EXHIBIT 3b.

                                     BY-LAWS
                                       OF
                           WINNEBAGO INDUSTRIES, INC.

                                   AS AMENDED


                               ARTICLE I. OFFICES

         The principal office of the Corporation in the State of Iowa, shall be
located in the City of Forest City, County of Winnebago, State of Iowa.

         The Corporation may have such other offices, either within or without
of the State of Iowa, as the Board of Directors may designate or as the business
of the Corporation may require from time to time.

                            ARTICLE II. SHAREHOLDERS

Section 1.    Annual Meeting

         The Annual Meeting of the Shareholders shall be held on a date in the
month of January of each year, commencing with the January, 1999 meeting, to be
annually set by the Board of Directors with written notice thereof to be given
not less than ten (10) days prior thereto by the Secretary, to be held in Forest
City, Iowa, at such place as may be designated by the Board of Directors, for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting.

Section 2.    Notice of Shareholder Business and Nominations

         (1) Nominations of persons for election to the Board of Directors of
the Corporation and the proposal of business to be considered by the
shareholders may be made at an annual meeting of shareholders (a) pursuant to
the Corporation's notice of meeting, (b) by or at the direction of the Board of
Directors or (c) by any shareholder of the Corporation who was a shareholder of
record at the time of giving of notice provided for in this Section 2 who is
entitled to vote at the meeting and who complies with the notice procedures set
forth in this Section 2.

         (2) For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (c) of Section 2(1) of these
By-Laws, the shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation and such other business must otherwise be a proper
matter for shareholder action. To be timely, a shareholder's notice shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the 90th day nor earlier than the close
of business on the 120th day prior to the first anniversary of the preceding
year's annual meeting of shareholders; provided, however, that in the event that
the date of the annual meeting to which such shareholder's notice relates is
more than 30 days before or more than 60 days after such anniversary date,
notice by the shareholder to be timely must be so delivered not earlier than the
close of business on the 120th day prior to such annual meeting and not later
than the close of business on the later of the 90th day prior to such annual
meeting or the 10th day following the day on which public announcement of the
date of such annual meeting is first made by the Corporation. In no event shall
the public announcement of an adjournment of an annual meeting commence a new
time period for the giving of a shareholder's notice as described above. Such
shareholder's notice shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise




required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934 as amended (the "Exchange Act") and Rule 14a-11 thereunder
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); (b) as to any other
business that the shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such shareholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the shareholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such shareholder, as they appear on the
Corporation's books, and of such beneficial owner and (ii) the class and number
of shares of the Corporation which are owned beneficially and of record by such
shareholder and such beneficial owner.

                         ARTICLE III. BOARD OF DIRECTORS

Section 1.    General Powers

         The business and affairs of this Corporation shall be managed by its
Board of Directors.

Section 2.    Number, Tenure and Qualifications

         The number of directors constituting the Board of Directors of the
Corporation shall be not more than fifteen (15) and not less than three (3), the
precise number to be determined by resolution of the Board of Directors from
time to time. Effective with the election of the directors at the annual meeting
of shareholders to be held in 2000, the directors shall be classified, with
respect to the time for which they severally hold office, into three classes, as
nearly equal in number as possible, with the Board of Directors consisting of
eight (8) members existing at the time of the annual meeting of shareholders to
be held in 2000 to be classified as follows: Two directors to hold office
initially for a term expiring at the annual meeting of shareholders to be held
in 2001, three directors to hold office initially for a term expiring at the
annual meeting of shareholders to be held in 2002, and three directors to hold
office initially for a term expiring at the annual meeting of shareholders to be
held in 2003, with the respective members of each class to hold office until
their respective successors are elected and qualified. At each annual meeting of
shareholders commencing with the annual meeting in 2001, the successors to the
class of directors whose term then expires shall be elected to serve a
three-year term and until their successors are duly elected and qualified. No
decrease in the number of directors shall have the effect of shortening the
terms of any incumbent director. Any increase or decrease in the number of
directors shall be apportioned among the classes so as to make all classes as
nearly equal in number as possible.

Section 3.    Regular Meetings

         The regular meeting of the Board of Directors shall be held without
other notice than these By-Laws, immediately after, and at the same place as,
the Annual Meeting of the Shareholders. The Board of Directors may provide, by
resolution, the time and place, either within or without the State of Iowa, for
the holding of additional regular meetings without other notice than such
resolution.

Section 4.    Special Meetings

         Special meetings of the Board of Directors may be called by or at the
request of the President or any one director. The persons or person authorized
to call special meetings of the Board of Directors may fix the time for holding
any special meetings of the Board of Directors so called, but the place shall be
the same as the regular meeting place unless another place is unanimously agreed
upon at the time and ratified by appropriate resolution.




Section 5.    Notice of Meetings

         Notice of any special meeting of the Board of Directors shall be given
at least five (5) days previously thereto by written notice delivered personally
or mailed to each director at his business address, or by telegram. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail so addressed, with sufficient postage thereon prepaid. If notice be given
by telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company; any director may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
expressed purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.

Section 6.    Committees

         The Board of Directors may, by resolution adopted by a majority of the
whole board, designate from among its members an Executive Committee and one or
more other committees. Any such committee, to the extent provided in the
resolution, shall have and may exercise all the authority of the Board of
Directors; provided, however, that no such committee shall have such authority
in reference to any matter for which such authority is specifically reserved to
the full Board of Directors by the terms of the Iowa Business Corporation Act,
as amended. Each such committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                              ARTICLE IV. OFFICERS

Section 1.    Number

         The officers of the Corporation shall be a President, Vice President, a
Secretary and a Treasurer. Such other officers, assistant officers and acting
officers as may be deemed necessary, may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person if so
nominated and elected.

Section 2.    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 conveniently may be. The officers of the Corporation
shall hold office until their successors are chosen and qualify or until their
death or resignation. Any officer elected by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the Board of
Directors in office. Any vacancy occurring in any office in the Corporation
shall be filled by the Board of Directors.

                             ARTICLE V. FISCAL YEAR

         The fiscal year of this Corporation shall begin on the 1st day of
September and end on the last day of August, in each year.

                             ARTICLE VI. AMENDMENTS

         These By-Laws may be altered, amended or repealed and new By-Laws may
be adopted by the Board of Directors at any regular or special meeting of the
Board of Directors.




                          PROPOSED AMENDMENT TO BY-LAWS
                                       OF
                           WINNEBAGO INDUSTRIES, INC.


Article III, Section 2 of the By-Laws currently reads as follows:

     "Section 2.  Number, Tenure and Qualifications

           The number of directors constituting the Board of Directors of the
Corporation shall be eight (8) until increased or decreased by proper amendment
thereto. Each director shall hold office until the next annual meeting of the
shareholders and until his successor shall have been elected and qualified.
Directors need not be residents of the State of Iowa nor shareholders of the
Corporation."


Proposed new Article III, Section 2:

     "Section 2.  Number, Tenure and Qualifications

           The number of directors constituting the Board of Directors of the
Corporation shall be not more than fifteen (15) and not less than three (3), the
precise number to be determined by resolution of the Board of Directors from
time to time. Effective with the election of the directors at the annual meeting
of shareholders to be held in 2000, the directors shall be classified, with
respect to the time for which they severally hold office, into three classes, as
nearly equal in number as possible, with the Board of Directors consisting of
eight (8) members existing at the time of the annual meeting of shareholders to
be held in 2000 to be classified as follows: Two directors to hold office
initially for a term expiring at the annual meeting of shareholders to be held
in 2001, three directors to hold office initially for a term expiring at the
annual meeting of shareholders to be held in 2002, and three directors to hold
office initially for a term expiring at the annual meeting of shareholders to be
held in 2003, with the respective members of each class to hold office until
their respective successors are elected and qualified. At each annual meeting of
shareholders commencing with the annual meeting in 2001, the successors to the
class of directors whose term then expires shall be elected to serve a
three-year term and until their successors are duly elected and qualified. No
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director. Any increase or decrease in the number of directors
shall be apportioned among the classes so as to make all classes as nearly equal
in number as possible."