EXHIBIT (3)
 
 
 
                                   Articles of Incorporation<PAGE>
                                   
 
              ARTICLES OF INCORPORATION
                         OF
                 SKYLINE HOMES, INC.
 
     The undersigned incorporators, desiring to form a corporation
(hereinafter referred to as the "Corporation") pursuant to the provisions
of The Indiana General Corporation Act, as amended (hereinafter
referred to as the "Act"), execute the following Articles of
Incorporation.
 
                      ARTICLE I
                        Name
 
     The name of the Corporation is Skyline Homes, Inc.
 
                     ARTICLE II
                      Purposes
 
     The purposes for which the Corporation is formed are:
 
     A.   To manufacture, build, construct, make and repair house
trailers and cargo trailers, and parts for same; to buy, sell, trade and
exchange, and to otherwise deal in new and used house trailers and
cargo trailers, at wholesale and at retail; and to do any and all things
legal, necessary or proper to be done for the successful conduct of the
business herein contemplated and incident to said business.
 
     B.   To make, construct, and build materials for the
construction, alteration, or repair of any and all classes of dwelling
houses, garages, outbuildings, farm buildings, commercial and
industrial buildings, and improvements of any kind and nature
whatsoever; to make, construct and build any and all classes of
cabinets, and ready-cut and pre-fabricated housing and building
materials and products.
 
     C.   To conduct and carry on the business of builders and
contractors for the purpose of building, erecting, constructing, altering,
repairing or doing any other work in connection with any and all
classes of dwelling houses, garages, out-buildings, farm buildings,
commercial and industrial buildings, and improvements of any kind and
nature whatsoever, including the locating, laying out and constructing
of roads, avenues, docks, slips, sewers, bridges, wells, walls and all
classes of buildings, erections, and works, both public and private, or
integral parts thereof.
 
     D.   To buy, sell, trade and deal in, at wholesale and retail,
any and all kinds of new and second-hand building materials, and
products.
 
 
     E.   To acquire, purchase, own, lease and operate, and to sell,
lease or otherwise dispose of any and all machinery, appliances and
equipment necessary, convenient or incident to the conduct of the
construction business.
 
     F.   To acquire, purchase, own, sell and lease real estate.
 
     G.   To pay for any property, real or personal, this corporation
may acquire or purchase, with shares of the capital stock, bonds or
other obligations or securities of this corporation, or to issue its shares
of stock in exchange therefor.
 
     H.   The foregoing clauses shall be construed as powers, as
well as purposes, and the matters expressed in each clause shall, except
if otherwise provided, be in no wise limited by reference to, or
inference from, the terms of any other clause, but shall be regarded as
independent powers and purposes; and the enumeration of specific
powers and purposes shall not be construed to limit or restrict in any
manner the meaning of the general terms or the general powers of the
corporation; nor shall the expressing of one thing be deemed to exclude
another not expressed; although it be of like nature.
 
     I.   The corporation shall be authorized to exercise and enjoy
all other powers, rights and privileges, granted by an Act of the General
Assembly of the State of Indiana, entitled "The Indiana General
Corporation Act", approved March 16, 1929, to corporations organized
thereunder, and all the powers conferred by all acts heretofore or
hereafter amendatory of, or supplemental to, the said Act or the said
laws; and the enumeration of certain powers as herein specified, is not
intended as exclusive of, or as a waiver of, any of the powers, rights or
privileges granted or conferred by said Act or the said laws now or
hereafter in force; provided, however, that the corporation shall not, in
any State, carry on any business or exercise any powers, which a
corporation organized under the laws thereof could not carry on and
exercise.
 
                     ARTICLE III
                  Term of Existence
 
     The period during which the Corporation shall continue is
perpetual.
 
                     ARTICLE IV
         Principal Office and Resident Agent
 
     The post-office address of the principal office of the Corporation
is 2520 By-Pass Road, Elkhart, Indiana; and the name and post-office
address of its Resident Agent in charge of such office is J. Arthur
Decio, Jr., 2520 By-Pass Road, Elkhart, Indiana.
 
 
 
                      ARTICLE V
               Amount of Capital Stock
 
     The total number of shares into which the authorized capital
stock of the Corporation is divided is Ten Thousand (10,000) shares
consisting of 10,000 shares with the par value of $10.00 per share, and
No shares without par value.
 
                     ARTICLE VI
               Terms of Capital Stock
 
     The authorized capital stock of this corporation shall consist of
10,000 shares of common stock, with a par value of $10.00 per share,
all of one and the same class, with equal rights, privileges, powers,
obligations, liabilities, duties and restrictions.
 
                     ARTICLE VII
           Voting Rights of Capital Stock
 
     All common shareholders of this corporation shall be entitled to
one vote for each share standing in their names on the books of the
corporation ten (10) days before the date fixed for holding any special
or regular meeting of shareholders.
 
                    ARTICLE VIII
                   Paid-in Capital
 
     The amount of paid-in capital, with which the Corporation is
beginning business, is $100,00.00.
 
                     ARTICLE IX
              Data Respecting Directors
 
     Section 1.  Number.
     The number of directors of this corporation shall be five.
 
     Section 2.  Qualifications.
     Directors need not be shareholders of the Corporation.  A
majority of the Directors at any time shall be citizens of the United
States.
 
                      ARTICLE X
          Further Data Respecting Directors
 
     Section 1.  Names and Post-Office Addresses.
     The names and post-office addresses of the first Board of
Directors of the Corporation are as follows:
 
Name      Number and Street or Building City Zone State
Julius A. Decio, Sr., 122 Miami Avenue, Elkhart, Indiana
J. Arthur Decio, Jr., 2520 By-Pass Road, Elkhart, Indiana
Frank A. Vite, 3503 Gordon Road, Elkhart, Indiana
Richard M. Treckelo, 1200 Worthmore Avenue, Elkhart, Indiana
Michael DiVietro, 908 West Grove Street, Mishawaka, Indiana
 
     Section 2.  Citizenship.
     All of such Directors are citizens of the United States.
 
                     ARTICLE XI
            Data Respecting Incorporators
 
     Section 1.  Names and Post-Office Addresses.
     The names and post-office addresses of the incorporators of the
Corporation are as follows:
 
Name      Number and Street or Building City Zone State
J. Arthur Decio, Jr., 2520 By-Pass Road, Elkhart, Indiana
Frank A. Vite, 3503 Gordon Road, Elkhart, Indiana
Michael DiVietro, 908 West Grove Street, Mishawaka, Indiana
 
     Section 2.  Age and Citizenship.
     All of such incorporators are of lawful age; and all of such
incorporators are citizens of the United States.
 
     Section 3.  Compliance with Provisions of Sections 15 and 16
of the Act.
     The undersigned incorporators hereby certify that the person or
persons intending to form the Corporation first caused lists for
subscriptions to the shares of the capital stock of the Corporation to be
opened at such time and place as he or they determined; when such
subscriptions had been obtained in an amount not less than $1,000,
such person or persons, or a majority of them, called a meeting of such
subscribers for the purpose of designating the incorporators and of
electing the first Board of Directors; the incorporators so designated are
those named in Section 1 of this Article; and the Directors so elected
are those named in Section 1 of Article X.
 
                     ARTICLE XII
      Provisions for Regulation of Business and
          Conduct of Affairs of Corporation
 
     A.   The shareholders shall have preemptive rights to
subscribe to or purchase any additional issues of shares of the capital
stock of the corporation of any class, and any shares of the corporation
purchased or acquired by the corporation and not cancelled, but held as
Treasury Stock.
 
     B.   The consideration for the issuance of shares of the capital
stock of this 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, and when such
consideration has been received by the corporation for such shares,
such shares shall be deemed fully paid and not liable to any further call
or assessment, and the holder thereof shall not be liable for any further
payment therefor, or on account thereof.
 
     C.   The Board of Directors shall make, alter, amend or repeal
by-laws for the government and regulation of the affairs of the
corporation.
 
     D.   This corporation shall have power to carry on and
conduct its said business or any part thereof, and to have one or more
offices in the State of Indiana, and in the various other States,
territories, colonies and dependencies of the United States, in the
District of Columbia, and in all or any foreign countries; and to
acquire, own, hold and use, and to lease, mortgage, pledge, sell, convey
or otherwise dispose of property, real and/or personal, tangible and/or
intangible, out of this State.
 
     E.   The owner of any share of common stock of this
corporation, the personal representative, executor or administrator of
any deceased owner of such stock, the grantee or assignee of any share
or shares of stock of this corporation sold on execution, attachment or
under order of any court, or in bankruptcy or receivership proceedings,
who shall be desirous of selling any of his shares of stock in this
corporation, shall have no right, power or authority to sell such share
or shares and shall not be entitled to have such shares transferred on the
records of the corporation, until he shall first offer, in writing, to sell
such share or shares to this corporation.  This corporation shall have
thirty (30) days thereafter within which to purchase said shares from
such shareholder, and pay in cash to such shareholder the book value
of said stock as fixed and determined by the last audit report for the
corporation.  Upon the election of said corporation to purchase said
stock at book value as herein fixed and determined, the certificate
evidencing such share or shares shall be assigned to the corporation by
such shareholder and the corporation shall pay to such shareholder, in
cash, the book value of such share or shares as herein determined.  Any
share or shares so purchased by the corporation shall become treasury
stock of the corporation.  If the corporation does not elect to purchase
such stock as herein provided, then such stock may be sold to any other
person, firm or corporation.
 
     IN WITNESS WHEREOF, the undersigned, being all of the
incorporators designated in Article XI, execute these Articles of
Incorporation and certify to the truth of the facts herein stated, this 27th
day of May, 1959.
 
 
                                        /s/ J. Arthur
Decio, Jr.
                                        (Written
Signature)
 
                                        J. Arthur Decio,
Jr.
                                        (Printed
Signature)
 
                                        /s/ Frank A.
Vite
                                        (Written
Signature)
 
                                        Frank A. Vite
                                        (Printed
Signature)
 
                                        /s/ Michael
DiVietro
                                        (Written
Signature)
 
                                        Michael
DiVietro
                                        (Printed
Signature)
 
STATE OF INDIANA         )
                         )  SS:
COUNTY OF ELKHART   )
 
     I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that J. Arthur Decio, Jr., Frank A. Vite and Michael DiVietro, being all
of the incorporators referred to in Article XI of the foregoing Articles
of Incorporation, personally appeared before me; acknowledged the
execution thereof; and swore to the truth of the facts therein stated.
 
     WITNESS my hand and Notarial Seal this 27th day of May,
1959.
 
                                        /s/ Alice M.
Hunter
                                        (Written
Signature)
 
                                        Alice M. Hunter
                                        (Printed
Signature)
                                        Notary Public
My commission expires

May 16, 1960