SKYLINE CORP
10-Q, 1994-04-12
MOBILE HOMES
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<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION


                          WASHINGTON,  D.C.      20549

                                   FORM 10-Q

                  Quarterly Report Under Section 13 or 15 (d)

                     of the Securities Exchange Act of 1934


                    For the Quarter Ended February 28, 1994

                           Commission File No. 1-4714



                              SKYLINE CORPORATION

             (Exact name of registrant as specified in its charter)


           INDIANA                             35-1038277     
  (State of Incorporation)          (IRS Employer Identification No.)  


      P. O. Box 743,     2520 By-Pass Road    Elkhart, IN    46515    
           (Address of principal executive offices)          (Zip)    



                      294-6521                   (219)

                  (Registrant's telephone number)  (Area Code)


    Indicate by check mark whether the registrant (1) has filed
    all reports required to be filed by Section 13 or 15 (d) of
    the Securities Exchange Act of 1934 during the preceding 12
    months (or for such shorter period that the registrant was
    required to file such reports), and (2) has been subject to
    such filing requirements for the past 90 days.
    
                                                Yes  X    No     
    
    
    Securities registered pursuant to Section 12(b) of the Act:
    
                                        Shares Outstanding
                                       
               Title of Class             April 12 1994    
    
                Common stock                11,217,144
        <PAGE>
                            SKYLINE CORPORATION
    
                         Form 10-Q Quarterly Report
    
                                   INDEX
    
                                                                 
    
    Part I.    Financial Information
    
      Item 1.  Financial Statements:
                  Condensed Consolidated Balance Sheets as of       
                     February 28, 1994 and May 31, 1993
    
                  Consolidated Statements of Earnings and              
                     Retained Earnings for the three and 
                     nine month periods ended February 28,      
                     1994 and 1993
        
                  Consolidated Statements of Cash Flows        
                     for the nine month periods ended
                     February 28, 1994 and 1993
                     
                  Notes to the Consolidated Financial        
                     Statements                                     
    
                  Report of Independent Accountants
    
      Item 2.     Management's Discussion and Analysis       
                     of Financial Condition and Results 
                     of Operations                                  
    
    Part II.      Other Information
    
      Item 1.     Legal Proceedings
    
      Item 6.     Exhibits and Reports on Form 8-K
    
      Signatures                                   
        <PAGE>
                  Skyline Corporation and Subsidiary Companies
                     Condensed Consolidated Balance Sheets

(Dollars in thousands)

ASSETS                             February 28, 1994   May 31, 1993   
                                          (Unaudited)

Current Assets:
   Cash and temporary cash investments      $  10,625        $   8,787
   Treasury Bills, at cost plus accrued
    interest                                    1,989            4,885
   Accounts receivable, net                    43,546           40,736
   Inventories                                 22,838           10,724
   Other current assets and prepaid
    income taxes                                5,208            3,017 
                                                                
       Total current assets                    84,206           68,149  

Investments in U.S. Treasury Notes             89,909           90,197
Property, Plant and Equipment, at Cost:
   Land                                         3,848            3,651
   Buildings and improvements                  45,195           42,158
   Machinery and equipment                     19,741           18,641 
                                               68,784           64,450
  
   Less accumulated depreciation               39,418           37,318 

                                               29,366           27,132    
 
Other Assets                                    2,591            3,033 
  
                                            $ 206,072        $ 188,511    
                                                                      
  
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   Accounts payable, trade                  $  14,470        $   9,672    
   Accrued liabilities                         21,758           14,175
   Income taxes                                     -              890
  
      Total current liabilities                36,228           24,737 

Other Deferred Liabilities                      2,339            1,945
Commitments and Contingencies                       -                -

Shareholders' Equity:
   Common stock                                   312              312    
   Additional paid-in capital                   4,928            4,928    
   Retained earnings                          162,265          156,589  
      
   Total shareholders' equity                 167,505          161,829

                                            $ 206,072        $ 188,511
                                                                      

The accompanying notes are a part of the consolidated financial statements.
<PAGE>
                   Skyline Corporation and Subsidiary Companies
           Consolidated Statements of Earnings and Retained Earnings
     For the Three and Nine Month Periods Ended February 28, 1994 and 1993.
                                   (Unaudited)
(Dollars in thousands except per share data)

                               Three Months Ended         Nine Months Ended
                                   February 28               February 28      
                               1994         1993          1994        1993   
Manufactured housing sales  $  99,870    $  81,580     $ 321,143   $ 264,524
Recreational vehicle sales     30,862       28,791        91,067      89,167
   Total sales                130,732      110,371       412,210     353,691
Cost of sales                 111,435       94,833       349,200     302,818
   Gross profit                19,297       15,538        63,010      50,873
Selling & administrative       
 expenses                      16,687       14,475        51,347      44,286
   Operating earnings           2,610        1,063        11,663       6,587
Interest income                 1,438        1,329         4,354       4,307
Gain on sale of property
 plant and equipment                -            -            10         746
   Earnings before income
     taxes and cumulative
     effect of accounting
     change                     4,048        2,392        16,027      11,640
Provision for income taxes:
   Federal                      1,335          770         5,235       3,745
   State                          273          150         1,078         740
                                1,608          920         6,313       4,485
Earnings before cumulative
 effect of accounting change    2,440        1,472         9,714       7,155
Cumulative effect of accoun-
 ting change                        -            -             -        (370)

Net earnings                    2,440        1,472         9,714       6,785

Retained earnings, begin- 
 ning of period               161,171      154,653       156,589     152,032
                              163,611      156,125       166,303     158,817
   Less cash dividends paid     1,346        1,346         4,038       4,038
Retained earnings,
 end of period              $ 162,265    $ 154,779     $ 162,265   $ 154,779
                                                                            

Earnings per share before
 cumulative effect of accoun-
 ting change                     $.22         $.13          $.87        $.64   
Cumulative effect per share of
 accounting change                  -            -             -        (.03)
Net earnings per share     $.22         $.13          $.87        $.61
                                                                            
Cash dividends per share   $.12         $.12          $.36        $.36
                                                                            

Common shares outstanding  11,217,144   11,217,144    11,217,144  11,217,144
The accompanying notes are a part of the consolidated financial statements. 
<PAGE>
              Skyline Corporation and Subsidiary Companies
                 Consolidated Statements of Cash Flows
       For the nine month periods ended February 28,1994 and 1993
                      Increase (decrease) in Cash 
                              (Unaudited)

(Dollars in Thousands)
                                                     1994        1993     
                                                                          
Cash Flows From Operating Activities:
  Net earnings                                    $  9,714    $  6,785    
  
  Adjustments to reconcile net earnings to
  net cash provided by operating activities:
   Interest income earned on U.S. Treasury Bills
     and Notes                                      (4,142)     (4,164)   
   Cumulative effect of accounting change                -         370    
   Depreciation                                      2,103       1,983    
   Amortization of discount or premium on
     U.S. Treasury Notes                                16          16
   Gain on sale of property, plant and 
     equipment                                         (10)       (746)
   Working Capital Items:
     Accounts receivable                            (2,810)     (8,871)   
     Inventories                                   (12,114)    (11,984)
     Other current assets and income taxes          (2,191)       (160)
     Accounts payable, trade                         4,798       1,570
     Accrued liabilities                             7,583       4,818
     Income taxes payable                             (890)        297
   Other assets                                        442         (92)
   Other deferred liabilities                          394         214
                                                                       
     Total Adjustments                              (6,821)    (16,749)
                                                                       
 Net cash provided by (used in)operating           
   activities                                      $ 2,893   $  (9,964)
                                                                       

Cash Flows From Investing Activities:
  Proceeds from sale of U.S. Treasury Bills         11,866      22,612
  Proceeds from sale of U.S. Treasury Notes         30,000           -
  Purchase of U.S. Treasury Bills                   (8,700)     (9,443)
  Purchase of U.S. Treasury Notes                  (29,728)          -    
  Interest received from U.S. Treasury Notes         3,872       3,867  
  Proceeds from sale of property, plant 
   and equipment                                        10       1,157
  Purchase of property, plant and equipment         (4,337)     (2,679)
                                                                       
   Net cash provided by investing
    activities                                       2,983      15,514
                                                                      
Cash Flows From Financing Activities:
  Cash dividends paid                               (4,038)     (4,038)
  Net cash used in financing activities             (4,038)     (4,038)
 
Net increase in cash                                 1,838       1,512

Cash at beginning of year                            8,787       4,385
                                                                       

Cash at end of quarter                            $ 10,625     $ 5,897
                                                                      
                                                                      
The accompanying notes are a part of the consolidated financial
statements.<PAGE>
       Skyline Corporation and Subsidiary Companies
    Notes To The Consolidated Financial Statements For
The Three and Nine Month Periods Ended February 28, 1994 and 1993 
                       
                                                                

The accompanying unaudited interim consolidated financial statements
contain all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the consolidated financial position as of
February 28, 1994 and the consolidated changes in cash for the nine month
periods ended February 28, 1994 and 1993, and the consolidated results of
operations for the three and nine month periods ended February 28, 1994
and 1993.

The unaudited interim consolidated financial statements included herein
have been prepared pursuant to the rules and regulations for reporting on
Form 10-Q.  Accordingly, certain information and footnote disclosures
normally accompanying the annual consolidated financial statements have
been omitted.  The interim consolidated financial statements should be
read in conjunction with the consolidated financial statements and notes
thereto included in the Corporation's latest annual report on Form 10-K.

The financial data included herein has been subjected to a limited review
by Price Waterhouse, the registrant's independent accountants, whose
report is included in this filing.

Inventories are stated at cost, determined under the first-in, first-out
method, which is not in excess of market.  Physical inventory counts are
taken at the end of each reporting quarter.  Inventories at February 28,
1994 and May 31, 1993 are as follows:




                     Finished      Work In

                       Goods       Process      Materials       Total
                                                                          
                

May 31, 1993       $ 1,192,000   $ 3,885,000   $ 5,647,000   $10,724,000


February 28, 1994  $ 9,430,000   $ 4,656,000   $ 8,752,000   $22,838,000 

<PAGE>
The Corporation and its subsidiaries were contingently liable at February
28, 1994 under agreements to purchase repossessed units, on floor plan
financing made by financial institutions to its customers.  Losses, if
any, would be the difference between repossession cost and the resale
value of the units.  There have been no material losses in past years
under these agreements, and none are anticipated in the future.


The Corporation is a party to various pending legal proceedings in the
normal course of business.  It is impossible to evaluate the potential
liability, if any, at this time.  However, management believes that it is
probable that the Corporation's insurance would offset any material
losses and that any uninsured losses resulting from such proceedings
would not have a material adverse effect on the Corporation's result of
operations or financial position.

The Corporation's board of directors authorized the repurchase of up to
1.2 million shares of common stock, or approximately ten percent of the
shares outstanding, effective December 16, 1993.  The purchases would be
made in the open market, or in negotiated transactions, at such times and
at such prices as management may decide.

<PAGE>
                       Report of Independent Accountants


March 15, 1994

To The Board of Directors and
Shareholders of Skyline Corporation

We have reviewed the accompanying condensed consolidated balance sheet as
of February 28, 1994 and the related consolidated statements of earnings
and retained earnings for the three-month and nine-month periods ended
February 28, 1994 and 1993 and the consolidated statements of cash flows
for the nine-month periods ended February 28, 1994 and 1993 of Skyline
Corporation and Subsidiary Companies.  This financial information is the
responsibility of the company's management.

We conducted our review in accordance with standards established by the 
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical
procedures to financial data and making inquires of persons responsible
for financial and accounting matters.  It is substantially less in scope
than an audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.  Accordingly, we do
not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial information for it to be in
conformity with generally accepted accounting principles.

We previously audited in accordance with generally accepted auditing
standards, the consolidated balance sheet as of May 31, 1993, and the
related consolidated statements of earnings and retained earnings and of
cash flows for the year then ended (not presented herein), and in our
report dated June 15, 1993, we expressed an unqualified opinion on those
consolidated financial statements.  In our opinion, the information set
forth in the accompanying condensed consolidated balance sheet as of May
31, 1993, is fairly stated in all material respects in relation to the
consolidated balance sheet from which it has been derived.

PRICE WATERHOUSE
Chicago, Illinois<PAGE>
              Skyline Corporation and Subsidiary Companies
     Management's Discussion and Analysis of Financial Condition
                      and Results of Operations
                                                                       
Liquidity and Capital Resources

At February 28, 1994 cash and investments in U.S. Treasury Bills totaled
$12,614,000, a decrease of $1,058,000 from $13,672,000 at May 31, 1993. 
Working capital at February 28, 1994 amounted to $47,978,000 compared to
$43,412,000 at May 31, 1993.  The decrease in cash and investments in
U.S. Treasury Bills was due primarily to an increase in inventories and
capital additions.  Capital expenditures amounted to $ 4,337,000 in 1994
compared to $2,679,000 in the first nine months of the prior year. 
Capital expenditures were made primarily to increase manufacturing
capacity, adopt new manufacturing processes and increase manufacturing
efficiencies.  The cash provided by operating activities in fiscal 1994
is expected to be adequate to fund any capital expenditures which may
become necessary during the year.

Results of Operations for the Quarter and Nine Months Ended
February 28, 1994.
Sales in the quarter ended February 28, 1994 amounted to $130,732,000, 
an increase of $20,361,000 from $110,371,000 for the same quarter of the
prior year.  Manufactured housing sales increased 22.4 percent to 
$99,870,000 in 1994 compared to $81,580,000 in 1993.  Manufactured
housing unit sales increased to 4,364 compared to 4,127 in 1993.  Sales
of recreational vehicles increased 7.2 percent to $30,862,000 during the
third quarter of fiscal 1994 compared to the $28,791,000 reported for the
third quarter of fiscal 1993.   Recreational vehicle unit sales decreased
to 2,535 compared to 2,568 in 1993.

Sales during the first nine months of fiscal 1994 amounted to 
$412,210,000, an increase of 58,519,000 from $353,691,000 for the same 
time period of the prior year.  Manufactured housing sales increased 21.4
percent to $321,143,000 in 1994 compared to $264,524,000 in 1993. 
Manufactured housing unit sales increased to 14,369 compared to 13,418 in 
1993.  Sales of recreational vehicles increased 2.1 percent to 
$91,067,000 during the first nine months of fiscal 1994 compared to 
$89,167,000 reported for fiscal 1993.  Recreational vehicle unit sales 
decreased to 7,839 compared to 8,139 in 1993.

Skyline's performance for the third quarter and the first nine months of
fiscal 1994 reflects the continuation of a positive sales trend that
first became evident during the third quarter of fiscal 1993.  

Fueling the trend is an increased demand for manufactured housing that
seems to indicate an easing of recessionary conditions in most parts of
the country.
Cost of sales in the third quarter of fiscal 1994 decreased slightly to
85.2 percent of sales compared to 85.9 percent in 1993.  Cost of sales
for the first nine months of fiscal 1994 decreased to 84.7 percent
compared to 85.6 percent in fiscal 1993.  These decreases are due to
increased sales volume and continued cost containment efforts.
Selling and administrative expenses in the third quarter of fiscal 1994
decreased as a percent of sales to 12.8 percent compared to 13.1 percent
in 1993.  Selling and administrative expenses for the first nine months
of fiscal 1994 and 1993 were 12.5 percent of sales.
Interest income amounted to $1,438,000 in the third quarter of fiscal
1994 compared to $1,329,000 in 1993.  The increase in interest income was
due to higher interest rates.
Income Taxes
The provision for federal income tax approximates the statutory rate and
for state income taxes reflects current state rates effective for the
period based upon activities within the taxing entities.  The Company
adopted Statement of Financial Accounting Standards No. 109, "Accounting
For Income Taxes," effective June 1, 1992.  The cumulative effect of this
change in accounting for income taxes on prior years was $370,000 or $.03
per share.







<PAGE>
                                                 PART II

Item 1.  Legal Proceedings
Information with respect to this item for the period covered by this Form
10-Q has been previously reported in Item 3, entitled "Legal Proceedings"
of the Form 10-K for the fiscal year ended May 31, 1993, heretofore filed
by the registrant with the Commission.
Item 6.  Exhibits and reports on Form 8-K
(a)  Exhibit (3)(ii) By-laws, as amended
(b) Reports on Form 8-K 
    1)  A report was filed on March 30, 1994 reporting an amendment to   
         the bylaws regarding responsibilities of the Corporate           
         Controller.
                                               SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    SKYLINE CORPORATION    

DATE:     APRIL 12, 1994                        /S/ Joseph B. Fanchi      
                                                    Joseph B. Fanchi
                                               V. P. Finance & Treasurer,
                                                 Chief Financial Officer

DATE:     APRIL 12, 1994                        /S/ James R. Weigand      
                                                    James R. Weigand
                                                  Corporate Controller 

                        BY-LAWS
          
                       ARTICLE 1
                    IDENTIFICATION
          
               Section 1 - Name
          
               The name of the corporation shall be Skyline Homes, Inc.
          
               (Hereinafter referred to as the "corporation".)
          
               Section 2 - Seal
          
               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.  The seal shall be in charge of the Secretary.
          
               Section 3 - Fiscal Year
          
               The fiscal year of the corporation shall begin at the
          beginning of the first day of June and end at the close of the last
          day of May next succeeding.
          
          
                      ARTICLE II
                     CAPITAL STOCK
          
               Section 1 - Consideration for Shares
          
               The board of directors shall cause the corporation to
          issue the capital stock of the corporation for such consideration
          as has been fixed by such board in accordance with the
          provisions of the Articles of Incorporation.
          
               Section 2 - Payment of Shares
          
               Subject to the provisions of the Articles of Incorporation,
          the consideration for the issuance of shares of the capital stock
          of the corporation may be paid, in whole or in part, in money,
          in other property, tangible or intangible, or in labor actually
          performed for, or services actually rendered to, the corporation;
          provided, however, that the part of the surplus of a corporation
          which is transferred to capital upon the issuance of shares as a
          share dividend shall be deemed to be the consideration for the
          issuance of such shares.  When payment of the consideration for
          which a share was authorized to be issued shall have been
          received by the corporation, or when surplus shall have been
          transferred to capital upon the issuance of a share dividend, such
          share shall be declared and taken to be fully paid and not liable
          to any further call or assessment, and the holder thereof shall
          not be liable for any further payments thereon.  In the absence
          of actual fraud in the transaction, the judgment of the board of
          directors as to the value of such property, labor or services
          received as consideration, or the value placed by the board of
          directors upon the corporate assets in the event of a share
          dividend shall be conclusive.  Promissory notes or future
          services shall not be accepted in payment or part payment of any
          of the capital stock of the corporation.
          
               Section 3 - Certificates for Shares
          
               The corporation shall issue to each shareholder a
          certificate signed by the president or a vice-president, and the
          secretary of the corporation, certifying the number of shares
          owned by him in the corporation.  Where such certificate is also
          signed by a transfer agent or registrar, the signatures of the
          president, vice-president or secretary may be facsimiles.  The
          certificate shall state the name of the registered holder, the
          number of shares represented thereby, the par value of each
          share or a statement that such shares have no par value, and
          whether such shares have been fully paid up, the certificate shall
          be legibly stamped to indicate the per centum which has been
          paid up, and as further payments are made thereon the
          certificate shall be stamped accordingly.
          
               If the corporation issues more than one class, every
          certificate issued shall state the kind and class of shares
          represented thereby, and the relative rights, interests,
          preferences and restrictions of such class, or a summary thereof.
          
               Section 4 - Form of Certificates
          
               The stock certificates to represent the shares of the
          capital stock of this corporation shall be in such form, not
          inconsistent with the laws of the State of Indiana, as may be
          adopted by the board of directors.
          
               Section 5 - Transfer of Stock
          
               Title to a certificate and to the shares represented thereby
          can be transferred only:
          
               1.   By delivery of the certificate endorsed either in
          blank or to a specified person by the person appearing by the
          certificate to be the owner of the shares represented thereby;
          or
          
               2.   By delivery of the certificate and a separate
          document containing a written assignment of the certificate or
          a power of attorney to sell, assign, or transfer the same or the
          shares represented thereby, signed by the person appearing by
          the certificate to be the owner of the shares represented thereby. 
          Such assignment or power of attorney may be either in blank or
          to a specified person.
          
               Section 6 - Closing of Transfer Books
          
               The transfer books shall be closed for a period of ten
          days prior to the date set for any meeting of shareholders, and
          during such period no new certificate of stock shall be issued by
          this corporation and no change or transfer shall be made upon
          the records thereof.
          
          
                      ARTICLE III
               MEETINGS OF STOCKHOLDERS
          
               Section 1 - Place of Meetings
          
               All meetings of shareholders of the corporation shall be
          held at such place, within or without the State of Indiana, as
          may be specified in the respective notices or waivers of notice
          thereof, or proxies to represent shareholders thereat.
          
               Section 2 - Annual Meeting
          
               The annual meeting of the shareholders for the election
          of directors, and for the transaction of such other business as
          may properly come before the meeting, shall be held at ten
          o'clock in the forenoon of the first Monday in June of each year,
          if such day is not a legal holiday, and if a holiday then on the
          first following day that is not a legal holiday.  If for any reason
          the annual meeting of the shareholders shall not be held at the
          time and place herein provided, the same may be held at any
          time thereafter, or the business to be transacted at such annual
          meeting may be transacted at any special meeting called for that
          purpose.
          
               Section 3 - Special Meetings
          
               Special meetings of the shareholders may be called by
          the president, by the board of directors, or by shareholders
          holding not less than one-fourth of all the shares of capital stock
          outstanding.
          
               Section 4 - Notice of Meetings
          
               A written or printed notice, stating the place, day and
          hour of the meeting, and in 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 such meeting may
          be waived in writing by any shareholder if the waiver sets
          forth in reasonable detail the purpose or purposes for which the
          meeting is called, and the time and place thereof.  Attendance at
          any meeting, in person or by proxy shall constitute a waiver of
          notice of such meeting.
          
               Section 5 - Voting at Meetings
          
               Except as otherwise provided by law or by the provisions
          of the Articles of Incorporation, every holder of the capital stock
          of the corporation shall have the right at all meetings of the
          shareholders of the corporation to one vote for each share of
          stock standing in his name on the books of the corporation.
          
               No share shall be voted at any meeting:
          
               1.   Upon which an installment is due and unpaid; or
          
               2.   Which shall have been transferred on the books of
          the corporation within ten days next preceding the date of the
          meeting; or
          
               3.   Which belongs to the corporation.
          
               Section 6 - Proxies
          
               A shareholder may vote, either in person or by proxy
          executed in writing, by the shareholder, or a duly authorized
          attorney-in-fact.  No proxy shall be valid after eleven (11)
          months from the date of its execution, unless a longer time is
          expressly provided therein.
          
               Section 7 - Quorum
          
               Unless otherwise provided by the Articles of
          Incorporation, at any meeting of shareholders, a majority of the
          shares of the capital stock outstanding and entitled to vote,
          represented in person or by proxy, shall constitute a quorum.
          
               Section 8 - Organization
          
               The president, and in his absence, the vice-president, and
          in their absence any shareholder chosen by the shareholders
          present, shall call meetings of the shareholders to order and
          shall act as chairman of such meetings, and the secretary of the
          company shall act as secretary of all meetings of the
          shareholders.  In the absence of the secretary the presiding
          officer may appoint a shareholder to act as secretary of the
          meeting.
                      ARTICLE IV
                  BOARD OF DIRECTORS
          
               Section 1 - Board of Directors
          
               The board of directors shall consist of five (5) members,
          (any number not less than three), who shall be elected annually
          by a majority of the shares represented at the annual meeting of
          the shareholders.  Such directors shall hold office until the next
          annual meeting of the shareholders and until their successors are
          elected and qualified.  A majority of the directors must be
          citizens of the United States.
          
               Section 2 - Duties
          
               The corporate power of this corporation shall be vested
          in the board of directors, who shall have the management and
          control of the business of the corporation.  They shall employ
          such agents and servants as they may deem advisable, and fix
          the rate of compensation of all agents, employees and officers.
          
               Section 3 - Resignation
          
               A director may resign at any time by filing his written
          resignation with the secretary.
          
               Section 4 - Removal
          
               Any director may be removed for cause at any time at
          any regular meeting or at such a special meeting of the
          shareholders of the corporation called for such purpose, by the
          affirmative vote of the holders of a majority of the shares
          outstanding.
          
               Section 5 - Vacancies
          
               In case of any vacancy in the board of directors through
          death, resignation, removal or other cause, the remaining
          directors by the affirmative vote of a majority thereof may elect
          a successor to fill such vacancy until the next annual meeting
          and until his successor is elected and qualified.  If the vote of
          the remaining members of the board shall result in a tie, the
          vacancy shall be filled by shareholders at the annual meeting or
          a special meeting.
          
               Section 6 - Annual Meetings
          
               The board of directors shall meet each year immediately
          after the annual meeting of the shareholders, at the place where
          such meeting of the shareholders has been held, for the purpose
          of organization, election of officers, and consideration of any
          other business that may be brought before the meeting.  No
          notice shall be necessary for the holding of this annual meeting. 
          If such meeting is not held as above provided, the election of
          officers may be had at any subsequent meeting of the board
          specifically called in the manner provided in Article IV, Section
          7 of these by-laws.
          
               Section 7 - Other Meetings
          
               Other meetings of the board of directors may be held
          upon the call of the president, or of two or more members of the
          board of directors, at any place within or without the State of
          Indiana, upon forty-eight hours' notice, specifying the time,
          place and general purposes of the meeting, given to each
          director, either personally, by mailing, or by telegram.  At any
          meeting at which all directors are present, notice of the time,
          place and purpose thereof shall be deemed waived; and similar
          notice may likewise by waived by absent directors, either by
          written instrument or by telegram.
          
               Section 8 - Quorum
          
               At any meeting of the board of directors, the present of
          a majority of the members of the board then qualified and acting
          shall constitute a quorum for the transaction of any business
          except the filling of vacancies in the board of directors.
          
               Section 9 - Organization
          
               The president and in his absence the vice-president and
          in their absence any director chosen by the directors present,
          shall call meetings of the board of directors to order, and shall
          act as chairman of such meetings.  The secretary of the company
          shall act as secretary of the board of directors, but in the
          absence of the secretary the presiding officer may appoint any
          director to act as secretary of the meeting.
          
               Section 10 - Order of Business
          
               The order of business at all meetings of the board of
          directors shall be as follows:
          
               1.   Roll call,
               2.   Reading of the Minutes of the preceding meeting
          and action thereon,
               3.   Reports of officers,
               4.   Reports of committees,
               5.   Unfinished business,
               6.   Miscellaneous business,
               7.   New business.
          
          
          
                       ARTICLE V
              OFFICERS OF THE CORPORATION
          
               Section 1 - Officers
          
               The officers of the corporation shall consist of a
          president, one or more vice-presidents, a secretary, an assistant
          secretary and a treasurer.  Any two or more offices may be held
          by the same person, except that the duties of the president and
          secretary shall not be performed by the same person.  The board
          of directors by resolution may create and define the duties of
          other offices in the corporation, and may elect or appoint
          persons to fill such offices.
          
               Section 2 - Vacancies
          
               Whenever any vacancies shall occur in any office by
          death, resignation, increase in the number of offices of the
          corporation, or otherwise, the same shall be filled by the board
          of directors, and the office so elected shall hold office until his
          successor is chosen and qualified.
          
               Section 3 - President
          
               The president shall preside at all meetings of
          shareholders and directors, discharge all the duties which
          devolve upon a presiding officer, and perform such other duties
          as this code of by-laws provides, or the board of directors may
          prescribe.
          
               The president shall have full authority to execute proxies
          in behalf of the corporation, to vote stock owned by it in any
          other corporation, and to execute, with the secretary, powers
          of attorney appointing other corporations, partnerships, or
          individuals the agent of the corporation, all subject to the
          provisions of The Indiana General Corporation Act of 1929,
          as amended, the Articles of Incorporation and this code of by-
          laws.
          
               Section 4 - Executive Vice-President
          
               The executive vice-president shall perform all duties
          incumbent upon the president during the absence or disability of
          the president, and perform such other duties as this code of by-
          laws may require or the board of directors may prescribe.
          
               Section 5 - Secretary
          
               The secretary shall have the custody and care of the
          corporate seal, records, minutes and stock books of the
          corporation.  He shall attend all meetings of the shareholders
          and of the board of directors, and shall keep, or cause to be kept
          in a book provided for the 
          purpose, a true and complete record of the proceedings of such
          meetings, and shall perform a like duty for all standing
          committees appointed by the board of directors, when required. 
          He shall attend to the giving and serving of all notices of the
          corporation, shall file and take charge of all papers and
          documents belonging to the corporation and shall perform such
          other duties as this code of by-laws may require or the board of
          directors may prescribe.
          
               Section 6 - Treasurer
          
               The treasurer shall keep correct and complete records of
          account, showing accurately at all times the financial condition
          of the corporation.  He shall be the legal custodian of all
          moneys, notes, securities and other valuables which may from
          time to time come into the possession of the corporation.  He
          shall immediately deposit all funds of the corporation coming
          into his hands in some reliable bank or other depositary to be
          designated by the board of directors, and shall keep such bank
          account in the name of the corporation.  He shall furnish at
          meetings of the board of directors, or whenever requested, a
          statement of the financial condition of the corporation, and shall
          perform such other duties as this code of by-laws may require
          or the board of directors may prescribe.  The treasurer may be
          required to furnish bond in such amount as shall be determined
          by the board of directors.
          
               Section 7 - Delegation of Authority
          
               In case of the absence of any officer of the corporation,
          or for any other reason that the board of directors may deem
          sufficient, the board of directors may delegate the powers or
          duties of such officer to any other officer or to any director, for
          the time being, provided a majority of the entire board of
          directors concurs therein.
          
               Section 8 - Execution of Documents
          
               Unless otherwise provided by the board of directors, all
          contracts, leases, commercial paper and other instruments in
          writing and legal documents, shall be signed by the president
          and attested by the secretary.  All bonds, deeds and mortgages
          shall be signed by the president and attested by the secretary. 
          All certificates of stock shall be signed by the president or vice-
          president and the secretary or assistant secretary.
          
               All checks, drafts, notes and orders for the payment of
          money shall be signed by those officers or employees of the
          corporation as the directors may from time to time designate.
          
               Section 9 - Loans to Officers
          
               No loan of money or property or any advance on account
          of services to be performed in the future shall be made to any
          officer or director of the corporation.
                      ARTICLE VI
                    CORPORATE BOOKS
          
               Section 1 - Place of Keeping, In General
          
               Except as otherwise provided by the laws of the State of
          Indiana, by the Articles of Incorporation of the corporation or by
          these by-laws, the books and records of the corporation may be
          kept at such place or places, within or without the State of
          Indiana, as the board of directors may from time to time by
          resolution determine.
          
               Section 2 - Stock Register or Transfer Book
          
               The original or duplicate stock register or transfer book,
          or in case a stock registrar or transfer agent shall be employed
          by the corporation either within or without the State of Indiana,
          a complete and accurate shareholders list, alphabetically
          arranged, giving the names and addresses of all shareholders,
          the number and classes of shares held by each, shall be kept at
          the principal office of the corporation in the State of Indiana.
          
          
                      ARTICLE VII
                      AMENDMENTS
          
               Section 1 - Amendments
          
               By-Laws may be adopted, amended or repealed at any
          meeting of the board of directors by the vote of a majority
          thereof, unless the Articles of Incorporation provide for the
          adoption, amendment or repeal by the shareholders, in which
          event, action thereon may be taken at any meeting of the
          shareholders by the vote of a majority of the voting shares
                    outstanding.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at its meeting of July 18, 1960, Section 1, of ARTICLE IV of
          the By-Laws of Skyline Homes, Inc., is hereby amended to read
          as follows:
          
          
                      ARTICLE IV
                  BOARD OF DIRECTORS
          
               Section 1 - Board of Directors
          
               The Board of Directors shall consist of nine (9) members,
          who shall be elected annually as provided in the Articles of
          Incorporation.  Such directors shall hold office until the next
          annual meeting of shareholders, and until their successors are
          elected and qualified.  Directors need not be shareholders of the
          corporation.  A majority of the directors at any time shall be
                    citizens of the United States.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at its meeting of July 28, 1960, Section 1 of ARTICLE IV of the
          By-Laws of Skyline Homes, Inc., as amended, is hereby
          amended to read as follows:
          
          
                      ARTICLE IV
                  BOARD OF DIRECTORS
          
               Section 1 - Board of Directors
          
               The Board of Directors shall consist of nine (9) members,
          who shall be elected annually as provided in the Articles of
          Incorporation.  Such directors shall hold office until the next
          annual meeting of shareholders, and until their successors are
          elected and qualified.  Directors need not be shareholders of the
          Corporation.  A majority of the directors at any time shall be
          citizens of the United States.  A member of the Board of
          Directors shall be elected by the vote of a majority of the
          directors as Chairman of the Board, and such Chairman shall
                    preside at all meetings of the Board of Directors.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at its meeting of July 28, 1960, ARTICLE IV of the By-Laws of
          Skyline Homes, Inc., is hereby amended to read as follows:
          
          
                      ARTICLE IV
                  BOARD OF DIRECTORS
          
               Section 11 - Executive Committee
          
               The Board of Directors may, whenever it sees fit, by a
          majority vote of the number of directors elected and qualified
          from time to time, designate an Executive Committee of four (4)
          from its members, which shall include the President, which
          Committee shall, except as to matters upon which the Board of
          Directors has acted, have and exercise the full power of the
          Board of Directors in the management of the business and
          affairs of the Corporation; PROVIDED, always, that all
          business transacted by such Committee shall be submitted to
          and be approved by the Board of Directors at their next regular
          or special meeting.  The Board of Directors shall have the power
          at any time to fill vacancies in, to change the membership of, or
                    to dissolve the Executive Committee.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at its meeting of November 16, 1960, ARTICLE IV of the By-
          Laws of Skyline Homes, Inc., is hereby amended to read as
          follows:
          
          
                      ARTICLE IV
                  BOARD OF DIRECTORS
          
               Section 12 - Finance Committee
          
               The President may, whenever he sees fit, select and
          designate a finance committee of three (3) members from the
          Board of Directors, which shall include the President, which
          committee shall, except as to matters upon which the Board of
          Directors has acted, decide all questions concerning the
          financial matters of the Corporation; PROVIDED ALWAYS
          that all decisions made by such committee shall be submitted to
          and approved by the Board of Directors at their next regular or
          special meeting.  The President shall have the power at any
          time, to fill vacancies in, to change the membership of, or to
                    dissolve the finance committee.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at its meeting of July 28, 1960, ARTICLE VI, Section 2, of the
          By-Laws of Skyline Homes, Inc., is hereby amended to read as
          follows:
          
          
                      ARTICLE VI
                    CORPORATE BOOKS
          
               Section 2 - Stock Register or Transfer Book
          
               The original or duplicate stock register or transfer book,
          or in case a stock registrar or transfer agent shall be employed
          by the corporation, either within or without the State of Indiana,
          a complete and accurate shareholders list, alphabetically
          arranged, giving the names and addresses of all shareholders,
          the number and classes of shares held by each, shall be kept at
          the principal office of the corporation in the State of Indiana.  In
          the event that dividends are declared by the Board of Directors,
          a record date shall be established by the Board.  The transfer
          agent shall determine all stockholders entitled to such dividend
          as of such record date.  In no event shall said stock register or
          transfer book be closed for the purpose of determining
          stockholders entitled to dividends.
          
               Pursuant to resolution adopted by the Board of Directors
          at its meeting of July 28, 1960, Section 6 of ARTICLE II of the
                    By-Laws of Skyline Homes, Inc., is hereby repealed.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at its meeting of March 14, 1961, Section 2 of ARTICLE III, of
          the By-Laws of Skyline Homes, Inc., is hereby amended to read
          as follows:
          
          
                      ARTICLE III
                MEETING OF STOCKHOLDERS
          
               Section 2 - Annual Meeting
          
               The annual meeting of the Shareholders, for the election
          of Directors, and for the transaction of such other business as
          may properly come before the meeting, shall be held at 2:00
          o'clock in the afternoon of the first Friday in August of each
          year, if such day is not a legal holiday, and if a holiday, then on
          the first following day that is not a holiday.  If, for any reason,
          the annual meeting of the Shareholders shall not be held at the
          time and place herein provided, the same may be held at any
          time thereafter, or the business to be transacted at such annual
          meeting may be transacted at any special meeting called for that
                    purpose.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at its meeting of May 2, 1962, Section 2 of ARTICLE III of the
          By-Laws of Skyline Homes, Inc., is hereby amended to read as
          follows:
          
          
                      ARTICLE III
                MEETING OF STOCKHOLDERS
          
               Section 2 - Annual Meeting
          
               The annual meeting of the Shareholders, for the election
          of Directors, and for the transaction of such other business as
          may properly come before the meeting, shall be held at 2:00
          o'clock in the afternoon of the first Friday in September of each
          year, if such day is not a legal holiday, and if a holiday, then on
          the first following day that is not a holiday.  If, for any reason,
          the annual meeting of the Shareholders shall not be held at the
          time and place herein provided, the same may be held at any
          time thereafter, or the business to be transacted at such annual
          meeting may be transacted at any special meeting called for that
                    purpose.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at its meeting of May 21, 1964, Section 2 of ARTICLE III of the
          By-Laws of Skyline Homes, Inc., is hereby amended to read as
          follows:
          
          
                      ARTICLE III
                MEETING OF STOCKHOLDERS
          
               Section 2 - Annual Meeting
          
               The annual meeting of the Shareholders, for the election
          of Directors, and for the transaction of such other business as
          may properly come before the meeting, shall be at 7:30 o'clock
          P.M. of the second Wednesday in September of each year, if
          such day is not a legal holiday, and if a holiday, then on the first
          following day that is not a holiday.  If, for any reason, the
          annual meeting of the Shareholders shall not be held at the time
          and place herein provided, the same may be held at any time
          thereafter, or the business to be transacted at such annual
          meeting may be transacted at any special meeting called for that
                    purpose.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at its meeting of May 4, 1966, ARTICLE IV of the By-Laws of
          Skyline Homes, Inc., is hereby amended to read as follows:
          
          
                      ARTICLE IV
                  BOARD OF DIRECTORS
          
               Section 13 - Compensation Committee
          
               The Board of Directors may appoint a Compensation
          Committee of four (4) directors, which shall include the
          Treasurer of the corporation.  The Compensation Committee
          shall fix and determine the salaries, bonuses and all other
          compensation of all of the officers of the corporation.  All acts
          of the Compensation Committee shall be reported to the Board
          of Directors at their next regular or special meeting.  The Board
          of Directors shall have the power, at any time, to fill vacancies
                    in, or to dissolve the Compensation Committee.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at its meeting of July 19, 1966, Section 2 of ARTICLE III of the
          By-Laws of Skyline Homes, Inc., is hereby amended to read as
          follows:
          
          
                      ARTICLE III
                MEETING OF SHAREHOLDERS
          
               Section 2 - Annual Meeting
          
               The annual meeting of the Shareholders for the election
          of Directors, and for the transaction of such other business as
          may properly come before the meeting shall be at 10:00 o'clock
          A.M., of the third Friday in August of each year, if such day is
          not a legal holiday, and if a holiday, then on the next day that is
                    not a holiday.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors,
          and approved by the shareholders at their meeting of August 19,
          1966, ARTICLE I, Section 1, of the By-Laws of Skyline
          Corporation is hereby amended to read as follows:
          
          
                       ARTICLE I
                    IDENTIFICATION
          
               Section 1 - Name
          
               The name of the Corporation shall be Skyline
                    Corporation (hereinafter referred to as the "Corporation").<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at its meeting of June 7, 1967, ARTICLE IV of the By-Laws of
          Skyline Corporation, is hereby amended to read as follows:
          
          
                      ARTICLE IV
                  BOARD OF DIRECTORS
          
               Section 1 - Board of Directors
          
               The Board of Directors shall consist of eight (8) members
          who shall be elected annually as provided in the Articles of
          Incorporation.  Such Directors shall hold office until the next
          annual meeting of shareholders, and until their successors are
          elected and qualified.  Directors need not be shareholders of the
          corporation.  A majority of the Directors at any time shall be
          citizens of the United States.  A member of the Board of
          Directors shall be elected by a vote of the majority of the
          directors as Chairman of the Board, and such Chairman shall
                    preside at all meetings of the Board of Directors.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at its meeting of January 8, 1968, ARTICLE IV of the By-Laws
          of Skyline Corporation is hereby amended to read as follows:
          
          
                      ARTICLE IV
                  BOARD OF DIRECTORS
          
               Section 14 - Management Incentive Plan Committee
          
               The Board of Directors may appoint a Management
          Incentive Plan Committee, consisting of not less than three (3)
          members, or former members of the Board.  The Management
          Incentive Plan Committee shall administer and interpret the
          Skyline Corporation Management Incentive Plan dated January
          8, 1968.  No member of the Committee shall be eligible to
          receive an award pursuant to the Plan, or be eligible for
          selection as a person to whom stock may be allocated or stock
          options granted pursuant to any other plan of the Corporation or
          any of its affiliates at any time while he is serving on the
          Committee; and no member of the Committee shall have been
          so eligible at any time within one year prior to the time that he
                    becomes a member of the Committee.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at its meeting of March 26, 1968, ARTICLE VI, Section 2, of
          the By-Laws of Skyline Corporation is hereby amended to read
          as follows:
          
          
                      ARTICLE VI
                    CORPORATE BOOKS
          
               Section 2 - Transfer Agent and Registrar, and Closing of
          Transfer Books
          
               The Board of Directors may appoint one or more transfer
          agents and one or more registrars of transfers, and the principal
          transfer agent shall keep a stock transfer book for the transfer of
          all shares of the capital stock of the Corporation.
          
               The Board of Directors may fix the time, not exceeding
          fifty days preceding the date of any meeting of stockholders or
          any dividend payment date or any date for the allotment of
          rights, or the date when any change or conversion or exchange
          of capital stock shall go into effect, during which the books of
          the Corporation shall be closed against transfers of stock.  In
          lieu of providing for the closing of the books against transfers of
          stock as aforesaid, the Board of Directors from time to time may
          fix in advance a date, not exceeding fifty days preceding the
          date of any meeting of stockholders, or the date for the payment
          of any dividend, or the date for any allotment of rights, or the
          date when any change or conversion or exchange of capital
          stock shall go into effect, as a record date for the determination
          of the stockholders entitled to notice of and to vote at such
          meeting and any adjournment thereof, or entitled to receive such
          dividends or allotment of rights, or to exercise the rights in
          respect of any such change, conversion or exchange of capital
          stock, as the case may be; and only stockholders of record on
          such date shall be entitled to notice of or to vote at such meeting
          or to receive such dividend or allotment of rights, or to exercise
          such rights in respect of any such change, conversion or
                    exchange of capital stock, as the case may be.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at their meeting of June 13, 1968, Section 2 of ARTICLE III of
          the By-Laws of Skyline Corporation is hereby amended to read
          as follows:
          
          
                      ARTICLE III
                MEETING OF SHAREHOLDERS
          
               Section 2 - Annual Meeting
          
               The annual meeting of the Shareholders for the election
          of Directors, and for the transaction of such other business as
          may properly come before the meeting, shall be at 10:00 o'clock
          A.M. on the fourth Wednesday in August of each year, if such
          day is not a legal holiday, and if a holiday, then on the next day
                    that is not a holiday.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at its meeting of June 2, 1969, ARTICLE IV of the By-Laws of
          Skyline Corporation is hereby amended to read as follows:
          
          
                      ARTICLE IV
                  BOARD OF DIRECTORS
          
               Section 1 - Board of Directors
          
               The Board of Directors shall consist of nine (9) members
          who shall be elected annually as provided in the Articles of
          Incorporation.
          
               Such Directors shall hold office until the next annual
          meeting of Shareholders, and until their successors are elected
          and qualified.  Directors need not be Shareholders of the
          Corporation.  A majority of the Directors at any time shall be
          citizens of the United States.  A member of the Board of
          Directors shall be elected by a vote of the majority of the
          Directors as Chairman of the Board, and such Chairman shall
                    preside at all meetings of the Board of Directors.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at their meeting of June 2, 1969, Section 2 of ARTICLE III of
          the By-Laws of Skyline Corporation is hereby amended to read
          as follows:
          
          
                      ARTICLE III
                MEETING OF SHAREHOLDERS
          
               Section 2 - Annual Meeting
          
               The annual meeting of the shareholders for the election
          of Directors, and for the transaction of such other business as
          may properly come before the meeting, shall be at 10:00 o'clock
          A.M. on the third Monday in September of each year, if such
          day is not a legal holiday, and if a holiday, then on the next day
                    that is not a holiday.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at its meeting of January 28, 1970, Section 3 of ARTICLE II of
          the By-Laws of Skyline Corporation is hereby amended to read
          as follows:
          
          
                      ARTICLE II
                     CAPITAL STOCK
          
               Section 3 - Certificates for Shares
          
               Each shareholder shall be entitled to a certificate signed
          by the president or a vice president and the secretary or any
          assistant secretary of the corporation certifying the number of
          shares owned by him in the corporation.  If such certificate is
          countersigned by the written signature of a transfer agent other
          than the corporation or its employee or by the written signature
          of a registrar other than the corporation or its employee, the
          signatures of the officers of the corporation may be facsimiles. 
          If such certificate is countersigned by the written signature of a
          registrar other than the corporation or its employee, the
          signatures of the transfer agent and the officers of the
          corporation may be facsimiles.
          
               Every certificate shall state the name of the registered
          holder, the number of shares represented thereby, the par value
          of each share or a statement that such shares have no par value,
          and whether such shares have been fully paid up and are
          nonassessable.  If such shares are not fully paid up, the
          certificate shall be legibly stamped to indicate the per centum
          which has been paid up, and as further payments are made
          thereon the certificate shall be stamped accordingly.
          
               If the corporation is authorized to issue shares of more
          than one class, every certificate shall state the kind and class of
          shares represented thereby, and the relative rights, interests,
          preferences and restrictions of such class, or a summary thereof;
          provided that such statement may be omitted from the certificate
          if it shall be set forth upon the face or back of the certificate that
          such statement, in full, will be furnished by the corporation to
                    any shareholder upon written request and without charge.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at its meeting of April 6, 1970, ARTICLE IV of the By-Laws of
          Skyline Corporation is hereby amended to provide as follows:
          
          
                      ARTICLE IV
                  BOARD OF DIRECTORS
          
               Section 1 - Board of Directors
          
               The Board of Directors shall consist of eight (8) members
          who shall be elected annually as provided in the Articles of
          Incorporation.
          
               Such Directors shall hold office until the next annual
          meeting of Shareholders, and until their successors are elected
          and qualified.  Directors need not be Shareholders of the
          Corporation.  A majority of the Directors at any time shall be
          citizens of the United States.  A member of the Board of
          Directors shall be elected by a vote of the majority of the
          Directors as Chairman of the Board, and such Chairman shall
                    preside at all meetings of the Board of Directors.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at their meeting of June 1, 1972, Section 2 of ARTICLE III of
          the By-Laws of Skyline Corporation is hereby amended to read
          as follows:
          
          
                      ARTICLE III
                MEETING OF SHAREHOLDERS
          
               Section 2 - Annual Meeting
          
               The annual meeting of the shareholders for the election
          of Directors, and for the transaction of such other business as
          may properly come before the meeting, shall be at 10:00 o'clock
          A.M. on the fourth Monday in September of each year, if such
          day is not a legal holiday, and if a holiday, then on the next day
                    that is not a holiday.<PAGE>
                           AMENDMENTS TO BY-LAWS
                  SEPTEMBER 25, 1972
          
               Pursuant to resolution of the Board of Directors of
          Skyline Corporation, the By-Laws of the Corporation are hereby
          amended to provide as follows:
          
               Section 8 of ARTICLE III (MEETINGS OF
          STOCKHOLDERS) is hereby amended as follows:
          
               Section 8 - Organization
          
               The Chairman of the board of directors, and in his
          absence the president, and in their absence any other officer
          chosen by the shareholders present, shall call meetings of
          the shareholders to order and shall act as chairman of such
          meetings, and the secretary of the corporation shall act as
          secretary of all meetings of the shareholders.  In the absence
          of the secretary, the presiding officer may appoint a shareholder
          to act as secretary of the meeting.
          
               Sections 7, 9, 11 and 13 of ARTICLE IV (BOARD OF
          DIRECTORS) are hereby amended as set forth below, and
          Section 15 is hereby added as set forth below:
          
               Section 7 - Other Meetings
          
               Other meetings of the board of directors may be held
          upon the call of the chairman of the board of directors, or the
          president, or of two or more members of the board of directors,
          at any place within or without the State of Indiana, upon forty-
          eight hours' notice, specifying the time, place and general
          purposes of the meeting, given to each director, either
          personally, by mailing, or by telegram.  At any meeting at which
          all directors are present, notice of the time, place and purpose
          thereof shall be deemed waived; and similar notice may likewise
          be waived by absent directors, either by written instrument or by
          telegram.
          
               Section 9 - Organization
          
               The chairman of the board of directors and in his absence
          the president or any vice-president and in their absence any
          director chosen by the directors present, shall call meetings of
          the board of directors to order, and shall act as chairman of such
          meetings.  The secretary of the company shall act as secretary
          of the board of directors, but in the absence of the secretary the
          residing officer may appoint and director to act as secretary of
          the meeting.
          
          
          
               Section 11 - Executive Committee
          
               The Board of Directors may, whenever it sees fit, by a
          majority vote of the number of directors elected and qualified
          from time to time, designate an Executive Committee of five (5)
          persons from its members, which shall include the chairman of
          the board of directors and the president, which Committee shall,
          except as to matters upon which the Board of Directors has
          acted, have and exercise the full power of the Board of
          Directors in the management of the Business and affairs of the
          Corporation; PROVIDED, always, that all business transacted
          by such Committee shall be submitted to and be approved by the
          Board of Directors at their next regular or special meeting.  The
          Board of Directors shall have the power at any time to fill
          vacancies in, to change the membership of, or to dissolve the
          Executive Committee.
          
               Section 13 - Compensation Committee
          
               The Board of Directors may appoint a Compensation
          Committee of four (4) directors, which shall include the
          corporate officer who is chief financial officer of the
          corporation.  The Compensation Committee shall fix and
          determine the salaries, bonuses and all other compensation of all
          of the officers of the corporation.  All acts of the Compensation
          Committee shall be reported to the Board of Directors at their
          next regular or special meeting.  The Board of Directors shall
          have the power, at any time, to fill vacancies in, or to dissolve
          the Compensation Committee.
          
               Section 15 - Audit Committee
          
               The board of directors may appoint an Audit Committee,
          consisting of not less than three (3) members of the Board.  The
          Audit Committee shall, from time to time, meet with
          representatives of the independent certified public accountants
          then servicing the corporation, review the corporation's systems
          of internal controls and take necessary action to see that an
          adequate system of internal auditing is implemented.  The Audit
          Committee may also nominate independent auditors and select
          and establish accounting policies.  All business transacted by the
          Committee shall be submitted to the board of directors at their
          next regular or special meeting for their consideration and
          approval or rejection.  The board of directors shall have the
          power at any time to fill vacancies in, to change the membership
          of, or to dissolve the Audit Committee.
          
               Section 1 and 3 of ARTICLE V (OFFICERS OF THE
          CORPORATION) are hereby added as set forth below:
          
               Section 1 - Officers
          
               The officers of the corporation shall consist of a
          chairman of the board of directors, a president, one or more
          vice-presidents, a secretary, an assistant secretary and a
          treasurer.  Any two or more offices may be held by the same
          person, except that the duties of the president and secretary shall
          not be performed by the same person.  The board of directors
          by resolution may create and define the duties of other offices
          in the corporation, and may elect or appoint persons to fill such
          offices.
          
               Section 3 - President
          
               The president shall perform such duties as this code of
          by-laws provides, or the board of directors may prescribe.
          
               The President shall have full authority to execute proxies
          in behalf of the corporation, to vote stock owned by it in any
          other corporation, and to execute, with the secretary, powers of
          attorney appointing other corporations, partnerships, or
          individuals the agent of the corporation, all subject to the
          provisions of The Indiana General Corporation Act of 1929, as
          amended, the Articles of Incorporation and this code of by-laws.
          
               Section 10 - Chairman of the Board of Directors
          
               The chairman of the board of directors shall be a general
          advisor and consultant to the management on all matters
          pertaining to the business of the Corporation and render such
          additional services as are pertinent thereto, and shall perform
          such other duties as this code of by-laws provide or the board of
                    directors may prescribe.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at its meeting held July 11, 1974, Section 13 of ARTICLE IV of
          the By-Laws of Skyline Corporation, is hereby  amended to read
          as follows:
          
          
                      ARTICLE IV
                  BOARD OF DIRECTORS
          
               Section 13 - Compensation Committee
          
               The Board of Directors may appoint a Compensation
          Committee consisting of four (4) members of the Board of
          Directors.  The Compensation Committee shall have the power
          to fix and determine the salaries and other compensation of
          officers of the corporation.  All acts of the Compensation
          Committee shall be reported to the Board of Directors at their
          next regular or special meeting.  The Board of Directors shall
          have the power, at any time, to fill vacancies in, or to dissolve
                    the Compensation Committee.<PAGE>
                           AMENDMENTS TO BY-LAWS
                  SEPTEMBER 23, 1974
          
               Pursuant to resolution of the Board of Directors of
          Skyline Corporation, the By-Laws of the Corporation are hereby
          amended to provide as follows:
          
               Sections 8 and 10 of ARTICLE V (OFFICERS OF THE
          CORPORATION) are hereby amended as set forth below:
          
               Section 8 - Execution of Documents
          
               Unless otherwise provided by the board of directors, all
          contracts, leases, commercial paper, bonds, deeds, mortgages,
          and all other legal instruments or documents shall be signed by
          the president and, if required, shall be attested by the secretary
          or assistant secretary.  All certificates of stock shall be signed by
          the president or a vice-president and the secretary or assistant
          secretary.
          
               Section 10 - Chairman of the Board of Directors and
          Chief Executive Officer
          
               The chairman of the board of directors shall be the chief
          executive officer of the corporation and shall generally
          supervise the business of the Corporation, subject to the control
          of the board of directors.  He shall also perform such other
          duties as this code of by-laws provide or the board of directors
                    may prescribe.<PAGE>
                           AMENDMENT TO BY-LAWS
                   FEBRUARY 6, 1975
          
               Pursuant to resolution of the Board of Directors of
          Skyline Corporation, Section 7 of ARTICLE IV (BOARD OF
          DIRECTORS) is hereby amended as follows:
          
               Section 7
          
               Regular Meetings
          
               Regular meetings of the Board of Directors may be held
          without notice at such time and place, either within or without
          the State of Indiana, as shall from time to time be determined by
          the Board.
          
               Special Meetings
          
               Special meetings of the Board of Directors shall be held,
          either within or without the State of Indiana, whenever called by
          the Chairman of the Board, the President or by any three of the
          Directors.  Oral, telegraphic or written notice shall be given,
          sent or mailed not less than one day before the meeting and shall
          state the purposes of the meeting, and the date, place and hour
          of such meeting.
          
               Waivers of Notice
          
               Notice of a meeting need not be given to any Director
          who submits a signed waiver of notice whether before or after
          the meeting, and attendance at the meeting by any Director shall
                    constitute waiver of notice by such Director.<PAGE>
                           AMENDMENTS TO BY-LAWS
                  SEPTEMBER 22, 1975
          
               Pursuant to resolutions of the Board of Directors of
          Skyline Corporation, the By-Laws of the Corporation are hereby
          amended to provide as follows:
          
               Sections 11 and 13 of ARTICLE IV (BOARD OF
          DIRECTORS) are hereby amended as set forth below:
          
               Section 11 - Executive Committee
          
               The Board of Directors may, whenever it sees fit, by a
          majority vote of the number of directors elected and qualified
          from time to time, designate an Executive Committee of not less
          than four (4) persons from its members, which shall include the
          chairman of the board of directors and the president, which
          Committee shall, except as to matters upon which the Board of
          Directors has acted, have and exercise the full power of the
          Board of Directors in the management of the business and
          affairs of the Corporation; PROVIDED, always, that all
          business transacted by such Committee shall be submitted to
          and be approved by the Board of Directors at their next regular
          or special meeting.  The Board of Directors shall have the power
          at any time to fill vacancies in, to change the membership of, or
          to dissolve the Executive committee.
          
               Section 13 - Compensation Committee
          
               The Board of Directors may appoint a Compensation
          Committee of not less than four (4) directors.  The
          Compensation Committee may fix and determine salaries,
          bonuses and other compensation of the officers of the
          corporation.  All acts of the Compensation Committee shall be
          reported to the Board of Directors at their next regular or special
          meeting.  The Board of Directors shall have the power, at any
          time, to fill vacancies in, or to dissolve the Compensation
          Committee.  The Board of Directors may also fix and determine
          the salaries, bonuses and other compensation of the officers of
          the corporation either with or without a report from the
                    Compensation Committee.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at their meeting held August 4, 1977, Section 1 of ARTICLE IV
          of the By-Laws of Skyline Corporation is hereby amended to
          provide as follows:
          
          
                      ARTICLE IV
                  BOARD OF DIRECTORS
          
               Section 1 - Board of Directors
          
               The Board of Directors shall consist of nine (9) members,
          who shall be elected annually by a majority of the shares
          represented at the annual meeting of the shareholders.  Such
          directors shall hold office until the next annual meeting of the
          shareholders and until their successors are elected and qualified. 
          Directors need not be shareholders of the Corporation.  A
          majority of the Directors at any time shall be citizens of the
          United States.  A member of the Board of Directors shall be
          elected by a vote of the majority of the Directors as Chairman
          of the Board, and such Chairman shall preside at all meetings of
                    the Board of Directors.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at their meeting of June 7, 1979, Section 2 of ARTICLE III of
          the By-Laws of Skyline Corporation is hereby amended to read
          as follows:
          
          
                      ARTICLE III
                MEETING OF SHAREHOLDERS
          
               Section 2 - Annual Meeting
          
               The annual meeting of the shareholders for the election
          of Directors, and for the transaction of such other business as
          may properly come before the meeting, shall be at 10:00 o'clock
          A.M. on the third Monday in September of each year, if such
          day is not a legal holiday, and if a holiday, then on the next day
                    that is not a holiday.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at their meeting of May 2, 1984, Section 2 of ARTICLE III of
          the By-Laws of Skyline Corporation is hereby amended to read
          as follows:
          
          
                      ARTICLE III
                MEETING OF SHAREHOLDERS
          
               Section 2 - Annual Meeting
          
               The annual meeting of the shareholders for the election
          of Directors, and for the transaction of such other business as
          may properly come before the meeting, shall be at 10:00 o'clock
          A.M. local time, or at such other time that the Board of
          Directors may determine, on the second Monday in September
          of each year, if such day is not a legal holiday, and if a holiday,
                    then on the next day that is not a holiday.<PAGE>
                          AMENDMENT TO BY-LAWS
              ADOPTED SEPTEMBER 11, 1989
          
               Pursuant to resolutions of the Board of Directors of
          Skyline Corporation, the By-Laws of the Corporation are hereby
          amended to provide as follows:
          
               Section 11 of ARTICLE IV (BOARD OF DIRECTORS)
          is hereby amended as set forth below:
          
               Section 11 - Executive Committee of the Board of
          Directors
          
               The Board of Directors may, whenever it sees fit, by a
          majority vote of the number of Directors elected and qualified
          from time to time, designate an Executive Committee of not less
          than three (3) persons from its members which Committee shall,
          except as to matters upon which the Board of Directors has
          acted, have and exercise the full power of the Board of
          Directors in the management of the business and affairs of the
          Corporation; PROVIDED, always, that all business transacted
          by such Committee shall be submitted to and be approved by the
          Board of Directors at their next regular or special meeting. 
          The Board of Directors shall have the power at any time to fill
          vacancies in, to change the membership of, or to dissolve the
                    Executive Committee.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at their meeting held June 7, 1990, Section 2 of ARTICLE III of
          the By-Laws of Skyline Corporation is hereby amended to
          provide as follows:
          
          
                      ARTICLE III
                MEETING OF SHAREHOLDERS
          
               Section 2 - Annual Meeting
          
               The Annual Meeting of the Shareholders for the election
          of Directors, and for the transaction of such other business as
          may properly come before the meeting, shall be held at 10:00
          o'clock A.M., local time, or at such other time that the Board of
          Directors may determine, on the third Monday in September of
          each year, if such day is not a legal holiday, and if a holiday,
                    then on the next day that is not a holiday.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at their meeting held June 6, 1991, Section 1 of ARTICLE IV of
          the By-Laws of Skyline Corporation is hereby amended,
          effective as of the date of the 1991 Annual Meeting of
          shareholders, to provide as follows:
          
          
                      ARTICLE IV
                  BOARD OF DIRECTORS
          
               Section 1 - Board of Directors
          
               The Board of Directors shall consist of eight (8)
          members, who shall be elected annually by a majority of the
          shares represented at the Annual Meeting of shareholders.  Such
          directors shall hold office until the next annual meeting of
          shareholders and until their successors are elected and qualified. 
          Directors need not be shareholders of the Corporation.  A
          majority of the Directors at any time shall be citizens of the
          United States.  A member of the board of directors shall be
          elected by the vote of the majority of the directors as Chairman
          of the Board, and such Chairman shall preside at all meetings
                    of the Board of Directors.<PAGE>
                     EXHIBIT A TO
           MINUTES OF ANNUAL MEETING OF THE 
             BOARD OF DIRECTORS OF SKYLINE
          CORPORATION
                HELD SEPTEMBER 16, 1991
                                                                              
                   
          
          AMENDMENTS, NEW PROVISION AND REPEAL
          OF
          A PROVISION OF THE CODE OF BY-LAWS OF
                  SKYLINE CORPORATION
             EFFECTIVE SEPTEMBER 16, 1991
          
               Amendments
          
               The following provisions of the Code of By-Laws of
          Skyline Corporation are amended effective September 16, 1991
          to provide as set forth below:
          
               Article II, Section 3 - Certificates for Shares
          
               Each shareholder shall be entitled to a certificate signed
          by the vice-chairman of the board of directors or the president
          or a vice president and the secretary or any assistant secretary of
          the corporation certifying the number of shares owned by him
          in the corporation.  If such certificate is countersigned by the
          written signature of a transfer agent other than the corporation
          or its employee or by the written signature of a registrar other
          than the corporation or its employee, the signatures of the
          officers of the corporation may be facsimiles.  If such certificate
          is countersigned by the written signature of a registrar other than
          the corporation or its employee, the signatures of the transfer
          agent and the officers of the corporation may be facsimiles.
          
               Every certificate shall state the name of the registered
          holder, the number of shares represented thereby, the par value
          of each share or a statement that such shares have no par value,
          and whether such shares have been fully paid up and are
          nonassessable.  If such shares are not fully paid up, the
          certificate shall be legibly stamped to indicate the per centum
          which has been paid up, and as further payments are made
          thereon the certificate shall be stamped accordingly.
          
               If the corporation is authorized to issue shares of more
          than one class, every certificate shall state the kind and class of
          shares represented thereby, and the relative rights, interests,
          preferences and restrictions of such class, or a summary thereof;
          provided that such statement may be omitted from the certificate
          if it shall be set forth upon the face or back of the certificate that
          such statement, in full, will be furnished by the corporation to
          any shareholder upon written request and without charge.
          
               Article III, Section 3 - Special Meetings
          
               Special meetings of the shareholders may be called by
          the chairman of the board of directors, the vice-chairman of the
          board of directors, the president, or by the board of directors.
          
               Article III, Section 8 - Organization
          
               The chairman of the board of directors, and in his
          absence any director designated by the board of directors
          including the vice-chairman and the president, shall call
          meetings of the shareholders to order and shall act as chairman
          of such meetings, and the secretary or the assistant secretary of
          the corporation shall act as secretary of all meetings of the
          shareholders.  In the absence of the secretary and assistant
          secretary, the presiding officer may appoint a shareholder to act
          as secretary of the meeting.
          
               Article IV, Section 7
          
               Regular Meetings
          
               Regular meetings of the board of directors may be held
          without notice at such time and place, either within or without
          the State of Indiana, as shall from time to time be determined by
          the board.
          
               Special Meetings
          
               Special meetings of the board of directors shall be held,
          either within or without the State of Indiana, whenever called by
          the chairman of the board of directors, or the vice-chairman of
          the board of directors, or the president or by any three (3) of the
          directors.  Oral, telegraphic or written notice shall be given, sent
          or mailed not less than one (1) day before the meeting and shall
          state the purposes of the meeting, and the date, place and hour
          of such meeting.
          
               Waivers of Notice
          
               Notice of a meeting need not be given to any director
          who submits a signed waiver of notice whether before or after
          the meeting, and attendance at the meeting by any director shall
          constitute waiver of notice by such director.
          
               Article IV, Section 9 - Organization
          
               The chairman of the board of directors and in his absence
          the vice-chairman of the board of directors, and in their absence
          the president and in their absence any director chosen by the
          directors, present, shall call meetings of the board of directors
          to order, and shall act as chairman of such meetings.  The
          secretary of the corporation shall act as secretary of the board of
          directors, but in the absence of the secretary the presiding
          officer may appoint any director to act as secretary of the
          meeting.
          
               Article V, Section 1 - Officers
          
               The officers of the corporation shall consist of a
          chairman of the board of directors, a vice-chairman of the board
          of directors, a president, one or more vice presidents or senior
          vice-presidents, a secretary, an assistant secretary and a
          treasurer.  Any two or more offices may be held by the same
          person, except that the duties of the president and secretary shall
          not be performed by the same person.  The board of directors by
          resolution may create and define the duties of other offices in
          the corporation, and may elect or appoint person to fill such
          offices.
          
               Article VI, Section 3 - President
          
               The president shall perform such duties as this code of
          by-laws provides, or the board of directors may prescribe.
          
               Article V, Section 8 - Execution of Documents
          
               Unless otherwise provided by the board of directors, all
          contracts, leases, commercial paper, bonds, deeds, mortgages,
          and all other legal instruments or documents shall be signed by
          the vice-chairman of the board of directors or the president and,
          if required shall be attested by the secretary or assistant
          secretary.  All certificates of stock shall be signed by the vice-
          chairman of the board of directors or the president or a vice
          president and the secretary or assistant secretary.
          
               New Provision
          
               The Code of By-Laws of Skyline Corporation is amended
          effective September 16, 1991, to add a new Section 11 to Article
          V, to provide as set forth below:
          
               Article V, Section 11 - Vice-Chairman of the Board of
          Directors
          
               The vice-chairman of the board of directors shall perform
          such duties as this code of by-laws provides, or the board of
          directors may prescribe.
          
               The vice-chairman of the board of directors shall have
          full authority to execute proxies in behalf of the corporation, to
          vote stock owned by it in any other corporation, and to execute,
          with the secretary, powers of attorney appointing other
          corporations, partnerships, or individuals the agent of the
          corporation, all subject to the provisions of The Indiana
          Business Corporation Law, as amended, the Articles of
          Incorporation and this code of by-laws.
          
               Repeal
          
               The Code of By-Laws of Skyline Corporation is amended
          effective September 16, 1991, to repeal the provisions of
          Section 12 of Article IV, which before being repealed provided
          as set forth below:
          
               Article IV, Section 12 - Finance Committee
          
               The chairman of the board of directors may, whenever he
          sees fit, select and designate a finance committee of three (3)
          members from the Board of Directors, which shall include the
          chairman of the board of directors, which committee shall,
          except as to matters upon which the Board of Directors has
          acted, decide all questions concerning the financial matter of the
          Corporation; PROVIDED ALWAYS that all decisions made by
          such committee shall be submitted to and approved by the Board
          of Directors at their next regular or special meeting.  The
          chairman of the board of directors shall have the power at any
          time, to fill vacancies in, to change the membership of, or to
                    dissolve the finance committee.<PAGE>
                           AMENDMENT TO BY-LAWS
          
               Pursuant to resolution adopted by the Board of Directors
          at their meeting held June 18, 1992, Section 1 of ARTICLE IV
          of the By-Laws of Skyline Corporation is hereby amended,
          effective as of the date of the 1992 Annual Meeting of
          shareholders, to provide as follows:
          
          
                      ARTICLE IV
                  BOARD OF DIRECTORS
          
               Section 1 - Board of Directors
          
               The Board of Directors shall consist of nine (9) members,
          who shall be elected annually by a majority of the shares
          represented at the Annual Meeting of the Shareholders.  Such
          Directors shall hold office until the next annual meeting of
          shareholders and until their successors are elected and qualified. 
          Directors need not be Shareholders of the Corporation.  A
          majority of the Directors at any time shall be citizens of the
          United States.  A member of the Board of Directors shall be
          elected by a vote of the majority of the Directors as Chairman
          of the Board, and such Chairman shall preside at all meetings of
                    the Board of Directors.<PAGE>
                           AMENDMENT TO BY-LAWS
                ADOPTED MARCH 18, 1993
          
               Pursuant to resolutions of the Board of Directors of
          Skyline Corporation, the By-Laws of the Corporation are hereby
          amended to provide as follows:
          
               Section 11 of ARTICLE IV (BOARD OF DIRECTORS)
          is hereby amended as set forth below:
          
               Section 11 - Executive Committee of the Board of
          Directors
          
               The Board of Directors may, whenever it sees fit, by a
          majority vote of the number of Directors elected and qualified
          from time to time, designate an Executive Committee of not less
          than three (3) persons from its members which Committee shall,
          except as to matters upon which the Board of Directors has
          acted, have and exercise the full power of the Board of
          Directors in the management of the business and affairs of the
          Corporation, including but not limited to the power to authorize
          dividend distributions according to a formula, method or limit,
          or within a range, prescribed by the Board of Directors;
          PROVIDED, always, that all business transacted by such
          Committee shall be submitted to and be approved by the Board
          of Directors at their next regular or special meeting.  The Board
          of Directors shall have the power at any time to fill vacancies in,
          to change the membership of, or to dissolve the Executive
                    Committee.<PAGE>
                           AMENDMENT TO BY-LAWS
                 ADOPTED MAY 31, 1993
          
               Pursuant to resolutions of the Board of Directors of
          Skyline Corporation, the By-Laws of the Corporation are hereby
          amended to provide as follows:
          
               Section 13 of ARTICLE IV (BOARD OF DIRECTORS)
          is hereby amended as set forth below:
          
               Section 13 - Governance and Compensation Committee
          
               The Board of Directors, by resolution of a majority of the
          whole Board, shall appoint a Governance and Compensation
          Committee to consist of not less than three (3) directors, none
          of whom shall be an officer or employee of the Corporation or
          of any subsidiary or affiliated corporation.  The functions of the
          Governance and Compensation Committee shall be (a) to
          identify and make recommendations to the Board of Directors
          regarding candidates for election to the Board, (b) to review and
          make recommendations to the Board of Directors regarding the
          renomination of incumbent directors, (c) to perform other
          related tasks, such as studying the size, committee structure or
          meeting frequency of the Board, making studies or
          recommendations regarding management succession, or tasks of
          similar character as may be requested from time to time by the
          Board of Directors or the Chief Executive Officer, (d) to
          establish the compensation of the Chief Executive Officer of the
          Corporation, (e) to consult with the Chief Executive Officer
          with respect to the compensation of officers and executive
          employees of the Corporation and its subsidiaries, and (f) to
          undertake such additional similar functions and activities as may
          be required by other compensation plans maintained by the
          Corporation or as may be requested from time to time by the
          Board of Directors.
          
               The Board of Directors, by resolution of a majority of the
          whole Board, shall designate one member of the Governance
          and Compensation Committee to act as chairman of the
          Committee.  The Committee member so designated shall (a)
          chair all meetings of the committee, (b) chair meetings involving
          only non-employee directors, (c) coordinate an annual
          performance evaluation of the Corporation, (d) coordinate the
          evaluation of the performance of the Chief Executive Officer,
          and (e) perform such other activities as from time to time are
                    requested by the other directors.<PAGE>
                           AMENDMENT TO BY-LAWS
                ADOPTED MARCH 16, 1994
          
               Pursuant to resolutions of the Board of Directors of
          Skyline Corporation, the By-Laws of the Corporation are hereby
          amended to provide as follows:
          
               ARTICLE V (OFFICERS OF THE CORPORATION) is
          hereby amended to add a new Section 12 as set forth below:
          
               The Corporate Controller shall cause to be kept full and
          accurate books and accounts of all assets, liabilities and
          transactions of the corporation.  The Corporate Controller shall
          establish and administer an adequate plan for the control of
          operations, including systems and procedures required to
          properly maintain internal controls on all financial transactions
          of the corporation.  The Corporate Controller shall prepare, or
          cause to be prepared, statements of the financial condition of the
          corporation and proper profit and loss statements covering the
          operations of the corporation and such other and additional
          financial statements, if any, as the Chairman of the Board of
          Directors, Vice Chairman of the Board of Directors, President
          or Chief Financial Officer from time to time shall require.  The
          Corporate Controller also shall perform such other duties as may
          be assigned by the Chairman of the Board of Directors, Vice
          Chairman of the Board of Directors, President or Chief
          Financial Officer, from time to time.


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