Such resignation shall
take effect at the time delivered unless a later time is specified
therein.  The acceptance of such resignation shall not be necessary
to make it effective.

Section 4.5. Compensation.  The Board of Directors shall fix the
salary and other compensation for officers of the Corporation who are
also Directors of the Corporation and may delegate to the Chairman of
the Board authority to fix salaries and other compensation of all
remaining officers of the Corporation.

Section 4.6. Special Authority.  The Chairman of the Board or the
President, or other officers designated by either of them, shall have
authority to execute guarantees, indentures for monies borrowed by
the Corporation, appointments of powers of attorney and proxies to
act on behalf of the Corporation, instruments for the devise or
conveyance of real estate or creation of mortgages, bank forms
required to open, maintain or close bank accounts, and any other
written agreements to which the Corporation shall be a party which
pertain to the routine operation of the Corporation and are regularly
being made in the ordinary course of carrying on such operations.


                         Article V.  Stock
                         _________________

Section 5.1. Execution.  The certificates of stock of the Corporation
shall be signed by the President or a Vice President and the
Secretary; provided, however, that where such certificates are also
signed by a transfer agent or a registrar or both, the signature of
such corporate officers may be facsimiles. In case any officer,
transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as
if such person were such officer, transfer agent, or registrar at the
date of its issue.

Section 5.2. Contents.  Each certificate shall state on its face the
name of the Corporation and that it is organized under the laws of
the State of Indiana, the name of the person to whom it is issued,
and the number and class of shares and the designation of the series,
if any, the certificate represents, and shall state conspicuously on
its front or back that the Corporation will furnish the shareholder,
upon the shareholder's written request and without charge, a summary
of the designations, relative rights, preferences and limitations
applicable to each class and the variations in rights, preferences
and limitations determined for each series (and the authority of the
Board of Directors to determine variations for future series).

Section 5.3. Transfer Agents and Registrars.  The Corporation may
have one or more transfer agents and one or more registrars of its
shares, whose respective duties the Board of Directors may from time
to time define.  No certificate for shares shall be valid until
countersigned by a transfer agent if the Corporation has a transfer
agent or until registered by a registrar if the Corporation has a
registrar.

Section 5.4. Transfers.  Shares of stock shall be transferable on the
books of the Corporation by the person named in the certificate or by
such person's attorney upon surrender of the certificate properly
endorsed.  The Corporation may deem and treat the person in whose
name shares of stock stand on the books of the Corporation as the
owner thereof for purposes of voting, dividends and all other
purposes.

Section 5.5. Stock Transfer Records.  There shall be entered upon the
stock records of the Corporation the number of each certificate
issued, the name and address of the registered holder of such
certificate, the number, kind and class of shares represented by such
certificate, the date of issue, whether the shares are originally
issued or transferred, the registered holder from whom transferred
and such other information as is commonly required to be shown by
such records.  The stock records of the Corporation shall be kept as
its principal office, unless the Corporation appoints a transfer
agent or registrar, in which case the Corporation shall keep at its
principal office a complete and accurate shareholders' list giving
the names and addresses of all shareholders and the number and class
of shares held by each.  If a transfer agent is appointed by the
Corporation, shareholders shall give written notice of any changes in
their addresses from time to time to the transfer agent.

Section 5.6. Loss, Destruction or Mutilation of Certificates.  The
holder of any shares of the capital stock of the Corporation shall
immediately notify the Corporation of any loss, destruction or
mutilation of the certificate therefor, and the Board of Directors
may, in its discretion, cause to be issued to the holder a new
certificate or certificates of stock, upon the surrender of the
mutilated certificate, or, in the case of loss or destruction, upon
satisfactory proof of such loss or destruction.  The Board of
Directors may, in its discretion, require the holder of the lost or
destroyed certificate or the holder's legal representative to give
the Corporation a bond in such sum and in such form, and with such
surety or sureties as it may direct, to indemnify the Corporation,
its transfer agents and registrars, if any, against any claim that
may be made against them or any of them with respect to the capital
stock represented by the certificate or certificates alleged to have
been lost or destroyed, but the Board of Directors may, in its
discretion, refuse to issue a new certificate or certificates, save
upon the order of a court having jurisdiction in such matters.

Section 5.7. Form of Certificates.  The form of the certificates for
shares of the capital stock of the Corporation shall conform to the
requirements of Section 5.2 of the By-Laws and be in such printed
form as shall from time to time be approved by resolution of the
Board of Directors.


        Article VI.  Indemnification of Directors and Officers
        ______________________________________________________

Section 6.1. Mandatory.  The Corporation shall, to the fullest extent
permitted by Sections 1 through 13 of Indiana Code Ch. 23-1-37 as in
effect April 1, 1986, (i) indemnify any person who is or was a
Director or officer of the Corporation (and the heirs and legal
representatives thereof) against expenses (including attorneys'
fees), judgments, fines, and penalties and amounts paid in settlement
resulting from any action, suit or proceeding threatened or brought
against such person by reason of such person's serving in such
position or serving another enterprise in any capacity at the request
of the Corporation, and (ii) pay for or reimburse the reasonable
expenses incurred by such person in advance of the final disposition
of the action, suit or proceeding.

Section 6.2. Discretionary.  Separate and apart from, and in addition
to, the mandatory indemnification required under Section 6.1 of this
Article, the Corporation may, in its sole discretion, provide for
indemnification of any person in accordance with the provisions of
Indiana Code Ch. 23-1-37, as from time to time amended, or
superseding statutory provisions.

Section 6.3. Other Capacity Service.  Any Director or officer of the
Corporation serving in any capacity (i) another corporation, of which
a majority of the shares entitled to vote in the election of its
directors is held, directly or indirectly, by the Corporation, or
(ii) any employee benefit plan of the Corporation or of another
corporation described in Subsection (i) of this Section, shall be
deemed to be doing so at the request of the Corporation.

Section 6.4. Applicable Law.  Any person entitled to be indemnified
as a matter of right pursuant to this Article VI may elect to have
the right to indemnification interpreted on the basis of the
applicable law in effect at the time of the occurrence of the event
or events giving rise to the action, suit or proceeding, to the
extent permitted by Indiana law, or on the basis of the applicable
law in effect at the time indemnification is sought.

Section 6.5. Rights.  The right to be indemnified pursuant to this
Article VI (i) shall be a contract right of each individual entitled
to be indemnified hereunder, (ii) is intended to be retroactive and
shall be available with respect to events occurring prior to the
adoption hereof, and (iii) shall continue to exist with respect to
events occurring prior to any rescission or restrictive modification
of this Article VI.

Section 6.6. Claims.  If a claim for indemnification pursuant to this
Article VI is not paid in full by the Corporation within ninety days
after a written request therefor has been received by the
Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim
and, if successful in whole or in part, the claimant shall be
entitled also to be paid the expense of prosecuting such claim.
Neither the failure of the Corporation (including its Board of
Directors, special legal counsel or its shareholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because the claimant has met the applicable standard of conduct, nor
an actual determination by the Corporation (including its Board of
Directors, special legal counsel or its shareholders) that the
claimant had not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant had
not met the applicable standard of conduct.


                   Article VII.  Miscellaneous
                   ___________________________

Section 7.1. Indiana Business Corporation Law.  The provisions of the
Indiana Business Corporation Law, as amended, applicable to all
matters relevant to, but not specifically covered by, these By-Laws
are hereby, by reference, incorporated in and made a part of these By-
Laws.

Section 7.2. Fiscal Year.  The fiscal year of the Corporation shall
end on the 31st of December of each year.

Section 7.3. Control Share Act.  The provisions of Chapter 42 of the
Indiana Business Corporation Law, Ind. Code 23-1-42-1 et seq., shall
not apply to control share acquisitions of shares of the Corporation.

Section 7.4. Seal.  The Corporation shall have a corporate seal,
which shall have inscribed the name of the Corporation and the word
"INDIANA" around the outer edge and the words "CORPORATE SEAL" in the
center.

Section 7.5. Contracts and Other Instruments.  Bonds, contracts,
deeds, leases and other obligations and instruments of the
Corporation may be signed in the name of and on behalf of the
Corporation by (i) officers or their designees, and (ii) agents of
the Corporation as may be specifically authorized by resolution of
the Board of Directors.

Section 7.6. Books and Records.  Subject to the laws of the State of
Indiana, the books of account, records, documents and papers of the
Corporation may be kept at any place or places within or without the
State of Indiana.

Section 7.7. Amendments.  These By-Laws may be rescinded, changed or
amended, and provisions hereof may be waived, at any meeting of the
Board of Directors by the affirmative vote of a majority of the
entire number of Directors at the time, except as otherwise required
by the Corporation's Restated Articles of Incorporation or by the
Indiana Business Corporation Law.

Section 7.8. Definition of Articles of Incorporation and Restated
Articles of Incorporation.  The term "Articles of Incorporation" and
"Restated Articles of Incorporation" as used in these By-Laws mean
the Restated Articles of Incorporation of the Corporation as from
time to time in effect.