8-K

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                                    FORM 8-K




                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549



                                 CURRENT REPORT



                      PURSUANT TO SECTION 13 OR 15 (D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934



                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
                                 APRIL 20, 1995


                           FREYMILLER TRUCKING, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


       OKLAHOMA                        015503                 73-1016728
(STATE OR OTHER JURISDICTION         (COMMISSION             (IRS EMPLOYER
OF INCORPORATION)                    FILE NUMBER)          IDENTIFICATION NO.)


                             8621 NORTH ROCKWELL
                           OKLAHOMA CITY, OKLAHOMA                 73132
                 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)        (ZIP CODE)
 


              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (405) 720-6555
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ITEM 3.  BANKRUPTCY OR RECEIVERSHIP.

                 On April 20, 1995, Freymiller Trucking, Inc., an Indiana
corporation (the "Company"), filed with the United States Bankruptcy Court for
the Western District of Oklahoma a voluntary petition under Chapter 11 of the
United States Bankruptcy Code.  Pursuant to such proceedings, the Board of
Directors and officers of the Company are in possession of, and are conducting,
the Company's business as debtor-in-possession, subject to the provisions of
the Bankruptcy Code, the orders of the United States Bankruptcy Court as
necessary, and the general supervision of the United States Bankruptcy Trustee.
A plan of reorganization has not yet been presented to, or approved by, the
court.

                 Management of the Company explored many alternatives to
improve the financial condition of the Company, but finally concluded that the
only realistic alternative to protect the going concern value of the Company
was to seek protection under Chapter 11 of the Bankruptcy Code.  Following
discussions with the Board of Directors concerning the Company's financial
situation and the potential bankruptcy proceedings, four of the Company's
directors elected to resign from the Board.  The Company's sole remaining
director is Don H. Freymiller, the Chairman of the Board, President and Chief
Executive Officer of the Company.  In connection with such resignations, the
Bylaws of the Company were amended to provide that the authorized number of
directors of the Company shall be one (1) until such time as the Bylaws are
further amended by the Board to increase this number.  The commencement of
bankruptcy proceedings has not otherwise presently affected the composition of
the Company's senior management.  Although changes may occur in the composition
of the Company's management team in the future, the Company cannot determine at
this time the precise nature of any such changes.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

                 The following exhibit is filed as a part of this Report:

3.1              Restated Bylaws of the Company, as amended.




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                                   SIGNATURES


                 Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       FREYMILLER TRUCKING, INC.


                                       By:      /S/ RICHARD E. KUEHN
                                              Richard E. Kuehn,
                                              Executive Vice President - Finance
                                              and Chief Financial Officer

Date:  April 28, 1995

EX-3.1

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                                  EXHIBIT 3.1
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                                AMENDMENT TO THE
                               RESTATED BYLAWS OF
                           FREYMILLER TRUCKING, INC.

                                 APRIL 19, 1995

         The first sentence of Section 2.1 of the Restated Bylaws of Freymiller
Trucking, Inc., an Indiana corporation (the "Corporation"), was amended,
effective April 19, 1995, by the Board of Directors of the Corporation to read
in its entirety as follows:

                 "The business and affairs of the Corporation shall be managed
                 under the direction of a Board of Directors consisting of one
                 (1) Director."
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                                RESTATED BY-LAWS

                                       OF

                           FREYMILLER TRUCKING, INC.

                     (AS AMENDED AND RESTATED MARCH 3, 1987
                         AND AMENDED APRIL 9, 1987 AND
                          MAY 5, 1987 AND MAY 6, 1987)

                                   ARTICLE I

                            MEETINGS OF SHAREHOLDERS

         SECTION 1.1.  ANNUAL MEETINGS.  Commencing in 1988, annual meetings of
the shareholders of the Corporation shall be held on the second Tuesday of June
of each year, 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
designation, the meeting shall be held 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 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 by the Board of Directors or the
Chairman of the Board and shall be called by the Board of Directors if the
Secretary receives written, dated and signed demands for a special meeting,
describing in reasonable detail the purpose or purposes for which it is to be
held, from the holders of shares representing at least ten percent (10%) of all
votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting.  If the secretary receives one (1) or more proper
written demands for a special meeting of shareholders, the Board of Directors
may set a record date for determining shareholders entitled to make such
demand.  The Board of Directors or the Chairman of the Board, as the case may
be, calling a special meeting of shareholders shall set the date, time and
place of such meeting, which may be held within or without the State of
Indiana.

         SECTION 1.3.  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.  In the
event of a special meeting of shareholders required to be called as the result
of a demand therefor made by shareholders, such notice shall be given no later
than the sixtieth (60th) day after the Corporation's receipt of the demand
requiring the meeting to be called.  Notice of shareholders' meetings, if
mailed, shall be mailed, postage prepaid, to each shareholder at his address
shown in the Corporation's current record of shareholders.
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         A shareholder or his 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
his 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 his proxy
objects to considering the matter when it is presented.  Each shareholder who
has in the manner 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 1.4.  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 the shareholders and is outstanding at the time of and represented
in person or by proxy at the annual or special meeting, shall entitled the
record holder thereof, or his proxy, to one (1) vote on each matter voted on at
the meeting.

         SECTION 1.5.  QUORUM.  Unless the Corporation's Restated Articles of
Incorporation or the Indiana Business Corporation Law provide 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 1.6.  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 1.7.  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





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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 1.8.  PROXIES.  A shareholder may vote his shares 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 1.9.  REMOVAL OF DIRECTORS.  Any or all of the members of the
Board of Directors may be removed, with or without cause, only at a meeting of
the shareholders called expressly for that purpose, by a vote of the holders of
shares representing a majority of the votes then entitled to be cast at an
election of Directors.

         SECTION 1.10.  WRITTEN CONSENTS.  Any action required or permitted to
be taken at a shareholders' meeting may be taken without a meeting if the
action is taken by all the shareholders entitled to vote on the action.  The
action must be evidenced by one (1) or more written consents describing the
action taken, signed by all the shareholders entitled to vote on the action,
and delivered to the Corporation for inclusion in the minutes or filing with
the corporate records.  Action taken under this Section 1.10 is effective when
the last shareholder signs the consent, unless the consent specifies a
different prior or subsequent effective date, in which case the action is
effective on or as of the specified date.  Such consent shall have the same
effect as a unanimous vote of all shareholders and may be described as such in
any document.

         SECTION 1.11.  PARTICIPATION BY CONFERENCE TELEPHONE.  The Chairman of
the Board or the Board of Directors may permit any or all shareholders to
participate in an annual or special meeting of shareholders by, or through the
use of, any means of communication, such as conference telephone, by which all
shareholders participating may simultaneously hear each other during the
meeting.  A shareholder participating in a meeting by such means shall be
deemed to be present in person at the meeting.





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                                   ARTICLE II

                                   DIRECTORS

         SECTION 2.1.  NUMBER AND TERMS.  The business and affairs of the
Corporation shall be managed under the direction of a Board of Directors
consisting of five (5) Directors.

         Each Director shall be elected for a term of office to expire at the
annual meeting of shareholders next following his election.

         Despite the expiration of a Director's term, the Director shall
continue to serve until his successor is elected and qualified, or until the
earlier of his death, resignation, disqualification or removal, or until there
is a decrease in the number of Directors.  Any vacancy occurring in the Board
of Directors, from whatever cause arising, 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); provided, however, that if such vacancy or
vacancies leave the Board of Directors with no members or if the remaining
members of the Board are unable to agree upon a successor or determine not to
select a successor, such vacancy may be filled by a vote of the shareholders at
a special meeting called for that purpose or at the next annual meeting of
shareholders.  The term of a Director elected or selected to fill a vacancy
shall expire at the end of the term for which such Director's predecessor was
elected.

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

         SECTION 2.2.  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.  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 2.3.  ANNUAL AND REGULAR MEETINGS.  The Board of Directors
shall meet annually, without notice, immediately following the annual meeting
of the shareholders, for the purpose of transacting such business as properly
may come before the meeting.  Other regular meetings of the Board of Directors,
in addition to said annual meeting, shall be held on such dates, at such times
and at such places as shall be fixed by resolution adopted by the Board of
Directors and specified in a notice of each such regular meeting, or otherwise
communicated to the Directors.  The Board of Directors may at any time alter
the date for the next regular meeting of the Board of Directors.

         SECTION 2.4.  SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be called by any member of the Board of 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





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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 2.5.  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
2.5 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 2.5 shall have the same effect as a unanimous vote of all members
of the Board and may be described as such in any document.

         SECTION 2.6.  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 2.7.  COMMITTEES.         (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 of 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, each committee may exercise all of the
authority of the Board of Directors: provided, however, that a committee may
not:

         (1) authorize dividends or other distributions, except a committee (or
         an executive officer of the Corporation) may authorize or approve a
         reacquisition of shares or other distribution if done according to a
         formula or method, or within a range, prescribed by the Board of
         Directors;

         (2)  approve or propose to shareholders action that is required to be
         approved by shareholders;





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         (3)  fill vacancies on the Board of Directors or on any of its
         committees;

         (4)  amend the Corporation's Restated Articles of Incorporation under
         IC 23-1-38-2;

         (5)  adopt, amend, repeal, or waive provisions of these By-Laws;

         (6)  approve a plan of merger not requiring shareholder approval; or

         (7)  authorize or approve the issuance or sale or a contract for sale
         of shares, or determine the designation and relative rights,
         preferences and limitations of a class or series of shares, except the
         Board of Directors may authorize a committee (or an executive officer
         of the Corporation) to take action described in this subdivision
         within limits prescribed by the Board of Directors.

         (c) Except to the extent inconsistent with the resolutions creating a
committee, Sections 2.1 through 2.6 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.


                                  ARTICLE III

                                    OFFICERS

         SECTION 3.1.  DESIGNATION, SELECTION AND TERMS.  The officers of the
Corporation shall consist of the Chairman of the Board, the President, the Vice
President-Operations, the Treasurer and the Secretary.  The Board of Directors
may also elect other Vice Presidents, Assistant Secretaries, Assistant
Treasurers, Controller, Assistant Controllers, and such other officers or
assistant officers as it may from time to time determine by resolution creating
the office and defining the duties thereof.  In addition, the Chairman of the
Board or the President may, by a certificate of appointment creating the office
and defining the duties thereof delivered to the Secretary for inclusion with
the corporate records, from time to time create and appoint such assistant
officers as they deem desirable.  The officers of the Corporation shall be
elected by the Board of Directors (or appointed by the Chairman of the Board or
the President as provided above) and need not be selected from among the
members of the Board of Directors, except for the Chairman of the Board and the
President who shall be members of the Board of Directors.  Any two (2) or more
offices may be held by the same person.  All officers shall serve at the
pleasure of the Board of Directors and, with respect to officers appointed by
the Chairman of the Board or the President, also at the pleasure of such
officers.  The election or appointment of an officer does not itself create
contract rights.

         SECTION 3.2.  REMOVAL.  The Board of Directors may remove any officer
at any time with or without cause.  An officer appointed by the Chairman of the
Board or the President may also  be removed at any time, with or without cause
by either of such officers.  Vacancies in





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such offices, however occurring, may be filled by the Board of Directors at any
meeting of the Board of Directors or by appointment by the Chairman of the
Board or the President, to the extent provided in Section 3.1 of these By-Laws.

         SECTION 3.3.  CHAIRMAN OF THE BOARD.  The Chairman of the Board shall
be the chief executive principal policy- making officer of the Corporation.
Subject to the authority of the Board of Directors, he shall formulate the
major policies to be pursued in the administration of the Corporation's
affairs.  He shall study and make reports and recommendations to the Board of
Directors with respect to major problems and activities of the Corporation and
shall see that the established policies are placed into effect and carried out
under the direction of the President.  The Chairman of the Board shall, if
present, preside at all meetings of the shareholders and of the Board of
Directors.

         SECTION 3.4.  PRESIDENT.  Subject to the provisions of Section 3.3,
the President shall be the chief operating officer of the Corporation, shall
exercise the powers and perform the duties which ordinarily appertain to that
office and shall manage and operate the business and affairs of the Corporation
in conformity with the policies established by the Board of Directors and by
the Chairman of the Board, or as may be provided for in these By-Laws.  In
connection with the performance of his duties, he shall keep the Chairman of
the Board fully informed as to all phases of he Corporation's activities.  In
the absence of the Chairman of the Board, the President shall preside at
meetings of the shareholders and of the Board of Directors.

         SECTION 3.5.  VICE PRESIDENT-OPERATIONS.  The Vice
President-Operations shall assist the President in the management and operation
of the business of the Corporation and shall perform all of the duties
customary to that office.  He shall be subject to the supervision and direction
of the Chairman of the Board and the President, and shall have and perform such
powers and duties as the Board of Directors may, from time to time, prescribe
and as the Chairman of the Board or the President may, from time to time,
delegate to him.

         SECTION 3.6.  VICE PRESIDENTS.  Each Vice President shall have such
powers and perform such duties as the Board of Directors may, from time to
time, prescribe and as the Chairman of the Board or the President may, from
time to time, delegate to him.

         SECTION 3.7.  TREASURER.  The Treasurer shall perform all of the
duties customary to that office, including the duty of supervising the keeping
of the records of the receipts and disbursements of the Corporation.  He shall
submit to the Board of Directors at such times as the Board may require full
statements showing in detail the financial condition and affairs of the
Corporation.  Unless another officer or officers of the Corporation are so
designated by the Board of Directors, he shall be the principal financial
officer and the principal accounting officer of the Corporation.  He shall also
be responsible for causing the Corporation to furnish financial statements to
its shareholders pursuant to IC 23-1-53-1.

         SECTION 3.8.  ASSISTANT TREASURER.  In the absence or inability of the
Treasurer, the Assistant Treasurer, if any, shall perform only such duties as
are specifically assigned to him,





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in writing, by the Board of Directors, the Chairman of the Board, the
President, any Vice President or the Treasurer.

         SECTION 3.9.  SECRETARY.  The Secretary shall be the custodian of the
books, papers and records of the Corporation and of its corporate seal, if any,
and shall be responsible for seeing that the Corporation maintains the records
required by IC 23-1-52-1 (other than accounting records) and that the
Corporation files with the Indiana Secretary of State the annual report
required by IC 23-1-53-3.  The Secretary shall be responsible for preparing
minutes of the meetings of the shareholders and of the Board of Directors and
for authenticating records of the Corporation, and he shall perform all of the
other duties usual in the office of the Secretary of the Corporation.

         SECTION 3.10.  ASSISTANT SECRETARY.  In the absence or inability of the
Secretary, the Assistant Secretary, if any, shall perform only such duties as
are provided herein or specifically assigned to him, in writing, by the Board
of Directors, the Chairman of the Board, the President or the Secretary.

         SECTION 3.11.  SALARY.  The Board of Directors may, at its discretion,
from time to time, fix the salary of any officer by resolution included in the
minute book of the Corporation.


                                   ARTICLE IV

                                     CHECKS

         All checks, drafts or other orders for payment of money shall be
signed in the name of the Corporation by such officers or persons as shall be
designated from time to time by resolution adopted by the Board of Directors
and included in the minute book of the Corporation; and in the absence of such
designation, such checks, drafts or other orders for payment shall be signed by
either the Chairman of the Board or the President.


                                   ARTICLE V

                                     LOANS

         Such of the officers of the Corporation as shall be designated from
time to time by resolution adopted by the Board of Directors and included in
the minute book of the Corporation  shall have the power, with such limitations
thereon as may be fixed by the Board of Directors, to borrow money in the
Corporation's behalf, to establish credit, to discount bills and papers, to
pledge collateral and to execute such notes, bonds, debentures or other
evidences of indebtedness, and such mortgages, trust indentures and other
instruments in connection therewith, as may be authorized from time to time by
such Board of Directors.





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                                   ARTICLE VI

                             EXECUTION OF DOCUMENTS

         The Chairman of the Board or the President may, in the Corporation's
name, sign all deeds, leases, contracts or similar documents that may be
authorized by the Board of Directors unless otherwise directed by the Board of
Directors or otherwise provided herein or in the Corporation's Restated
Articles of Incorporation, or as otherwise required by law.


                                  ARTICLE VII

                                     STOCK

         SECTION 7.1.  EXECUTION.  Certificates for shares of the capital stock
of the Corporation shall be signed by the Chairman of the Board or the
President and by the Secretary and the seal of the Corporation (or a facsimile
thereof), if any, may be thereto affixed.  Where any such certificate is also
signed by a transfer agent or a registrar, or both, the signatures of the
officers of the Corporation may be facsimiles.  The Corporation may issue and
deliver any such certificate notwithstanding that any such officer who shall
have signed, or whose facsimile signature shall have been imprinted on, such
certificate shall have ceased to be such officer.

         SECTION 7.2.  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.

         SECTION 7.3.  TRANSFERS.  Except as otherwise provided by law or by
resolution of the Board of Directors, transfers of shares of the capital stock
of the Corporation shall be made only on the books of the Corporation by the
holder thereof in person or by duly authorized attorney, on payment of all
taxes thereon and surrender for cancellation of the certificate or certificates
for such shares (except as hereinafter provided in the case of loss,
destruction or mutilation of certificates) properly endorsed by the holder
thereof or accompanied by the proper evidence of succession, assignment or
authority to transfer, and delivered to the Secretary or an Assistant
Secretary.

         SECTION 7.4.  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 at 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





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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 7.5.  TRANSFER AGENTS AND REGISTRARS.  The Board of Directors
may appoint one or more transfer agents and one or more registrars and may
require each stock certificate to bear the signature of either or both.

         SECTION 7.6.  LOSS, DESTRUCTION OR MUTILATION OF CERTIFICATES.  The
holder of any 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 him 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 his
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 7.7.  FORM OF CERTIFICATES.  The form of the certificates for
shares of the capital stock of the Corporation shall conform to the
requirements of Section 7.2 of these By-Laws and be in such printed form as
shall from time to time be approved by resolution of the Board of Directors.


                                  ARTICLE VIII

                                      SEAL

         The corporate seal of the Corporation shall, if the Corporation elects
to have one, be in the form of a disc, with the name of the Corporation and
"INDIANA" on the periphery thereof and the word "SEAL" in the center.





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                                   ARTICLE IX

                                 MISCELLANEOUS

         SECTION 9.1.  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 9.2.  FISCAL YEAR.  The fiscal year of the Corporation shall
end on the 31st of December of each year.

         SECTION 9.3.  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 any time, except as otherwise required by the Corporation's
Restated Articles of Incorporation or by the Indiana Business Corporation Law.

         SECTION 9.4.  DEFINITION OF ARTICLES OF INCORPORATION.  The terms
"Articles of Incorporation" or "Restated Articles of Incorporation" as used in
these By-Laws mean the Amended or Restated Articles of Incorporation of the
Corporation as from time to time are in effect.

         SECTION 9.5.  FIVE-YEAR FREEZE STATUTE NOT APPLICABLE TO THE
CORPORATION.  The provisions of IC 23-1-43 do not apply to the Corporation.

         SECTION 9.6.  CONTROL SHARE ACQUISITION STATUTE NOT APPLICABLE TO THE
CORPORATION.  The provisions of the IC 23-1-42 shall not apply to the
acquisition of the shares of the Corporation.





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