Exhibit 3.2

               Amendment to the Restated Articles of Incorporation


     RESOLVED:  That the Restated Articles of Incorporation of this corporation
be amended by substituting the following for Restated Article R-VI thereof:

     RESTATED ARTICLE R-VI

     1.   A director of the corporation shall not be personally liable to
          the corporation or its shareholders for monetary damages for
          breach of fiduciary duty as a director, except for liability (i)
          for any breach of the director's duty of loyalty to the
          corporation or its shareholders, (ii) for acts or omissions not
          in good faith or that involve intentional misconduct or a knowing
          violation of law, (iii) under Section 8.65 of the Illinois
          Business Corporation Act, or (iv) for any transaction from which
          the director derived an improper personal benefit; provided that
          the foregoing provision shall not eliminate or limit the
          liability of a director for any act or omission occurring before
          the date this provision became effective.

     2.   Any person who was or is a party, or is threatened to be made a
          party to any threatened, pending or completed action, suit or
          proceeding, whether civil, criminal, administrative or
          investigative, by reason of the fact that he or she is or was a
          director, officer, employee or agent of the corporation, or who
          is or was serving at the request of the corporation as a
          director, officer, employee or agent of another corporation,
          partnership, joint venture, trust or other enterprise, shall, in
          the case of persons who are or were directors or officers of the
          corporation, and may, as to such other persons, be indemnified
          (and the corporation shall, in the case of persons who are or
          were directors or officers of the corporation, and may, as to
          such other persons, advance expenses incurred in defending such
          actions, suits or proceedings) to the fullest extent now or
          hereafter permitted by law.

     3.   The foregoing right of indemnification and advancement of
          expenses shall not be deemed exclusive of any other rights to
          which those seeking indemnification or advancement of expenses
          may be entitled under any bylaw, agreement, vote of shareholders
          or disinterested directors or otherwise.