RESTATED

                                   BY-LAWS

                                      OF

                          KIMBALL INTERNATIONAL, INC.

             (reflecting all amendments through June 30, 1993)

ARTICLE I:  LOCATION OF OFFICES

     Section 1 - Principal Office:  The principal office of the corporation
     shall be at 1600 Royal Street, Jasper, Indiana.

     Section 2 - Other Offices:  The corporation may have and maintain such
     other offices as the Board of Directors may deem expedient.

ARTICLE II:  CORPORATE SEAL

     Section 1 - The corporation shall have a corporate seal which shall be as
     follows:  A circular disc, on the outer margin of which shall appear the
     corporate name and State of Incorporation, with the words "Corporate Seal"
     through the center, so mounted that it may be used to impress these words
     in raised letters upon paper.

ARTICLE III:  FISCAL YEAR

     Section 1 - The fiscal year of the corporation shall begin with the first
     day of July and terminate on the thirtieth day of June of each year.

ARTICLE IV:  STOCKHOLDERS' MEETINGS

     Section 1 - Place of Meetings:  All meetings of the stockholders shall be
     held at the principal office of the corporation except such meetings as the
     Board of Directors by resolution determine shall be held elsewhere, in
     which case meetings may be held upon notice as hereinafter provided at such
     place or places within or without the State of Indiana as said Board of
     Directors may determine.

     Section 2 - Annual Meeting:  The annual meeting of the stockholders shall
     be held at 10:00 o'clock A.M. on the 2nd Tuesday of October in each year or
     on such other date as may be fixed by the Board of Directors, provided such
     annual meeting shall be held in any event within five (5) months after the
     close of each fiscal year of the corporation, for the purpose of electing
     directors and for the transaction of such other business as may regularly
     come before the meet-











                                                                    Exhibit 3(b)
                                     - 57 -

     ing.  If the day fixed for the annual meeting shall be a legal holiday,
     such meeting shall be held on the next succeeding business day.

     Section 3 - Special Meetings:  Special meetings of the stockholders may be
     called by the Board of Directors, by the President, by the Secretary under
     the written direction of a majority of the directors, or by the
     stockholders holding not less than one-fourth of all of the shares of
     capital stock outstanding and entitled to vote.

     Section 4 - Notices:  A written or printed notice stating the place, day
     and hour of either annual or special meetings and, in the case of a special
     meeting, the purpose or purposes for which the meeting is called, shall be
     delivered or mailed by the Secretary or by the officers or persons calling
     the meeting to each holder of the capital stock of the corporation at the
     time entitled to vote at such address as appears upon the records of the
     corporation at least ten days before the date of the meeting.  Notice of
     any stockholders' meeting may be waived in writing by any stockholder if
     the waiver sets forth in reasonable detail the purpose or purposes for
     which the meeting is called and the time and place thereof.  No notice of
     the holding of an adjourned meeting shall be necessary.  Each stockholder
     who has in the manner above provided waived notice of a stockholders'
     meeting or who is represented thereat by a proxy complying with the
     requirements above set forth shall be conclusively presumed to have been
     given due notice of such meeting.

     Section 5 - Quorum:  At any meeting of stockholders, a majority of the
     shares of the capital stock outstanding and entitled by the Articles of
     Incorporation to vote, represented in person or by proxy, shall constitute
     a quorum for the transaction of business but a less number may convene and
     adjourn.

     Section 6 - Voting:  Stockholders entitled by the Articles of Incorporation
     shall be entitled to vote at all meetings in person or by proxy.  At all
     meetings, each share of stock entitled to vote by the Articles of
     Incorporation shall be entitled to one vote on all questions, and a
     majority of the votes of such stock cast at any such meeting shall be
     sufficient for the adoption or rejection of any question presented unless
     otherwise provided by law or by the Articles of Incorporation of the
     corporation.

     No share shall be voted at any meeting:

     (1)  Upon which an installment is due and unpaid; or

                                                                    Exhibit 3(b)
                                     - 58 -

     (2)  Which belongs to the corporation.

     For the purpose of determining stockholders entitled to vote at any meeting
     of the stockholders or any adjournment thereof, or stockholders entitled to
     receive payment of any dividend, or in order to make a determination of
     stockholders for any other purpose, only those stockholders who are
     stockholders of record on the record date fixed by the Board of Directors
     or as provided in Article XI, Section 2 hereof, shall be entitled to vote. 
     Any stockholder acquiring title to shares of stock after said record date
     shall, upon written request to the stockholder of record, be entitled to
     receive from such stockholder a proxy with power of substitution to vote
     such stock.

     Shares standing in the name of a corporation may be voted by such officers,
     agent or proxy as the Board of Directors of such corporation may appoint. 
     Shares held by fiduciaries may be voted by the fiduciaries in such manner
     as the instrument or order appointing such fiduciaries may direct.  In the
     absence of any such direction or the inability of the fiduciaries to act in
     accordance therewith, shares held jointly by three (3) or more fiduciaries
     shall be voted in accordance with the will of the majority and, where the
     fiduciaries or a majority of them cannot agree or where they are equally
     divided upon the questions of voting such shares, any Court of general
     equity jurisdiction may, upon petition filed by any of such fiduciaries or
     by any party in interest, direct the voting of such shares as it may deem
     for the best interest of the beneficiaries, and such shares shall be voted
     in accordance with such direction.  Shares that are pledged may, unless
     otherwise provided in the agreement of pledge, be voted by the stockholder
     pledging the same until the shares have been transferred to the pledgee on
     the books of the corporation, and, thereafter, they may be voted by the
     pledgee.

     Section 7 - Voting Lists:  The officer or agent having charge of the stock
     transfer book shall make, at least five (5) days before each election of
     directors, a complete list of the stockholders arranged in alphabetical
     order with the address and number of shares held by each, which list shall
     be on file at the principal office of the corporation and subject to
     inspection by any stockholder.  Such list shall be produced and kept open
     at the time and place of election and subject to the inspection of any
     stockholder during the holding of such election.  The original stock
     register or transfer book, or a duplicate thereof kept in the State of
     Indiana, shall be the only evidence as to who are the stock-


                                                                    Exhibit 3(b)
                                     - 59 -

     holders entitled to examine such list or the stock ledger or transfer book
     or to vote at any meeting of the stockholders.

ARTICLE V:  DIRECTORS

     Section 1 - Number:  The Board of Directors of this corporation shall
     consist of twelve (12) members, eleven of whom shall be elected by holders
     of Class A Common Stock, voting as a class, and one of whom shall be
     elected by holders of Class B Common Stock, voting as a class.

     Section 2 - Election:  Directors shall be elected annually at the annual
     meeting of stockholders; provided that, in the event of failure to hold
     such meeting or to hold such election thereat, they may be elected at any
     special meeting of stockholders called for that purpose.  At such election,
     the President may appoint inspectors or judges who shall report to the
     meeting upon the validity of all proxies received and count the votes cast
     and make a report thereof to the stockholders' meeting, and, in the absence
     of any such appointments, the Secretary of the corporation shall report to
     the meeting upon the validity of all proxies received, count the votes cast
     and make a report thereof at the stockholders' meeting.

     Section 3 - Term Of Office:  The directors shall hold office from the date
     of their election until the next succeeding annual meeting or until their
     successors are elected and shall qualify.

     Section 4 - Vacancies:  Any vacancy, or vacancies, in the Board of
     Directors, arising from any cause, shall be filled by a majority vote of
     the remaining members of the Board until the next annual meeting of the
     stockholders.

     Section 5 - Fees:  Each director of the corporation shall receive an annual
     salary in an amount, plus a sum for each of the six (6) regular meetings of
     the Board, all as fixed and determined from time to time by the Board of
     Directors and in addition thereto, reimbursement for expenses incurred by
     each member of the Board in attending each regular, special or adjourned
     meeting of the Board which has been called, whether or not a quorum is
     present.

ARTICLE VI:  DIRECTORS' MEETINGS

     Section 1 - Regular Meetings:  Regular meetings of the Board of Directors
     shall be held at the principal office of the corporation on the second
     Tuesday in the months of February, April, June, August, October and
     December of each year at

                                                                    Exhibit 3(b)
                                     - 60 -

     10:00 o'clock A.M., or on such other day of the month, time of the day or
     place, within or without the State, as the Board of Directors may
     designate.

     Section 2 - Special Meetings:  Special meetings of the Board of Directors
     may be held at any time at the principal office of the corporation or
     elsewhere within or without the State, as shall be specified in the notice
     of such meeting.

     The Secretary shall call a special meeting whenever and wherever so
     requested by the Chairman of the Board, the President, or the Chief
     Executive Officer or by three (3) directors.

     Section 3 - Organization Meeting:  Immediately following the meeting of the
     stockholders at which the directors are elected, the Board of Directors
     shall meet and organize, and they may also transact such other business as
     may be presented.

     Section 4 - Notice:  No notice shall be required for a regular meeting of
     the Board of Directors.  No notice shall be required for an "organization
     meeting", if held on the same day as the stockholders' meeting at which the
     directors were elected.  No notice of the holding of an adjourned meeting
     shall be necessary.  A reasonable notice of special meetings, in writing or
     otherwise, shall be given to each director or sent to his residence or
     place of business.  Notice of a special meeting shall specify the time and
     place of holding the meeting and, unless otherwise stated, any and all
     business may be transacted at such special meeting.

     Notice of any meeting may be waived in writing.

     Section 5 - Quorum:  At all meetings of the Board of Directors, a majority
     of the whole Board shall be necessary to constitute a quorum for the
     transaction of any business except the filling of vacancies but a lesser
     number may convene and adjourn.

     Section  6 - Voting:  All questions coming before any meeting of the Board
     of Directors for action shall be decided by a majority vote of the
     directors present at said meeting unless otherwise provided by law or by
     these By-laws.

ARTICLE VII:  EXECUTIVE COMMITTEE

     Section 1 - Number, Qualifications, Appointment:  The Board of Directors
     may appoint not less than two (2) directors who, together with the
     Chairman, the President, and the

                                                                    Exhibit 3(b)
                                     - 61 -

     Chief Executive Officer, shall constitute the Executive Committee of the
     corporation.  The Chief Executive Officer shall serve as chairman of said
     committee.

     Section 2 - Powers and Duties: - The Executive Committee shall advise with
     and aid the officers of the corporation in all matters concerning its
     interests and the management of its business, and, when the Board of
     Directors is not in session, the Executive Committee shall have and may
     exercise all of the powers of the Board of Directors with reference to the
     conduct of the business of the corporation. 

     Section 3 - Term of Office:  The members of the Executive Committee shall
     hold office from the date of their appointment until the next succeeding
     organization meeting of the directors, provided that the Board of Directors
     shall at all times have the power to remove any member of the Executive
     Committee.

     Section 4 - Vacancies:  Any vacancy, or vacancies, in the Executive
     Committee, arising from any cause, shall be filled by a majority vote of
     the remaining members of the Board until the next annual or special meeting
     of the shareholders.

     Section 5 - Fees:  Members of the Executive Committee, as such, shall not
     receive any stated salary for their services, but expenses, if any, of
     attendance and a fee in such an amount as may be determined by the Board of
     Directors from time to time shall be paid for attendance at each such
     Executive Committee meeting.

     Section 6 - Meetings:  The Executive Committee shall meet at such times and
     places as the Chairman of the Board or the Chief Executive Officer may
     designate, provided that reasonable notice of such meeting shall be given
     to each member of the committee.  A majority of the Executive Committee
     shall constitute a quorum for the transaction of all business.

ARTICLE VIII:  AUDIT COMMITTEE

     The Board of Directors shall appoint an Audit Committee consisting of three
     (3) members of the Board of Directors of which at least two shall not be
     officers of the corporation as defined in Article IX of these By-laws.  The
     third member of the Audit Committee may be an officer of the corporation
     who is a member of the Board of Directors who is not either the Chairman of
     the Board of Directors, the President, or the Chief Executive Officer.  The
     committee shall have such responsibilities and powers appropriate to the
     nature of

                                                                    Exhibit 3(b)
                                     - 62 -

     said committee including review of the annual audit prepared by the
     independent auditors appointed by the Board of Directors with respect
     to the corporation within the scope and area of responsibility of said
     committee.

ARTICLE IX:  OFFICERS

     Section 1 - Titles:  The officers of the corporation shall consist of the
     Chairman of the Board of Directors, the President, the Chief Executive
     Officer, an Assistant to the Chief Executive Officer, a Chief Financial
     Officer, a Chief Administrative Officer, an Assistant to the Chief
     Administrative Officer, one or more Chief Operations Officer(s), a
     Secretary, a Treasurer, and a Chief Accounting Officer.  The Board of
     Directors may elect, at the request of the Chairman of the Board, the
     President, or the Chief Executive Officer, one or more Senior Executive
     Vice Presidents, Executive Vice Presidents, or Vice Presidents, and one or
     more Assistants to the officers of the corporation.

     Section 2 - Qualifications of the Chairman of the Board, President, and
     Chief Executive Officer.  The Chairman of the Board of Directors, the
     President, and the Chief Executive Officer shall be chosen from among the
     members of the Board of Directors.

     Section 3 - Election of Officers:  The officers elected by the Board of
     Directors shall be elected annually at the organization meeting of the
     Board, provided that any officers not so elected at such meeting may be
     elected subsequently at any regular or special meeting of the Board.

     Section 4 - Term of Office:  All officers shall serve at the pleasure of
     the Board and shall hold office from the date of their election until the
     next succeeding annual organization meeting of the Board of Directors or
     until their successors are elected and shall qualify.

     Section 5 - Vacancies:  Any vacancy or vacancies among the officers,
     arising from any cause, shall be filled by the Board of Directors.

     Section 6 - Combining Offices:  Any two or more offices may be held by the
     same person except that the duties of President and Secretary shall not be
     performed by the same person.

                                                                    Exhibit 3(b)
                                     - 63 -

ARTICLE X:  POWER AND DUTIES OF DIRECTORS AND OFFICERS

     Section 1 - Directors:  The business and affairs of the corporation shall
     be managed by a Board of Directors except where specifically excepted by
     law and these By-laws.

     Section 2 - Executive Committee:  In the interim between meetings of the
     Board of Directors, the Executive Committee shall have and exercise all the
     powers and authority of the Board of Directors, provided that no action of
     the committee shall conflict with action had or taken by the Board of
     Directors.

     Section 3 - Chairman of the Board:  The Chairman of the Board shall preside
     at all meetings of the Board of Directors and shall have general control
     and management of the business of the corporation.  In general, he shall
     perform all duties incident to the office of Chairman of the Board and such
     other duties as may be assigned to him from time to time by the Board of
     Directors.
                
     Section 4 - President:  In the absence of both the Chairman and the Chief
     Executive Officer, the President shall have the general control and
     management of the business and affairs of the corporation.  In the absence
     of the Chairman of the Board and the Chief Executive Officer, he shall
     preside at meetings of the Board of Directors, the Executive Committee, and
     shareholders.  As the President, he shall perform all duties incident to
     the office of the President and such other duties as may be assigned to him
     from time to time by the Board of Directors.
             
     Section 5 - Chief Executive Officer:  The Chief Executive Officer shall
     have day-to-day control and management of business and affairs of the
     corporation subject to the control of the Board of Directors.  He shall
     preside at all meetings of shareholders and, in the absence of the Chairman
     of the Board, at meetings of the Board of Directors.  The Chief Executive
     Officer shall have specific charge and supervision of all subordinate
     officers and all employees of the corporation and may delegate or assign to
     such officers and employees such of his duties and responsibilities as he
     may elect which are not specifically prescribed by the By-laws or
     resolutions of the Board of Directors.  As the Chief Executive Officer, he
     shall perform all duties incident to the office of Chief Executive Officer
     and such other duties as may be assigned to him from time to time by the
     Board of Directors.

                                                                    Exhibit 3(b)
                                     - 64 -

     Section 6 - Assistant to the Chief Executive Officer:  The Assistant to the
     Chief Executive Officer shall perform such duties incident to the office of
     Assistant to the Chief Executive Officer and such other duties as may be
     assigned to him from time to time by the Board of Directors.

     Section 7 - Chief Financial Officer:  The Chief Financial Officer shall be
     responsible for all financial matters of the corporation.

     Section 8 - Chief Operations Officer(s):  The Chief Operations Officer(s)
     shall be responsible for all manufacturing and production of the
     corporation.

     Section 9 - Chief Administrative Officer:  The Chief Administrative Officer
     shall be responsible for all administrative functions of the corporation
     affecting the corporation as a whole.

     Section 10 - Assistant to the Chief Administrative Officer:  The Assistant
     to the Chief Administrative Officer shall perform such duties incident to
     the Assistant to the Chief Administrative Officer and such other duties as
     may be assigned to him from time to time by the Board of Directors.

     Section 11 - Vice Presidents:  The Senior Executive, or other Vice
     Presidents shall perform such duties as may be respectively assigned to
     them from time to time by the Board of Directors, the Executive Committee,
     or the Chief Executive Officer.  The Board of Directors or Executive
     Committee may designate one or more of the Vice Presidents as Senior
     Executive Vice Presidents or Executive Vice Presidents.

     Section 12 - Secretary:  Subject to the Board of Directors, the Executive
     Committee, the Chairman of the Board, the President, and the Chief
     Executive Officer, the Secretary shall have the custody of the corporate
     seal and records of the corporation and charge of all the records of the
     corporation.  He shall act as Secretary at meetings of the stockholders,
     directors and the Executive Committee and enter the minutes of such
     meetings in a book provided for that purpose and shall attend to
     publishing, giving and serving all official notices of the corporation.  He
     shall perform such other duties as may be assigned to him.

     Section 13 - Assistant Secretaries:  In the absence or disability of the
     Secretary, the Assistant Secretaries shall act with all the powers of the
     Secretary.  They shall perform such other duties as may be assigned to
     them.

                                                                    Exhibit 3(b)
                                     - 65 -

     Section 14 - Treasurer:  Subject to the Board of Directors and the
     Executive Committee, the Treasurer shall have the custody of all negotiable
     instruments and securities of the corporation and shall have responsibility
     for all collections and disbursements of corporate funds.  He may endorse
     all commercial documents requiring endorsement for or on behalf of the
     corporation.  He shall perform other duties as may be assigned to him by
     the Board of Directors.

     Section 15 - Assistant Treasurers:  In the absence or disability of the
     Treasurer, the Assistant Treasurers shall act with all the powers of the
     Treasurer.  They shall perform such other duties as may be assigned to
     them.

     Section 16 - Chief Accounting Officer:  Subject to the Board of Directors,
     the Executive Committee, the Chairman of the Board, the President, and the
     Chief Executive Officer, the Chief Accounting Officer shall have general
     supervision of the accounting of the corporation.  He shall perform such
     other duties as may be assigned to him.

ARTICLE XI:  STOCK

     Section 1 - Stock Certificates:  Each stockholder shall be entitled to a
     certificate signed by the President or a Vice President and the Secretary
     or an Assistant Secretary of the corporation and sealed with the corporate
     seal of the corporation, certifying to the number of shares owned by him in
     the corporation.  Where such certificate is also signed by a transfer agent
     and a registrar, the signatures of any such President, Vice President,
     Secretary or Assistant Secretary and the seal of the corporation may be
     facsimiles.  In case any officer or officers who shall have signed or whose
     facsimile signature shall have been used on any such certificate or
     certificates shall cease to be such officer or officers of the corporation
     before such certificate or certificates shall have been delivered by the
     corporation, such certificate or certificates may, nevertheless, be issued
     and delivered by the corporation with the same effect as if such officer or
     officers had not ceased to be such at the date of its issue.

     Section 2 - Transfer of Shares:  Stock shall be transferable on the stock
     transfer books of the corporation in person or by an attorney duly
     authorized and upon surrender and cancellation of the old certificates
     therefor.

     The Board of Directors of the corporation may close its stock transfer
     books for a period of time up to the maximum period of time permitted by
     rules and regulations of the

                                                                    Exhibit 3(b)
                                     - 66 -

     Securities and Exchange Commission and the Indiana Business Corporation Law
     preceding the date of any meeting of stockholders or the date for the
     payment of any dividend, provided, however, that in lieu of closing the
     stock transfer books, the Board of Directors may fix in advance a date
     pursuant to any applicable rules and regulations of the Securities and
     Exchange Commission (which, as to stockholders' meetings, shall be a date
     not more than seventy (70) days prior to the meeting), as the record date
     for the determination of the stockholders entitled to notice of and to vote
     at any such meeting, or entitled to receive payment of any such dividend,
     and in such case such stockholders and only such stockholders as shall be
     stockholders of record on the date so fixed shall be entitled to such
     notice of and to vote at such meeting, or to receive payment of such
     dividend, as the case may be, notwithstanding any transfer of any stock on
     the books of the corporation after such record date fixed as aforesaid.  If
     the stock transfer books are not closed, and no record date is fixed by the
     Board of Directors, no shares shall be voted at any meeting which shall
     have been transferred on the books of the corporation within ten (10) days
     next preceding the date of such meeting.

     Section 3 - Replacing Certificates:  In case of the loss or destruction of
     any certificate of stock and the submission of proper proof thereof by the
     owner, a new certificate may be issued in lieu thereof under such
     regulations and restrictions as the Board of Directors may prescribe.
                                   
ARTICLE XII:  AUTHORIZED SIGNATURES

     Section 1 - The Chairman of the Board, the President, the Chief Executive
     Officer, and the Assistant to the Chief Executive Officer are authorized to
     sign any check, draft or negotiable instrument on behalf of and in the name
     of the corporation or to initiate electronic funds transfers without any
     countersignature or counterauthorization of any other officer or employee
     of the corporation.  The Board of Directors may authorize the use of
     facsimile signatures for certain types of accounts maintained by the
     corporation or with respect to checks or drafts which are less than
     a designated amount.  As to all other officers or employees of the
     corporation, all checks, drafts, other negotiable instruments and
     electronic funds transfers shall be made in the name of the corporation and
     signed or authorized by one of the said officers or by such other employee
     of the corporation and shall be countersigned or counterauthorized by such
     other officer or by such other employee of the corporation provided that
     the same officer or employee shall not

                                                                    Exhibit 3(b)
                                     - 67 -

     sign and countersign or counterauthorize the same instrument or transfer.
     The Chairman of the Board, the President, or the Chief Executive Officer
     are authorized and empowered to designate in writing both officer and
     non-officer employees of this corporation who shall be empowered to sign or
     countersign checks, drafts, and negotiable instruments for and on behalf of
     the corporation, and any such written designation shall have the same force
     and binding legal effect on the corporation as a resolution of the Board of
     Directors so empowering such officer or non-officer employees.  Any such
     written designation may be revoked at any time by the Chairman of the
     Board, the President, or the Chief Executive Officer, and, in their absence
     or unavailability, any member of the Executive Committee of the Board of
     Directors may revoke such written designation.

ARTICLE XIII:  FIDELITY BONDS

     Section 1 - The officers and employees of the corporation shall, in the
     discretion of the Chief Executive Officer, give bonds for the faithful
     discharge of their respective duties, in such form and such amounts as may
     be directed by the Chief Executive Officer.

                                                                    Exhibit 3(b)
                                     - 68 -

ARTICLE XIV:  INDEMNIFICATION

Section 1 - Every person (and the heirs, executors and administrators of such
person) who is or was a director or officer of this corporation or of any
subsidiary of this corporation or who, at the request of the Board of Directors
of this corporation, served in any position or capacity or on any committee for
this corporation or for or in any other corporation, partnership, association,
trust, foundation, not-for-profit corporation, employee benefit plan or other
organization or entity, shall be indemnified by the corporation against any and
all liability and reasonable expense that may be incurred by him in connection
with or resulting from any claim, action, suit or proceeding in which either (i)
such person is wholly successful, thereby entitling such person to Mandatory
Indemnification, or (ii) such person is not wholly successful but it is
nevertheless determined, pursuant to the procedures set forth below in Section 2
of this Article XIV of these By-laws, that such person acted in good faith and
that such person reasonably believed that (a) in the case of conduct in his
official capacity, his conduct was in the corporation's best interests, or (b)
in all other cases, his conduct was at least not opposed to the best interests
of such corporation, entity or organization, and, in addition with respect to
any criminal action or proceeding, either had reasonable cause to believe his
conduct was lawful or had no reasonable cause to believe his conduct was
unlawful, thereby entitling such person to Permissive Indemnification.  A person
shall be considered to have been serving an employee benefit plan at the request
of the corporation if his duties to the corporation also impose duties on, or
otherwise involve services by, him to the plan or to participants in or
beneficiaries of the plan.  The terms "claim", "action", "suit" or "proceeding"
shall mean and include any threatened, pending or completed claim, action, suit
or proceeding (whether brought by or in the right of the corporation of any
other corporation or otherwise), and all appeals thereof, whether civil,
criminal, administrative or investigative, formal or informal, in which any
person described in the first sentence of this section may become involved as a
party or otherwise:

(a) by reason of his being or having been a director or officer of the
    corporation, or of any subsidiary corporation of the corporation, or of any
    other corporation where he served as such at the request of the corporation,
    or 

(b) by reason of his acting or having acted in any position or capacity or on
    any committee for this corporation or any subsidiary corporation of this
    corporation, or in any

                                                                    Exhibit 3(b)
                                     - 69 -

    position or capacity in or for a partnership, association, trust,
    foundation, not-for-profit corporation, employee benefit plan or other
    organization or entity where he served as such at the request of the
    corporation, or 

(c) by reason of any action taken or not taken by him in any such capacity,
    whether or not he continues in such capacity at the time such liability or
    expense shall have been incurred.

The terms "liability" and "expenses" shall include, but shall not be limited to,
counsel fees and disbursements and amounts of judgements, fines or penalties
against, and amounts paid in settlement by or on behalf of, a person, and excise
taxes assessed with respect to an employee benefit plan, but shall not in any
event include any liability or expenses on account of profits realized by him in
the purchase or sale of securities of the corporation.  The term "wholly
successful" shall mean (a) termination of any action, suit or proceeding against
the person in question without any finding of liability or guilt against him,
(b) the expiration of a reasonable period of time after the making of any claim
or threat of an action, suit or proceeding without the institution of the same,
without any payment or promise made to induce a settlement, or (c) approval by a
court, with knowledge of the indemnity herein provided, of a settlement of any
claim, action, suit or proceeding.  The termination of any claim, action, suit
or proceeding by judgment, order, settlement (whether with or without court
approval), or conviction or upon a plea of guilty or of nolo contendere, or its
equivalent, shall not by itself create a presumption that a person did not meet
the standards of conduct for Permissive Indemnification.  The actions of a
person with respect to an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974 shall be deemed to have been taken in
what the person reasonably believed to be the best interests of the corporation
if the person reasonably believed he was acting in conformity with the
requirements of such Act or he reasonably believed his actions to be in the
interests of the participants in or beneficiaries of the plan.

Section 2 - With regard to Permissive Indemnification, the determination that a
person acted in good faith and that such person reasonably believed that (a) in
the case of conduct in his official capacity, his conduct was in the
corporation's best interests, or (b) in all other cases, his conduct was at
least not opposed to the best interests of the corporation, and, in addition,
with respect to any criminal action or proceeding, either had reasonable cause
to believe that his conduct was lawful or had no reasonable cause to believe
that his conduct was unlawful with regard to a specific claim, action, suit or

                                                                    Exhibit 3(b)
                                     - 70 -

proceeding in or as to which such person is not wholly successful shall be made
by or for the Board of Directors of the corporation in the manner herinafter
described.  Any requests for such indemnification must first be proposed to the
Board of Directors of the corporation, and a motion for such indemnification may
be made by any director of the corporation, including a director who is seeking
such indemnification for himself.  If a quorum of directors eligible to decide 
the matter exists within the limitations and requirements of I.C. 23-1-37-12 (b)
(1), such directors may either (i) decide the question themselves; (ii) refer
the matter to Special Legal Counsel for decision pursuant to I.C. 23-1-37-12 (b)
(3) (A); or (iii) decline to take any action to either decide the question of
such indemnification or refer the matter for decision to Special Legal Counsel. 
If there does not exist a quorum of directors eligible to decide the matter
within the limitations and requirements of I.C. 23-1-37-12 (b) (1), a majority
of the entire Board of Directors may either (i) refer the matter to a committee
of two or more directors who are eligible to vote thereon pursuant to I.C.
23-1-37-12 (b) (2) who may either decide the matter themselves or refer the
matter to Special Legal Counsel for decision pursuant to I.C. 23-1-37-12 (b) (3)
(A); (ii) if such a committee cannot be appointed, refer the matter to Special
Legal Counsel pursuant to the procedures described in I.C. 23-1-37-12 (b) (3)
(B); or (iii) decline to take any action to refer the matter of such
indemnification to a committee or to Special Legal Counsel.  Any decision on the
question of entitlement to such Permissive Indemnification by a majority of a
quorum of the Board of Directors eligible to vote pursuant to I.C. 23-1-37-12
(b) (1); by a special committee of eligible directors pursuant to I.C.
23-1-37-12 (b) (2); or by Special Legal Counsel duly appointed pursuant to the
provisions of I.C. 23-1-37-12 (b) (3), shall be in the sole and absolute
discretion of such person or persons who are to make such determination.  If it
is determined and decided that such Permissive Indemnification should be given
in a specific situation, the authorization for such indemnification and a
determination of the amount thereof shall be made in accordance with the
procedures and requirements of I. C. 23-1-37-12 (c).  For purposes of this
Section 2, Permissive Indemnification shall be deemed to have been denied (i) if
a majority of any group of persons who are to decide the question do not vote in
favor of the proposed indemnification; (ii) if the Board of Directors or any 
committee thereof declines to take any permitted action to either decide the
question, refer it to a committee, or refer it to Special Legal Counsel; (iii)
if no decision is made by the person or persons who were to decide such question
within a period of six (6) months after such indemnification was first proposed
to the Board of Directors of the corporation; or (iv) to the extent that the
dollar amount of any indemnification to be made by the corporation is less than
the total dollar amount of indemnification proposed or requested to be made.  If
proposed

                                                                    Exhibit 3(b)
                                     - 71 -

Permissive Indemnification is denied, the question may not be reconsidered at
any subsequent time by the corporation.

Section 3 - Expenses incurred with respect to any claim, action, suit or
proceeding may be advanced by the corporation (by action of the Board of
Directors, whether or not a disinterested quorum exists) prior to the final
disposition thereof upon receipt of an undertaking by or on behalf of the 
recipient to repay such amount unless he is entitled to indemnification under
this Article of these By-laws.

Section 4 - The rights of mandatory and Permissive Indemnification provided in
this Article of the By-laws shall be in addition to any rights to which any such
person may otherwise be entitled by contract, as matter of law, or pursuant to
I.C. 23-1-37.  Any person claiming the right to indemnification pursuant to any
provisions of these By-laws may at any time apply for indemnification to or seek
review of any decision denying indemnification or determining the amount thereof
by a court pursuant to I.C. 23-1-37-11.  Persons who are not directors or
officers of the corporation but who are directors or officers of any subsidiary
may be indemnified to the extent authorized at any time or from time to time by
the Board of Directors.

Section 5 - Irrespective of the provisions of this Article of the By-laws, the
Board of Directors may, at any time or from time to time, approve
indemnification of directors and officers or other persons to the full extent
permitted by the provisions of the Indiana Business Corporation Law at the time
in effect, whether on account of past or future transactions.

Section 6 - To the extent not inconsistent with Indiana law as in effect from
time to time, the Board of Directors may, at any time or from time to time,
approve the purchase and maintenance of insurance on behalf of any person
described in the first sentence of Section 1 of this Article XIV against any
liability asserted against him in his capacity or arising out of his status as
such a person, whether or not the corporation would have the power to indemnify
him under the provisions of this Article of the By-laws.  In the event that any
expense or liability otherwise subject to indemnification hereunder is covered
entirely or in part by any insurance, the indemnification provided for by this
Article of these By-laws shall only be available, if at all, as to any uninsured
liability or expense or that portion which is in excess of the amount of all
available insurance coverage.  Under no circumstances shall any insurer or other
person making payment under such an insurance policy or contract be subrogated
to the

                                                                    Exhibit 3(b)
                                     - 72 -

rights of any person entitled to indemnification under this Article of these
By-laws.

Section 7 - Any and all references contained in Article XIV of these By-laws to
any provision, section, subsection or portion of the Indiana Code (I.C.) shall
mean the Indiana Code as the same existed on December 9, 1986, and no subsequent
amendment, repeal, modification, change, or judicial invalidation of any
provision of the Indiana Code subsequent to December 9, 1986, shall alter,
modify, or otherwise affect these By-laws, and these By-laws shall be construed
and interpreted under the statutory law of the State of Indiana as it existed as
of the date of adoption of these By-laws.

Section 8 - The indemnification herein required or permitted by these amended
indemnification By-laws shall be a contractual obligation, undertaking and
commitment of the corporation as to any person who either continued to serve or
commenced to serve, following the date of the adoption of these amended
indemnification By-laws, as a director or officer of this corporation or any
subsidiary of this corporation, or in any other position or capacity, at the
request of this corporation or any subsidiary corporation, on any committee,
partnership, association, trust, foundation, not-for-profit corporation,
employee benefit, plan, or other organization or entity, and no subsequent
amendment or repeal of these By-laws and no judicial decision invalidating the
legislation authorizing the indemnification provided for by these By-laws or
invalidating all or any part of these indemnification By-laws shall in any
manner deny, diminish, limit, restrict, or qualify the indemnification herein
provided for, for any such person who so continued to serve or commenced to
serve with regard to any claim concerning any matter which occurred, which
commenced to occur, or which continued to occur subsequent to the adoption of
these amended indemnification By-laws and prior to any such amendment, repeal,
or judicial invalidation.

                                                                    Exhibit 3(b)
                                     - 73 -

ARTICLE XV:  REGULATION OF SHAREHOLDERS

     Section 1 - Election not to be governed by Chapter 42 (Control Share
     Acquisitions) of 1986 Indiana Business Corporation Law.  This Corporation,
     having filed with the Indiana Secretary of State on August 18, 1986, its
     resolution electing to be governed by the Indiana Business Corporation Law,
     I.C. 23-1-18 through I.C. 23-1-54, effective September 15, 1986, now
     elects, pursuant to the provisions of I.C. 23-1-42-5, not to be governed by
     the provisions of Chapter 42 of the 1986 Indiana Business of Corporation
     Law (I.C. 23-1-42), the same being Section 26 of House Enrolled Act No.
     1257 as enacted by the General Assembly of the State of Indiana at the
     Second Regular Session of the 104th General Assembly.

     Section 2 - Election not to be governed by Chapter 43 [Five-Year Freeze
     (Business Combinations) provisions] of the 1986 Indiana Business
     Corporation Law.  This Corporation, having filed with the Indiana Secretary
     of State on August 18, 1986, its resolution electing to be governed by the
     Indiana Business Corporation Law, I.C. 23-1-18 through I.C. 23-1-54,
     effective September 15, 1986, now, within 30 days of the effective date of
     such new law and pursuant to the provisions of I.C. 23-1-43-22 (B), hereby
     expressly elects not to be governed by the provisions of Chapter 43 of the
     1986 Indiana Business Corporation Law (I.C. 23-1-43), the same being
     Section 27 of House Enrolled Act No. 1257 as enacted by the General
     Assembly of the State of Indiana at the Second Regular Session of the 104th
     General Assembly.

ARTICLE XVI:  MISCELLANEOUS

     Section 1 - Depositories:  The funds of the corporation shall be deposited
     in the name of the corporation with such depositories as may be designated
     by the Board of Directors.

ARTICLE XVII:  AMENDMENTS

     Section 1 - These By-laws may be altered, amended or repealed by a majority
     vote of the whole Board of Directors at any meeting, the notice of which
     includes notice of the proposed alteration, amendment or repeal.


                                                                    Exhibit 3(b)
                                     - 74 -