As filed with the Securities and Exchange Commission on November 7, 1994
                                             Registration No. 33-
==============================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                                 --------

                                 FORM S-8

                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933

                                 --------


                             FORUM GROUP, INC.
      Indiana         8900 Keystone Crossing, Suite 200            61-0703072
     (State of        Indianapolis, Indiana  46240-0498       (I.R.S. Employer
   Incorporation)             (317) 846-0700                Identification No.)


                 FORUM GROUP, INC. EQUITY INCENTIVE PLAN

                            ------------------

                           JOHN H. SHARPE, Esq.
                        Vice President, Secretary
                           and General Counsel
                            Forum Group, Inc.
                    8900 Keystone Crossing, Suite 200
                    Indianapolis, Indiana  46240-0498
                              (317) 846-0700
                           (Agent for Service)

                             With copies to:

                         ROBERT A. PROFUSEK, Esq.
                        Jones, Day, Reavis & Pogue
                           599 Lexington Avenue
                        New York, New York  10022
                              (212) 326-3939
                            ------------------

                     CALCULATION OF REGISTRATION FEE
==============================================================================
                     |            | Proposed  |  Proposed   |
                     | Proposed   | Maximum   |  Maximum    |  Amount of
                     | Amount     | Offering  |  Aggregate  |  Registration
Title of Securities  | to be      | Price     |  Offering   |  Fee
to Be Registered     | Registered | Per Share |  Price      |
- ---------------------+------------+-----------+-------------+-----------------
Common Stock, without| 2,250,000  | $6.625    |$14,906,250  | $5,140.12
par value            | shares     |    (1)    |     (1)     |
==============================================================================

(1)  Estimated solely for the purpose of computing the registration fee in
     accordance with Rule 457(h)(1).

                               Page 1 of 59
                     Exhibit Index Appears on Page 7                        1
<PAGE>
                              PART II

Item 3.  Incorporation of Documents by Reference

 The following documents (or, as applicable, the portions thereof
specified below) filed by Forum Group, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference, as of their respective dates, into this
Registration Statement:

  (a) The Company's Annual Report on Form 10-K (the "Form 10-K") for
the fiscal year ended March 31, 1994, filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as amended by the Form 10-K/A-1 filed by the
Company on July 29, 1994; and

  (b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1994, and all other reports, if any, filed by
the Company pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year ended March 31, 1994; and

  (c) The description of the Common Stock contained in the Company's
Registration Statement filed pursuant to Section 12 of the Exchange
Act, and all amendments and reports, if any, filed by the Company
for purposes of updating that description.

In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
such securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a
part hereof from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers

  The Indiana Business Corporation Law (the "IBCL") authorizes a
corporation to indemnify its directors, officers, employees and
agents against expenses in certain proceedings provided the
indemnified person (i) acted in good faith, (ii) reasonably
believes, if acting in an official capacity, that his or her conduct
was in the best interest of the corporation or, in all other cases,
that his or her conduct was at least not opposed to the best
interest of the corporation, and (iii) in the case of criminal
proceedings, had reasonable cause to believe that his or her conduct
was lawful or had no reasonable cause to believe that his or her
conduct was unlawful.   The IBCL provides that a corporation must
indemnify its directors, officers, employees and agents who are
wholly successful, on the merits or otherwise, against expenses in
the defense of such proceedings.  The IBCL provides, however, that
this indemnification is not exclusive of any other indemnification
rights provided by the articles of incorporation, by-laws,
resolution or other authorization adopted by a majority vote of the
voting shares then issued and outstanding.

  Under the IBCL, a corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
enterprise, against any liability asserted against him or her and
incurred by him or her in any such capacity, or arising out of his
or her status as such, whether or not the corporation would have the
power to indemnify him or her against the liability under the
provisions of the IBCL.  The Company has purchased such insurance.

  Under the Company's Amended and Restated Articles of Incorporation
(the "Amended and Restated Articles of Incorporation"), each person
who is or was or had agreed to become a director or officer of the
Company, and each such person who is or was serving or had agreed to
serve at the request of the Board of Directors of the Company or an
officer of the Company as an employee or agent of the Company or as
a director, officer, employee or agent of another enterprise, will
be indemnified by the Company to the full extent permitted by the
IBCL or any other applicable law and will be entitled to advancement
of expenses in connection therewith.  Such right of indemnification
and of advancement of expenses (i) is not exclusive of any other
rights to which any person seeking indemnification or advancement of
expenses under the Amended and Restated Articles

                                  2                                         2
<PAGE>
of Incorporation may otherwise be entitled, including without limitation
pursuant to any contract approved by a majority of the entire Board of
Directors of the Company and (ii) is applicable to matters otherwise within
the scope of indemnification provisions of the Amended and Restated
Articles of Incorporation whether or not such matters arose or arise
before or after the adoption of such provisions.  Under the Amended
and Restated Articles of Incorporation, (i) the Company may adopt
by-laws or enter into one or more agreements with any person, which
provide for indemnification and/or advancement of expenses greater
or different than that provided in the IBCL and (ii) in the event
that the Company enters into an agreement with any person providing
for indemnification and/or advancement of expenses, in respect of
the retention of counsel to represent the indemnified person, the
provisions of such agreement will exclusively govern the Company's
obligations in respect of the indemnification for and advancement of
fees of counsel.  Under the Amended and Restated Articles of
Incorporation, no amendment or repeal of, or adoption of any
provision inconsistent with, the indemnification provisions of the
Amended and Restated Articles of Incorporation will adversely affect
any right or protection existing thereunder, or arising out of facts
occurring prior to such amendment, repeal or adoption and no such
amendment, repeal or adoption will affect the legality, validity or
enforceability of any contract entered into or right granted prior
to the effective date of such amendment, repeal or adoption.

  As authorized by the IBCL and the Amended and Restated Articles of
Incorporation, the Company has entered into an indemnification
agreement with each of its directors.  These indemnification
agreements provide for, among other things, (i) the indemnification
by the Company of the indemnitees thereunder to the full extent
permitted by the IBCL, (ii) the advancement of attorneys' fees and
other expenses, and (iii) the establishment, upon approval by the
Board of Directors of the Company, of trusts or other funding
mechanisms to fund the Company's indemnification obligations
thereunder.

Item 8.  Exhibits

           4.1  --   Forum Group, Inc. Equity Incentive Plan

           4.2  --   Form of Stock Option Agreement

           4.3  --   Amended and Restated Articles of Incorporation
                     of the Company

           4.4  --   Amended and Restated Code of By-Laws of the
                     Company (incorporated by reference to Exhibit 3.2
                     to the Form 10-K)

           5    --   Opinion of John H. Sharpe, Esq.

           23.1 --   Consent of KPMG Peat Marwick LLP

           23.2 --   Consent of John H. Sharpe, Esq. (included in
                     Exhibit 5)

           24   --  Powers of Attorney


Item 9.  Undertakings

    A.   The Company hereby undertakes:

         (1)  To file, during any period in which offers or sales
    are being made, a post-effective amendment to this Registration
    Statement; (i) to include any prospectus required by Section
    10(a)(3) of the Securities Act of 1933, as amended (the
    "Securities Act"), unless the information required to be
    included in such post-effective amendment is contained in
    periodic reports filed by the Company pursuant to Section 13 or
    Section 15(d) of the Exchange Act and incorporated herein by
    reference; (ii) to reflect in the prospectus any facts or events
    arising after the effective date of this Registration Statement
    (or the most recent post-effective amendment thereof) which,
    individually or in the aggregate, represent a fundamental change
                                  3                                         3
<PAGE>
    in the information set forth in this Registration Statement
    unless the information required to be included in such
    post-effective amendment is contained in periodic reports filed
    by the Company pursuant to Section 13 or Section 15(d) of the
    Exchange Act and incorporated herein by reference; and (iii) to
    include any material information with respect to the plan of
    distribution not previously disclosed in this Registration
    Statement or any material change to such information in this
    Registration Statement;

         (2)  That, for the purpose of determining any liability
    under the Securities Act, each such post-effective amendment
    shall be deemed to be a new registration statement relating to
    the securities offered therein, and the offering of such
    securities at that time shall be deemed to be the initial bona
    fide offering thereof; and

         (3)  To remove from registration by means of a
    post-effective amendment any of the securities being registered
    which remain unsold at the termination of the offering.

    B.   The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

    C.   Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.

                                  4                                         4
<PAGE>

                             SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this Registration Statement
on Form S-8 and has duly caused this Registration Statement on Form
S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, State of Indiana, on this
7th day of November, 1994.

                                  FORUM GROUP, INC.


                                  By:        /s/ John H. Sharpe
                                       -----------------------------
                                                 John H. Sharpe
                                       Vice President, Secretary and
                                                General Counsel

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following
persons in the capacities and on the date(s) indicated.

        Signature                    Title                         Date
        ---------                    -----                         ----

            *             President, Chief Executive         November 7, 1994
    --------------------   Officer and Director
       Mark L. Pacala      (principal executive officer)


            *             Senior Vice President, Treasurer   November 7, 1994
    --------------------   and Chief Financial Officer
       Paul A. Shively     (principal financial and
                            accounting officer)


            *                    Director                    November 7, 1994
    --------------------
      Peter P.  Copses


            *                    Director                    November 7, 1994
    --------------------
      Daniel A.  Decker


            *                    Director                    November 7, 1994
    --------------------
       James A. Eden


            *                    Director                    November 7, 1994
    --------------------
     Asher O. Pacholder


            *                    Director                    November 7, 1994
    --------------------
    William G. Petty, Jr.

                                  5                                         5
<PAGE>

            *                    Director                   November 7, 1994
    --------------------
     Antony P. Ressler


            *                    Director                   November 7, 1994
    --------------------
       D. Ellen Shuman


            *                    Director                   November 7, 1994
    --------------------
       Eric P. Siegel


            *                    Director                   November 7, 1994
    --------------------
      Merlin C. Spencer


            *                    Director                   November 7, 1994
    --------------------
      Robert A. Whitman


            *                    Director                   November 7, 1994
    --------------------
     George D. Woodard



                                          * By     /s/ John H. Sharpe
                                                ------------------------
                                                  John H. Sharpe,
                                                  Pursuant to a Power of
                                                  Attorney contemporaneously
                                                  filed with the Commission
                                                  as Exhibit 24 hereto.

                                  6                                         6
<PAGE>

                         INDEX TO EXHIBITS
                         -----------------

                                                        Sequentially
Exhibit                                                   Numbered
  No.                       Exhibit                         Page
- -------                     -------                     ------------

  4.1     Forum Group, Inc. Equity Incentive Plan            8

  4.2     Form of Stock Option Agreement                     21

  4.3     Amended and Restated Articles of                   27
          Incorporation of the Company

  4.4     Amended and Restated Code of By-Laws of the        --
          Company (incorporated by reference to
          Exhibit 3.2 to the Form 10-K)

   5      Opinion of John H. Sharpe, Esq.                    42

  23.1    Consent of KPMG Peat Marwick LLP                   44

  23.2    Consent of John H. Sharpe, Esq. (included in       --
          Exhibit 5)

   24     Powers of Attorney                                 46

                                  7                                         7
<PAGE>

                            EXHIBIT 4.1



              Forum Group, Inc. Equity Incentive Plan

                                                                            8
<PAGE>

                         FORUM GROUP, INC.

                       EQUITY INCENTIVE PLAN


      1.    Purpose.   The purpose of this Plan is  to  attract  and
retain  qualified  officers and other salaried  employees  of  Forum
Group,  Inc. (the "Corporation") and its Subsidiaries and to provide
such persons with appropriate incentives.

     2.   Definitions.  As used in this Plan,

       "Appreciation  Right"  means  a  right  granted  pursuant  to
Section 5 of this Plan, including a Free-standing Appreciation Right
and a Tandem Appreciation Right.

      "Base  Price"  means the price to be used  as  the  basis  for
determining   the  Spread  upon  the  exercise  of  a  Free-standing
Appreciation Right.

     "Board" means the Board of Directors of the Corporation.

     "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

      "Committee" means the committee described in Section 14(a)  of
this Plan.

      "Common Shares" means (i) shares of the Common Stock,  without
par  value,  of  the  Corporation and (ii) any security  into  which
Common Shares may be converted by reason of any transaction or event
of the type referred to in Section 10 of this Plan.

      "Date  of Grant" means the date specified by the Committee  on
which  a  grant of Option Rights, Appreciation Rights or Performance
Shares  or Performance Units or a grant or sale of Restricted Shares
of  Deferred  Shares  shall become effective,  which  shall  not  be
earlier  than  the  date on which the Committee  takes  action  with
respect thereto.

      "Deferral  Period"  means  the period  of  time  during  which
Deferred Shares are subject to deferral limitations under Section  7
of this Plan.

      "Deferred Shares" means an award pursuant to Section 7 of this
Plan of the right to receive Common Shares at the end of a specified
Deferral Period.

      "Free-standing Appreciation Right" means an Appreciation Right
granted  pursuant to Section 5 of this Plan that is not  granted  in
tandem with an Option Right or similar right.

     "Incentive Stock Option" means an Option Right that is intended
to  qualify as an "incentive stock option" under Section 422 of  the
Code or any successor provision thereto.
                                                                            9
<PAGE>

      "Management  Objectives" means the achievement of  performance
objectives  established pursuant to this Plan for  Participants  who
have received grants of Performance Shares or Performance Units  or,
when so determined by the Committee, Restricted Shares.

      "Market  Value per Share" means the fair market value  of  the
Common Shares as determined by the Committee from time to time.

      "Nonqualified  Option"  means an  Option  Right  that  is  not
intended to qualify as a Tax-qualified Option.

      "Optionee"  means  the person so designated  in  an  agreement
evidencing an outstanding Option Right.

      "Option  Price"  means  the purchase price  payable  upon  the
exercise of an Option Right.

      "Option Right" means the right to purchase Common Shares  from
the  Corporation  upon the exercise of a Nonqualified  Option  or  a
Tax-qualified Option granted pursuant to Section 4 of this Plan.

      "Participant" means a person who is selected by the  Committee
to  receive  benefits under this Plan and (i) is  at  that  time  an
officer, including without limitation an officer who may also  be  a
member  of  the Board, or other salaried employee of or a consultant
to  the Corporation or any Subsidiary or (ii) has agreed to commence
serving in any such capacity.

      "Performance Period" means, in respect of a Performance  Share
or  Performance  Unit,  a  period of time  established  pursuant  to
Section  8  of  this  Plan  within which the  Management  Objectives
relating thereto are to be achieved.

      "Performance Share" means a bookkeeping entry that records the
equivalent of one Common Share awarded pursuant to Section 8 of this
Plan.

      "Performance  Unit" means a bookkeeping entry that  records  a
unit equivalent of $1.00 awarded pursuant to Section 8 of this Plan.

       "Reload   Option  Rights"  means  additional  Option   Rights
automatically  granted to an Optionee upon the  exercise  of  Option
Rights pursuant to Section 4(f) of this Plan.

      "Restricted  Shares"  means  Common  Shares  granted  or  sold
pursuant  to  Section  6  of  this Plan  as  to  which  neither  the
substantial  risk  of  forfeiture nor the restrictions  on  transfer
referred to in Section 6 hereof has expired.

      "Rule 16b-3" means Rule 16b-3, as promulgated and amended from
time  to  time by the Securities and Exchange Commission  under  the
Securities Exchange Act of 1934, or any successor rule to  the  same
effect.
                                  2                                         10
<PAGE>
      "Spread"  means,  in the case of a Free-standing  Appreciation
Right,  the amount by which the Market Value per Share on  the  date
when  the  Appreciation Right is exercised exceeds  the  Base  Price
specified  therein  or, in the case of a Tandem Appreciation  Right,
the  amount by which the Market Value per Share on the date when the
Appreciation  Right is exercised exceeds the Option Price  specified
in the related Option Right.

      "Subsidiary" means a corporation, partnership, joint  venture,
unincorporated association or other entity in which the  Corporation
has  a  direct  or  indirect  ownership or  other  equity  interest;
provided,  however, for purposes of determining whether  any  person
may  be  a Participant for purposes of any grant of Incentive  Stock
Options, "Subsidiary" means any corporation in which the Corporation
owns  or controls directly or indirectly more than 50% of the  total
combined voting power represented by all classes of stock issued  by
such corporation at the time of the grant.

     "Tandem Appreciation Right" means an Appreciation Right granted
pursuant to Section 5 of this Plan that is granted in tandem with an
Option  Right or any similar right granted under any other  plan  of
the Corporation.

      "Tax-qualified Option" means an Option Right that is  intended
to  qualify  under  particular provisions  of  the  Code,  including
without limitation an Incentive Stock Option.

      3.    Shares and Performance Units Available under  the  Plan.
(a)  Subject to adjustment as provided in Section 10 of  this  Plan,
the  number  of Common Shares issued or transferred and  covered  by
outstanding  awards  granted  under  this  Plan  shall  not  in  the
aggregate exceed 2,250,000 Common Shares, which may be Common Shares
of  original  issuance  or  Common Shares  held  in  treasury  or  a
combination thereof.  For the purposes of this Section 3(a):

          (i)   Upon payment in cash of the benefit provided by  any
     award  granted  under this Plan, any Common  Shares  that  were
     covered by that award shall again be available for issuance  or
     transfer hereunder.

          (ii) Common Shares covered by any award granted under this
     Plan  shall  be deemed to have been issued or transferred,  and
     shall cease to be available for future issuance or transfer  in
     respect  of  any other award granted hereunder, at the  earlier
     of  the  time  when they are actually issued or transferred  or
     the  time  when  dividends  or dividend  equivalents  are  paid
     thereon;  provided, however, that Restricted  Shares  shall  be
     deemed  to  have been issued or transferred at the  earlier  of
     the  time  when they cease to be subject to a substantial  risk
     of forfeiture or the time when dividends are paid thereon.

      (b)   Notwithstanding  anything in  Section  3(a)  hereof,  or
elsewhere  in  this Plan, to the contrary, the aggregate  number  of
Common Shares actually issued or transferred by the Corporation upon
the  exercise  of  the  Incentive Stock  Options  shall  not  exceed
2,250,000 Common Shares.
                                  3                                         11
<PAGE>

      4.    Option  Rights.  The Committee may  from  time  to  time
authorize  grants  to  Participants of options  to  purchase  Common
Shares upon such terms and conditions as the Committee may determine
in accordance with the following provisions:

          (a)   Each grant shall specify the number of Common Shares
     to  which  it  pertains; provided, however, that no participant
     shall  be granted Option Rights for more than 1,000,000  Common
     Shares  during  any one fiscal year, subject to  adjustment  as
     provided in Section 10 of this Plan.

          (b)   Each grant shall specify an Option Price per  Common
     Share,  which  shall be equal to or greater or  less  than  the
     Market Value per Share on the Date of Grant.

          (c)  Each grant shall specify the form of consideration to
     be  paid in satisfaction of the Option Price and the manner  of
     payment  of such consideration, which may include (i)  cash  in
     the  form  of  currency  or  check  or  other  cash  equivalent
     acceptable    to    the   Corporation,   (ii)   nonforfeitable,
     unrestricted  Common  Shares, which are already  owned  by  the
     Optionee,  (iii)  any  other  legal  consideration   that   the
     Committee  may  deem appropriate, including without  limitation
     any  form of consideration authorized under Section 4(d) below,
     or  such  basis  as the Committee may determine  in  accordance
     with this Plan and (iv) any combination of the foregoing.

          (d)   Any grant of a Nonqualified Option may provide  that
     payment  of  the Option Price may also be made in whole  or  in
     part  in  the form of Restricted Shares or other Common  Shares
     that  are  subject  to risk of forfeiture  or  restrictions  on
     transfer.  Unless otherwise determined by the Committee  on  or
     after  the Date of Grant, whenever any Option Price is paid  in
     whole  or in part by means of any of the forms of consideration
     specified  in this Section 4(d), the Common Shares received  by
     the  Optionee  upon  the  exercise of the  Nonqualified  Option
     shall   be   subject  to  the  same  risks  of  forfeiture   or
     restrictions  on  transfer  as  those  that  applied   to   the
     consideration  surrendered by the Optionee; provided,  however,
     that  such  risks  of forfeiture and restrictions  on  transfer
     shall  apply only to the same number of Common Shares  received
     by  the  Optionee as applied to the forfeitable  or  restricted
     Common Shares surrendered by the Optionee.

          (e)   Any  grant may provide for deferred payment  of  the
     Option  Price  from the proceeds of sale through  a  broker  of
     some  or  all  of  the  Common Shares  to  which  the  exercise
     relates.

          (f)  Any grant may provide for the automatic grant to  the
     Optionee  of Reload Option Rights upon the exercise  of  Option
     Rights,  including Reload Option Rights, for Common  Shares  or
     any  other noncash consideration authorized under Sections 4(c)
     and  (d) above; provided, however, that the term of any  Reload
     Option  Right  shall not extend beyond the term of  the  Option
     Right originally exercised.

          (g)   Successive grants may be made to the  same  Optionee
     regardless  of whether any Option Rights previously granted  to
     the Optionee remain unexercised.
                                  4                                         12
<PAGE>

          (h)   Each  grant shall specify the period or  periods  of
     continuous   employment,  or  continuous  engagement   of   the
     consulting services, of the Optionee by the Corporation or  any
     Subsidiary  that  are  necessary before the  Option  Rights  or
     installments  thereof shall become exercisable, and  any  grant
     may  provide for the earlier exercise of the Option  Rights  in
     the  event of a change in control of the Corporation  or  other
     similar transaction or event.

          (i)  Option Rights granted pursuant to this Section 4  may
     be   Nonqualified   Options   or   Tax-qualified   Options   or
     combinations thereof.

          (j)   Any  grant  of an Option Right may provide  for  the
     payment  to  the  Optionee of dividend equivalents  thereon  in
     cash  or  Common  Shares on a current, deferred  or  contingent
     basis,   or  the  Committee  may  provide  that  any   dividend
     equivalents shall be credited against the Option Price.

          (k)   No  Option Right granted pursuant to this Section  4
     may be exercised more than 10 years from the Date of Grant.

          (l)   Each grant shall be evidenced by an agreement, which
     shall  be executed on behalf of the Corporation by any  officer
     thereof  and  delivered to and accepted  by  the  Optionee  and
     shall  contain  such terms and provisions as the Committee  may
     determine consistent with this Plan.

      5.    Appreciation Rights.  The Committee may  also  authorize
grants  to  Participants  of Appreciation Rights.   An  Appreciation
Right  shall  be  a  right of the Participant to  receive  from  the
Corporation  an amount, which shall be determined by  the  Committee
and  shall be expressed as a percentage (not exceeding 100%) of  the
Spread  at  the time of the exercise of an Appreciation Right.   Any
grant  of  Appreciation Rights under this Plan shall  be  upon  such
terms  and  conditions as the Committee may determine in  accordance
with the following provisions:

          (a)   Any  grant may specify that the amount payable  upon
     the  exercise  of  an Appreciation Right may  be  paid  by  the
     Corporation  in cash, Common Shares or any combination  thereof
     and  may (i) either grant to the Participant or reserve to  the
     Committee  the  right  to  elect among  those  alternatives  or
     (ii)  preclude the right of the Participant to receive and  the
     Corporation  to issue Common Shares or other equity  securities
     in   lieu   of  cash;  provided,  however,  that  no  form   of
     consideration or manner of payment that would cause Rule  16b-3
     to cease to apply to this Plan shall be permitted.

          (b)   Any  grant may specify that the amount payable  upon
     the  exercise  of  an  Appreciation Right shall  not  exceed  a
     maximum specified by the Committee on the Date of Grant.

          (c)  Any grant may specify (i) a waiting period or periods
     before   Appreciation  Rights  shall  become  exercisable   and
     (ii)   permissible  dates  or  periods  on  or   during   which
     Appreciation Rights shall be exercisable.
                                  5                                         13
<PAGE>
          (d)  Any grant may specify that an Appreciation Right  may
     be  exercised only in the event of a change in control  of  the
     Corporation or other similar transaction or event.

          (e)   Any  grant  may  provide  for  the  payment  to  the
     Participant of dividend equivalents thereon in cash  or  Common
     Shares on a current, deferred or contingent basis.

          (f)   Each grant shall be evidenced by an agreement, which
     shall  be executed on behalf of the Corporation by any  officer
     thereof  and  delivered to and accepted  by  the  Optionee  and
     shall  describe the subject Appreciation Rights,  identify  any
     related  Option Rights, state that the Appreciation Rights  are
     subject  to  all of the terms and conditions of this  Plan  and
     contain  such  other terms and provisions as the Committee  may
     determine consistent with this Plan.

          (g)   Regarding  Tandem Appreciation  Rights  only:   Each
     grant  shall  provide that a Tandem Appreciation Right  may  be
     exercised only (i) at a time when the related Option Right  (or
     any   similar  right  granted  under  any  other  plan  of  the
     Corporation)  is  also exercisable and the Spread  is  positive
     and  (ii)  by  surrender of the related Option Right  (or  such
     other right) for cancellation.

         (h)  Regarding Free-standing Appreciation Rights only:

                    (i)    Each  grant shall specify in  respect  of
          each  Free-standing Appreciation Right a  Base  Price  per
          Common  Share, which shall be equal to or greater or  less
          than the Market Value per Share on the Date of Grant;

                    (ii)  Successive grants may be made to the  same
          Participant   regardless  of  whether  any   Free-standing
          Appreciation Rights previously granted to the  Participant
          remain unexercised;

                      (iii)                                     Each
          grant  shall  specify the period or periods of  continuous
          employment,  or  continuous engagement of  the  consulting
          services,  of  the Participant by the Corporation  or  any
          Subsidiary  that  are necessary before  the  Free-standing
          Appreciation  Rights or installments thereof shall  become
          exercisable;  and any grant may provide  for  the  earlier
          exercise of the Free-standing Appreciation Rights  in  the
          event  of a change in control of the Corporation or  other
          similar transaction or event; and

                    (iv) No Free-standing Appreciation Right granted
          under  this Plan may be exercised more than 10 years  from
          the Date of Grant.

      6.    Restricted  Shares.  The Committee  may  also  authorize
grants or sales to Participants of Restricted Shares upon such terms
and conditions as the Committee may determine in accordance with the
following provisions:
                                  6                                         14
<PAGE>
          (a)   Each  grant  or sale shall constitute  an  immediate
     transfer  of  the ownership of Common Shares to the Participant
     in  consideration  of  the performance of  services,  entitling
     such  Participant  to  dividend,  voting  and  other  ownership
     rights,  subject  to  the substantial risk  of  forfeiture  and
     restrictions on transfer hereinafter referred to.

          (b)   Each  grant  or sale may be made without  additional
     consideration  from  the Participant or in consideration  of  a
     payment  by the Participant that is less than the Market  Value
     per Share on the Date of Grant.

          (c)   Each grant or sale shall provide that the Restricted
     Shares covered thereby shall be subject to a "substantial  risk
     of  forfeiture" within the meaning of Section 83  of  the  Code
     for  a period to be determined by the Committee on the Date  of
     Grant,  and  any  grant  or sale may provide  for  the  earlier
     termination of such period in the event of a change in  control
     of the Corporation or other similar transaction or event.

          (d)   Each  grant or sale shall provide that,  during  the
     period  for  which  such substantial risk of forfeiture  is  to
     continue,  the transferability of the Restricted  Shares  shall
     be  prohibited  or restricted in the manner and to  the  extent
     prescribed  by  the  Committee on  the  Date  of  Grant.   Such
     restrictions   may   include  without  limitation   rights   of
     repurchase  or  first refusal in the Corporation or  provisions
     subjecting  the  Restricted Shares to a continuing  substantial
     risk of forfeiture in the hands of any transferee.

          (e)   Any  grant  or  sale may require  that  any  or  all
     dividends or other distributions paid on the Restricted  Shares
     during   the  period  of  such  restrictions  be  automatically
     sequestered  and reinvested on an immediate or  deferred  basis
     in  additional Common Shares, which may be subject to the  same
     restrictions   as   the   underlying  award   or   such   other
     restrictions as the Committee may determine.

           (f)   Each  grant  or  sale  shall  be  evidenced  by  an
     agreement,   which  shall  be  executed  on   behalf   of   the
     Corporation  by  an  officer  thereof  and  delivered  to   and
     accepted  by the Participant and shall contain such  terms  and
     provisions as the Committee may determine consistent with  this
     Plan.    Unless  otherwise  directed  by  the  Committee,   all
     certificates  representing Restricted Shares, together  with  a
     stock  power that shall be endorsed in blank by the Participant
     with  respect  to  the  Restricted Shares,  shall  be  held  in
     custody  by  the  Corporation until  all  restrictions  thereon
     lapse.

      7.   Deferred Shares.  The Committee may also authorize grants
or  sales  of  Deferred Shares to Participants upon such  terms  and
conditions  as  the Committee may determine in accordance  with  the
following provisions:

          (a)  Each grant or sale shall constitute the agreement  by
     the  Corporation  to  issue or transfer Common  Shares  to  the
     Participant  in the future in consideration of the  performance
     of  services,  subject to the fulfillment during  the  Deferral
     Period of such conditions as the Committee may specify.
                                  7                                         15
<PAGE>
          (b)   Each  grant  or sale may be made without  additional
     consideration  from  the Participant or in consideration  of  a
     payment  by the Participant that is less than the Market  Value
     per Share on the Date of Grant.

          (c)   Each  grant or sale shall provide that the  Deferred
     Shares  covered thereby shall be subject to a Deferral  Period,
     which  shall  be fixed by the Committee on the Date  of  Grant,
     and  any  grant or sale may provide for the earlier termination
     of  the Deferral Period in the event of a change in control  of
     the Corporation or other similar transaction or event.

          (d)  During the Deferral Period, the Participant shall not
     have  any right to transfer any rights under the subject award,
     shall  not have any rights of ownership in the Deferred  Shares
     and  shall not have any right to vote the Deferred Shares,  but
     the  Committee may on or after the Date of Grant authorize  the
     payment of dividend equivalents on the Deferred Shares in  cash
     or   additional  Common  Shares  on  a  current,  deferred   or
     contingent basis.

           (e)   Each  grant  or  sale  shall  be  evidenced  by  an
     agreement,   which  shall  be  executed  on   behalf   of   the
     Corporation  by  any  officer  thereof  and  delivered  to  and
     accepted  by the Participant and shall contain such  terms  and
     provisions as the Committee may determine consistent with  this
     Plan.

      8.    Performance Shares and Performance Units.  The Committee
may  also  authorize  grants of Performance Shares  and  Performance
Units,  which  shall  become payable to  the  Participant  upon  the
achievement of specified Management Objectives, upon such terms  and
conditions  as  the Committee may determine in accordance  with  the
following provisions:

          (a)   Each  grant shall specify the number of  Performance
     Shares or Performance Units to which it pertains, which may  be
     subject  to  adjustment to reflect changes in  compensation  or
     other factors.

           (b)    The  Performance  Period  with  respect  to   each
     Performance  Share or Performance Unit shall be  determined  by
     the  Committee  on  the Date of Grant and  may  be  subject  to
     earlier termination in the event of a change in control of  the
     Corporation or other similar transaction or event.

          (c)   Each  grant shall specify the Management  Objectives
     that  are  to  be  achieved by the Participant,  which  may  be
     described   in   terms   of  Corporation-wide   objectives   or
     objectives  that  are  related  to  the  performance   of   the
     individual  Participant or the Subsidiary, division, department
     or  function within the Corporation or Subsidiary in which  the
     Participant   is  employed  or  with  respect  to   which   the
     Participant provides consulting services.

          (d)   Each grant shall specify in respect of the specified
     Management   Objectives   a   minimum   acceptable   level   of
     achievement below which no payment will be made and  shall  set
     forth  a  formula for determining the amount of any payment  to
     be  made  if
                                  8                                         16
<PAGE>
     performance is at or above the minimum acceptable
     level  but  falls  short of full achievement of  the  specified
     Management Objectives.

          (e)   Each  grant  shall specify the time  and  manner  of
     payment  of Performance Shares or Performance Units that  shall
     have  been  earned,  and any grant may specify  that  any  such
     amount  may  be paid by the Corporation in cash, Common  Shares
     or  any  combination  thereof  and  may  either  grant  to  the
     Participant  or  reserve to the Committee the  right  to  elect
     among  those alternatives; provided, however, that no  form  of
     consideration or manner of payment that would cause Rule  16b-3
     to cease to apply to this Plan shall be permitted.

          (f)  Any grant of Performance Shares may specify that  the
     amount  payable with respect thereto may not exceed  a  maximum
     specified by the Committee on the Date of Grant.  Any grant  of
     Performance Units may specify that the amount payable,  or  the
     number  of Common Shares issued, with respect thereto  may  not
     exceed  maximums  specified by the Committee  on  the  Date  of
     Grant.

          (g)   On or after the Date of Grant of Performance Shares,
     the  Committee  may provide for the payment to the  Participant
     of  dividend  equivalents thereon in cash or additional  Common
     Shares on a current, deferred or contingent basis.

          (h)   The  Committee may adjust Management Objectives  and
     the  related minimum acceptable level of achievement if, in the
     sole  judgment  of  the Committee, events or transactions  have
     occurred  after  the Date of Grant that are  unrelated  to  the
     performance of the Participant and result in distortion of  the
     Management  Objectives or the related minimum acceptable  level
     of achievement.

          (i)   Each grant shall be evidence by an agreement,  which
     shall  be executed on behalf of the Corporation by any  officer
     thereof  and  delivered to and accepted by the Participant  and
     shall  contain  such terms and provisions as the Committee  may
     determine consistent with this Plan.

      9.   Transferability.  (a) No Option Right or other derivative
security  (as  that term is used in Rule 16b-3) granted  under  this
Plan  may be transferred by a Participant except by will or the laws
of  descent and distribution.  Option Rights and Appreciation Rights
granted  under this Plan may not be exercised during a Participant's
lifetime  except  by  the  Participant  or,  in  the  event  of  the
Participant's   legal   incapacity,  by  his   guardian   or   legal
representative  acting  in a fiduciary capacity  on  behalf  of  the
Participant under state law and court supervision.

     (b)  Any grant made under this Plan may provide that all or any
part  of  the Common Shares that are to be issued or transferred  by
the  Corporation upon the exercise of Option Rights or  Appreciation
Rights or upon the termination of the Deferral Period applicable  to
Deferred  Shares or in payment of Performance Shares or  Performance
Units,  or  are  no  longer  subject  to  the  substantial  risk  of
forfeiture and restrictions on transfer referred to in Section 6  of
this Plan, shall be subject to further restrictions upon transfer.
                                  9                                         17
<PAGE>

      10.   Adjustments.  The Committee may make or provide for such
adjustments  in  the number of Common Shares covered by  outstanding
Option  Rights, Appreciation Rights, Deferred Shares and Performance
Shares granted hereunder, the Option Prices per Common Share or Base
Prices  per  Common Share applicable to any such Option  Rights  and
Appreciation  Rights,  and the kind of shares (including  shares  of
another issuer) covered thereby, as the Committee may in good  faith
determine  to be equitably required in order to prevent dilution  or
expansion of the rights of Participants that otherwise would  result
from  (a)  any stock dividend, stock split, combination  of  shares,
recapitalization  or other change in the capital  structure  of  the
Corporation  or  (b) any merger, consolidation, spin-off,  spin-out,
split-off, split-up, reorganization, partial or complete liquidation
or  other  distribution of assets, issuance  of  warrants  or  other
rights to purchase securities or any other corporate transaction  or
event  having  an  effect similar to any of the foregoing.   In  the
event of any such transaction or event, the Committee may provide in
substitution for any or all outstanding awards under this Plan  such
alternative  consideration as it may in good faith determine  to  be
equitable  under  the  circumstances and may require  in  connection
therewith  the  surrender of all awards so replaced.  Moreover,  the
Committee may on or after the Date of Grant provide in the agreement
evidencing  any award under this Plan that the holder of  the  award
may elect to receive an equivalent award in respect of securities of
the   surviving  entity  of  any  merger,  consolidation  or   other
transaction  or event having a similar effect, or the Committee  may
provide  that the holder will automatically be entitled  to  receive
such  an  equivalent award.  The Committee may also make or  provide
for  such  adjustments  in  the  maximum  number  of  Common  Shares
specified  in  Section 3(a) of this Plan and the maximum  number  of
Common  Shares  specified  in Section  4(a)  of  this  Plan  as  the
Committee may in good faith determine to be appropriate in order  to
reflect any transaction or event described in this Section 10.

      11.  Fractional Shares.  The Corporation shall not be required
to  issue  any fractional Common Shares pursuant to this Plan.   The
Committee  may provide for the elimination of fractions or  for  the
settlement thereof in cash.

      12.  Withholding Taxes.  To the extent that the Corporation is
required  to  withhold federal, state, local  or  foreign  taxes  in
connection  with  any  payment  made  or  benefit  realized   by   a
Participant  or  other  person under  this  Plan,  and  the  amounts
available  to  the Corporation for the withholding are insufficient,
it  shall be a condition to the receipt of any such payment  or  the
realization of any such benefit that the Participant or  such  other
person make arrangements satisfactory to the Corporation for payment
of  the  balance  of  any taxes required to  be  withheld.   At  the
discretion  of  the  Committee, any such  arrangements  may  without
limitation  include relinquishment of a portion of any such  payment
or  benefit  or  the  surrender of outstanding Common  Shares.   The
Corporation and any Participant or such other person may  also  make
similar  arrangements with respect to the payment of any taxes  with
respect to which withholding is not required.

     13.  Certain Terminations of Employment or Consulting Services,
Hardship, and Approved Leaves of Absence.  Notwithstanding any other
provision  of this Plan to the contrary, in the event of termination
of employment or consulting services by reason of death, disability,
normal  retirement,  early  retirement  with  the  consent  of   the
Corporation,  termination of employment or  consulting  services  to
enter public or military service with the consent of the
                                  10                                        18
<PAGE>
Corporation
or  leave of absence approved by the Corporation, or in the event of
hardship or other special circumstances, of a Participant who  holds
an  Option  Right or Appreciation Right that is not immediately  and
fully exercisable, any Restricted Shares as to which the substantial
risk of forfeiture or the prohibition or restriction on transfer has
not  lapsed, any Deferred Shares as to which the Deferral Period  is
not  complete, any Performance Shares or Performance Units that have
not  been fully earned, or any Common Shares that are subject to any
transfer  restriction pursuant to Section 9(b)  of  this  Plan,  the
Committee  may  take any action that it deems to be equitable  under
the  circumstances  or  in the best interests  of  the  Corporation,
including without limitation waiving or modifying any limitation  or
requirement with respect to any award under this Plan.

      14.   Administration  of the Plan.  (a)  This  Plan  shall  be
administered by the Compensation Committee of the Board, which shall
be  composed of not less than two members of the Board, each of whom
shall  be a "disinterested person" within the meaning of Rule 16b-3.
A  majority of the Committee shall constitute a quorum, and the acts
of  the  members  of the Committee who are present  at  any  meeting
thereof  at which a quorum is present, or acts unanimously  approved
by the members of the Committee in writing, shall be the acts of the
Committee.

      (b)   The interpretation and construction by the Committee  of
any  provision  of  this  Plan  or any  agreement,  notification  or
document evidencing the grant of Option Rights, Appreciation Rights,
Restricted   Shares,   Deferred  Shares.   Performance   Shares   or
Performance  Units, and any determination by the Committee  pursuant
to any provision of this Plan or any such agreement, notification or
document, shall be final and conclusive.  No member of the Committee
shall  be liable for any such action taken or determination made  in
good faith.

      15.   Amendments  and Other Matters.  (a)  This  Plan  may  be
amended  from  time  to  time by the Committee;  provided,  however,
except as expressly authorized by this Plan, no such amendment shall
increase   the   maximum  number  of  Common  Shares  specified   in
Section  3(a) hereof, increase the number of Common Shares specified
in  Section  4(a) hereof or otherwise cause this Plan  to  cease  to
satisfy  any applicable condition of Rule 16b-3, without the further
approval of the shareholders of the Corporation.

      (b)   The  Committee may condition the grant of any  award  or
combination of awards authorized under this Plan on the surrender or
deferral  by the Participant of his or her right to receive  a  cash
bonus or other compensation otherwise payable by the Corporation  or
a Subsidiary to the Participant.

      (c)  This Plan shall not confer upon any Participant any right
with respect to continuance of employment or other service with  the
Corporation  or any Subsidiary and shall not interfere  in  any  way
with  any  right  that  the  Corporation  or  any  Subsidiary  would
otherwise  have to terminate any Participant's employment  or  other
service at any time.

      (d)   (i) To the extent that any provision of this Plan  would
prevent  any  Option  Right  that  was  intended  to  qualify  as  a
Tax-qualified Option from so qualifying, any such provision shall be
null  and  void  with  respect to any such Option  Right;  provided,
however, that any such
                                  11                                        19
<PAGE>
provision shall remain in effect with respect
to  other Option Rights, and there shall be no further effect on any
provision of this Plan.

      (ii)  Any  award that may be made pursuant to an amendment  to
this  Plan that shall have been adopted without the approval of  the
shareholders  of the Corporation shall be null and  void  if  it  is
subsequently determined that such approval was required in order for
this  Plan  to  continue  to  satisfy the applicable  conditions  of
Rule 16b-3.

      16.   Termination  of the Plan.  No further  awards  shall  be
granted under this Plan after the passage of 10 years from the  date
on  which  the  Plan  is first approved by the shareholders  of  the
Corporation.

                                  12                                        20
<PAGE>

                            EXHIBIT 4.2



                   Form of Stock Option Agreement


                                                                            21
<PAGE>


                       STOCK OPTION AGREEMENT
                       ----------------------

     This Stock Option Agreement (this "Agreement) is made by and
between Forum Group, Inc., an Indiana corporation (the
"Company"), and ________________ (the "Optionee").

                            RECITALS

     A.   The Optionee is an employee of the Company and/or one
or more Subsidiaries (as defined below) and has made and is
expected to make a substantial contribution to the performance
and future prospects of the Company; and

     B.   The execution of this Agreement by the Company has been
authorized by a resolution adopted by the Compensation Committee
(the "Committee") of the Board of Directors (the "Board") of the
Company on ___________, ____.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.   Grant of Option.  Pursuant to the Company's Equity
Incentive Plan (the "Plan"), the Company hereby grants to the
Optionee, effective as of ____________, ____ (the "Date of
Grant"), an option (the "Option") to purchase ____ shares of the
Company's common stock, without par value ("Common Stock"), at a
purchase price of $___ per share (the "Option Price").  The
Company will, subject to the terms and conditions of this
Agreement and of the Plan, cause certificates representing any
shares of Common Stock purchased by the Optionee upon full or
partial exercise of the Option in accordance with the terms
hereof to be delivered to the Optionee upon payment in full of
the Option Price therefor.

     2.   Vesting of Option.  (a)  Subject to Sections 2(b) and 4
hereof, the Option will vest and be exercisable with respect to
one-_____ of the shares of Common Stock subject to the Option on
each of the first ____ anniversaries of the Date of Grant,
provided that the Optionee remains in the continuous employ, on a
full-time basis, of the Company or a Subsidiary from the Date of
Grant through the applicable vesting date.  For purposes of this
Agreement, (i) "Subsidiary" means a corporation, partnership,
joint venture, unincorporated association or other entity in
which the Company has a direct or indirect ownership or other
equity interest and (ii) the continuous employment of the
Optionee with the Company or a Subsidiary will not be deemed to
have been interrupted, and the Optionee will not be deemed to
have ceased to be an employee of the Company or a Subsidiary, by
reason of the transfer of his or her full-time employment among
the Company and its Subsidiaries or a leave of absence approved
by the Board or the Committee.  To the extent exercisable, the
Option may be exercised in whole or in part from time to time
until terminated pursuant to Section 4 hereof.
                                                                            22
<PAGE>
          (b)  Notwithstanding Section 2(a) hereof, the Option
will vest and be immediately and fully exercisable upon the
Optionee's death or Disability (as defined below) while in the
full-time employ of the Company or any Subsidiary.  For purposes
of this Agreement, "Disability" means permanent disability within
the meaning of the long-term disability plan of the Company or a
Subsidiary in effect with respect to the Optionee, and the date
of such Disability will be the date on which the Optionee begins
actually to receive disability benefits pursuant to such
long-term disability plan.

     3.   Payment of Exercise Price.  The Option Price will be
payable (a) in cash in the form of currency or check or other
cash equivalent acceptable to the Company, (b) by actual or
constructive transfer to the Company of nonforfeitable,
nonrestricted shares of Common Stock that have been owned by the
Optionee for more than six months prior to the date of exercise,
or (c) by a combination of such methods of payment.
Nonforfeitable, nonrestricted shares of Common Stock that are
transferred by the Optionee in payment of all or any part of the
Option Price will be valued on the basis of their fair market
value as determined by the Committee or the Board from time to
time.  The requirement of payment in cash will be deemed
satisfied if the Optionee makes arrangements that are
satisfactory to the Company with a bank or broker that is a
member of the National Association of Securities Dealers, Inc. to
sell a sufficient number of the shares of Common Stock being
purchased so that the net proceeds of the sale transaction will
at least equal the Option Price plus the amount of any applicable
withholding taxes and pursuant to which the bank or broker
undertakes to deliver to the Company the full amount of the
Option Price plus the amount of any applicable withholding taxes
not later than the date on which the sale transaction would
settle on a regular-way basis in the ordinary course of business.

     4.   Termination of Option.  (a) The Option will terminate
automatically and without further notice on the earliest of the
following dates:

          (i)  the date that is __ calendar days after the
     Optionee ceases to be a full-time employee of the Company or
     a Subsidiary for any reason other than for a reason
     described in clause (ii) of this Section 4(a);

         (ii)  in the event of the Optionee's death or
     Disability, ___ calendar days after the Optionee's death or
     Disability, as the case may be; and

        (iii)  the ____ annual anniversary of the Date of Grant.

          (b)  The Option will be exercisable after the Optionee
ceases to be a full-time employee of the Company or a Subsidiary
only to the extent that the Optionee could have exercised the

                                  2                                         23
<PAGE>
Option on the date on which his or her full-time employment with
the Company or a Subsidiary terminated.

          (c)  In the event that the Optionee commits an act that
the Committee or the Board determines to have been intentionally
committed and materially inimical to the interests of the Company
or a subsidiary, the Option will terminate at the time of that
determination notwithstanding any other provision of this
Agreement, in which event, without further action, the Optionee
will have no rights hereunder.

     5.   Certain Limitations.  (a) Notwithstanding anything to
the contrary herein contained, the Company will not be required
to, and will not, issue and deliver shares of Common Stock on
exercise of the Option if (i) such action would result in a
violation of law or in an event of default under (A) any credit
agreement to which the Company is or becomes a party, (B) any
indenture to which the Company is or becomes a party, or (C) any
note, debenture or other evidence of indebtedness executed and
delivered by the Company, or (ii) immediately prior to such
payment, there exists a default under any credit agreement or any
indenture to which the Company is or becomes a party or any note,
debenture or other evidence of indebtedness executed and
delivered by the Company.

          (b)  Notwithstanding anything to the contrary herein
contained, the Option will not be exercisable if the exercise
thereof would result in a violation of any applicable federal and
state securities laws.  The Company will use reasonable efforts
to comply with all such laws so as to permit the option to be
exercisable in accordance with its terms, provided, however, that
the Company will have no liability to the Optionee or any other
person or entity in the event of a failure to comply therewith.

     6.   Transferability and Exercisability.  Neither the Option
nor any interest therein may be transferred by the Optionee
except by will or the laws of descent and distribution, and the
Option may not be exercised during the lifetime of the Optionee
except by the Optionee or, in the event of his or her legal
incapacity, by his or her guardian or legal representative acting
on behalf of the Optionee in a fiduciary capacity under state law
and court supervision.

     7.   Adjustments.  The Committee or the Board may, but will
not be required to, make such adjustments in the Option Price and
the number or kind of shares of stock or other securities subject
to the Option that the Committee or the Board may determine to be
appropriate in order to prevent any dilution or expansion of the
Optionee's rights under this Agreement that otherwise would
result from any (a) stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure
of the Company or (b) merger, consolidation, spin-off, spin-out,
split-off, split-up, reorganization, partial or complete
liquidation or other distribution of assets, issuance of warrants

                                  3                                         24
<PAGE>
or other rights to purchase securities or any other corporate
transaction or event having an effect similar to any of foregoing
(other than rights arising under a subscription offering that has
an initial exercise period of less than one year, as to which no
adjustment will be made unless the Committee or Board, in its
respective sole discretion, otherwise determines).  Furthermore,
in the event that any transaction or event described or referred
to in the immediately preceding sentence occurs, the Committee
may provide in substitution for any or all of the Optionee's
rights under this Agreement such alternative consideration as the
Committee or the Board may determine to be appropriate in the
circumstances.

     8.   Withholding Taxes.  The Option is intended to be a
nonqualified stock option and will not be treated as an
"incentive stock option" under Section 422 of the Internal
Revenue Code of 1986, as amended.  If the Company is required to
withhold any federal, state, local or foreign tax in connection
with any exercise of the Option, it will be a condition to such
exercise that the Optionee pay or make arrangements satisfactory
to the Company for payment of all such taxes.  The Optionee may
elect to satisfy all or any part of any such withholding
requirement by retention by the Company of a portion of the
shares of Common Stock purchased upon exercise of the Option, and
the shares of Common Stock so retained will be credited against
such withholding requirement at the fair market value of such
shares on the date of exercise as reasonably determined by the
Committee from time to time; provided, however, that, if the
Optionee is subject to Section 16 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), such election will be
subject to the applicable conditions of Rule 16b-3 promulgated by
the Securities and Exchange Commission under Section 16(b) of the
Exchange Act.

     9.   Right to Terminate Employment and Adjust Compensation.
No provision of this Agreement will limit in any way whatsoever
the Company's right to terminate the Optionee's employment,
adjust the Optionee's compensation or otherwise change the terms
and conditions of the Optionee's employment.

     10.  Relation to Other Benefits.  Any economic or other
benefit to the Optionee under this Agreement or the Plan will not
be taken into account in determining any benefits to which the
Optionee may be entitled under any profit-sharing, retirement or
other benefit or compensation plan maintained by the Company or
any of its Subsidiaries and will not affect the amount of any
life insurance coverage available to any beneficiary under any
life insurance plan covering employees of the Company or any of
its Subsidiaries.

     11.  Amendments.  Any amendment to the Plan will be deemed
to be an amendment to this Agreement to the extent that the
amendment is applicable hereto.

                                  4                                         25
<PAGE>
     12.  Severability.  In the event that one or more of the
provisions of this Agreement is invalidated for any reason by a
court of competent jurisdiction, any provision so invalidated
will be deemed to be separable from the other provisions hereof,
and the remaining provisions hereof will continue to be valid and
fully enforceable.

     13.  Governing Law.  This Agreement is made under, and will
be construed in accordance with, the laws of the State of
Indiana, without giving effect to the principles of conflict of
laws thereof.

     IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective as of the Date of Grant.

                                 FORUM GROUP, INC.



                                 By: ____________________________
                                    Name:
                                    Title:




                                 ________________________________
                                  _________________, Optionee

                                  5                                         26
<PAGE>


                          EXHIBIT 4.3



 Amended and Restated Articles of Incorporation of the Company


                                                                            27
<PAGE>


 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF FORUM GROUP, INC.
 -------------------------------------------------------------------

                            ARTICLE 1
                     NAME OF THE CORPORATION
                     -----------------------

     The name of the corporation is Forum Group, Inc. (the
"Corporation").

                            ARTICLE 2
                   PURPOSE OF THE CORPORATION
                   --------------------------

     The Corporation is organized for the purpose of engaging in
any and all lawful businesses for which corporations may be
incorporated under the Indiana Business Corporation Law, as
amended, IND. CODE  23-1-17-1, et seq. (the "Law").

                            ARTICLE 3
             PERIOD OF EXISTENCE OF THE CORPORATION
             --------------------------------------

     The period during which the Corporation shall continue to
exist as a corporation is perpetual.


                            ARTICLE 4
             REGISTERED OFFICE AND REGISTERED AGENT
                       OF THE CORPORATION
             --------------------------------------

     Section 4.1.   Registered Office.  The post office address
of the Registered Office of the Corporation is:

                    8900 Keystone Crossing, Suite 200
                    Post Office Box 40498
                    Indianapolis, Indiana  46240-0498

     Section 4.2.   Registered Agent.  The name and post office
address of the Registered Agent of the Corporation are:

                    John H. Sharpe
                    8900 Keystone Crossing, Suite 200
                    Post Office Box 40498
                    Indianapolis, Indiana  46240-0498

                            ARTICLE 5
         NUMBER OF AUTHORIZED SHARES OF THE CORPORATION
         ----------------------------------------------

     The Corporation has authority to issue fifty million
(50,000,000) shares, all of which are shares without par value.

                            ARTICLE 6
     GENERAL PROVISIONS REGARDING SHARES OF THE CORPORATION
     ------------------------------------------------------

     Section 6.1.   Preferred Stock.  Two million (2,000,000) of
the shares which the Corporation has authority to issue
constitute a separate and single class of shares known as
Preferred Stock ("Preferred Stock").  The shares of Preferred
Stock may be issued in one or more series.  The Board of
Directors is vested with authority to determine and state the
designations and the relative rights, preferences,
qualifications, limitations and restrictions of each such series
by the adoption and filing in accordance with the Law of an
appropriate resolution or resolutions authorizing the issuance of such
                                                                            28
<PAGE>
series prior to the issuance of such series.  All shares of
Preferred Stock of the same series shall be identical with each
other in all respects.

     Section 6.2.   Common Stock.  All of the remaining shares
which the Corporation has authority to issue constitute a
separate and single class of shares known as Common Stock
("Common Stock").  The shares of Common Stock shall not be issued
in series.  All shares of Common Stock shall be identical with
each other in all respects.

     Section 6.3.   Issuance of Shares.  The Board of Directors
has authority to authorize and direct the issuance by the
Corporation of shares of Preferred Stock and Common Stock at such
times, in such amounts, to such persons, for such considerations
and upon such terms and conditions as it may, from time to time,
determine upon, subject only to the restrictions, limitations,
conditions and requirements imposed by the Law, by other
applicable laws, by these Articles of Incorporation and by the
resolution or resolutions authorizing the issuance of any series
of shares of Preferred Stock adopted by the Board of Directors
pursuant to Section 6.1 of these Articles of Incorporation.

     Section 6.4.   Distributions Upon Shares.  The Board of
Directors has authority to authorize and direct the payment of
dividends and the making of other distributions by the
Corporation in respect of shares of the issued and outstanding
Preferred Stock and Common Stock at such times, in such amounts
and forms, from such sources (specifically including, but not
limited to, the unrestricted and unreserved capital surplus of
the Corporation) and upon such terms and conditions as it may,
from time to time, determine upon, subject only to the
restrictions, limitations, conditions and requirements imposed by
the Law, by other applicable laws, by these Articles of
Incorporation and by the resolution or resolutions authorizing
the issuance of any series of shares of Preferred Stock adopted
by the Board of Directors pursuant to Section 6.1 of these
Articles of Incorporation. The Board of Directors has authority
to authorize and direct the payment of dividends and the making
of distributions by the Corporation in respect of shares of the
issued and outstanding Preferred Stock or Common Stock in shares
of the same class or in shares of any other class without
obtaining the affirmative vote or the written consent of the
class in which the payment or distribution is to be made.

     Section 6.5.   Acquisition of Shares.  The Board of
Directors has authority to authorize and direct the acquisition
by the Corporation of the issued and outstanding shares of
Preferred Stock and Common Stock at such times, in such amounts,
from such persons, for such considerations, from such sources,
and upon and subject to such terms and conditions as it may, from
time to time, determine upon, subject only to the restrictions,
limitations, conditions and requirements imposed by the Law, by
other applicable laws, by these Articles of Incorporation and by
the resolution or resolutions authorizing the issuance of any
series of shares of Preferred Stock adopted by the Board of
Directors pursuant to Section 6.1 of these Articles of
Incorporation.

     Section 6.6.   Fractional Shares and Scrip.  The Board of
Directors has authority (but shall not be obliged) (1) to
authorize the issuance by the Corporation of fractional shares of
Preferred Stock and Common Stock, (2) to arrange for the
disposition of fractional shares by the holders of the same, (3)
to pay in cash or otherwise the fair value of fractional shares
as of the time when those entitled to such fractional shares are
determined, and (4) to issue scrip in registered or bearer form
which shall entitle the holder of the same to receive a
certificate evidencing a full share upon surrender of such scrip
aggregating a full share.  A fractional share shall, but scrip
shall not (unless in registered form and containing the terms so
provided), entitle the holder to exercise the same rights
(proportionately reduced) as the class or series of shares of
Preferred Stock or Common Stock in respect of which it is issued
possesses.  The Board of Directors has authority to authorize
such scrip to be issued subject to the condition that it shall
become void if not exchanged for certificates evidencing full
shares upon or before a specified date, or subject to the
condition that the shares for which such scrip is exchangeable
may be sold by the Corporation and the proceeds of such sale
distributed to the holders of such scrip, or subject to any other
conditions which the Board of Directors may determine upon.

     Section 6.7.   Series A Preferred Stock.     The terms of
Series A Preferred Stock are as follows:

                                  2                                         29
<PAGE>

          Clause 6.71.   Designation and Amount.  The shares
     of such series shall be designated as the "Series A
     Preferred Stock" and the number of shares constituting
     such series shall be 50,000.

          Clause 6.72.   Dividends and Distributions.  (a)
     Simultaneously with the declaration of any dividend or
     distribution on the Common Stock, other than a dividend
     payable in shares of Common Stock or a subdivision of
     the outstanding shares of Common Stock (by
     reclassification or otherwise), the Board of Directors
     shall declare a dividend or distribution on the Series
     A Preferred Stock in an amount per shares (rounded to
     the nearest cent), subject to the provision for
     adjustment hereinafter set forth, equal to 100 times
     the aggregate per share amount of cash dividends, and
     100 times the aggregate per share amount (payable in
     kind) of all non-cash dividends or other distributions,
     declared on the Common Stock.  In the event the
     Corporation shall at any time on or after February 1,
     1993 declare or pay any dividend on the Common Stock
     payable in shares of Common Stock, or effect a
     subdivision or combination or consolidation of the
     outstanding shares of Common Stock (by reclassification
     or otherwise than by payment of a dividend in shares of
     common stock) into a greater or lesser number of shares
     of Common Stock, then in each such case the amount to
     which holders of shares of Series A Preferred Stock
     were entitled immediately prior to such event under the
     preceding sentence shall be adjusted by multiplying
     such amount by a fraction, the numerator of which is
     the number of shares of Common Stock outstanding
     immediately after such event and the denominator of
     which is the number of shares of Common Stock that were
     outstanding immediately prior to such event.

               (b)  The Corporation shall pay any dividend
     or distribution declared on the Series A Preferred
     Stock as provided in Clause 6.82 (a) of these Articles
     of Incorporation at least one business day before it
     pays the dividend or distribution simultaneously
     declared on the Common Stock.

               (c)  If the Board of Directors fixes a record
     date for the determination of holders of shares of
     Common Stock entitled to receive payment of a dividend
     or distribution declared thereon, it shall
     simultaneously fix such dated as the record date for
     the determination of holders of shares of Series A
     Preferred Stock entitled to receive payment of any
     related dividend or distribution declared thereon.

          Clause 6.73.   Voting Rights. The holders of
     shares of the Series A Preferred Stock shall not have
     any voting rights except as set forth in this Clause
     6.72 and Clause 6.710 of these Articles of
     Incorporation, or as required by law.  If the
     Corporation fails to perform its obligations under
     Section 4.3.2 of the Stock Purchase Agreement, dated as
     of February 1, 1993, between Forum Holdings, L.P.
     ("Holdings") and the Corporation on or before the
     Put/Call Closing Dated (as such term is defined
     therein), then from and after the calendar day
     immediately following the Put/Call Closing Date, the
     holders of shares of Series A Preferred Stock shall
     have the following voting rights:

               (a)  Subject to the provision for adjustment
     hereinafter set forth, each share of Series A Preferred
     Stock shall entitled the holder thereof to 100 votes on
     all matters submitted to a vote of the shareholders of
     the Corporation.  In the event the Corporation shall at
     any time on or after February 1, 1993 declare or pay
     any dividend on the Common Stock payable in shares of
     Common Stock, or effect a subdivision or combination or
     consolidation of the outstanding shares of Common Stock
     (by reclassification or otherwise than by payment of a
     dividend in shares of Common Stock) into a greater or
     lesser number of shares of Common Stock, then in each
     such case the number of votes per share to which
     holders of shares of Series A Preferred Stock were
     entitled immediately prior to such event shall be
     adjusted by multiplying such number by a fraction, the
     numerator of which is the number of shares of Common
     Stock outstanding
                                  3                                         30
<PAGE>
     immediately after such event and the
     denominator of which is the number of shares of Common
     Stock that were outstanding immediately prior to such
     event.

               (b)  Except as otherwise provided herein or
     by law, the holders of shares of Series A Preferred
     Stock and the holders of shares of Common Stock shall
     vote together as one class on all matters submitted to
     a vote of shareholders of the Corporation.

               (c)  Except as set forth in Clause 6.810 of
     these Articles of Incorporation, or as required by law,
     holders of Series A Preferred Stock shall have no
     special voting rights and their consent shall not be
     required (except to the extent they are entitled to
     vote with holders of Common Stock as set forth herein)
     for taking any corporation action.

          Clause 6.74.   Certain Restrictions.    Whenever
     dividends or distributions payable on the Series A
     Preferred Stock as provided in Clause 6.82 of these
     Articles of Incorporation are in arrears, thereafter
     and until all accrued and unpaid dividends and
     distributions on shares of Series A Preferred Stock
     outstanding shall have been paid in full, the
     Corporation shall not:

               (a)  declare or pay dividends, or make any
     other distributions, on any shares of stock ranking
     junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series A Preferred
     Stock;

               (b)  declare or pay dividends, or make any
     other distributions, on any shares of stock ranking on
     a parity (either as to dividends or upon liquidation,
     dissolution or winding up) with the Series A Preferred
     Stock, except dividends paid ratably on the Series A
     Preferred Stock and all such parity stock on which
     dividends are payable or in arrears in proportion to
     the total amounts to which the holders of all such
     shares are then entitled;

               (c)  redeem or purchase or otherwise acquire
     for consideration shares of any stock ranking junior
     (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series A Preferred
     Stock, provided that the Corporation may at any time
     redeem, purchase or otherwise acquire shares of any
     such junior stock in exchange for shares of any stock
     of the Corporation ranking junior (either as to
     dividends or upon dissolution, liquidation or winding
     up) to the Series A Preferred Stock; or

               (d)  redeem or purchase or otherwise acquire
     for consideration any shares of Series A Preferred
     Stock, or any shares of stock ranking on a parity with
     the Series A Preferred Stock, except in accordance with
     a purchase offer made in writing or by publication (as
     determined by the Board of Directors) to all holders of
     such shares upon such terms as the Board of Directors,
     after consideration of the respective annual dividend
     rates and other relative rights and preferences of the
     respective series and classes, shall determine in good
     faith will result in fair and equitable treatment among
     the respective series or classes.

     The Corporation shall not permit any subsidiary of the
     Corporation to purchase or otherwise acquire for
     consideration any shares of stock of the Corporation
     unless the Corporation could under this Clause 6.84
     purchase or otherwise acquire such shares at such time
     and in such a manner.

          Clause 6.75.   No Redemption. Except as provided
     in Clause 6.78 of these Articles of Incorporation, the
     shares of Series A Preferred Stock shall not be
     redeemable.

                                  4                                         31
<PAGE>

          Clause 6.76.   Reacquired Shares.  Any shares of
     Series A Preferred Stock purchased or otherwise
     acquired by the Corporation in any manner whatsoever
     shall be retired and canceled promptly after the
     acquisition thereof.  All such shares shall upon their
     cancellation become authorized but unissued shares of
     Preferred Stock and may be reissued as part of a new
     series of Preferred Stock to be created by resolution
     or resolutions of the Board of Directors, subject to
     the conditions and restrictions on issuance set forth
     herein.

          Clause 6.77.   Liquidation, Dissolution or Winding
     Up.  Upon any voluntary or involuntary liquidation,
     dissolution or winding up of the Corporation, no
     distribution or payment shall be made (a) to the
     holders of Common Stock or any other shares of stock
     ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series A
     Preferred Stock unless, prior thereto, the holders of
     shares of Series A Preferred Stock shall have received
     an aggregate amount per share equal to $200 per share,
     plus an amount equal to the sum of (i) all accrued and
     unpaid dividends and distributions thereon to the date
     of such payment (the "Liquidation Payment Date") and
     (ii) such additional amounts, if any, as may be
     required to result in a hypothetical annualized
     internal rate of return of 27.5% on the sum of $200
     during the period from and including February 1, 1993
     to but excluding the Liquidation Payment Date, or (b)
     to the holders of stock ranking on a parity (either as
     to dividends or upon liquidation, dissolution or
     winding up) with the Series A Preferred Stock, except
     distributions made ratably on the Series A Preferred
     Stock and all other such parity stock in proportion to
     the total amounts to which the holders of all such
     shares are entitled upon such liquidation, dissolution
     or winding up.

          Clause 6.78.   Consolidation, Merger, Etc.   Prior
     to consummating any business combination transaction,
     including without limitation a consolidation or merger
     or the sale of all or substantially all of the
     Corporation's assets or those of its subsidiaries, the
     Corporation will redeem all shares of Series A
     Preferred Stock at a price per share equal to $200 per
     share, plus an amount equal to the sum of (i) all
     accrued and unpaid dividends and distributions thereon
     to the date of such redemption (the "Redemption Date")
     and (ii) such additional amounts, if any, as may be
     required to result in a hypothetical annualized
     internal rate of return of 27.5% on the sum of $200
     from the period from and including February 1, 1993 to
     but excluding the Redemption Date.

          Clause 6.79.   Rank.     The Series A Preferred
     Stock shall rank prior to the Common Stock, both as to
     payment of dividends and as to distributions or
     payments upon voluntary or involuntary liquidation,
     dissolution or winding up of the Corporation.

          Clause 6.710.  Amendment.     These Articles of
     Incorporation shall not be amended in any manner which
     would materially alter or change the powers,
     preferences or special rights of the Series A Preferred
     Stock so as to affect them adversely without the
     affirmative vote of the holders of at least a majority
     of the outstanding shares of Series A Preferred Stock,
     voting separately as a class.

     Section 6.8.   Series B Preferred Stock.     The terms of
Series B Preferred Stock are as follows:

          Clause 6.81.   Designation and Amount.  The shares
     of such series shall be designated as the "Series B
     Preferred Stock" and the number of shares constituting
     such series shall be 50,000.

          Clause 6.82.   Dividends and Distributions.  (a)
     Simultaneously with the declaration of any dividend or
     distribution on the Common Stock, other than a dividend
     payable in shares of Common Stock or a subdivision of
     the outstanding shares of
                                  5                                         32
<PAGE>
     Common Stock (by
     reclassification or otherwise), the Board of Directors
     shall declare a dividend or distribution on the Series
     B Preferred Stock in an amount per share (rounded to
     the nearest cent), subject to the provision for
     adjustment hereinafter set forth, equal to 100 times
     the aggregate per share amount of cash dividends, and
     100 times the aggregate per share amount (payable in
     kind of all non-cash dividends or other distributions,
     declared on the Common Stock.  In the event the
     Corporation shall at any time on or after February 1,
     1993 declare or pay any dividend on the Common Stock
     payable in shares of Common Stock, or effect a
     subdivision or combination or consolidation of the
     outstanding shares of Common Stock (by reclassification
     or otherwise than by payment of a dividend in shares of
     common Stock) into a greater or lesser number of shares
     of Common Stock, then in each such case the amount to
     which holders of shares of Series B Preferred Stock
     were entitled immediately prior to such event under the
     preceding sentence shall be adjusted by multiplying
     such amount by a fraction, the numerator of which is
     the number of shares of Common Stock outstanding
     immediately after such event and the denominator of
     which is the number of shares of Common Stock that were
     outstanding immediately prior to such event.

               (b)  The Corporation shall pay any dividend
     or distribution declared on the Series B Preferred
     Stock as provided in Clause 6.92(a) of these Articles
     of Incorporation at least one business day before it
     pays the dividend or distribution simultaneously
     declared on the Common Stock.

               (c)  If the Board of Directors fixes a record
     date for the determination of holders of shares of
     Common Stock entitled to receive payment of a dividend
     or distribution declared thereon, it shall
     simultaneously fix such date as the record date for the
     determination of holders of shares of Series B
     Preferred Stock entitled to receive payment of any
     related dividend or distribution declared thereon.

          Clause 6.82.   Voting Rights. The holders of
     shares of the Series B Preferred Stock shall have the
     following voting rights:

               (a)  Each share of Series B Preferred Stock
     shall entitle the holder thereof to one vote on all
     matters submitted to a vote of the shareholders of the
     Corporation.

               (b)  Except as otherwise provided herein or
     by law, the holders of shares of Series B Preferred
     Stock and the holders of shares of Common Stock shall
     vote together as one class on all matters submitted to
     a vote of shareholders of the Corporation.

               (c)  Except as set forth in Clauses 6.98 and
     6.910 of these Articles of Incorporation, or as
     required by law, holders of Series B Preferred Stock
     shall have no special voting rights and their consent
     shall not be required (except to the extent they are
     entitled to vote with holders of Common Stock as set
     forth herein) for taking any corporate action.

          Clause 6.84.   Certain Restrictions.    Whenever
     dividends or distributions payable on the Series B
     Preferred Stock as provided in Clause 6.92 of these
     Articles of Incorporation are in arrears, thereafter
     and until all accrued and unpaid dividends and
     distributions on shares of Series B Preferred Stock
     outstanding shall have been paid in full, the
     Corporation shall not:

               (a)  declare or pay dividends, or make any
     other distributions, on any shares of stock ranking
     junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series B Preferred
     Stock;
                                  6                                         33
<PAGE>

               (b)  declare or pay dividends, or make any
     other distributions, on any shares of stock ranking on
     a parity (either as to dividends or upon liquidation,
     dissolution or winding up) with the Series B Preferred
     Stock, except dividends paid ratably on the Series B
     Preferred Stock and all such parity stock on which
     dividends are payable or in arrears in proportion to
     the total amounts to which the holders of all such
     shares are then entitled;

               (c)  redeem or purchase or otherwise acquire
     for consideration shares of any stock ranking junior
     (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series B Preferred
     Stock, provided that the Corporation may at any time
     redeem, purchase or otherwise acquire shares of any
     such junior stock in exchange for shares of any stock
     of the Corporation ranking junior (either as to
     dividends or upon dissolution, liquidation or winding
     up) to the Series B Preferred Stock; or

               (d)  redeem or purchase or otherwise acquire
     for consideration any shares of Series B Preferred
     Stock, or any shares of stock ranking on a parity with
     the Series B Preferred Stock, except in accordance with
     a purchase offer made in writing or by publication (as
     determined by the Board of directors) to all holders of
     such shares upon such terms as the Board of Directors,
     after consideration of the respective annual dividend
     rates and other relative rights and preferences of the
     respective series and classes, shall determine in good
     faith will result in fair and equitable treatment among
     the respective series or classes.

     The Corporation shall not permit any subsidiary of the
     Corporation to purchase or otherwise acquire for
     consideration any shares of stock of the Corporation
     unless the Corporation could under this Clause 6.84
     purchase or otherwise acquire such shares at such time
     and in such a manner.

          Clause 6.85.   No Redemption. Except as provided
     in Clause 6.88 of these Articles of Incorporation, the
     shares of Series B Preferred Stock shall not be
     redeemable.

          Clause 6.86.   Reacquired Shares.  Any shares of
     Series B Preferred Stock purchased or otherwise
     acquired by the Corporation in any manner whatsoever
     shall be retired and canceled promptly after the
     acquisition thereof.  All such shares shall upon their
     cancellation become authorized but unissued shares of
     Preferred Stock and may be reissued as part of a new
     series of Preferred Stock to be created by resolution
     or resolutions of the Board of Directors, subject to
     the conditions and restrictions on issuance set forth
     herein.

          Clause 6.87.   Liquidation, Dissolution or Winding
     Up.  Upon any voluntary or involuntary liquidation,
     dissolution or winding up of the Corporation, no
     distribution or payment shall be made (a) to the
     holders of Common Stock or any other shares of stock
     ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series B
     Preferred Stock unless, prior thereto, the holders of
     shares of Series B Preferred Stock shall have received
     an aggregate amount per share equal to $200 per share,
     plus an amount equal to the sum of (i) all accrued and
     unpaid dividends and distributions thereon to the date
     of such payment (the "Liquidation Payment Date") and
     (ii) such additional amounts, if any, as may be
     required to result in a hypothetical annualized
     internal rate of return of 27.5% on the sum of $200
     during the period from and including February 1, 1993
     to but excluding the Liquidation Payment Date, or (b)
     to the holders of stock ranking on a parity (either as
     to dividends or upon liquidation, dissolution or
     winding up) with the Series B Preferred Stock, except
     distributions made ratably on the Series B Preferred
     Stock and all other such parity stock in proportion to
     the total amounts to which the holders of all such
     shares are entitled upon such liquidation, dissolution
     or winding up.

                                  7                                         34
<PAGE>

          Clause 6.88.   Consolidation, Merger, Etc.   Prior
     to consummating any business combination transaction,
     including without limitation a consolidation or merger
     or the sale of all or substantially all of the
     corporation's assets or those of its subsidiaries, the
     Corporation shall redeem all shares of Series B
     Preferred Stock at a price per share equal to $200 per
     share, plus an amount equal to the sum of (i) all
     accrued and unpaid dividends and distributions thereon
     to the date of such redemption (the "Redemption Date")
     and (ii) such additional amounts, if any, as may be
     required to result in a hypothetical annualized
     internal rate of return of 27.5% on the sum of $200
     from the period from and including February 1, 1993 to
     but excluding the Redemption Date; provided, however,
     that the holders of shares of Series B Preferred Stock
     shall have the election in connection with any such
     business combination transaction, exercisable by the
     affirmative vote of the holders of at least two-thirds
     of the outstanding shares of Series B Preferred Stock,
     voting separately as a class, to render the foregoing
     provisions of this Clause 6.88 inapplicable to such
     business combination transaction.

          Clause 6.89.   Rank.     The Series B Preferred
     Stock shall rank prior to the Common Stock, both as to
     payment of dividends and as to distributions or
     payments upon voluntary or involuntary liquidation,
     dissolution or winding up of the Corporation.

          Clause 6.810.  Amendment.     These Articles of
     Incorporation shall not be amended in any manner which
     would materially alter or change the powers,
     preferences or special rights of the Series B Preferred
     Stock so as to affect them adversely without the
     affirmative vote of the holders of at least a majority
     of the outstanding shares of Series B Preferred Stock,
     voting separately as a class.

                            ARTICLE 7
           VOTING RIGHTS OF SHARES OF THE CORPORATION
           ------------------------------------------

     Section 7.1.   Preferred Stock.  The holders of shares of
Preferred Stock have the right, voting separately by class or by
series, to cast one vote for each duly authorized, issued and
outstanding share of Preferred Stock held by them upon each
question or matter in respect of which, under the Law, such
holders are entitled to vote by class or by series.  The holders
also have the right, voting in common with the holders of shares
of Common Stock and not separately by class or by series, to cast
one vote for each duly authorized, issued and outstanding share
of Preferred Stock held by them upon each question or matter
submitted generally to the holders of shares of the Corporation
in respect of which, under the Law, voting by class or by series
is not required.

     Section 7.2.   Common Stock.  The holders of shares of
Common Stock have the right, voting separately by class, to cast
one vote for each duly authorized, issued and outstanding share
of Common Stock held by them upon each question or matter in
respect of which, under the Law, such holders are entitled to
vote by class.  Such holders also have the right, voting in
common with the holders of shares of Preferred Stock and not
separately by class, to cast one vote for each duly authorized,
issued and outstanding share of Common Stock held by them upon
each question or matter submitted generally to the holders of
shares of the Corporation in respect of which, under the Law,
voting by class or by series is not required.

                            ARTICLE 8
                            DIRECTORS
                            ---------

     Section 8.1.   Number.  The number of Directors of the
Corporation shall be as specified from time to time by the Code
of By-Laws of the Corporation, but shall not be less than three
(3).  If and whenever the Code of By-Laws of the Corporation does
not contain a provision specifying the number of Directors, the
number shall be nine (9).  The terms of the Directors deemed
elected as of the effective date of the Corporation's Third
Amended and Restated Joint Plan of Reorganization, dated as of
January 17, 1992, as modified (the "Effective Date"), as well as
the terms of any Directors filling
                                  8                                         35
<PAGE>
vacancies in the Board of
Directors existing as of the Effective Date, shall expire at the
1994 annual meeting of Shareholders.  The terms of any other
Directors shall expire at the next annual meeting of Shareholders
following their election.  Directors need not be Shareholders of
the Corporation.

     Section 8.2.   Vacancies.  Subject to the rights of the
holders of any series of Preferred Stock then outstanding, newly
created Directorships resulting from any increase in the
authorized number of Directors or any vacancies in the Board of
Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be
filled by a majority vote of the Directors then in office, and,
except as otherwise provided in Section 8.1 of these Articles of
Incorporation, Directors so chosen shall hold office for a term
expiring at the next annual meeting of Shareholders.

     Section 8.3.   Removal.  Subject to the rights of the
holders of any series of Preferred Stock then outstanding, any
Director, or the entire Board of Directors, may be removed from
office at any time (1) with or without cause,  by the affirmative
vote of the holders of at least a majority of the voting power of
all of the shares of the Corporation entitled to vote generally
in the election of Directors, voting together as a single class,
or (2) only with cause, by the affirmative vote of at least a
majority of the other Directors; provided, however, that, through
March 31, 1995, removal of a Director elected for an initial term
of office longer than one (1) year shall require the affirmative
vote of the holders of at least 75% of the voting power of all of
the shares of the Corporation entitled to vote generally in the
election of Directors, voting together as a single class.

     Section 8.4.   Amendment, Repeal.  Notwithstanding anything
contained in these Articles of Incorporation or the Code of By-
Laws of the Corporation to the contrary (and notwithstanding the
fact that a lesser percentage may be specified by law, in these
Articles of Incorporation or in the Code of By-Laws of the
Corporation), the affirmative vote of the holders of (1) through
March 31, 1995, at least 75%, and (2) thereafter, at least a
majority, of the voting power of all of the shares of the
Corporation entitled to vote generally in the election of
Directors, voting together as a single class, shall be required
to alter, amend or repeal this Article 8.

                            ARTICLE 9
        GENERAL PROVISIONS FOR REGULATION OF THE BUSINESS
          AND CONDUCT OF THE AFFAIRS OF THE CORPORATION
        -------------------------------------------------

     Section 9.1.   Indemnification and Related Matters.  Each
person who is or was or had agreed to become a Director or
officer of the Corporation, and each such person who is or was
serving or who had agreed to serve at the request of the Board or
an officer of the Corporation as an employee or agent of the
Corporation or as a Director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
entity, whether for profit or not for profit (including the
heirs, executors, administrators or estate of such person), will
be indemnified by the Corporation to the full extent permitted by
the Law or any other applicable law as currently or hereafter in
effect and will be entitled to advancement of expenses in
connection therewith.  The right of indemnification and of
advancement of expenses provided in this Section 9.1 (1) will not
be exclusive of any other rights to which any person seeking
indemnification or advancement of expenses may otherwise be
entitled, including without limitation pursuant to any contract
approved by a majority of the entire Board of Directors (whether
or not the Directors approving such contract are or are to be
parties to such contract or similar contracts), and (2) will be
applicable to matters otherwise within its scope whether or not
such matters arose or arise before or after the adoption of this
Section 9.1.  Without limiting the generality or the effect of
the foregoing, the Corporation may adopt By-Laws, or enter into
one or more agreements with any person, which provide for
indemnification and/or advancement of expenses greater or
different than that provided in this Section 9.1 or the Law.
Notwithstanding anything to the contrary contained in this
Section 9.1, in the event that the Corporation enters into an
agreement with a person providing for indemnification and/or
advancement of expenses, in respect of the retention of counsel
or any other person or entity to represent, or assist in the
representation of, such person, the provisions of such agreement
will exclusively govern the Corporation's obligations in respect
of indemnification for or advancement of fees or disbursements of
counsel or any other person engaged in connection with the
matter.  Any amendment or repeal of, or adoption of any provision
inconsistent with, this Section 9.1 will
                                  9                                         36
<PAGE>
not adversely affect any
right or protection existing hereunder, or arising out of facts
occurring, prior to such amendment, repeal or adoption and no
such amendment, repeal or adoption will affect the legality,
validity or enforceability of any contract entered into or right
granted prior to the effective date of such amendment, repeal or
adoption.

     Section 9.2.   Place of Shareholders' Meetings.  Meetings of
the holders of the issued and outstanding shares of Preferred
Stock and Common Stock may be held at such places, within or
without the State of Indiana, as the Board of Directors may, from
time to time, establish by appropriate provisions in the Code of
By-Laws of the Corporation or by resolution.

     Section 9.3.   Control Share Acquisitions.  Chapter 42 of
the Law shall not apply to control share acquisitions of shares
of the Corporation.

     Section 9.4.   Business Combinations.  The Corporation shall
not be governed by Chapter 43 of the Law.

                           ARTICLE 10
                         PROVISIONS FOR
                  CERTAIN BUSINESS COMBINATIONS
                  -----------------------------

     Section 10.1.  Vote Required.

          Clause 10.11.  Higher Vote for Certain Business
     Combinations.  In addition to any affirmative vote
     required by law or these Articles of Incorporation
     which cannot be waived, and except as otherwise
     expressly provided in Section 10.2 of this Article 10:

               (a)  Any merger or consolidation of the
     Corporation or any Subsidiary (as hereinafter defined)
     with (1) any Interested Shareholder (as hereinafter
     defined), or (2) any other corporation (whether or not
     itself an Interested Shareholder) which is, or after
     such merger or consolidation would be, an Affiliate (as
     hereinafter defined) of an Interested Shareholder; or

               (b)  Any sale, lease, exchange, mortgage,
     pledge, transfer or other disposition (in one
     transaction or a series of transactions) to or with any
     Interested Shareholder or any Affiliate of any
     Interested Shareholder of any assets of the Corporation
     or any Subsidiary having an aggregate Fair Market Value
     (as hereinafter defined) of $1,000,000 or more; or

               (c)  The issuance or transfer by the
     Corporation or any Subsidiary (in one transaction or a
     series of transactions) of any securities of the
     Corporation or any Subsidiary to any Interested
     Shareholder or any Affiliate of any Interested
     Shareholder in exchange for cash, securities or other
     property (or a combination thereof) having an aggregate
     Fair Market Value of $1,000,000 or more; or

               (d)  The adoption of any plan or proposal for
     the liquidation, dissolution or winding up of the
     Corporation or any Subsidiary proposed by or on behalf
     of any Interested Shareholder or any Affiliate of any
     Interested Shareholder; or

               (e)  Any reclassification of securities
     (including any reverse stock split) or recapitalization
     of the Corporation, or any merger or consolidation of
     the Corporation with any Subsidiary, or any other
     transaction (whether or not with or into or otherwise
     involving an Interested Shareholder) which has the
     effect, directly or indirectly, of increasing the
     proportion of the outstanding shares of any class of
     equity or convertible securities of the Corporation or
     any Subsidiary which is directly or indirectly owned by
     any Interested Shareholder or any Affiliate of any
     Interested Shareholder; shall require affirmative vote
     of the holders of at least 66-2/3% of the voting power
     of all of
                                  10                                        37
<PAGE>
     the shares of the Corporation entitled to
     vote generally in the election of Directors (the
     "Voting Stock"), voting together as a single class (it
     being understood that, for purposes of this Article 10,
     each share of the Voting Stock shall have the number of
     votes granted to it pursuant to Article 7 of these
     Articles of Incorporation), that have voted, but in any
     event not less than the affirmative vote of the holders
     of at least a majority of the voting power of all of
     the shares of the Corporation entitled to vote
     generally in the election of Directors, voting together
     as a single class.  Such affirmative vote shall be
     required notwithstanding the fact that no vote may be
     required, or that a greater or lesser percentage may be
     specified, by law or in any agreement with any national
     securities exchange or otherwise.

          Clause 10.12.  Definition of "Business
     Combination."  The term "Business Combination," as used
     in this Article 10, shall mean any transaction which is
     referred to in any one or more of paragraphs (a)
     through (e) of Clause 10.11 of this Section 10.1, and
     which is contractually agreed to or consummated not
     later than March 31, 1994.

     Section 10.2.  When Higher Vote is Not Required.  The
provisions of Section 10.1 of this Article 10 shall not be
applicable to any particular Business Combination, and such
Business Combination shall require only such affirmative vote as
is required by law and any other provision of these Articles of
Incorporation, if all of the conditions specified in either of
the following Clauses 10.21 and 10.22 are met:

          Clause 10.21.  Approval by Continuing Directors.
     The Business Combination shall have been approved by a
     majority of the Continuing Directors (as hereinafter
     defined).

          Clause 10.22.  Price and Procedure Requirements.
     All of the following conditions shall have been met:

               (a)  The aggregate amount of the cash and the
     Fair Market Value as of the date of the consummation of
     the Business Combination of consideration other than
     cash to be received per share by holders of shares of
     Common Stock in such Business Combination shall be at
     least equal to the highest of the following:

                    (1)  The highest per share price
          (including any brokerage commissions,
          transfer taxes and soliciting dealers' fees)
          paid by the Interested Shareholder for any
          shares of Common Stock acquired by it (A)
          within the two-year period immediately prior
          to the first public announcement of the
          proposal of the Business Combination (the
          "Announcement Date"), or (B) in the
          transaction in which it became an Interested
          Shareholder, whichever is higher;

                    (2)  The Fair Market Value per
          share of Common Stock on the Announcement
          Date or on the date on which the Interested
          Shareholder became an Interested Shareholder
          (such latter date being referred to in this
          Article 10 as the "Determination Date"),
          whichever is higher; and

                    (3)  The price per share equal to
          the Fair Market Value per share of Common
          Stock determined pursuant to subparagraph
          (a)(2) above, multiplied by the ratio of (A)
          the highest per share price (including
          brokerage commissions, transfer taxes and
          soliciting dealers' fees) paid by the
          Interested Shareholder for any shares of
          Common Stock acquired by it within the two-
          year period immediately prior to the
          Announcement Date, to (B) the Fair Market
          Value per share of Common Stock on the first
          day in such two-year
                                  11                                        38
<PAGE>
          period upon which the
          Interested Shareholder acquired any shares of
          Common Stock.

               (b)  The aggregate amount of the cash and the
     Fair Market Value as of the date of the consummation of
     the Business Combination of consideration other than
     cash to be received per share by holders of shares of
     any other class of outstanding Voting Stock shall be at
     least equal to the highest of the following [it being
     intended that the requirements of this paragraph (b)
     shall be required to be met with respect to every class
     of outstanding Voting Stock whether or not the
     Interested Shareholder has previously acquired any
     share of a particular class of Voting Stock]:

                    (1)  The highest per share price
          (including any brokerage commissions,
          transfer taxes and soliciting dealers' fees)
          paid by the Interested Shareholder for any
          shares of such class of Voting Stock acquired
          by it (A) within the two-year period
          immediately prior to the Announcement Date,
          or (B) in the transaction in which it became
          an Interested Shareholder, whichever is
          higher;

                    (2)  The highest preferential
          amount per share to which the holders of
          shares of such class of Voting Stock are
          entitled in the event of any voluntary or
          involuntary liquidation, dissolution or
          winding up of the Corporation;

                    (3)  The Fair Market Value per
          share of such class of Voting Stock on the
          Announcement Date or on the Determination
          Date, whichever is higher; and

                    (4)  The price per share equal to
          the Fair Market Value per share of such class
          of Voting Stock determined pursuant to
          subparagraph (b)(3) above, multiplied by the
          ratio of (A) the highest per share price
          (including any brokerage commissions,
          transfer taxes and soliciting dealers' fees)
          paid by the Interested Shareholder for any
          shares of such class of Voting Stock acquired
          by it within the two-year period immediately
          prior to the Announcement Date, to (B) the
          Fair Market Value per share of such class of
          Voting Stock on the first day in such two-
          year period upon which the Interested
          Shareholder acquired any shares of such class
          of Voting Stock.

               (c)  The consideration to be received by
     holders of a particular class of outstanding Voting
     Stock (including Common Stock) shall be in cash or in
     the same form as the Interested Shareholder has
     previously paid for shares of such class of Voting
     Stock.  If the Interested Shareholder has paid for
     shares of any class of Voting Stock with a varying form
     of consideration, the form of consideration for such
     class of Voting Stock shall be either cash or the form
     used to acquire the largest number of shares of such
     class of Voting Stock previously acquired by the
     Interested Shareholder.

               (d)  A proxy or information statement
     describing the proposed Business Combination and
     complying with the requirements of the Securities
     Exchange Act of 1934, as amended, and the rules and
     regulations thereunder (or any subsequent provisions
     replacing such Act, rules or regulations) shall be
     mailed to shareholders of the Corporation at least
     thirty (30) days prior to the consummation of the
     Business Combination (whether or not such proxy or
     information statement is required to be mailed pursuant
     to such Act or subsequent provisions).

     Section 10.3.  Certain Definitions.  For the purposes of
this Article 10:
                                  12                                        39
<PAGE>

          Clause 10.31.  A "person" shall include any
     individual, firm, corporation or other entity.  When
     two or more persons act as a partnership, limited
     partnership, syndicate or other group for the purpose
     of acquiring Voting Stock, such partnership, syndicate
     or group shall be deemed a "person."

          Clause 10.32.  "Interested Shareholder" shall mean
     any person (other than the Corporation or any
     Subsidiary) which:

               (a)  Is the beneficial owner, directly or
     indirectly, of more than 10% of the voting power of the
     outstanding Voting Stock; or

               (b)  Is an Affiliate of the Corporation and
     at any time within the two-year period immediately
     prior to the date in question was the beneficial owner,
     directly or indirectly, of 10% or more of the voting
     power of the then outstanding Voting Stock; or

               (c)  Is an assignee of or has otherwise
     succeeded to any share of Voting Stock which was at any
     time within the two-year period immediately prior to
     the date in question beneficially owned, directly or
     indirectly, by any Interested Shareholder, if such
     assignment or succession shall have occurred in the
     course of a transaction or series of transactions not
     involving a public offering within the meaning of the
     Securities Act of 1933, as amended.

          Clause 10.33.  A person shall be a "beneficial
     owner" of any Voting Stock:

               (a)  Which such person or any of its
     Affiliates or Associates (as hereinafter defined)
     beneficially owns, directly or indirectly; or

               (b)  Which such person or any of its
     Affiliates or Associates has (1) the right to acquire
     (whether such right is exercisable immediately or only
     after the passage of time) pursuant to any agreement,
     arrangement or understanding, or upon the exercise of
     conversion rights, exchange rights, warrants or
     options, or otherwise, or (2) the right to vote
     pursuant to any agreement, arrangement or
     understanding; or

               (c)  Which is beneficially owned, directly or
     indirectly, by any other person with which such person
     or any of its Affiliates or Associates has any
     agreement, arrangement or understanding for the purpose
     of acquiring, holding, voting or disposing of any
     shares of Voting Stock.

          Clause 10.34.  For the purpose of determining
     whether a person is an Interested Shareholder pursuant
     to Clause 10.32 of this Section 10.3, the number of
     shares of Voting Stock deemed to be outstanding shall
     include shares deemed owned through application of
     Clause 10.33 of this Section 10.3 but shall not include
     any other shares of Voting Stock which may be issuable
     pursuant to any agreement, arrangement or
     understanding, or upon the exercise of conversion
     rights, exchange rights, warrants or options, or
     otherwise.

          Clause 10.35.  "Affiliate" and "Associate" shall
     have the respective meanings ascribed to such terms in
     Rule 12b-2 of the General Rules and Regulations under
     the Securities Exchange Act of 1934, as amended, as in
     effect on March 31, 1992.

          Clause 10.36.  "Subsidiary" means any corporation
     of which a majority of any class of equity security is
     owned, directly or indirectly, by the Corporation;
     provided, however, that for the purposes of the
     definition of an Interested Shareholder set forth in
     Clause 10.32 of Section 10.3, the term "Subsidiary"
     shall mean only a corporation of which a majority of
     each class of equity security is owned, directly or
     indirectly, by the Corporation.

                                  13                                        40
<PAGE>

          Clause 10.37.  "Continuing Director" means, with
     respect to any Interested Shareholder, a member of the
     Board of Directors of the Corporation (the "Board") who
     is not, and within the past 12 months has not been,
     individually or as a member or employee of a firm or
     other entity, employed, retained or engaged by, an
     officer or director of, or an owner of more than 10% of
     the capital stock of, such Interested Shareholder or
     any Affiliate of such Interested Shareholder.

          Clause 10.38.  "Fair Market Value" means:

               (a)  In the case of stock, the highest
     closing sale price during the thirty (30) day period
     immediately preceding the date in question of a share
     of such stock on the Composite Tape for New York Stock
     Exchange-Listed Stock, or if such stock is not quoted
     on the Composite Tape, on the New York Stock Exchange,
     or if such stock is not listed on such Exchange, on the
     principal United Sates securities exchange registered
     under the Securities Exchange Act of 1934, as amended,
     on which such stock is listed, or if such stock is not
     listed on any such exchange, the highest closing bid
     quotation with respect to a share of such stock during
     the thirty (30) day period preceding the date in
     question on the National Association of Securities
     Dealers, Inc., Automated Quotations System or any
     system then in use, or if such stock is not quoted on
     any such system, the fair market value of such stock on
     the date in question as determined by a majority of
     Continuing Directors then on the Board in good faith;
     and

               (b)  In the case of property other than cash
     or stock, the fair market value of such property on the
     date in question as determined by a majority of
     Continuing Directors then on the Board in good faith.

          Clause 10.39.  In the event of any Business
     Combination in which the Corporation survives, the
     phrase "consideration other than cash to be received,"
     as used in paragraphs (a) and (b) of Clause 10.22 of
     Section 10.2 of this Article 10, shall include the
     shares of Common Stock and/or the shares of any other
     class of outstanding Voting Stock held by the holders
     of such shares.

     Section 10.4.  Powers of the Board of Directors.   A
majority of the Continuing Directors then on the Board shall have
the power and duty to determine for the purposes of this Article
10, on the basis of information known to them after reasonable
inquiry, (1) whether a person is an Interested Shareholder, (2)
the number of shares of Voting Stock beneficially owned by a
person, (3) whether a person is an Affiliate or Associate of
another, and (4) whether the assets which are the subject of any
Business Combination have, or the consideration to be received
for the issuance or transfer of securities by the Corporation or
any Subsidiary in any Business Combination has, an aggregate Fair
Market Value of $1,000,000 or more.

     Section 10.5.  No Effect on Fiduciary Obligations of
Interested Shareholders.  Nothing contained in this Article 10
shall be construed to relieve any Interested Shareholder from any
fiduciary obligation imposed by law.

     Section 10.6.  Amendment, Repeal, etc.  Notwithstanding
anything contained in these Articles of Incorporation or the Code
of By-Laws of the Corporation (and notwithstanding the fact that
a greater or lesser percentage may be specified by law, in these
Articles of Incorporation or in the Code of By-Laws of the
Corporation), the affirmative vote of at least 66-2/3% of the
voting power of all of the shares of the Corporation entitled to
vote generally in the election of Directors, voting together as a
single class, that have voted, but in any event not less than the
affirmative vote of at least a majority of the voting power of
all of the shares of the Corporation entitled to vote generally
in the election of Directors, voting together as a single class,
shall be required to alter, amend or repeal this Article 10.

                                  14                                        41
<PAGE>


                           EXHIBIT 5



                Opinion of John H. Sharpe, Esq.

                                                                            42
<PAGE>

                       FORUM GROUP, INC.
               8900 Keystone Crossing, Suite 200
               Indianapolis, Indiana  46240-0498






                        November 7, 1994

Forum Group, Inc.
8900 Keystone Crossing, Suite 200
Indianapolis, Indiana  46240-0498

          Re:  Forum Group, Inc. Equity Incentive Plan

Dear Ladies and Gentlemen:

     I have acted as counsel for Forum Group, Inc., an Indiana
corporation (the "Company"), in connection with the proposed
issuance and sale of up to 2,250,000 shares of Common Stock,
without par value, of the Company (the "Shares") pursuant to the
Forum Group, Inc. Equity Incentive Plan (the "Plan") to be
registered under the Securities Act of 1933, as amended, pursuant
to a Registration Statement on Form S-8 to be filed by the
Company with the Securities and Exchange Commission (the
"Registration Statement").

     I have examined the Plan and such other documents, records,
and matters of law, and made or performed such additional
inquiries, investigations, and examinations, as I have deemed
necessary for purposes of this opinion.  Based upon the
foregoing, I am of the opinion that the Shares that may be issued
and sold pursuant to the Plan and authorized forms of agreements
evidencing grants or awards of stock options, stock appreciation
rights, restricted or deferred stock, performance stock and
performance units will, when issued and sold in accordance with
the Plan and such forms of agreements, be duly authorized,
validly issued, fully paid, and nonassessable.

     I hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.

                                Very truly yours,

                                /s/ John H. Sharpe

                                John H. Sharpe, Esq.
                                                                            43
<PAGE>


                          EXHIBIT 23.1



                Consent of KPMG Peat Marwick LLP


                                                                            44
<PAGE>


The Board of Directors
Forum Group, Inc.:

We consent to incorporation by reference in the registration
statement on Form S-8 of Forum Group, Inc. of our report dated
May 13, 1994, with respect to the consolidated balance sheets of
Forum Group, Inc. and subsidiaries as of March 31, 1994, and
1993, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the years in the
three-year period ended March 31, 1994, and all related
schedules, which report appears in the March 31, 1994, annual
report on Form 10-K of Forum Group, Inc.


/s/KPMG Peat Marwick LLP

KPMG Peat Marwick LLP
Indianapolis, Indiana
November 7, 1994

                                                                            45
<PAGE>

                           EXHIBIT 24



                       Powers of Attorney

                                                                            46
<PAGE>

                       POWER OF ATTORNEY



         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.



                                   /s/ Mark L. Pacala
                                   -------------------
                                   Mark L. Pacala


Dated:  November 2, 1994
                                                                            47
<PAGE>

                       POWER OF ATTORNEY



         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.



                                   /s/ Peter P. Copses
                                   -------------------
                                   Peter P. Copses


Dated:  October 18, 1994
                                                                            48
<PAGE>

                       POWER OF ATTORNEY



         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.



                                   /s/ Daniel A. Decker
                                   --------------------
                                   Daniel A. Decker


Dated:  October 17, 1994
                                                                            49
<PAGE>

                       POWER OF ATTORNEY



         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.



                                   /s/ James A. Eden
                                   -------------------
                                   James A. Eden


Dated:  October 18, 1994
                                                                            50
<PAGE>

                       POWER OF ATTORNEY



         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.



                                   /s/ Asher O. Pacholder
                                   ----------------------
                                   Asher O. Pacholder


Dated:  October 18, 1994
                                                                            51
<PAGE>

                       POWER OF ATTORNEY



         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.



                                   /s/ William G. Petty, Jr.
                                   -------------------------
                                   William G. Petty, Jr.


Dated:  October 18, 1994
                                                                            52
<PAGE>

                       POWER OF ATTORNEY



         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.



                                   /s/ Antony P. Ressler
                                   ---------------------
                                   Antony P. Ressler


Dated:  October 18, 1994
                                                                            53
<PAGE>

                       POWER OF ATTORNEY



         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.



                                   /s/ Paul A. Shively
                                   -------------------
                                   Paul A. Shively


Dated:  October 18, 1994
                                                                            54
<PAGE>

                       POWER OF ATTORNEY



         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.



                                   /s/ D. Ellen Shuman
                                   -------------------
                                   D. Ellen Shuman


Dated:  October 18, 1994
                                                                            55
<PAGE>

                       POWER OF ATTORNEY



         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.



                                   /s/ Eric P. Siegel
                                   -------------------
                                   Eric P. Siegel


Dated:  October 18, 1994
                                                                            56
<PAGE>

                       POWER OF ATTORNEY



         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.



                                   /s/ Merlin C. Spencer
                                   ---------------------
                                   Merlin C. Spencer


Dated:  October 18, 1994
                                                                            57
<PAGE>

                       POWER OF ATTORNEY



         I hereby constitute and appoint John H. Sharpe, Paul A.
Shively, Brian C. Swinton, Robert A. Profusek, Troy B. Lewis, and
each of them as my true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, to sign
for me, in my name in my capacity as a director and/or officer of
Forum Group, Inc. (the "Company"), one or more Registration
Statements on Form S-8 (or any other appropriate form) relating
to the registration under the Securities Act of 1933, as amended,
of shares of Common Stock of the Company issuable to participants
in the Forum Group, Inc. Equity Incentive Plan pursuant to the
terms thereof and to file the same, with all exhibits thereto,
and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and
confirming all that the said attorneys-in-fact and agents, or
their substitutes or resubstitutes, or any of them, shall do or
cause to be done by virtue hereof.



                                   /s/ Robert A. Whitman
                                   ---------------------
                                   Robert A. Whitman


Dated:  October 17, 1994
                                                                            58
<PAGE>

                       POWER OF ATTORNEY



         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.



                                   /s/ George D. Woodard
                                  ----------------------
                                  George D. Woodard


Dated:  October 18, 1994
                                                                            59
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 147776}]
{"company-data": {"conformed-name": "FORUM GROUP INC", "cik": "0000033939", "assigned-sic": "8300", "irs-number": "610703072", "state-of-incorporation": "IN", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56355", "film-number": "94557976"}, "business-address": {"street1": "8900 KEYSTONE CROSSING STE 200", "street2": "P O BOX 40498", "city": "INDIANAPOLIS", "state": "IN", "zip": "46240-0498", "phone": "3178460700"}, "mail-address": {"street1": "8900 KEYSTONE CROSSING STE 200", "street2": "PO BOX 40498", "city": "INDIANAPOLIS", "state": "IN", "zip": "46240-0498"}, "former-company": [{"former-conformed-name": "EXCEPTICON INC", "date-changed": "19810909"}, {"former-conformed-name": "GUARDIAN CARE CORP", "date-changed": "19720615"}]}
As filed with the Securities and Exchange Commission on November 7, 1994
                                             Registration No. 33-
==============================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                                 --------

                                 FORM S-8

                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933

                                 --------

                             FORUM GROUP, INC.
      Indiana         8900 Keystone Crossing, Suite 200            61-0703072
     (State of        Indianapolis, Indiana  46240-0498       (I.R.S. Employer
   Incorporation)             (317) 846-0700                Identification No.)

                 FORUM GROUP, INC. EQUITY INCENTIVE PLAN

                            ------------------

                           JOHN H. SHARPE, Esq.
                        Vice President, Secretary
                           and General Counsel
                            Forum Group, Inc.
                    8900 Keystone Crossing, Suite 200
                    Indianapolis, Indiana  46240-0498
                              (317) 846-0700
                           (Agent for Service)

                             With copies to:

                         ROBERT A. PROFUSEK, Esq.
                        Jones, Day, Reavis & Pogue
                           599 Lexington Avenue
                        New York, New York  10022
                              (212) 326-3939
                            ------------------

                     CALCULATION OF REGISTRATION FEE
==============================================================================
                     |            | Proposed  |  Proposed   |
                     | Proposed   | Maximum   |  Maximum    |  Amount of
                     | Amount     | Offering  |  Aggregate  |  Registration
Title of Securities  | to be      | Price     |  Offering   |  Fee
to Be Registered     | Registered | Per Share |  Price      |
- ---------------------+------------+-----------+-------------+-----------------
Common Stock, without| 2,250,000  | $6.625    |$14,906,250  | $5,140.12
par value            | shares     |    (1)    |     (1)     |
==============================================================================

(1)  Estimated solely for the purpose of computing the registration fee in
     accordance with Rule 457(h)(1).

                               Page 1 of 59
                     Exhibit Index Appears on Page 7                        1
PART II

Item 3.  Incorporation of Documents by Reference

 The following documents (or, as applicable, the portions thereof
specified below) filed by Forum Group, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference, as of their respective dates, into this
Registration Statement:

  (a) The Company's Annual Report on Form 10-K (the "Form 10-K") for
the fiscal year ended March 31, 1994, filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as amended by the Form 10-K/A-1 filed by the
Company on July 29, 1994; and

  (b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1994, and all other reports, if any, filed by
the Company pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year ended March 31, 1994; and

  (c) The description of the Common Stock contained in the Company's
Registration Statement filed pursuant to Section 12 of the Exchange
Act, and all amendments and reports, if any, filed by the Company
for purposes of updating that description.

In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
such securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a
part hereof from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers

  The Indiana Business Corporation Law (the "IBCL") authorizes a
corporation to indemnify its directors, officers, employees and
agents against expenses in certain proceedings provided the
indemnified person (i) acted in good faith, (ii) reasonably
believes, if acting in an official capacity, that his or her conduct
was in the best interest of the corporation or, in all other cases,
that his or her conduct was at least not opposed to the best
interest of the corporation, and (iii) in the case of criminal
proceedings, had reasonable cause to believe that his or her conduct
was lawful or had no reasonable cause to believe that his or her
conduct was unlawful.   The IBCL provides that a corporation must
indemnify its directors, officers, employees and agents who are
wholly successful, on the merits or otherwise, against expenses in
the defense of such proceedings.  The IBCL provides, however, that
this indemnification is not exclusive of any other indemnification
rights provided by the articles of incorporation, by-laws,
resolution or other authorization adopted by a majority vote of the
voting shares then issued and outstanding.

  Under the IBCL, a corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
enterprise, against any liability asserted against him or her and
incurred by him or her in any such capacity, or arising out of his
or her status as such, whether or not the corporation would have the
power to indemnify him or her against the liability under the
provisions of the IBCL.  The Company has purchased such insurance.

  Under the Company's Amended and Restated Articles of Incorporation
(the "Amended and Restated Articles of Incorporation"), each person
who is or was or had agreed to become a director or officer of the
Company, and each such person who is or was serving or had agreed to
serve at the request of the Board of Directors of the Company or an
officer of the Company as an employee or agent of the Company or as
a director, officer, employee or agent of another enterprise, will
be indemnified by the Company to the full extent permitted by the
IBCL or any other applicable law and will be entitled to advancement
of expenses in connection therewith.  Such right of indemnification
and of advancement of expenses (i) is not exclusive of any other
rights to which any person seeking indemnification or advancement of
expenses under the Amended and Restated Articles

                                  2                                         2
of Incorporation may otherwise be entitled, including without limitation
pursuant to any contract approved by a majority of the entire Board of
Directors of the Company and (ii) is applicable to matters otherwise within
the scope of indemnification provisions of the Amended and Restated
Articles of Incorporation whether or not such matters arose or arise
before or after the adoption of such provisions.  Under the Amended
and Restated Articles of Incorporation, (i) the Company may adopt
by-laws or enter into one or more agreements with any person, which
provide for indemnification and/or advancement of expenses greater
or different than that provided in the IBCL and (ii) in the event
that the Company enters into an agreement with any person providing
for indemnification and/or advancement of expenses, in respect of
the retention of counsel to represent the indemnified person, the
provisions of such agreement will exclusively govern the Company's
obligations in respect of the indemnification for and advancement of
fees of counsel.  Under the Amended and Restated Articles of
Incorporation, no amendment or repeal of, or adoption of any
provision inconsistent with, the indemnification provisions of the
Amended and Restated Articles of Incorporation will adversely affect
any right or protection existing thereunder, or arising out of facts
occurring prior to such amendment, repeal or adoption and no such
amendment, repeal or adoption will affect the legality, validity or
enforceability of any contract entered into or right granted prior
to the effective date of such amendment, repeal or adoption.

  As authorized by the IBCL and the Amended and Restated Articles of
Incorporation, the Company has entered into an indemnification
agreement with each of its directors.  These indemnification
agreements provide for, among other things, (i) the indemnification
by the Company of the indemnitees thereunder to the full extent
permitted by the IBCL, (ii) the advancement of attorneys' fees and
other expenses, and (iii) the establishment, upon approval by the
Board of Directors of the Company, of trusts or other funding
mechanisms to fund the Company's indemnification obligations
thereunder.

Item 8.  Exhibits

           4.1  --   Forum Group, Inc. Equity Incentive Plan

           4.2  --   Form of Stock Option Agreement

           4.3  --   Amended and Restated Articles of Incorporation
                     of the Company

           4.4  --   Amended and Restated Code of By-Laws of the
                     Company (incorporated by reference to Exhibit 3.2
                     to the Form 10-K)

           5    --   Opinion of John H. Sharpe, Esq.

           23.1 --   Consent of KPMG Peat Marwick LLP

           23.2 --   Consent of John H. Sharpe, Esq. (included in
                     Exhibit 5)

           24   --  Powers of Attorney

Item 9.  Undertakings

    A.   The Company hereby undertakes:

         (1)  To file, during any period in which offers or sales
    are being made, a post-effective amendment to this Registration
    Statement; (i) to include any prospectus required by Section
    10(a)(3) of the Securities Act of 1933, as amended (the
    "Securities Act"), unless the information required to be
    included in such post-effective amendment is contained in
    periodic reports filed by the Company pursuant to Section 13 or
    Section 15(d) of the Exchange Act and incorporated herein by
    reference; (ii) to reflect in the prospectus any facts or events
    arising after the effective date of this Registration Statement
    (or the most recent post-effective amendment thereof) which,
    individually or in the aggregate, represent a fundamental change
                                  3                                         3
in the information set forth in this Registration Statement
    unless the information required to be included in such
    post-effective amendment is contained in periodic reports filed
    by the Company pursuant to Section 13 or Section 15(d) of the
    Exchange Act and incorporated herein by reference; and (iii) to
    include any material information with respect to the plan of
    distribution not previously disclosed in this Registration
    Statement or any material change to such information in this
    Registration Statement;

         (2)  That, for the purpose of determining any liability
    under the Securities Act, each such post-effective amendment
    shall be deemed to be a new registration statement relating to
    the securities offered therein, and the offering of such
    securities at that time shall be deemed to be the initial bona
    fide offering thereof; and

         (3)  To remove from registration by means of a
    post-effective amendment any of the securities being registered
    which remain unsold at the termination of the offering.

    B.   The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

    C.   Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.

                                  4                                         4
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this Registration Statement
on Form S-8 and has duly caused this Registration Statement on Form
S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, State of Indiana, on this
7th day of November, 1994.

                                  FORUM GROUP, INC.

                                  By:        /s/ John H. Sharpe
                                       -----------------------------
                                                 John H. Sharpe
                                       Vice President, Secretary and
                                                General Counsel

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following
persons in the capacities and on the date(s) indicated.

        Signature                    Title                         Date
        ---------                    -----                         ----

            *             President, Chief Executive         November 7, 1994
    --------------------   Officer and Director
       Mark L. Pacala      (principal executive officer)

            *             Senior Vice President, Treasurer   November 7, 1994
    --------------------   and Chief Financial Officer
       Paul A. Shively     (principal financial and
                            accounting officer)

            *                    Director                    November 7, 1994
    --------------------
      Peter P.  Copses

            *                    Director                    November 7, 1994
    --------------------
      Daniel A.  Decker

            *                    Director                    November 7, 1994
    --------------------
       James A. Eden

            *                    Director                    November 7, 1994
    --------------------
     Asher O. Pacholder

            *                    Director                    November 7, 1994
    --------------------
    William G. Petty, Jr.

                                  5                                         5
*                    Director                   November 7, 1994
    --------------------
     Antony P. Ressler

            *                    Director                   November 7, 1994
    --------------------
       D. Ellen Shuman

            *                    Director                   November 7, 1994
    --------------------
       Eric P. Siegel

            *                    Director                   November 7, 1994
    --------------------
      Merlin C. Spencer

            *                    Director                   November 7, 1994
    --------------------
      Robert A. Whitman

            *                    Director                   November 7, 1994
    --------------------
     George D. Woodard

                                          * By     /s/ John H. Sharpe
                                                ------------------------
                                                  John H. Sharpe,
                                                  Pursuant to a Power of
                                                  Attorney contemporaneously
                                                  filed with the Commission
                                                  as Exhibit 24 hereto.

                                  6                                         6
INDEX TO EXHIBITS
                         -----------------

                                                        Sequentially
Exhibit                                                   Numbered
  No.                       Exhibit                         Page
- -------                     -------                     ------------

  4.1     Forum Group, Inc. Equity Incentive Plan            8

  4.2     Form of Stock Option Agreement                     21

  4.3     Amended and Restated Articles of                   27
          Incorporation of the Company

  4.4     Amended and Restated Code of By-Laws of the        --
          Company (incorporated by reference to
          Exhibit 3.2 to the Form 10-K)

   5      Opinion of John H. Sharpe, Esq.                    42

  23.1    Consent of KPMG Peat Marwick LLP                   44

  23.2    Consent of John H. Sharpe, Esq. (included in       --
          Exhibit 5)

   24     Powers of Attorney                                 46

                                  7                                         7
EXHIBIT 4.1

              Forum Group, Inc. Equity Incentive Plan

                                                                            8
FORUM GROUP, INC.

                       EQUITY INCENTIVE PLAN

      1.    Purpose.   The purpose of this Plan is  to  attract  and
retain  qualified  officers and other salaried  employees  of  Forum
Group,  Inc. (the "Corporation") and its Subsidiaries and to provide
such persons with appropriate incentives.

     2.   Definitions.  As used in this Plan,

       "Appreciation  Right"  means  a  right  granted  pursuant  to
Section 5 of this Plan, including a Free-standing Appreciation Right
and a Tandem Appreciation Right.

      "Base  Price"  means the price to be used  as  the  basis  for
determining   the  Spread  upon  the  exercise  of  a  Free-standing
Appreciation Right.

     "Board" means the Board of Directors of the Corporation.

     "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

      "Committee" means the committee described in Section 14(a)  of
this Plan.

      "Common Shares" means (i) shares of the Common Stock,  without
par  value,  of  the  Corporation and (ii) any security  into  which
Common Shares may be converted by reason of any transaction or event
of the type referred to in Section 10 of this Plan.

      "Date  of Grant" means the date specified by the Committee  on
which  a  grant of Option Rights, Appreciation Rights or Performance
Shares  or Performance Units or a grant or sale of Restricted Shares
of  Deferred  Shares  shall become effective,  which  shall  not  be
earlier  than  the  date on which the Committee  takes  action  with
respect thereto.

      "Deferral  Period"  means  the period  of  time  during  which
Deferred Shares are subject to deferral limitations under Section  7
of this Plan.

      "Deferred Shares" means an award pursuant to Section 7 of this
Plan of the right to receive Common Shares at the end of a specified
Deferral Period.

      "Free-standing Appreciation Right" means an Appreciation Right
granted  pursuant to Section 5 of this Plan that is not  granted  in
tandem with an Option Right or similar right.

     "Incentive Stock Option" means an Option Right that is intended
to  qualify as an "incentive stock option" under Section 422 of  the
Code or any successor provision thereto.
                                                                            9
"Management  Objectives" means the achievement of  performance
objectives  established pursuant to this Plan for  Participants  who
have received grants of Performance Shares or Performance Units  or,
when so determined by the Committee, Restricted Shares.

      "Market  Value per Share" means the fair market value  of  the
Common Shares as determined by the Committee from time to time.

      "Nonqualified  Option"  means an  Option  Right  that  is  not
intended to qualify as a Tax-qualified Option.

      "Optionee"  means  the person so designated  in  an  agreement
evidencing an outstanding Option Right.

      "Option  Price"  means  the purchase price  payable  upon  the
exercise of an Option Right.

      "Option Right" means the right to purchase Common Shares  from
the  Corporation  upon the exercise of a Nonqualified  Option  or  a
Tax-qualified Option granted pursuant to Section 4 of this Plan.

      "Participant" means a person who is selected by the  Committee
to  receive  benefits under this Plan and (i) is  at  that  time  an
officer, including without limitation an officer who may also  be  a
member  of  the Board, or other salaried employee of or a consultant
to  the Corporation or any Subsidiary or (ii) has agreed to commence
serving in any such capacity.

      "Performance Period" means, in respect of a Performance  Share
or  Performance  Unit,  a  period of time  established  pursuant  to
Section  8  of  this  Plan  within which the  Management  Objectives
relating thereto are to be achieved.

      "Performance Share" means a bookkeeping entry that records the
equivalent of one Common Share awarded pursuant to Section 8 of this
Plan.

      "Performance  Unit" means a bookkeeping entry that  records  a
unit equivalent of $1.00 awarded pursuant to Section 8 of this Plan.

       "Reload   Option  Rights"  means  additional  Option   Rights
automatically  granted to an Optionee upon the  exercise  of  Option
Rights pursuant to Section 4(f) of this Plan.

      "Restricted  Shares"  means  Common  Shares  granted  or  sold
pursuant  to  Section  6  of  this Plan  as  to  which  neither  the
substantial  risk  of  forfeiture nor the restrictions  on  transfer
referred to in Section 6 hereof has expired.

      "Rule 16b-3" means Rule 16b-3, as promulgated and amended from
time  to  time by the Securities and Exchange Commission  under  the
Securities Exchange Act of 1934, or any successor rule to  the  same
effect.
                                  2                                         10
"Spread"  means,  in the case of a Free-standing  Appreciation
Right,  the amount by which the Market Value per Share on  the  date
when  the  Appreciation Right is exercised exceeds  the  Base  Price
specified  therein  or, in the case of a Tandem Appreciation  Right,
the  amount by which the Market Value per Share on the date when the
Appreciation  Right is exercised exceeds the Option Price  specified
in the related Option Right.

      "Subsidiary" means a corporation, partnership, joint  venture,
unincorporated association or other entity in which the  Corporation
has  a  direct  or  indirect  ownership or  other  equity  interest;
provided,  however, for purposes of determining whether  any  person
may  be  a Participant for purposes of any grant of Incentive  Stock
Options, "Subsidiary" means any corporation in which the Corporation
owns  or controls directly or indirectly more than 50% of the  total
combined voting power represented by all classes of stock issued  by
such corporation at the time of the grant.

     "Tandem Appreciation Right" means an Appreciation Right granted
pursuant to Section 5 of this Plan that is granted in tandem with an
Option  Right or any similar right granted under any other  plan  of
the Corporation.

      "Tax-qualified Option" means an Option Right that is  intended
to  qualify  under  particular provisions  of  the  Code,  including
without limitation an Incentive Stock Option.

      3.    Shares and Performance Units Available under  the  Plan.
(a)  Subject to adjustment as provided in Section 10 of  this  Plan,
the  number  of Common Shares issued or transferred and  covered  by
outstanding  awards  granted  under  this  Plan  shall  not  in  the
aggregate exceed 2,250,000 Common Shares, which may be Common Shares
of  original  issuance  or  Common Shares  held  in  treasury  or  a
combination thereof.  For the purposes of this Section 3(a):

          (i)   Upon payment in cash of the benefit provided by  any
     award  granted  under this Plan, any Common  Shares  that  were
     covered by that award shall again be available for issuance  or
     transfer hereunder.

          (ii) Common Shares covered by any award granted under this
     Plan  shall  be deemed to have been issued or transferred,  and
     shall cease to be available for future issuance or transfer  in
     respect  of  any other award granted hereunder, at the  earlier
     of  the  time  when they are actually issued or transferred  or
     the  time  when  dividends  or dividend  equivalents  are  paid
     thereon;  provided, however, that Restricted  Shares  shall  be
     deemed  to  have been issued or transferred at the  earlier  of
     the  time  when they cease to be subject to a substantial  risk
     of forfeiture or the time when dividends are paid thereon.

      (b)   Notwithstanding  anything in  Section  3(a)  hereof,  or
elsewhere  in  this Plan, to the contrary, the aggregate  number  of
Common Shares actually issued or transferred by the Corporation upon
the  exercise  of  the  Incentive Stock  Options  shall  not  exceed
2,250,000 Common Shares.
                                  3                                         11
4.    Option  Rights.  The Committee may  from  time  to  time
authorize  grants  to  Participants of options  to  purchase  Common
Shares upon such terms and conditions as the Committee may determine
in accordance with the following provisions:

          (a)   Each grant shall specify the number of Common Shares
     to  which  it  pertains; provided, however, that no participant
     shall  be granted Option Rights for more than 1,000,000  Common
     Shares  during  any one fiscal year, subject to  adjustment  as
     provided in Section 10 of this Plan.

          (b)   Each grant shall specify an Option Price per  Common
     Share,  which  shall be equal to or greater or  less  than  the
     Market Value per Share on the Date of Grant.

          (c)  Each grant shall specify the form of consideration to
     be  paid in satisfaction of the Option Price and the manner  of
     payment  of such consideration, which may include (i)  cash  in
     the  form  of  currency  or  check  or  other  cash  equivalent
     acceptable    to    the   Corporation,   (ii)   nonforfeitable,
     unrestricted  Common  Shares, which are already  owned  by  the
     Optionee,  (iii)  any  other  legal  consideration   that   the
     Committee  may  deem appropriate, including without  limitation
     any  form of consideration authorized under Section 4(d) below,
     or  such  basis  as the Committee may determine  in  accordance
     with this Plan and (iv) any combination of the foregoing.

          (d)   Any grant of a Nonqualified Option may provide  that
     payment  of  the Option Price may also be made in whole  or  in
     part  in  the form of Restricted Shares or other Common  Shares
     that  are  subject  to risk of forfeiture  or  restrictions  on
     transfer.  Unless otherwise determined by the Committee  on  or
     after  the Date of Grant, whenever any Option Price is paid  in
     whole  or in part by means of any of the forms of consideration
     specified  in this Section 4(d), the Common Shares received  by
     the  Optionee  upon  the  exercise of the  Nonqualified  Option
     shall   be   subject  to  the  same  risks  of  forfeiture   or
     restrictions  on  transfer  as  those  that  applied   to   the
     consideration  surrendered by the Optionee; provided,  however,
     that  such  risks  of forfeiture and restrictions  on  transfer
     shall  apply only to the same number of Common Shares  received
     by  the  Optionee as applied to the forfeitable  or  restricted
     Common Shares surrendered by the Optionee.

          (e)   Any  grant may provide for deferred payment  of  the
     Option  Price  from the proceeds of sale through  a  broker  of
     some  or  all  of  the  Common Shares  to  which  the  exercise
     relates.

          (f)  Any grant may provide for the automatic grant to  the
     Optionee  of Reload Option Rights upon the exercise  of  Option
     Rights,  including Reload Option Rights, for Common  Shares  or
     any  other noncash consideration authorized under Sections 4(c)
     and  (d) above; provided, however, that the term of any  Reload
     Option  Right  shall not extend beyond the term of  the  Option
     Right originally exercised.

          (g)   Successive grants may be made to the  same  Optionee
     regardless  of whether any Option Rights previously granted  to
     the Optionee remain unexercised.
                                  4                                         12
(h)   Each  grant shall specify the period or  periods  of
     continuous   employment,  or  continuous  engagement   of   the
     consulting services, of the Optionee by the Corporation or  any
     Subsidiary  that  are  necessary before the  Option  Rights  or
     installments  thereof shall become exercisable, and  any  grant
     may  provide for the earlier exercise of the Option  Rights  in
     the  event of a change in control of the Corporation  or  other
     similar transaction or event.

          (i)  Option Rights granted pursuant to this Section 4  may
     be   Nonqualified   Options   or   Tax-qualified   Options   or
     combinations thereof.

          (j)   Any  grant  of an Option Right may provide  for  the
     payment  to  the  Optionee of dividend equivalents  thereon  in
     cash  or  Common  Shares on a current, deferred  or  contingent
     basis,   or  the  Committee  may  provide  that  any   dividend
     equivalents shall be credited against the Option Price.

          (k)   No  Option Right granted pursuant to this Section  4
     may be exercised more than 10 years from the Date of Grant.

          (l)   Each grant shall be evidenced by an agreement, which
     shall  be executed on behalf of the Corporation by any  officer
     thereof  and  delivered to and accepted  by  the  Optionee  and
     shall  contain  such terms and provisions as the Committee  may
     determine consistent with this Plan.

      5.    Appreciation Rights.  The Committee may  also  authorize
grants  to  Participants  of Appreciation Rights.   An  Appreciation
Right  shall  be  a  right of the Participant to  receive  from  the
Corporation  an amount, which shall be determined by  the  Committee
and  shall be expressed as a percentage (not exceeding 100%) of  the
Spread  at  the time of the exercise of an Appreciation Right.   Any
grant  of  Appreciation Rights under this Plan shall  be  upon  such
terms  and  conditions as the Committee may determine in  accordance
with the following provisions:

          (a)   Any  grant may specify that the amount payable  upon
     the  exercise  of  an Appreciation Right may  be  paid  by  the
     Corporation  in cash, Common Shares or any combination  thereof
     and  may (i) either grant to the Participant or reserve to  the
     Committee  the  right  to  elect among  those  alternatives  or
     (ii)  preclude the right of the Participant to receive and  the
     Corporation  to issue Common Shares or other equity  securities
     in   lieu   of  cash;  provided,  however,  that  no  form   of
     consideration or manner of payment that would cause Rule  16b-3
     to cease to apply to this Plan shall be permitted.

          (b)   Any  grant may specify that the amount payable  upon
     the  exercise  of  an  Appreciation Right shall  not  exceed  a
     maximum specified by the Committee on the Date of Grant.

          (c)  Any grant may specify (i) a waiting period or periods
     before   Appreciation  Rights  shall  become  exercisable   and
     (ii)   permissible  dates  or  periods  on  or   during   which
     Appreciation Rights shall be exercisable.
                                  5                                         13
(d)  Any grant may specify that an Appreciation Right  may
     be  exercised only in the event of a change in control  of  the
     Corporation or other similar transaction or event.

          (e)   Any  grant  may  provide  for  the  payment  to  the
     Participant of dividend equivalents thereon in cash  or  Common
     Shares on a current, deferred or contingent basis.

          (f)   Each grant shall be evidenced by an agreement, which
     shall  be executed on behalf of the Corporation by any  officer
     thereof  and  delivered to and accepted  by  the  Optionee  and
     shall  describe the subject Appreciation Rights,  identify  any
     related  Option Rights, state that the Appreciation Rights  are
     subject  to  all of the terms and conditions of this  Plan  and
     contain  such  other terms and provisions as the Committee  may
     determine consistent with this Plan.

          (g)   Regarding  Tandem Appreciation  Rights  only:   Each
     grant  shall  provide that a Tandem Appreciation Right  may  be
     exercised only (i) at a time when the related Option Right  (or
     any   similar  right  granted  under  any  other  plan  of  the
     Corporation)  is  also exercisable and the Spread  is  positive
     and  (ii)  by  surrender of the related Option Right  (or  such
     other right) for cancellation.

         (h)  Regarding Free-standing Appreciation Rights only:

                    (i)    Each  grant shall specify in  respect  of
          each  Free-standing Appreciation Right a  Base  Price  per
          Common  Share, which shall be equal to or greater or  less
          than the Market Value per Share on the Date of Grant;

                    (ii)  Successive grants may be made to the  same
          Participant   regardless  of  whether  any   Free-standing
          Appreciation Rights previously granted to the  Participant
          remain unexercised;

                      (iii)                                     Each
          grant  shall  specify the period or periods of  continuous
          employment,  or  continuous engagement of  the  consulting
          services,  of  the Participant by the Corporation  or  any
          Subsidiary  that  are necessary before  the  Free-standing
          Appreciation  Rights or installments thereof shall  become
          exercisable;  and any grant may provide  for  the  earlier
          exercise of the Free-standing Appreciation Rights  in  the
          event  of a change in control of the Corporation or  other
          similar transaction or event; and

                    (iv) No Free-standing Appreciation Right granted
          under  this Plan may be exercised more than 10 years  from
          the Date of Grant.

      6.    Restricted  Shares.  The Committee  may  also  authorize
grants or sales to Participants of Restricted Shares upon such terms
and conditions as the Committee may determine in accordance with the
following provisions:
                                  6                                         14
(a)   Each  grant  or sale shall constitute  an  immediate
     transfer  of  the ownership of Common Shares to the Participant
     in  consideration  of  the performance of  services,  entitling
     such  Participant  to  dividend,  voting  and  other  ownership
     rights,  subject  to  the substantial risk  of  forfeiture  and
     restrictions on transfer hereinafter referred to.

          (b)   Each  grant  or sale may be made without  additional
     consideration  from  the Participant or in consideration  of  a
     payment  by the Participant that is less than the Market  Value
     per Share on the Date of Grant.

          (c)   Each grant or sale shall provide that the Restricted
     Shares covered thereby shall be subject to a "substantial  risk
     of  forfeiture" within the meaning of Section 83  of  the  Code
     for  a period to be determined by the Committee on the Date  of
     Grant,  and  any  grant  or sale may provide  for  the  earlier
     termination of such period in the event of a change in  control
     of the Corporation or other similar transaction or event.

          (d)   Each  grant or sale shall provide that,  during  the
     period  for  which  such substantial risk of forfeiture  is  to
     continue,  the transferability of the Restricted  Shares  shall
     be  prohibited  or restricted in the manner and to  the  extent
     prescribed  by  the  Committee on  the  Date  of  Grant.   Such
     restrictions   may   include  without  limitation   rights   of
     repurchase  or  first refusal in the Corporation or  provisions
     subjecting  the  Restricted Shares to a continuing  substantial
     risk of forfeiture in the hands of any transferee.

          (e)   Any  grant  or  sale may require  that  any  or  all
     dividends or other distributions paid on the Restricted  Shares
     during   the  period  of  such  restrictions  be  automatically
     sequestered  and reinvested on an immediate or  deferred  basis
     in  additional Common Shares, which may be subject to the  same
     restrictions   as   the   underlying  award   or   such   other
     restrictions as the Committee may determine.

           (f)   Each  grant  or  sale  shall  be  evidenced  by  an
     agreement,   which  shall  be  executed  on   behalf   of   the
     Corporation  by  an  officer  thereof  and  delivered  to   and
     accepted  by the Participant and shall contain such  terms  and
     provisions as the Committee may determine consistent with  this
     Plan.    Unless  otherwise  directed  by  the  Committee,   all
     certificates  representing Restricted Shares, together  with  a
     stock  power that shall be endorsed in blank by the Participant
     with  respect  to  the  Restricted Shares,  shall  be  held  in
     custody  by  the  Corporation until  all  restrictions  thereon
     lapse.

      7.   Deferred Shares.  The Committee may also authorize grants
or  sales  of  Deferred Shares to Participants upon such  terms  and
conditions  as  the Committee may determine in accordance  with  the
following provisions:

          (a)  Each grant or sale shall constitute the agreement  by
     the  Corporation  to  issue or transfer Common  Shares  to  the
     Participant  in the future in consideration of the  performance
     of  services,  subject to the fulfillment during  the  Deferral
     Period of such conditions as the Committee may specify.
                                  7                                         15
(b)   Each  grant  or sale may be made without  additional
     consideration  from  the Participant or in consideration  of  a
     payment  by the Participant that is less than the Market  Value
     per Share on the Date of Grant.

          (c)   Each  grant or sale shall provide that the  Deferred
     Shares  covered thereby shall be subject to a Deferral  Period,
     which  shall  be fixed by the Committee on the Date  of  Grant,
     and  any  grant or sale may provide for the earlier termination
     of  the Deferral Period in the event of a change in control  of
     the Corporation or other similar transaction or event.

          (d)  During the Deferral Period, the Participant shall not
     have  any right to transfer any rights under the subject award,
     shall  not have any rights of ownership in the Deferred  Shares
     and  shall not have any right to vote the Deferred Shares,  but
     the  Committee may on or after the Date of Grant authorize  the
     payment of dividend equivalents on the Deferred Shares in  cash
     or   additional  Common  Shares  on  a  current,  deferred   or
     contingent basis.

           (e)   Each  grant  or  sale  shall  be  evidenced  by  an
     agreement,   which  shall  be  executed  on   behalf   of   the
     Corporation  by  any  officer  thereof  and  delivered  to  and
     accepted  by the Participant and shall contain such  terms  and
     provisions as the Committee may determine consistent with  this
     Plan.

      8.    Performance Shares and Performance Units.  The Committee
may  also  authorize  grants of Performance Shares  and  Performance
Units,  which  shall  become payable to  the  Participant  upon  the
achievement of specified Management Objectives, upon such terms  and
conditions  as  the Committee may determine in accordance  with  the
following provisions:

          (a)   Each  grant shall specify the number of  Performance
     Shares or Performance Units to which it pertains, which may  be
     subject  to  adjustment to reflect changes in  compensation  or
     other factors.

           (b)    The  Performance  Period  with  respect  to   each
     Performance  Share or Performance Unit shall be  determined  by
     the  Committee  on  the Date of Grant and  may  be  subject  to
     earlier termination in the event of a change in control of  the
     Corporation or other similar transaction or event.

          (c)   Each  grant shall specify the Management  Objectives
     that  are  to  be  achieved by the Participant,  which  may  be
     described   in   terms   of  Corporation-wide   objectives   or
     objectives  that  are  related  to  the  performance   of   the
     individual  Participant or the Subsidiary, division, department
     or  function within the Corporation or Subsidiary in which  the
     Participant   is  employed  or  with  respect  to   which   the
     Participant provides consulting services.

          (d)   Each grant shall specify in respect of the specified
     Management   Objectives   a   minimum   acceptable   level   of
     achievement below which no payment will be made and  shall  set
     forth  a  formula for determining the amount of any payment  to
     be  made  if
                                  8                                         16
performance is at or above the minimum acceptable
     level  but  falls  short of full achievement of  the  specified
     Management Objectives.

          (e)   Each  grant  shall specify the time  and  manner  of
     payment  of Performance Shares or Performance Units that  shall
     have  been  earned,  and any grant may specify  that  any  such
     amount  may  be paid by the Corporation in cash, Common  Shares
     or  any  combination  thereof  and  may  either  grant  to  the
     Participant  or  reserve to the Committee the  right  to  elect
     among  those alternatives; provided, however, that no  form  of
     consideration or manner of payment that would cause Rule  16b-3
     to cease to apply to this Plan shall be permitted.

          (f)  Any grant of Performance Shares may specify that  the
     amount  payable with respect thereto may not exceed  a  maximum
     specified by the Committee on the Date of Grant.  Any grant  of
     Performance Units may specify that the amount payable,  or  the
     number  of Common Shares issued, with respect thereto  may  not
     exceed  maximums  specified by the Committee  on  the  Date  of
     Grant.

          (g)   On or after the Date of Grant of Performance Shares,
     the  Committee  may provide for the payment to the  Participant
     of  dividend  equivalents thereon in cash or additional  Common
     Shares on a current, deferred or contingent basis.

          (h)   The  Committee may adjust Management Objectives  and
     the  related minimum acceptable level of achievement if, in the
     sole  judgment  of  the Committee, events or transactions  have
     occurred  after  the Date of Grant that are  unrelated  to  the
     performance of the Participant and result in distortion of  the
     Management  Objectives or the related minimum acceptable  level
     of achievement.

          (i)   Each grant shall be evidence by an agreement,  which
     shall  be executed on behalf of the Corporation by any  officer
     thereof  and  delivered to and accepted by the Participant  and
     shall  contain  such terms and provisions as the Committee  may
     determine consistent with this Plan.

      9.   Transferability.  (a) No Option Right or other derivative
security  (as  that term is used in Rule 16b-3) granted  under  this
Plan  may be transferred by a Participant except by will or the laws
of  descent and distribution.  Option Rights and Appreciation Rights
granted  under this Plan may not be exercised during a Participant's
lifetime  except  by  the  Participant  or,  in  the  event  of  the
Participant's   legal   incapacity,  by  his   guardian   or   legal
representative  acting  in a fiduciary capacity  on  behalf  of  the
Participant under state law and court supervision.

     (b)  Any grant made under this Plan may provide that all or any
part  of  the Common Shares that are to be issued or transferred  by
the  Corporation upon the exercise of Option Rights or  Appreciation
Rights or upon the termination of the Deferral Period applicable  to
Deferred  Shares or in payment of Performance Shares or  Performance
Units,  or  are  no  longer  subject  to  the  substantial  risk  of
forfeiture and restrictions on transfer referred to in Section 6  of
this Plan, shall be subject to further restrictions upon transfer.
                                  9                                         17
10.   Adjustments.  The Committee may make or provide for such
adjustments  in  the number of Common Shares covered by  outstanding
Option  Rights, Appreciation Rights, Deferred Shares and Performance
Shares granted hereunder, the Option Prices per Common Share or Base
Prices  per  Common Share applicable to any such Option  Rights  and
Appreciation  Rights,  and the kind of shares (including  shares  of
another issuer) covered thereby, as the Committee may in good  faith
determine  to be equitably required in order to prevent dilution  or
expansion of the rights of Participants that otherwise would  result
from  (a)  any stock dividend, stock split, combination  of  shares,
recapitalization  or other change in the capital  structure  of  the
Corporation  or  (b) any merger, consolidation, spin-off,  spin-out,
split-off, split-up, reorganization, partial or complete liquidation
or  other  distribution of assets, issuance  of  warrants  or  other
rights to purchase securities or any other corporate transaction  or
event  having  an  effect similar to any of the foregoing.   In  the
event of any such transaction or event, the Committee may provide in
substitution for any or all outstanding awards under this Plan  such
alternative  consideration as it may in good faith determine  to  be
equitable  under  the  circumstances and may require  in  connection
therewith  the  surrender of all awards so replaced.  Moreover,  the
Committee may on or after the Date of Grant provide in the agreement
evidencing  any award under this Plan that the holder of  the  award
may elect to receive an equivalent award in respect of securities of
the   surviving  entity  of  any  merger,  consolidation  or   other
transaction  or event having a similar effect, or the Committee  may
provide  that the holder will automatically be entitled  to  receive
such  an  equivalent award.  The Committee may also make or  provide
for  such  adjustments  in  the  maximum  number  of  Common  Shares
specified  in  Section 3(a) of this Plan and the maximum  number  of
Common  Shares  specified  in Section  4(a)  of  this  Plan  as  the
Committee may in good faith determine to be appropriate in order  to
reflect any transaction or event described in this Section 10.

      11.  Fractional Shares.  The Corporation shall not be required
to  issue  any fractional Common Shares pursuant to this Plan.   The
Committee  may provide for the elimination of fractions or  for  the
settlement thereof in cash.

      12.  Withholding Taxes.  To the extent that the Corporation is
required  to  withhold federal, state, local  or  foreign  taxes  in
connection  with  any  payment  made  or  benefit  realized   by   a
Participant  or  other  person under  this  Plan,  and  the  amounts
available  to  the Corporation for the withholding are insufficient,
it  shall be a condition to the receipt of any such payment  or  the
realization of any such benefit that the Participant or  such  other
person make arrangements satisfactory to the Corporation for payment
of  the  balance  of  any taxes required to  be  withheld.   At  the
discretion  of  the  Committee, any such  arrangements  may  without
limitation  include relinquishment of a portion of any such  payment
or  benefit  or  the  surrender of outstanding Common  Shares.   The
Corporation and any Participant or such other person may  also  make
similar  arrangements with respect to the payment of any taxes  with
respect to which withholding is not required.

     13.  Certain Terminations of Employment or Consulting Services,
Hardship, and Approved Leaves of Absence.  Notwithstanding any other
provision  of this Plan to the contrary, in the event of termination
of employment or consulting services by reason of death, disability,
normal  retirement,  early  retirement  with  the  consent  of   the
Corporation,  termination of employment or  consulting  services  to
enter public or military service with the consent of the
                                  10                                        18
Corporation
or  leave of absence approved by the Corporation, or in the event of
hardship or other special circumstances, of a Participant who  holds
an  Option  Right or Appreciation Right that is not immediately  and
fully exercisable, any Restricted Shares as to which the substantial
risk of forfeiture or the prohibition or restriction on transfer has
not  lapsed, any Deferred Shares as to which the Deferral Period  is
not  complete, any Performance Shares or Performance Units that have
not  been fully earned, or any Common Shares that are subject to any
transfer  restriction pursuant to Section 9(b)  of  this  Plan,  the
Committee  may  take any action that it deems to be equitable  under
the  circumstances  or  in the best interests  of  the  Corporation,
including without limitation waiving or modifying any limitation  or
requirement with respect to any award under this Plan.

      14.   Administration  of the Plan.  (a)  This  Plan  shall  be
administered by the Compensation Committee of the Board, which shall
be  composed of not less than two members of the Board, each of whom
shall  be a "disinterested person" within the meaning of Rule 16b-3.
A  majority of the Committee shall constitute a quorum, and the acts
of  the  members  of the Committee who are present  at  any  meeting
thereof  at which a quorum is present, or acts unanimously  approved
by the members of the Committee in writing, shall be the acts of the
Committee.

      (b)   The interpretation and construction by the Committee  of
any  provision  of  this  Plan  or any  agreement,  notification  or
document evidencing the grant of Option Rights, Appreciation Rights,
Restricted   Shares,   Deferred  Shares.   Performance   Shares   or
Performance  Units, and any determination by the Committee  pursuant
to any provision of this Plan or any such agreement, notification or
document, shall be final and conclusive.  No member of the Committee
shall  be liable for any such action taken or determination made  in
good faith.

      15.   Amendments  and Other Matters.  (a)  This  Plan  may  be
amended  from  time  to  time by the Committee;  provided,  however,
except as expressly authorized by this Plan, no such amendment shall
increase   the   maximum  number  of  Common  Shares  specified   in
Section  3(a) hereof, increase the number of Common Shares specified
in  Section  4(a) hereof or otherwise cause this Plan  to  cease  to
satisfy  any applicable condition of Rule 16b-3, without the further
approval of the shareholders of the Corporation.

      (b)   The  Committee may condition the grant of any  award  or
combination of awards authorized under this Plan on the surrender or
deferral  by the Participant of his or her right to receive  a  cash
bonus or other compensation otherwise payable by the Corporation  or
a Subsidiary to the Participant.

      (c)  This Plan shall not confer upon any Participant any right
with respect to continuance of employment or other service with  the
Corporation  or any Subsidiary and shall not interfere  in  any  way
with  any  right  that  the  Corporation  or  any  Subsidiary  would
otherwise  have to terminate any Participant's employment  or  other
service at any time.

      (d)   (i) To the extent that any provision of this Plan  would
prevent  any  Option  Right  that  was  intended  to  qualify  as  a
Tax-qualified Option from so qualifying, any such provision shall be
null  and  void  with  respect to any such Option  Right;  provided,
however, that any such
                                  11                                        19
provision shall remain in effect with respect
to  other Option Rights, and there shall be no further effect on any
provision of this Plan.

      (ii)  Any  award that may be made pursuant to an amendment  to
this  Plan that shall have been adopted without the approval of  the
shareholders  of the Corporation shall be null and  void  if  it  is
subsequently determined that such approval was required in order for
this  Plan  to  continue  to  satisfy the applicable  conditions  of
Rule 16b-3.

      16.   Termination  of the Plan.  No further  awards  shall  be
granted under this Plan after the passage of 10 years from the  date
on  which  the  Plan  is first approved by the shareholders  of  the
Corporation.

                                  12                                        20
EXHIBIT 4.2

                   Form of Stock Option Agreement

                                                                            21
STOCK OPTION AGREEMENT
                       ----------------------

     This Stock Option Agreement (this "Agreement) is made by and
between Forum Group, Inc., an Indiana corporation (the
"Company"), and ________________ (the "Optionee").

                            RECITALS

     A.   The Optionee is an employee of the Company and/or one
or more Subsidiaries (as defined below) and has made and is
expected to make a substantial contribution to the performance
and future prospects of the Company; and

     B.   The execution of this Agreement by the Company has been
authorized by a resolution adopted by the Compensation Committee
(the "Committee") of the Board of Directors (the "Board") of the
Company on ___________, ____.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.   Grant of Option.  Pursuant to the Company's Equity
Incentive Plan (the "Plan"), the Company hereby grants to the
Optionee, effective as of ____________, ____ (the "Date of
Grant"), an option (the "Option") to purchase ____ shares of the
Company's common stock, without par value ("Common Stock"), at a
purchase price of $___ per share (the "Option Price").  The
Company will, subject to the terms and conditions of this
Agreement and of the Plan, cause certificates representing any
shares of Common Stock purchased by the Optionee upon full or
partial exercise of the Option in accordance with the terms
hereof to be delivered to the Optionee upon payment in full of
the Option Price therefor.

     2.   Vesting of Option.  (a)  Subject to Sections 2(b) and 4
hereof, the Option will vest and be exercisable with respect to
one-_____ of the shares of Common Stock subject to the Option on
each of the first ____ anniversaries of the Date of Grant,
provided that the Optionee remains in the continuous employ, on a
full-time basis, of the Company or a Subsidiary from the Date of
Grant through the applicable vesting date.  For purposes of this
Agreement, (i) "Subsidiary" means a corporation, partnership,
joint venture, unincorporated association or other entity in
which the Company has a direct or indirect ownership or other
equity interest and (ii) the continuous employment of the
Optionee with the Company or a Subsidiary will not be deemed to
have been interrupted, and the Optionee will not be deemed to
have ceased to be an employee of the Company or a Subsidiary, by
reason of the transfer of his or her full-time employment among
the Company and its Subsidiaries or a leave of absence approved
by the Board or the Committee.  To the extent exercisable, the
Option may be exercised in whole or in part from time to time
until terminated pursuant to Section 4 hereof.
                                                                            22
(b)  Notwithstanding Section 2(a) hereof, the Option
will vest and be immediately and fully exercisable upon the
Optionee's death or Disability (as defined below) while in the
full-time employ of the Company or any Subsidiary.  For purposes
of this Agreement, "Disability" means permanent disability within
the meaning of the long-term disability plan of the Company or a
Subsidiary in effect with respect to the Optionee, and the date
of such Disability will be the date on which the Optionee begins
actually to receive disability benefits pursuant to such
long-term disability plan.

     3.   Payment of Exercise Price.  The Option Price will be
payable (a) in cash in the form of currency or check or other
cash equivalent acceptable to the Company, (b) by actual or
constructive transfer to the Company of nonforfeitable,
nonrestricted shares of Common Stock that have been owned by the
Optionee for more than six months prior to the date of exercise,
or (c) by a combination of such methods of payment.
Nonforfeitable, nonrestricted shares of Common Stock that are
transferred by the Optionee in payment of all or any part of the
Option Price will be valued on the basis of their fair market
value as determined by the Committee or the Board from time to
time.  The requirement of payment in cash will be deemed
satisfied if the Optionee makes arrangements that are
satisfactory to the Company with a bank or broker that is a
member of the National Association of Securities Dealers, Inc. to
sell a sufficient number of the shares of Common Stock being
purchased so that the net proceeds of the sale transaction will
at least equal the Option Price plus the amount of any applicable
withholding taxes and pursuant to which the bank or broker
undertakes to deliver to the Company the full amount of the
Option Price plus the amount of any applicable withholding taxes
not later than the date on which the sale transaction would
settle on a regular-way basis in the ordinary course of business.

     4.   Termination of Option.  (a) The Option will terminate
automatically and without further notice on the earliest of the
following dates:

          (i)  the date that is __ calendar days after the
     Optionee ceases to be a full-time employee of the Company or
     a Subsidiary for any reason other than for a reason
     described in clause (ii) of this Section 4(a);

         (ii)  in the event of the Optionee's death or
     Disability, ___ calendar days after the Optionee's death or
     Disability, as the case may be; and

        (iii)  the ____ annual anniversary of the Date of Grant.

          (b)  The Option will be exercisable after the Optionee
ceases to be a full-time employee of the Company or a Subsidiary
only to the extent that the Optionee could have exercised the

                                  2                                         23
Option on the date on which his or her full-time employment with
the Company or a Subsidiary terminated.

          (c)  In the event that the Optionee commits an act that
the Committee or the Board determines to have been intentionally
committed and materially inimical to the interests of the Company
or a subsidiary, the Option will terminate at the time of that
determination notwithstanding any other provision of this
Agreement, in which event, without further action, the Optionee
will have no rights hereunder.

     5.   Certain Limitations.  (a) Notwithstanding anything to
the contrary herein contained, the Company will not be required
to, and will not, issue and deliver shares of Common Stock on
exercise of the Option if (i) such action would result in a
violation of law or in an event of default under (A) any credit
agreement to which the Company is or becomes a party, (B) any
indenture to which the Company is or becomes a party, or (C) any
note, debenture or other evidence of indebtedness executed and
delivered by the Company, or (ii) immediately prior to such
payment, there exists a default under any credit agreement or any
indenture to which the Company is or becomes a party or any note,
debenture or other evidence of indebtedness executed and
delivered by the Company.

          (b)  Notwithstanding anything to the contrary herein
contained, the Option will not be exercisable if the exercise
thereof would result in a violation of any applicable federal and
state securities laws.  The Company will use reasonable efforts
to comply with all such laws so as to permit the option to be
exercisable in accordance with its terms, provided, however, that
the Company will have no liability to the Optionee or any other
person or entity in the event of a failure to comply therewith.

     6.   Transferability and Exercisability.  Neither the Option
nor any interest therein may be transferred by the Optionee
except by will or the laws of descent and distribution, and the
Option may not be exercised during the lifetime of the Optionee
except by the Optionee or, in the event of his or her legal
incapacity, by his or her guardian or legal representative acting
on behalf of the Optionee in a fiduciary capacity under state law
and court supervision.

     7.   Adjustments.  The Committee or the Board may, but will
not be required to, make such adjustments in the Option Price and
the number or kind of shares of stock or other securities subject
to the Option that the Committee or the Board may determine to be
appropriate in order to prevent any dilution or expansion of the
Optionee's rights under this Agreement that otherwise would
result from any (a) stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure
of the Company or (b) merger, consolidation, spin-off, spin-out,
split-off, split-up, reorganization, partial or complete
liquidation or other distribution of assets, issuance of warrants

                                  3                                         24
or other rights to purchase securities or any other corporate
transaction or event having an effect similar to any of foregoing
(other than rights arising under a subscription offering that has
an initial exercise period of less than one year, as to which no
adjustment will be made unless the Committee or Board, in its
respective sole discretion, otherwise determines).  Furthermore,
in the event that any transaction or event described or referred
to in the immediately preceding sentence occurs, the Committee
may provide in substitution for any or all of the Optionee's
rights under this Agreement such alternative consideration as the
Committee or the Board may determine to be appropriate in the
circumstances.

     8.   Withholding Taxes.  The Option is intended to be a
nonqualified stock option and will not be treated as an
"incentive stock option" under Section 422 of the Internal
Revenue Code of 1986, as amended.  If the Company is required to
withhold any federal, state, local or foreign tax in connection
with any exercise of the Option, it will be a condition to such
exercise that the Optionee pay or make arrangements satisfactory
to the Company for payment of all such taxes.  The Optionee may
elect to satisfy all or any part of any such withholding
requirement by retention by the Company of a portion of the
shares of Common Stock purchased upon exercise of the Option, and
the shares of Common Stock so retained will be credited against
such withholding requirement at the fair market value of such
shares on the date of exercise as reasonably determined by the
Committee from time to time; provided, however, that, if the
Optionee is subject to Section 16 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), such election will be
subject to the applicable conditions of Rule 16b-3 promulgated by
the Securities and Exchange Commission under Section 16(b) of the
Exchange Act.

     9.   Right to Terminate Employment and Adjust Compensation.
No provision of this Agreement will limit in any way whatsoever
the Company's right to terminate the Optionee's employment,
adjust the Optionee's compensation or otherwise change the terms
and conditions of the Optionee's employment.

     10.  Relation to Other Benefits.  Any economic or other
benefit to the Optionee under this Agreement or the Plan will not
be taken into account in determining any benefits to which the
Optionee may be entitled under any profit-sharing, retirement or
other benefit or compensation plan maintained by the Company or
any of its Subsidiaries and will not affect the amount of any
life insurance coverage available to any beneficiary under any
life insurance plan covering employees of the Company or any of
its Subsidiaries.

     11.  Amendments.  Any amendment to the Plan will be deemed
to be an amendment to this Agreement to the extent that the
amendment is applicable hereto.

                                  4                                         25
12.  Severability.  In the event that one or more of the
provisions of this Agreement is invalidated for any reason by a
court of competent jurisdiction, any provision so invalidated
will be deemed to be separable from the other provisions hereof,
and the remaining provisions hereof will continue to be valid and
fully enforceable.

     13.  Governing Law.  This Agreement is made under, and will
be construed in accordance with, the laws of the State of
Indiana, without giving effect to the principles of conflict of
laws thereof.

     IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective as of the Date of Grant.

                                 FORUM GROUP, INC.

                                 By: ____________________________
                                    Name:
                                    Title:

                                 ________________________________
                                  _________________, Optionee

                                  5                                         26
EXHIBIT 4.3

 Amended and Restated Articles of Incorporation of the Company

                                                                            27
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF FORUM GROUP, INC.
 -------------------------------------------------------------------

                            ARTICLE 1
                     NAME OF THE CORPORATION
                     -----------------------

     The name of the corporation is Forum Group, Inc. (the
"Corporation").

                            ARTICLE 2
                   PURPOSE OF THE CORPORATION
                   --------------------------

     The Corporation is organized for the purpose of engaging in
any and all lawful businesses for which corporations may be
incorporated under the Indiana Business Corporation Law, as
amended, IND. CODE  23-1-17-1, et seq. (the "Law").

                            ARTICLE 3
             PERIOD OF EXISTENCE OF THE CORPORATION
             --------------------------------------

     The period during which the Corporation shall continue to
exist as a corporation is perpetual.

                            ARTICLE 4
             REGISTERED OFFICE AND REGISTERED AGENT
                       OF THE CORPORATION
             --------------------------------------

     Section 4.1.   Registered Office.  The post office address
of the Registered Office of the Corporation is:

                    8900 Keystone Crossing, Suite 200
                    Post Office Box 40498
                    Indianapolis, Indiana  46240-0498

     Section 4.2.   Registered Agent.  The name and post office
address of the Registered Agent of the Corporation are:

                    John H. Sharpe
                    8900 Keystone Crossing, Suite 200
                    Post Office Box 40498
                    Indianapolis, Indiana  46240-0498

                            ARTICLE 5
         NUMBER OF AUTHORIZED SHARES OF THE CORPORATION
         ----------------------------------------------

     The Corporation has authority to issue fifty million
(50,000,000) shares, all of which are shares without par value.

                            ARTICLE 6
     GENERAL PROVISIONS REGARDING SHARES OF THE CORPORATION
     ------------------------------------------------------

     Section 6.1.   Preferred Stock.  Two million (2,000,000) of
the shares which the Corporation has authority to issue
constitute a separate and single class of shares known as
Preferred Stock ("Preferred Stock").  The shares of Preferred
Stock may be issued in one or more series.  The Board of
Directors is vested with authority to determine and state the
designations and the relative rights, preferences,
qualifications, limitations and restrictions of each such series
by the adoption and filing in accordance with the Law of an
appropriate resolution or resolutions authorizing the issuance of such
                                                                            28
series prior to the issuance of such series.  All shares of
Preferred Stock of the same series shall be identical with each
other in all respects.

     Section 6.2.   Common Stock.  All of the remaining shares
which the Corporation has authority to issue constitute a
separate and single class of shares known as Common Stock
("Common Stock").  The shares of Common Stock shall not be issued
in series.  All shares of Common Stock shall be identical with
each other in all respects.

     Section 6.3.   Issuance of Shares.  The Board of Directors
has authority to authorize and direct the issuance by the
Corporation of shares of Preferred Stock and Common Stock at such
times, in such amounts, to such persons, for such considerations
and upon such terms and conditions as it may, from time to time,
determine upon, subject only to the restrictions, limitations,
conditions and requirements imposed by the Law, by other
applicable laws, by these Articles of Incorporation and by the
resolution or resolutions authorizing the issuance of any series
of shares of Preferred Stock adopted by the Board of Directors
pursuant to Section 6.1 of these Articles of Incorporation.

     Section 6.4.   Distributions Upon Shares.  The Board of
Directors has authority to authorize and direct the payment of
dividends and the making of other distributions by the
Corporation in respect of shares of the issued and outstanding
Preferred Stock and Common Stock at such times, in such amounts
and forms, from such sources (specifically including, but not
limited to, the unrestricted and unreserved capital surplus of
the Corporation) and upon such terms and conditions as it may,
from time to time, determine upon, subject only to the
restrictions, limitations, conditions and requirements imposed by
the Law, by other applicable laws, by these Articles of
Incorporation and by the resolution or resolutions authorizing
the issuance of any series of shares of Preferred Stock adopted
by the Board of Directors pursuant to Section 6.1 of these
Articles of Incorporation. The Board of Directors has authority
to authorize and direct the payment of dividends and the making
of distributions by the Corporation in respect of shares of the
issued and outstanding Preferred Stock or Common Stock in shares
of the same class or in shares of any other class without
obtaining the affirmative vote or the written consent of the
class in which the payment or distribution is to be made.

     Section 6.5.   Acquisition of Shares.  The Board of
Directors has authority to authorize and direct the acquisition
by the Corporation of the issued and outstanding shares of
Preferred Stock and Common Stock at such times, in such amounts,
from such persons, for such considerations, from such sources,
and upon and subject to such terms and conditions as it may, from
time to time, determine upon, subject only to the restrictions,
limitations, conditions and requirements imposed by the Law, by
other applicable laws, by these Articles of Incorporation and by
the resolution or resolutions authorizing the issuance of any
series of shares of Preferred Stock adopted by the Board of
Directors pursuant to Section 6.1 of these Articles of
Incorporation.

     Section 6.6.   Fractional Shares and Scrip.  The Board of
Directors has authority (but shall not be obliged) (1) to
authorize the issuance by the Corporation of fractional shares of
Preferred Stock and Common Stock, (2) to arrange for the
disposition of fractional shares by the holders of the same, (3)
to pay in cash or otherwise the fair value of fractional shares
as of the time when those entitled to such fractional shares are
determined, and (4) to issue scrip in registered or bearer form
which shall entitle the holder of the same to receive a
certificate evidencing a full share upon surrender of such scrip
aggregating a full share.  A fractional share shall, but scrip
shall not (unless in registered form and containing the terms so
provided), entitle the holder to exercise the same rights
(proportionately reduced) as the class or series of shares of
Preferred Stock or Common Stock in respect of which it is issued
possesses.  The Board of Directors has authority to authorize
such scrip to be issued subject to the condition that it shall
become void if not exchanged for certificates evidencing full
shares upon or before a specified date, or subject to the
condition that the shares for which such scrip is exchangeable
may be sold by the Corporation and the proceeds of such sale
distributed to the holders of such scrip, or subject to any other
conditions which the Board of Directors may determine upon.

     Section 6.7.   Series A Preferred Stock.     The terms of
Series A Preferred Stock are as follows:

                                  2                                         29
Clause 6.71.   Designation and Amount.  The shares
     of such series shall be designated as the "Series A
     Preferred Stock" and the number of shares constituting
     such series shall be 50,000.

          Clause 6.72.   Dividends and Distributions.  (a)
     Simultaneously with the declaration of any dividend or
     distribution on the Common Stock, other than a dividend
     payable in shares of Common Stock or a subdivision of
     the outstanding shares of Common Stock (by
     reclassification or otherwise), the Board of Directors
     shall declare a dividend or distribution on the Series
     A Preferred Stock in an amount per shares (rounded to
     the nearest cent), subject to the provision for
     adjustment hereinafter set forth, equal to 100 times
     the aggregate per share amount of cash dividends, and
     100 times the aggregate per share amount (payable in
     kind) of all non-cash dividends or other distributions,
     declared on the Common Stock.  In the event the
     Corporation shall at any time on or after February 1,
     1993 declare or pay any dividend on the Common Stock
     payable in shares of Common Stock, or effect a
     subdivision or combination or consolidation of the
     outstanding shares of Common Stock (by reclassification
     or otherwise than by payment of a dividend in shares of
     common stock) into a greater or lesser number of shares
     of Common Stock, then in each such case the amount to
     which holders of shares of Series A Preferred Stock
     were entitled immediately prior to such event under the
     preceding sentence shall be adjusted by multiplying
     such amount by a fraction, the numerator of which is
     the number of shares of Common Stock outstanding
     immediately after such event and the denominator of
     which is the number of shares of Common Stock that were
     outstanding immediately prior to such event.

               (b)  The Corporation shall pay any dividend
     or distribution declared on the Series A Preferred
     Stock as provided in Clause 6.82 (a) of these Articles
     of Incorporation at least one business day before it
     pays the dividend or distribution simultaneously
     declared on the Common Stock.

               (c)  If the Board of Directors fixes a record
     date for the determination of holders of shares of
     Common Stock entitled to receive payment of a dividend
     or distribution declared thereon, it shall
     simultaneously fix such dated as the record date for
     the determination of holders of shares of Series A
     Preferred Stock entitled to receive payment of any
     related dividend or distribution declared thereon.

          Clause 6.73.   Voting Rights. The holders of
     shares of the Series A Preferred Stock shall not have
     any voting rights except as set forth in this Clause
     6.72 and Clause 6.710 of these Articles of
     Incorporation, or as required by law.  If the
     Corporation fails to perform its obligations under
     Section 4.3.2 of the Stock Purchase Agreement, dated as
     of February 1, 1993, between Forum Holdings, L.P.
     ("Holdings") and the Corporation on or before the
     Put/Call Closing Dated (as such term is defined
     therein), then from and after the calendar day
     immediately following the Put/Call Closing Date, the
     holders of shares of Series A Preferred Stock shall
     have the following voting rights:

               (a)  Subject to the provision for adjustment
     hereinafter set forth, each share of Series A Preferred
     Stock shall entitled the holder thereof to 100 votes on
     all matters submitted to a vote of the shareholders of
     the Corporation.  In the event the Corporation shall at
     any time on or after February 1, 1993 declare or pay
     any dividend on the Common Stock payable in shares of
     Common Stock, or effect a subdivision or combination or
     consolidation of the outstanding shares of Common Stock
     (by reclassification or otherwise than by payment of a
     dividend in shares of Common Stock) into a greater or
     lesser number of shares of Common Stock, then in each
     such case the number of votes per share to which
     holders of shares of Series A Preferred Stock were
     entitled immediately prior to such event shall be
     adjusted by multiplying such number by a fraction, the
     numerator of which is the number of shares of Common
     Stock outstanding
                                  3                                         30
immediately after such event and the
     denominator of which is the number of shares of Common
     Stock that were outstanding immediately prior to such
     event.

               (b)  Except as otherwise provided herein or
     by law, the holders of shares of Series A Preferred
     Stock and the holders of shares of Common Stock shall
     vote together as one class on all matters submitted to
     a vote of shareholders of the Corporation.

               (c)  Except as set forth in Clause 6.810 of
     these Articles of Incorporation, or as required by law,
     holders of Series A Preferred Stock shall have no
     special voting rights and their consent shall not be
     required (except to the extent they are entitled to
     vote with holders of Common Stock as set forth herein)
     for taking any corporation action.

          Clause 6.74.   Certain Restrictions.    Whenever
     dividends or distributions payable on the Series A
     Preferred Stock as provided in Clause 6.82 of these
     Articles of Incorporation are in arrears, thereafter
     and until all accrued and unpaid dividends and
     distributions on shares of Series A Preferred Stock
     outstanding shall have been paid in full, the
     Corporation shall not:

               (a)  declare or pay dividends, or make any
     other distributions, on any shares of stock ranking
     junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series A Preferred
     Stock;

               (b)  declare or pay dividends, or make any
     other distributions, on any shares of stock ranking on
     a parity (either as to dividends or upon liquidation,
     dissolution or winding up) with the Series A Preferred
     Stock, except dividends paid ratably on the Series A
     Preferred Stock and all such parity stock on which
     dividends are payable or in arrears in proportion to
     the total amounts to which the holders of all such
     shares are then entitled;

               (c)  redeem or purchase or otherwise acquire
     for consideration shares of any stock ranking junior
     (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series A Preferred
     Stock, provided that the Corporation may at any time
     redeem, purchase or otherwise acquire shares of any
     such junior stock in exchange for shares of any stock
     of the Corporation ranking junior (either as to
     dividends or upon dissolution, liquidation or winding
     up) to the Series A Preferred Stock; or

               (d)  redeem or purchase or otherwise acquire
     for consideration any shares of Series A Preferred
     Stock, or any shares of stock ranking on a parity with
     the Series A Preferred Stock, except in accordance with
     a purchase offer made in writing or by publication (as
     determined by the Board of Directors) to all holders of
     such shares upon such terms as the Board of Directors,
     after consideration of the respective annual dividend
     rates and other relative rights and preferences of the
     respective series and classes, shall determine in good
     faith will result in fair and equitable treatment among
     the respective series or classes.

     The Corporation shall not permit any subsidiary of the
     Corporation to purchase or otherwise acquire for
     consideration any shares of stock of the Corporation
     unless the Corporation could under this Clause 6.84
     purchase or otherwise acquire such shares at such time
     and in such a manner.

          Clause 6.75.   No Redemption. Except as provided
     in Clause 6.78 of these Articles of Incorporation, the
     shares of Series A Preferred Stock shall not be
     redeemable.

                                  4                                         31
Clause 6.76.   Reacquired Shares.  Any shares of
     Series A Preferred Stock purchased or otherwise
     acquired by the Corporation in any manner whatsoever
     shall be retired and canceled promptly after the
     acquisition thereof.  All such shares shall upon their
     cancellation become authorized but unissued shares of
     Preferred Stock and may be reissued as part of a new
     series of Preferred Stock to be created by resolution
     or resolutions of the Board of Directors, subject to
     the conditions and restrictions on issuance set forth
     herein.

          Clause 6.77.   Liquidation, Dissolution or Winding
     Up.  Upon any voluntary or involuntary liquidation,
     dissolution or winding up of the Corporation, no
     distribution or payment shall be made (a) to the
     holders of Common Stock or any other shares of stock
     ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series A
     Preferred Stock unless, prior thereto, the holders of
     shares of Series A Preferred Stock shall have received
     an aggregate amount per share equal to $200 per share,
     plus an amount equal to the sum of (i) all accrued and
     unpaid dividends and distributions thereon to the date
     of such payment (the "Liquidation Payment Date") and
     (ii) such additional amounts, if any, as may be
     required to result in a hypothetical annualized
     internal rate of return of 27.5% on the sum of $200
     during the period from and including February 1, 1993
     to but excluding the Liquidation Payment Date, or (b)
     to the holders of stock ranking on a parity (either as
     to dividends or upon liquidation, dissolution or
     winding up) with the Series A Preferred Stock, except
     distributions made ratably on the Series A Preferred
     Stock and all other such parity stock in proportion to
     the total amounts to which the holders of all such
     shares are entitled upon such liquidation, dissolution
     or winding up.

          Clause 6.78.   Consolidation, Merger, Etc.   Prior
     to consummating any business combination transaction,
     including without limitation a consolidation or merger
     or the sale of all or substantially all of the
     Corporation's assets or those of its subsidiaries, the
     Corporation will redeem all shares of Series A
     Preferred Stock at a price per share equal to $200 per
     share, plus an amount equal to the sum of (i) all
     accrued and unpaid dividends and distributions thereon
     to the date of such redemption (the "Redemption Date")
     and (ii) such additional amounts, if any, as may be
     required to result in a hypothetical annualized
     internal rate of return of 27.5% on the sum of $200
     from the period from and including February 1, 1993 to
     but excluding the Redemption Date.

          Clause 6.79.   Rank.     The Series A Preferred
     Stock shall rank prior to the Common Stock, both as to
     payment of dividends and as to distributions or
     payments upon voluntary or involuntary liquidation,
     dissolution or winding up of the Corporation.

          Clause 6.710.  Amendment.     These Articles of
     Incorporation shall not be amended in any manner which
     would materially alter or change the powers,
     preferences or special rights of the Series A Preferred
     Stock so as to affect them adversely without the
     affirmative vote of the holders of at least a majority
     of the outstanding shares of Series A Preferred Stock,
     voting separately as a class.

     Section 6.8.   Series B Preferred Stock.     The terms of
Series B Preferred Stock are as follows:

          Clause 6.81.   Designation and Amount.  The shares
     of such series shall be designated as the "Series B
     Preferred Stock" and the number of shares constituting
     such series shall be 50,000.

          Clause 6.82.   Dividends and Distributions.  (a)
     Simultaneously with the declaration of any dividend or
     distribution on the Common Stock, other than a dividend
     payable in shares of Common Stock or a subdivision of
     the outstanding shares of
                                  5                                         32
Common Stock (by
     reclassification or otherwise), the Board of Directors
     shall declare a dividend or distribution on the Series
     B Preferred Stock in an amount per share (rounded to
     the nearest cent), subject to the provision for
     adjustment hereinafter set forth, equal to 100 times
     the aggregate per share amount of cash dividends, and
     100 times the aggregate per share amount (payable in
     kind of all non-cash dividends or other distributions,
     declared on the Common Stock.  In the event the
     Corporation shall at any time on or after February 1,
     1993 declare or pay any dividend on the Common Stock
     payable in shares of Common Stock, or effect a
     subdivision or combination or consolidation of the
     outstanding shares of Common Stock (by reclassification
     or otherwise than by payment of a dividend in shares of
     common Stock) into a greater or lesser number of shares
     of Common Stock, then in each such case the amount to
     which holders of shares of Series B Preferred Stock
     were entitled immediately prior to such event under the
     preceding sentence shall be adjusted by multiplying
     such amount by a fraction, the numerator of which is
     the number of shares of Common Stock outstanding
     immediately after such event and the denominator of
     which is the number of shares of Common Stock that were
     outstanding immediately prior to such event.

               (b)  The Corporation shall pay any dividend
     or distribution declared on the Series B Preferred
     Stock as provided in Clause 6.92(a) of these Articles
     of Incorporation at least one business day before it
     pays the dividend or distribution simultaneously
     declared on the Common Stock.

               (c)  If the Board of Directors fixes a record
     date for the determination of holders of shares of
     Common Stock entitled to receive payment of a dividend
     or distribution declared thereon, it shall
     simultaneously fix such date as the record date for the
     determination of holders of shares of Series B
     Preferred Stock entitled to receive payment of any
     related dividend or distribution declared thereon.

          Clause 6.82.   Voting Rights. The holders of
     shares of the Series B Preferred Stock shall have the
     following voting rights:

               (a)  Each share of Series B Preferred Stock
     shall entitle the holder thereof to one vote on all
     matters submitted to a vote of the shareholders of the
     Corporation.

               (b)  Except as otherwise provided herein or
     by law, the holders of shares of Series B Preferred
     Stock and the holders of shares of Common Stock shall
     vote together as one class on all matters submitted to
     a vote of shareholders of the Corporation.

               (c)  Except as set forth in Clauses 6.98 and
     6.910 of these Articles of Incorporation, or as
     required by law, holders of Series B Preferred Stock
     shall have no special voting rights and their consent
     shall not be required (except to the extent they are
     entitled to vote with holders of Common Stock as set
     forth herein) for taking any corporate action.

          Clause 6.84.   Certain Restrictions.    Whenever
     dividends or distributions payable on the Series B
     Preferred Stock as provided in Clause 6.92 of these
     Articles of Incorporation are in arrears, thereafter
     and until all accrued and unpaid dividends and
     distributions on shares of Series B Preferred Stock
     outstanding shall have been paid in full, the
     Corporation shall not:

               (a)  declare or pay dividends, or make any
     other distributions, on any shares of stock ranking
     junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series B Preferred
     Stock;
                                  6                                         33
(b)  declare or pay dividends, or make any
     other distributions, on any shares of stock ranking on
     a parity (either as to dividends or upon liquidation,
     dissolution or winding up) with the Series B Preferred
     Stock, except dividends paid ratably on the Series B
     Preferred Stock and all such parity stock on which
     dividends are payable or in arrears in proportion to
     the total amounts to which the holders of all such
     shares are then entitled;

               (c)  redeem or purchase or otherwise acquire
     for consideration shares of any stock ranking junior
     (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series B Preferred
     Stock, provided that the Corporation may at any time
     redeem, purchase or otherwise acquire shares of any
     such junior stock in exchange for shares of any stock
     of the Corporation ranking junior (either as to
     dividends or upon dissolution, liquidation or winding
     up) to the Series B Preferred Stock; or

               (d)  redeem or purchase or otherwise acquire
     for consideration any shares of Series B Preferred
     Stock, or any shares of stock ranking on a parity with
     the Series B Preferred Stock, except in accordance with
     a purchase offer made in writing or by publication (as
     determined by the Board of directors) to all holders of
     such shares upon such terms as the Board of Directors,
     after consideration of the respective annual dividend
     rates and other relative rights and preferences of the
     respective series and classes, shall determine in good
     faith will result in fair and equitable treatment among
     the respective series or classes.

     The Corporation shall not permit any subsidiary of the
     Corporation to purchase or otherwise acquire for
     consideration any shares of stock of the Corporation
     unless the Corporation could under this Clause 6.84
     purchase or otherwise acquire such shares at such time
     and in such a manner.

          Clause 6.85.   No Redemption. Except as provided
     in Clause 6.88 of these Articles of Incorporation, the
     shares of Series B Preferred Stock shall not be
     redeemable.

          Clause 6.86.   Reacquired Shares.  Any shares of
     Series B Preferred Stock purchased or otherwise
     acquired by the Corporation in any manner whatsoever
     shall be retired and canceled promptly after the
     acquisition thereof.  All such shares shall upon their
     cancellation become authorized but unissued shares of
     Preferred Stock and may be reissued as part of a new
     series of Preferred Stock to be created by resolution
     or resolutions of the Board of Directors, subject to
     the conditions and restrictions on issuance set forth
     herein.

          Clause 6.87.   Liquidation, Dissolution or Winding
     Up.  Upon any voluntary or involuntary liquidation,
     dissolution or winding up of the Corporation, no
     distribution or payment shall be made (a) to the
     holders of Common Stock or any other shares of stock
     ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series B
     Preferred Stock unless, prior thereto, the holders of
     shares of Series B Preferred Stock shall have received
     an aggregate amount per share equal to $200 per share,
     plus an amount equal to the sum of (i) all accrued and
     unpaid dividends and distributions thereon to the date
     of such payment (the "Liquidation Payment Date") and
     (ii) such additional amounts, if any, as may be
     required to result in a hypothetical annualized
     internal rate of return of 27.5% on the sum of $200
     during the period from and including February 1, 1993
     to but excluding the Liquidation Payment Date, or (b)
     to the holders of stock ranking on a parity (either as
     to dividends or upon liquidation, dissolution or
     winding up) with the Series B Preferred Stock, except
     distributions made ratably on the Series B Preferred
     Stock and all other such parity stock in proportion to
     the total amounts to which the holders of all such
     shares are entitled upon such liquidation, dissolution
     or winding up.

                                  7                                         34
Clause 6.88.   Consolidation, Merger, Etc.   Prior
     to consummating any business combination transaction,
     including without limitation a consolidation or merger
     or the sale of all or substantially all of the
     corporation's assets or those of its subsidiaries, the
     Corporation shall redeem all shares of Series B
     Preferred Stock at a price per share equal to $200 per
     share, plus an amount equal to the sum of (i) all
     accrued and unpaid dividends and distributions thereon
     to the date of such redemption (the "Redemption Date")
     and (ii) such additional amounts, if any, as may be
     required to result in a hypothetical annualized
     internal rate of return of 27.5% on the sum of $200
     from the period from and including February 1, 1993 to
     but excluding the Redemption Date; provided, however,
     that the holders of shares of Series B Preferred Stock
     shall have the election in connection with any such
     business combination transaction, exercisable by the
     affirmative vote of the holders of at least two-thirds
     of the outstanding shares of Series B Preferred Stock,
     voting separately as a class, to render the foregoing
     provisions of this Clause 6.88 inapplicable to such
     business combination transaction.

          Clause 6.89.   Rank.     The Series B Preferred
     Stock shall rank prior to the Common Stock, both as to
     payment of dividends and as to distributions or
     payments upon voluntary or involuntary liquidation,
     dissolution or winding up of the Corporation.

          Clause 6.810.  Amendment.     These Articles of
     Incorporation shall not be amended in any manner which
     would materially alter or change the powers,
     preferences or special rights of the Series B Preferred
     Stock so as to affect them adversely without the
     affirmative vote of the holders of at least a majority
     of the outstanding shares of Series B Preferred Stock,
     voting separately as a class.

                            ARTICLE 7
           VOTING RIGHTS OF SHARES OF THE CORPORATION
           ------------------------------------------

     Section 7.1.   Preferred Stock.  The holders of shares of
Preferred Stock have the right, voting separately by class or by
series, to cast one vote for each duly authorized, issued and
outstanding share of Preferred Stock held by them upon each
question or matter in respect of which, under the Law, such
holders are entitled to vote by class or by series.  The holders
also have the right, voting in common with the holders of shares
of Common Stock and not separately by class or by series, to cast
one vote for each duly authorized, issued and outstanding share
of Preferred Stock held by them upon each question or matter
submitted generally to the holders of shares of the Corporation
in respect of which, under the Law, voting by class or by series
is not required.

     Section 7.2.   Common Stock.  The holders of shares of
Common Stock have the right, voting separately by class, to cast
one vote for each duly authorized, issued and outstanding share
of Common Stock held by them upon each question or matter in
respect of which, under the Law, such holders are entitled to
vote by class.  Such holders also have the right, voting in
common with the holders of shares of Preferred Stock and not
separately by class, to cast one vote for each duly authorized,
issued and outstanding share of Common Stock held by them upon
each question or matter submitted generally to the holders of
shares of the Corporation in respect of which, under the Law,
voting by class or by series is not required.

                            ARTICLE 8
                            DIRECTORS
                            ---------

     Section 8.1.   Number.  The number of Directors of the
Corporation shall be as specified from time to time by the Code
of By-Laws of the Corporation, but shall not be less than three
(3).  If and whenever the Code of By-Laws of the Corporation does
not contain a provision specifying the number of Directors, the
number shall be nine (9).  The terms of the Directors deemed
elected as of the effective date of the Corporation's Third
Amended and Restated Joint Plan of Reorganization, dated as of
January 17, 1992, as modified (the "Effective Date"), as well as
the terms of any Directors filling
                                  8                                         35
vacancies in the Board of
Directors existing as of the Effective Date, shall expire at the
1994 annual meeting of Shareholders.  The terms of any other
Directors shall expire at the next annual meeting of Shareholders
following their election.  Directors need not be Shareholders of
the Corporation.

     Section 8.2.   Vacancies.  Subject to the rights of the
holders of any series of Preferred Stock then outstanding, newly
created Directorships resulting from any increase in the
authorized number of Directors or any vacancies in the Board of
Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be
filled by a majority vote of the Directors then in office, and,
except as otherwise provided in Section 8.1 of these Articles of
Incorporation, Directors so chosen shall hold office for a term
expiring at the next annual meeting of Shareholders.

     Section 8.3.   Removal.  Subject to the rights of the
holders of any series of Preferred Stock then outstanding, any
Director, or the entire Board of Directors, may be removed from
office at any time (1) with or without cause,  by the affirmative
vote of the holders of at least a majority of the voting power of
all of the shares of the Corporation entitled to vote generally
in the election of Directors, voting together as a single class,
or (2) only with cause, by the affirmative vote of at least a
majority of the other Directors; provided, however, that, through
March 31, 1995, removal of a Director elected for an initial term
of office longer than one (1) year shall require the affirmative
vote of the holders of at least 75% of the voting power of all of
the shares of the Corporation entitled to vote generally in the
election of Directors, voting together as a single class.

     Section 8.4.   Amendment, Repeal.  Notwithstanding anything
contained in these Articles of Incorporation or the Code of By-
Laws of the Corporation to the contrary (and notwithstanding the
fact that a lesser percentage may be specified by law, in these
Articles of Incorporation or in the Code of By-Laws of the
Corporation), the affirmative vote of the holders of (1) through
March 31, 1995, at least 75%, and (2) thereafter, at least a
majority, of the voting power of all of the shares of the
Corporation entitled to vote generally in the election of
Directors, voting together as a single class, shall be required
to alter, amend or repeal this Article 8.

                            ARTICLE 9
        GENERAL PROVISIONS FOR REGULATION OF THE BUSINESS
          AND CONDUCT OF THE AFFAIRS OF THE CORPORATION
        -------------------------------------------------

     Section 9.1.   Indemnification and Related Matters.  Each
person who is or was or had agreed to become a Director or
officer of the Corporation, and each such person who is or was
serving or who had agreed to serve at the request of the Board or
an officer of the Corporation as an employee or agent of the
Corporation or as a Director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
entity, whether for profit or not for profit (including the
heirs, executors, administrators or estate of such person), will
be indemnified by the Corporation to the full extent permitted by
the Law or any other applicable law as currently or hereafter in
effect and will be entitled to advancement of expenses in
connection therewith.  The right of indemnification and of
advancement of expenses provided in this Section 9.1 (1) will not
be exclusive of any other rights to which any person seeking
indemnification or advancement of expenses may otherwise be
entitled, including without limitation pursuant to any contract
approved by a majority of the entire Board of Directors (whether
or not the Directors approving such contract are or are to be
parties to such contract or similar contracts), and (2) will be
applicable to matters otherwise within its scope whether or not
such matters arose or arise before or after the adoption of this
Section 9.1.  Without limiting the generality or the effect of
the foregoing, the Corporation may adopt By-Laws, or enter into
one or more agreements with any person, which provide for
indemnification and/or advancement of expenses greater or
different than that provided in this Section 9.1 or the Law.
Notwithstanding anything to the contrary contained in this
Section 9.1, in the event that the Corporation enters into an
agreement with a person providing for indemnification and/or
advancement of expenses, in respect of the retention of counsel
or any other person or entity to represent, or assist in the
representation of, such person, the provisions of such agreement
will exclusively govern the Corporation's obligations in respect
of indemnification for or advancement of fees or disbursements of
counsel or any other person engaged in connection with the
matter.  Any amendment or repeal of, or adoption of any provision
inconsistent with, this Section 9.1 will
                                  9                                         36
not adversely affect any
right or protection existing hereunder, or arising out of facts
occurring, prior to such amendment, repeal or adoption and no
such amendment, repeal or adoption will affect the legality,
validity or enforceability of any contract entered into or right
granted prior to the effective date of such amendment, repeal or
adoption.

     Section 9.2.   Place of Shareholders' Meetings.  Meetings of
the holders of the issued and outstanding shares of Preferred
Stock and Common Stock may be held at such places, within or
without the State of Indiana, as the Board of Directors may, from
time to time, establish by appropriate provisions in the Code of
By-Laws of the Corporation or by resolution.

     Section 9.3.   Control Share Acquisitions.  Chapter 42 of
the Law shall not apply to control share acquisitions of shares
of the Corporation.

     Section 9.4.   Business Combinations.  The Corporation shall
not be governed by Chapter 43 of the Law.

                           ARTICLE 10
                         PROVISIONS FOR
                  CERTAIN BUSINESS COMBINATIONS
                  -----------------------------

     Section 10.1.  Vote Required.

          Clause 10.11.  Higher Vote for Certain Business
     Combinations.  In addition to any affirmative vote
     required by law or these Articles of Incorporation
     which cannot be waived, and except as otherwise
     expressly provided in Section 10.2 of this Article 10:

               (a)  Any merger or consolidation of the
     Corporation or any Subsidiary (as hereinafter defined)
     with (1) any Interested Shareholder (as hereinafter
     defined), or (2) any other corporation (whether or not
     itself an Interested Shareholder) which is, or after
     such merger or consolidation would be, an Affiliate (as
     hereinafter defined) of an Interested Shareholder; or

               (b)  Any sale, lease, exchange, mortgage,
     pledge, transfer or other disposition (in one
     transaction or a series of transactions) to or with any
     Interested Shareholder or any Affiliate of any
     Interested Shareholder of any assets of the Corporation
     or any Subsidiary having an aggregate Fair Market Value
     (as hereinafter defined) of $1,000,000 or more; or

               (c)  The issuance or transfer by the
     Corporation or any Subsidiary (in one transaction or a
     series of transactions) of any securities of the
     Corporation or any Subsidiary to any Interested
     Shareholder or any Affiliate of any Interested
     Shareholder in exchange for cash, securities or other
     property (or a combination thereof) having an aggregate
     Fair Market Value of $1,000,000 or more; or

               (d)  The adoption of any plan or proposal for
     the liquidation, dissolution or winding up of the
     Corporation or any Subsidiary proposed by or on behalf
     of any Interested Shareholder or any Affiliate of any
     Interested Shareholder; or

               (e)  Any reclassification of securities
     (including any reverse stock split) or recapitalization
     of the Corporation, or any merger or consolidation of
     the Corporation with any Subsidiary, or any other
     transaction (whether or not with or into or otherwise
     involving an Interested Shareholder) which has the
     effect, directly or indirectly, of increasing the
     proportion of the outstanding shares of any class of
     equity or convertible securities of the Corporation or
     any Subsidiary which is directly or indirectly owned by
     any Interested Shareholder or any Affiliate of any
     Interested Shareholder; shall require affirmative vote
     of the holders of at least 66-2/3% of the voting power
     of all of
                                  10                                        37
the shares of the Corporation entitled to
     vote generally in the election of Directors (the
     "Voting Stock"), voting together as a single class (it
     being understood that, for purposes of this Article 10,
     each share of the Voting Stock shall have the number of
     votes granted to it pursuant to Article 7 of these
     Articles of Incorporation), that have voted, but in any
     event not less than the affirmative vote of the holders
     of at least a majority of the voting power of all of
     the shares of the Corporation entitled to vote
     generally in the election of Directors, voting together
     as a single class.  Such affirmative vote shall be
     required notwithstanding the fact that no vote may be
     required, or that a greater or lesser percentage may be
     specified, by law or in any agreement with any national
     securities exchange or otherwise.

          Clause 10.12.  Definition of "Business
     Combination."  The term "Business Combination," as used
     in this Article 10, shall mean any transaction which is
     referred to in any one or more of paragraphs (a)
     through (e) of Clause 10.11 of this Section 10.1, and
     which is contractually agreed to or consummated not
     later than March 31, 1994.

     Section 10.2.  When Higher Vote is Not Required.  The
provisions of Section 10.1 of this Article 10 shall not be
applicable to any particular Business Combination, and such
Business Combination shall require only such affirmative vote as
is required by law and any other provision of these Articles of
Incorporation, if all of the conditions specified in either of
the following Clauses 10.21 and 10.22 are met:

          Clause 10.21.  Approval by Continuing Directors.
     The Business Combination shall have been approved by a
     majority of the Continuing Directors (as hereinafter
     defined).

          Clause 10.22.  Price and Procedure Requirements.
     All of the following conditions shall have been met:

               (a)  The aggregate amount of the cash and the
     Fair Market Value as of the date of the consummation of
     the Business Combination of consideration other than
     cash to be received per share by holders of shares of
     Common Stock in such Business Combination shall be at
     least equal to the highest of the following:

                    (1)  The highest per share price
          (including any brokerage commissions,
          transfer taxes and soliciting dealers' fees)
          paid by the Interested Shareholder for any
          shares of Common Stock acquired by it (A)
          within the two-year period immediately prior
          to the first public announcement of the
          proposal of the Business Combination (the
          "Announcement Date"), or (B) in the
          transaction in which it became an Interested
          Shareholder, whichever is higher;

                    (2)  The Fair Market Value per
          share of Common Stock on the Announcement
          Date or on the date on which the Interested
          Shareholder became an Interested Shareholder
          (such latter date being referred to in this
          Article 10 as the "Determination Date"),
          whichever is higher; and

                    (3)  The price per share equal to
          the Fair Market Value per share of Common
          Stock determined pursuant to subparagraph
          (a)(2) above, multiplied by the ratio of (A)
          the highest per share price (including
          brokerage commissions, transfer taxes and
          soliciting dealers' fees) paid by the
          Interested Shareholder for any shares of
          Common Stock acquired by it within the two-
          year period immediately prior to the
          Announcement Date, to (B) the Fair Market
          Value per share of Common Stock on the first
          day in such two-year
                                  11                                        38
period upon which the
          Interested Shareholder acquired any shares of
          Common Stock.

               (b)  The aggregate amount of the cash and the
     Fair Market Value as of the date of the consummation of
     the Business Combination of consideration other than
     cash to be received per share by holders of shares of
     any other class of outstanding Voting Stock shall be at
     least equal to the highest of the following [it being
     intended that the requirements of this paragraph (b)
     shall be required to be met with respect to every class
     of outstanding Voting Stock whether or not the
     Interested Shareholder has previously acquired any
     share of a particular class of Voting Stock]:

                    (1)  The highest per share price
          (including any brokerage commissions,
          transfer taxes and soliciting dealers' fees)
          paid by the Interested Shareholder for any
          shares of such class of Voting Stock acquired
          by it (A) within the two-year period
          immediately prior to the Announcement Date,
          or (B) in the transaction in which it became
          an Interested Shareholder, whichever is
          higher;

                    (2)  The highest preferential
          amount per share to which the holders of
          shares of such class of Voting Stock are
          entitled in the event of any voluntary or
          involuntary liquidation, dissolution or
          winding up of the Corporation;

                    (3)  The Fair Market Value per
          share of such class of Voting Stock on the
          Announcement Date or on the Determination
          Date, whichever is higher; and

                    (4)  The price per share equal to
          the Fair Market Value per share of such class
          of Voting Stock determined pursuant to
          subparagraph (b)(3) above, multiplied by the
          ratio of (A) the highest per share price
          (including any brokerage commissions,
          transfer taxes and soliciting dealers' fees)
          paid by the Interested Shareholder for any
          shares of such class of Voting Stock acquired
          by it within the two-year period immediately
          prior to the Announcement Date, to (B) the
          Fair Market Value per share of such class of
          Voting Stock on the first day in such two-
          year period upon which the Interested
          Shareholder acquired any shares of such class
          of Voting Stock.

               (c)  The consideration to be received by
     holders of a particular class of outstanding Voting
     Stock (including Common Stock) shall be in cash or in
     the same form as the Interested Shareholder has
     previously paid for shares of such class of Voting
     Stock.  If the Interested Shareholder has paid for
     shares of any class of Voting Stock with a varying form
     of consideration, the form of consideration for such
     class of Voting Stock shall be either cash or the form
     used to acquire the largest number of shares of such
     class of Voting Stock previously acquired by the
     Interested Shareholder.

               (d)  A proxy or information statement
     describing the proposed Business Combination and
     complying with the requirements of the Securities
     Exchange Act of 1934, as amended, and the rules and
     regulations thereunder (or any subsequent provisions
     replacing such Act, rules or regulations) shall be
     mailed to shareholders of the Corporation at least
     thirty (30) days prior to the consummation of the
     Business Combination (whether or not such proxy or
     information statement is required to be mailed pursuant
     to such Act or subsequent provisions).

     Section 10.3.  Certain Definitions.  For the purposes of
this Article 10:
                                  12                                        39
Clause 10.31.  A "person" shall include any
     individual, firm, corporation or other entity.  When
     two or more persons act as a partnership, limited
     partnership, syndicate or other group for the purpose
     of acquiring Voting Stock, such partnership, syndicate
     or group shall be deemed a "person."

          Clause 10.32.  "Interested Shareholder" shall mean
     any person (other than the Corporation or any
     Subsidiary) which:

               (a)  Is the beneficial owner, directly or
     indirectly, of more than 10% of the voting power of the
     outstanding Voting Stock; or

               (b)  Is an Affiliate of the Corporation and
     at any time within the two-year period immediately
     prior to the date in question was the beneficial owner,
     directly or indirectly, of 10% or more of the voting
     power of the then outstanding Voting Stock; or

               (c)  Is an assignee of or has otherwise
     succeeded to any share of Voting Stock which was at any
     time within the two-year period immediately prior to
     the date in question beneficially owned, directly or
     indirectly, by any Interested Shareholder, if such
     assignment or succession shall have occurred in the
     course of a transaction or series of transactions not
     involving a public offering within the meaning of the
     Securities Act of 1933, as amended.

          Clause 10.33.  A person shall be a "beneficial
     owner" of any Voting Stock:

               (a)  Which such person or any of its
     Affiliates or Associates (as hereinafter defined)
     beneficially owns, directly or indirectly; or

               (b)  Which such person or any of its
     Affiliates or Associates has (1) the right to acquire
     (whether such right is exercisable immediately or only
     after the passage of time) pursuant to any agreement,
     arrangement or understanding, or upon the exercise of
     conversion rights, exchange rights, warrants or
     options, or otherwise, or (2) the right to vote
     pursuant to any agreement, arrangement or
     understanding; or

               (c)  Which is beneficially owned, directly or
     indirectly, by any other person with which such person
     or any of its Affiliates or Associates has any
     agreement, arrangement or understanding for the purpose
     of acquiring, holding, voting or disposing of any
     shares of Voting Stock.

          Clause 10.34.  For the purpose of determining
     whether a person is an Interested Shareholder pursuant
     to Clause 10.32 of this Section 10.3, the number of
     shares of Voting Stock deemed to be outstanding shall
     include shares deemed owned through application of
     Clause 10.33 of this Section 10.3 but shall not include
     any other shares of Voting Stock which may be issuable
     pursuant to any agreement, arrangement or
     understanding, or upon the exercise of conversion
     rights, exchange rights, warrants or options, or
     otherwise.

          Clause 10.35.  "Affiliate" and "Associate" shall
     have the respective meanings ascribed to such terms in
     Rule 12b-2 of the General Rules and Regulations under
     the Securities Exchange Act of 1934, as amended, as in
     effect on March 31, 1992.

          Clause 10.36.  "Subsidiary" means any corporation
     of which a majority of any class of equity security is
     owned, directly or indirectly, by the Corporation;
     provided, however, that for the purposes of the
     definition of an Interested Shareholder set forth in
     Clause 10.32 of Section 10.3, the term "Subsidiary"
     shall mean only a corporation of which a majority of
     each class of equity security is owned, directly or
     indirectly, by the Corporation.

                                  13                                        40
Clause 10.37.  "Continuing Director" means, with
     respect to any Interested Shareholder, a member of the
     Board of Directors of the Corporation (the "Board") who
     is not, and within the past 12 months has not been,
     individually or as a member or employee of a firm or
     other entity, employed, retained or engaged by, an
     officer or director of, or an owner of more than 10% of
     the capital stock of, such Interested Shareholder or
     any Affiliate of such Interested Shareholder.

          Clause 10.38.  "Fair Market Value" means:

               (a)  In the case of stock, the highest
     closing sale price during the thirty (30) day period
     immediately preceding the date in question of a share
     of such stock on the Composite Tape for New York Stock
     Exchange-Listed Stock, or if such stock is not quoted
     on the Composite Tape, on the New York Stock Exchange,
     or if such stock is not listed on such Exchange, on the
     principal United Sates securities exchange registered
     under the Securities Exchange Act of 1934, as amended,
     on which such stock is listed, or if such stock is not
     listed on any such exchange, the highest closing bid
     quotation with respect to a share of such stock during
     the thirty (30) day period preceding the date in
     question on the National Association of Securities
     Dealers, Inc., Automated Quotations System or any
     system then in use, or if such stock is not quoted on
     any such system, the fair market value of such stock on
     the date in question as determined by a majority of
     Continuing Directors then on the Board in good faith;
     and

               (b)  In the case of property other than cash
     or stock, the fair market value of such property on the
     date in question as determined by a majority of
     Continuing Directors then on the Board in good faith.

          Clause 10.39.  In the event of any Business
     Combination in which the Corporation survives, the
     phrase "consideration other than cash to be received,"
     as used in paragraphs (a) and (b) of Clause 10.22 of
     Section 10.2 of this Article 10, shall include the
     shares of Common Stock and/or the shares of any other
     class of outstanding Voting Stock held by the holders
     of such shares.

     Section 10.4.  Powers of the Board of Directors.   A
majority of the Continuing Directors then on the Board shall have
the power and duty to determine for the purposes of this Article
10, on the basis of information known to them after reasonable
inquiry, (1) whether a person is an Interested Shareholder, (2)
the number of shares of Voting Stock beneficially owned by a
person, (3) whether a person is an Affiliate or Associate of
another, and (4) whether the assets which are the subject of any
Business Combination have, or the consideration to be received
for the issuance or transfer of securities by the Corporation or
any Subsidiary in any Business Combination has, an aggregate Fair
Market Value of $1,000,000 or more.

     Section 10.5.  No Effect on Fiduciary Obligations of
Interested Shareholders.  Nothing contained in this Article 10
shall be construed to relieve any Interested Shareholder from any
fiduciary obligation imposed by law.

     Section 10.6.  Amendment, Repeal, etc.  Notwithstanding
anything contained in these Articles of Incorporation or the Code
of By-Laws of the Corporation (and notwithstanding the fact that
a greater or lesser percentage may be specified by law, in these
Articles of Incorporation or in the Code of By-Laws of the
Corporation), the affirmative vote of at least 66-2/3% of the
voting power of all of the shares of the Corporation entitled to
vote generally in the election of Directors, voting together as a
single class, that have voted, but in any event not less than the
affirmative vote of at least a majority of the voting power of
all of the shares of the Corporation entitled to vote generally
in the election of Directors, voting together as a single class,
shall be required to alter, amend or repeal this Article 10.

                                  14                                        41
EXHIBIT 5

                Opinion of John H. Sharpe, Esq.

                                                                            42
FORUM GROUP, INC.
               8900 Keystone Crossing, Suite 200
               Indianapolis, Indiana  46240-0498

                        November 7, 1994

Forum Group, Inc.
8900 Keystone Crossing, Suite 200
Indianapolis, Indiana  46240-0498

          Re:  Forum Group, Inc. Equity Incentive Plan

Dear Ladies and Gentlemen:

     I have acted as counsel for Forum Group, Inc., an Indiana
corporation (the "Company"), in connection with the proposed
issuance and sale of up to 2,250,000 shares of Common Stock,
without par value, of the Company (the "Shares") pursuant to the
Forum Group, Inc. Equity Incentive Plan (the "Plan") to be
registered under the Securities Act of 1933, as amended, pursuant
to a Registration Statement on Form S-8 to be filed by the
Company with the Securities and Exchange Commission (the
"Registration Statement").

     I have examined the Plan and such other documents, records,
and matters of law, and made or performed such additional
inquiries, investigations, and examinations, as I have deemed
necessary for purposes of this opinion.  Based upon the
foregoing, I am of the opinion that the Shares that may be issued
and sold pursuant to the Plan and authorized forms of agreements
evidencing grants or awards of stock options, stock appreciation
rights, restricted or deferred stock, performance stock and
performance units will, when issued and sold in accordance with
the Plan and such forms of agreements, be duly authorized,
validly issued, fully paid, and nonassessable.

     I hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.

                                Very truly yours,

                                /s/ John H. Sharpe

                                John H. Sharpe, Esq.
                                                                            43
EXHIBIT 23.1

                Consent of KPMG Peat Marwick LLP

                                                                            44
The Board of Directors
Forum Group, Inc.:

We consent to incorporation by reference in the registration
statement on Form S-8 of Forum Group, Inc. of our report dated
May 13, 1994, with respect to the consolidated balance sheets of
Forum Group, Inc. and subsidiaries as of March 31, 1994, and
1993, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the years in the
three-year period ended March 31, 1994, and all related
schedules, which report appears in the March 31, 1994, annual
report on Form 10-K of Forum Group, Inc.

/s/KPMG Peat Marwick LLP

KPMG Peat Marwick LLP
Indianapolis, Indiana
November 7, 1994

                                                                            45
EXHIBIT 24

                       Powers of Attorney

                                                                            46
POWER OF ATTORNEY

         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.

                                   /s/ Mark L. Pacala
                                   -------------------
                                   Mark L. Pacala

Dated:  November 2, 1994
                                                                            47
POWER OF ATTORNEY

         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.

                                   /s/ Peter P. Copses
                                   -------------------
                                   Peter P. Copses

Dated:  October 18, 1994
                                                                            48
POWER OF ATTORNEY

         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.

                                   /s/ Daniel A. Decker
                                   --------------------
                                   Daniel A. Decker

Dated:  October 17, 1994
                                                                            49
POWER OF ATTORNEY

         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.

                                   /s/ James A. Eden
                                   -------------------
                                   James A. Eden

Dated:  October 18, 1994
                                                                            50
POWER OF ATTORNEY

         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.

                                   /s/ Asher O. Pacholder
                                   ----------------------
                                   Asher O. Pacholder

Dated:  October 18, 1994
                                                                            51
POWER OF ATTORNEY

         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.

                                   /s/ William G. Petty, Jr.
                                   -------------------------
                                   William G. Petty, Jr.

Dated:  October 18, 1994
                                                                            52
POWER OF ATTORNEY

         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.

                                   /s/ Antony P. Ressler
                                   ---------------------
                                   Antony P. Ressler

Dated:  October 18, 1994
                                                                            53
POWER OF ATTORNEY

         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.

                                   /s/ Paul A. Shively
                                   -------------------
                                   Paul A. Shively

Dated:  October 18, 1994
                                                                            54
POWER OF ATTORNEY

         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.

                                   /s/ D. Ellen Shuman
                                   -------------------
                                   D. Ellen Shuman

Dated:  October 18, 1994
                                                                            55
POWER OF ATTORNEY

         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.

                                   /s/ Eric P. Siegel
                                   -------------------
                                   Eric P. Siegel

Dated:  October 18, 1994
                                                                            56
POWER OF ATTORNEY

         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.

                                   /s/ Merlin C. Spencer
                                   ---------------------
                                   Merlin C. Spencer

Dated:  October 18, 1994
                                                                            57
POWER OF ATTORNEY

         I hereby constitute and appoint John H. Sharpe, Paul A.
Shively, Brian C. Swinton, Robert A. Profusek, Troy B. Lewis, and
each of them as my true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, to sign
for me, in my name in my capacity as a director and/or officer of
Forum Group, Inc. (the "Company"), one or more Registration
Statements on Form S-8 (or any other appropriate form) relating
to the registration under the Securities Act of 1933, as amended,
of shares of Common Stock of the Company issuable to participants
in the Forum Group, Inc. Equity Incentive Plan pursuant to the
terms thereof and to file the same, with all exhibits thereto,
and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and
confirming all that the said attorneys-in-fact and agents, or
their substitutes or resubstitutes, or any of them, shall do or
cause to be done by virtue hereof.

                                   /s/ Robert A. Whitman
                                   ---------------------
                                   Robert A. Whitman

Dated:  October 17, 1994
                                                                            58
POWER OF ATTORNEY

         I hereby constitute and appoint John H. Sharpe, Robert
A. Whitman, Paul A. Shively, Brian C. Swinton, Robert A.
Profusek, Troy B. Lewis, and each of them as my true and lawful
attorneys-in-fact and agents, each with full power of
substitution and resubstitution, to sign for me, in my name in my
capacity as a director and/or officer of Forum Group, Inc. (the
"Company"), one or more Registration Statements on Form S-8 (or
any other appropriate form) relating to the registration under
the Securities Act of 1933, as amended, of shares of Common Stock
of the Company issuable to participants in the Forum Group, Inc.
Equity Incentive Plan pursuant to the terms thereof and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said
attorneys-in-fact and agents, or their substitutes or
resubstitutes, or any of them, shall do or cause to be done by
virtue hereof.

                                   /s/ George D. Woodard
                                  ----------------------
                                  George D. Woodard

Dated:  October 18, 1994
                                                                            59