<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549

                                   FORM 10-Q

(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995,
      OR
[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________ 


COMMISSION FILE NO. 0-10235

                               GENTEX CORPORATION
             (Exact name of registrant as specified in its charter)

          MICHIGAN                                      38-2030505
    (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    incorporation or organization)

    600 N. CENTENNIAL, ZEELAND, MICHIGAN                  49464 
   (Address of principal executive offices)             (Zip Code)

                                 (616) 772-1800
              (Registrant's telephone number, including area code)


- --------------------------------------------------------------------------------
  (Former name, former address and former fiscal year, if changed since last
                                    report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

               Yes        x                       No
                      ---------                      ---------

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  

               Yes                                No
                      ---------                      ---------

APPLICABLE ONLY TO CORPORATE USERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                                                    Shares Outstanding
                Class                               at October 13, 1995
                -----                               -------------------
     Common Stock, $0.06 Par Value                      16,851,936



                       Exhibit Index located at page 12



                                      1

<PAGE>   2


PART I.      FINANCIAL INFORMATION


ITEM 1.      CONSOLIDATED FINANCIAL STATEMENTS

                      GENTEX CORPORATION AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                  At September 30, 1995 and December 31, 1994




<TABLE>
<CAPTION>
                                           ASSETS
                                                              September 30, 1995              December 31, 1994
                                                              ------------------              -----------------
<S>                                                            <C>                            <C>
CURRENT ASSETS
   Cash and cash equivalents                                        $12,456,645                     $11,183,991
   Short term investments                                            19,344,636                       8,146,964
   Accounts receivable, net                                          14,194,599                      11,086,980
   Inventories                                                        5,763,297                       5,303,552
   Prepaid expenses and other                                           865,995                         715,466
                                                                   ------------                     -----------

      Total current assets                                           52,625,172                      36,436,953

PLANT AND EQUIPMENT - NET                                            18,077,994                      17,172,523

OTHER ASSETS
   Long-term investments                                             28,362,496                      26,282,085
   Patents and other assets, net                                      2,106,842                         598,918
                                                                   ------------                     -----------

      Total other assets                                             30,469,338                      26,881,003
                                                                   ------------                     -----------

Total assets                                                       $101,172,504                     $80,490,479
                                                                   ============                     ===========

<CAPTION>
                                           LIABILITIES AND SHAREHOLDERS' INVESTMENT
<S>                                                            <C>                            <C>

CURRENT LIABILITIES
   Accounts payable                                                  $5,038,498                      $4,115,391
   Accrued liabilities                                                6,772,811                       4,621,936
                                                                   ------------                     -----------

      Total current liabilities                                      11,811,309                       8,737,327

DEFERRED INCOME TAXES                                                   997,923                         377,691

SHAREHOLDERS' INVESTMENT
   Common stock                                                       1,011,116                         990,569
   Additional paid-in capital                                        36,426,589                      31,875,455
   Other shareholders' equity                                        50,925,567                      38,509,437
                                                                   ------------                     -----------

      Total shareholders' investment                                 88,363,272                      71,375,461
                                                                   ------------                     -----------

Total liabilities and
   shareholders' investment                                        $101,172,504                     $80,490,479
                                                                   ============                     ===========
</TABLE>




     See accompanying notes to condensed consolidated financial statements.


                                      2

<PAGE>   3

                      GENTEX CORPORATION AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME



<TABLE>
<CAPTION>
                                                   Three Months Ended                    Nine Months Ended
                                                      September 30                          September 30
                                                  ---------------------               ----------------------
                                                  1995             1994               1995              1994
                                                  ----             ----               ----              ----
<S>                                             <C>          <C>                    <C>             <C>
NET SALES                                       $26,800,804   $23,092,959           $78,864,491     $64,960,431

COST OF GOODS SOLD                               16,381,157    13,652,274            47,754,591      37,229,039
                                                -----------   -----------           -----------     -----------

      Gross profit                               10,419,647     9,440,685            31,109,900      27,731,392


OPERATING EXPENSES:
   Research and development                       1,433,673     1,244,969             4,353,045       3,664,214
   Selling, general
      & administrative                            2,998,945     2,671,366             9,412,245       7,132,428
                                                -----------   -----------           -----------     -----------
      Total operating expenses                    4,432,618     3,916,335            13,765,290      10,796,642
                                                -----------   -----------           -----------     -----------
      Income from operations                      5,987,029     5,524,350            17,344,610      16,934,750


OTHER INCOME (EXPENSE)
   Interest, net                                    743,323       452,177             2,057,260       1,110,869
   Other                                              8,309         3,837                60,410          61,332
                                                -----------   -----------           -----------     -----------
      Total other income                            751,632       456,014             2,117,670       1,172,201
                                                -----------   -----------           -----------     -----------
      Income before provision
         for federal income taxes                 6,738,661     5,980,364            19,462,280      18,106,951

PROVISION FOR FEDERAL INCOME TAXES                2,161,000     2,003,000             6,301,000       6,038,000
                                                -----------   -----------           -----------     -----------

NET INCOME                                      $ 4,577,661   $ 3,977,364           $13,161,280     $12,068,951
                                                ===========   ===========           ===========     ===========

EARNINGS PER SHARE                                    $0.27         $0.23                 $0.77           $0.71


WEIGHTED DAILY AVERAGE OF
COMMON STOCK OUTSTANDING                         17,209,184    17,008,495            17,112,874      16,969,747
</TABLE>



     See accompanying notes to condensed consolidated financial statements.




                                      3

<PAGE>   4

                      GENTEX CORPORATION AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

             For the Nine Months Ended September 30, 1995 and 1994




<TABLE>
<CAPTION>
                                                                       1995                1994
                                                                    ----------          ----------
         <S>                                                        <C>                 <C>
         CASH FLOWS FROM OPERATING ACTIVITIES:
            Net income                                              $13,161,280         $12,068,951
            Adjustments to reconcile net income to net
               cash provided by operating activities-
                  Depreciation and amortization                       2,370,799           2,223,254
                  Gain on disposal of equipment                          (8,107)             (3,700)
                  Deferred income taxes                                 522,199             391,428
                  Amortization of deferred compensation                 224,997             268,801
                  Change in assets and liabilities:
                     Accounts receivable, net                        (3,107,619)         (3,683,121)
                     Inventories                                       (459,745)           (847,771)
                     Prepaid expenses and other                         (52,496)             65,995
                     Accounts payable                                   923,107           2,870,030
                     Accrued liabilities                              2,150,875             623,427
                                                                    -----------         -----------
                         Net cash provided by
                             operating activities                    15,725,290          13,977,294
                                                                    -----------         -----------
         CASH FLOWS FROM INVESTING ACTIVITIES:
            Decrease (Increase) in short-term investments           (11,197,672)          1,302,214
            Plant and equipment additions                            (3,190,567)         (2,786,956)
            Proceeds from sale of plant and equipment                     5,000               3,700
            Increase in long-term investments                        (2,131,974)        (11,680,407)
            Increase in other assets                                 (1,577,879)            (86,552)
                                                                    -----------         -----------

                         Net cash used for
                             investing activities                   (18,093,092)        (13,248,001)
                                                                    -----------         -----------

         CASH FLOWS FROM FINANCING ACTIVITIES:
            Issuance of common stock and tax benefit of
              stock plan transactions                                 3,640,456           4,090,485
                                                                    -----------         -----------

                         Net cash provided by
                             financing activities                     3,640,456           4,090,485
                                                                    -----------         -----------


         NET INCREASE IN CASH AND
            CASH EQUIVALENTS                                          1,272,654           4,819,778

         CASH AND CASH EQUIVALENTS,
            beginning of period                                      11,183,991           5,979,530
                                                                    -----------         -----------

         CASH AND CASH EQUIVALENTS,
            end of period                                           $12,456,645         $10,799,308
                                                                    ===========         ===========

</TABLE>




     See accompanying notes to condensed consolidated financial statements.

                                      4

<PAGE>   5

                     GENTEX  CORPORATION  AND  SUBSIDIARIES


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(1)      The condensed consolidated financial statements included herein have
         been prepared by the Registrant, without audit, pursuant to the rules
         and regulations of the Securities and Exchange Commission.  Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted pursuant to such rules and
         regulations, although the Registrant believes that the disclosures are
         adequate to make the information presented not misleading.  It is
         suggested that these condensed consolidated financial statements be
         read in conjunction with the financial statements and notes thereto
         included in the Registrant's 1994 annual report on Form 10-K.

(2)      In the opinion of management, the accompanying unaudited condensed
         consolidated financial statements contain all adjustments, consisting
         of only a normal and recurring nature, necessary to present fairly the
         financial position of the Registrant as of September 30, 1995, and
         December 31, 1994, and the results of operations and cash flows for
         the interim periods presented.

(3)      Inventories consisted of the following at the respective quarter end:


<TABLE>
<CAPTION>
                               September 30, 1995             December 31, 1994
                               ------------------             -----------------
         <S>                   <C>                           <C>
         Raw materials          $3,540,685                    $3,568,074
         Work-in-process           260,065                       275,183
         Finished goods          1,962,547                     1,460,295
                                ----------                    ----------
                                $5,763,297                    $5,303,552
                                ==========                    ==========
</TABLE>
          

(4)      The Company owns four U.S. Patents for automatic mirrors and
         electrochromic devices that were the subject of patent infringement
         claims asserted against Donnelly Corporation ("Donnelly") during 1990
         to 1993.  All of those claims, except for the patent infringement
         claim against the Donnelly "Polychromic" rearview mirror, were either
         adjudicated or resolved in a May 1993 settlement.  Gentex received
         $3.6 million in damages and settlement fees.

         Despite the May 1993 settlement agreement, in November 1993, Donnelly
         requested that the U.S. Patent and Trademark office (USPTO) re-examine
         certain claims it had granted to Gentex in the Company's U.S. Patent
         No. 5,128,799.  The USPTO agreed to do so, which is not unusual, and
         that re-examination is proceeding.

         In the case of Gentex Corporation vs. Donnelly Corporation (No. 1:93
         CV 430), filed in U.S. District Court for the Western District of
         Michigan, Southern Division, the patent infringement claim against
         Donnelly's "Polychromic" rearview mirror was adjudicated by the
         Federal District Court in March 1994, when it granted Donnelly's
         motion for summary judgment of non-infringement of Gentex U.S. Patent
         No. 5,128,799 by the Donnelly "Polychromic" rearview mirror.  However,
         Gentex appealed that March 1994 judgment to the Court of Appeals for
         the Federal Circuit.  Oral arguments were heard on that appeal in
         November 1994, and a decision is pending.

         The Company also is in litigation with Donnelly on the July 1993 and
         October 1994 suits Donnelly filed for alleged patent infringement by
         the Company's products.  The July 1993 case of Donnelly Corporation
         vs. Gentex Corporation (No. 1:93 CV 530), filed in U.S. District Court
         for the Western District of Michigan, Southern Division, is related to
         alleged infringement of three Donnelly patents directed to the use of
         lights in mirrors ("light and rearview mirror assembly patents") and
         of one Donnelly patent directed to the use of a rearview mirror with a
         dark or color-matched seal ("dark or color-matched seal patent").  The
         Company responded to this suit and denied infringement of each patent,
         asserting that the Donnelly patents are invalid and unenforceable and
         asserting that Donnelly had failed to comply with the patent marking
         statute, precluding recovery of pre-suit damages.

                                      5

<PAGE>   6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONT.)
(4)      (Cont.)

         From May 1994 to April 1995, both parties filed a number of motions on
         issues related to the July 1993 case.  The Court ruled on the majority
         of those motions in August and September 1995.  The motions and
         decisions were as follows:

         A.   May  1994:   Donnelly made a motion for a preliminary injunction
         against the Company's alleged infringement of the Donnelly dark or
         color-matched seal patent.  In a September 25, 1995, order, the Court
         denied this motion.

         B.   June 1994:   Gentex made a motion for summary judgment of
         invalidity of that same patent.  In an August 29, 1995, order, the
         Court denied this motion and vacated the October 1995 trial date.
         This case has now been set for a jury trial in the February 1996 term.

         C.   April 1995:   Gentex made motions (1) for summary judgment of the
         non-infringement and invalidity of the three Donnelly light and
         rearview mirror assembly patents, and (2) for partial summary judgment
         precluding Donnelly from recovering any damages for certain acts of
         alleged infringement.

         In the August 29, 1995, order, the Court granted the Company's motion
         for summary judgment of invalidity of two of the three Donnelly light
         and rearview mirror assembly patents [C.(1)] and dismissed Donnelly's
         claim for infringement of the third light and rearview mirror assembly
         patent without prejudice, noting that Donnelly desired to abandon that
         claim. In the September 25, 1995, order, the Court denied Gentex's
         motions for partial summary judgment [C.(2)], noting that its August
         29, 1995, order granting summary judgment of patent invalidity
         resolved some of Gentex's motions regarding damages.

         D.   April 1995:  Donnelly filed motions for partial summary judgment
         seeking to dismiss certain defenses asserted by the Company (1)
         against the dark or color-matched seal patent and (2) against two of
         the light and rearview mirror assembly patents.  Donnelly also filed
         motions seeking summary judgment of alleged infringement of (3) the
         dark or color-matched seal patent, and (4) one of the light and
         rearview mirror assembly patents.  (5) Donnelly also made a motion for
         summary judgment that Donnelly had properly marked its electrochromic
         mirrors.

         In the August 29, 1995, order, the Court denied Donnelly motions
         D.(1), D.(2) and D.(4).  In the September 25, 1995, order, the Court
         denied Donnelly motion D.(3) and granted Donnelly motion D.(5).

         In the October 1994 case of Donnelly Corporation vs. Gentex
         Corporation (No. 1:94 CV 695), filed in U.S. District Court for the
         Western District of Michigan, Southern Division, Donnelly's complaint,
         as amended, alleged that the Company's rearview mirror products
         infringe three Donnelly patents directed to the use of ultraviolet
         stabilizers to protect electrochromic mirrors from the harmful effects
         of ultraviolet radiation (U.S. Patent Nos. 5,355,245, 5,340,503 and
         5,073,012).  Donnelly also made a motion for a preliminary injunction.
         The Company responded to this suit, denying infringement and asserting
         that the Donnelly patents are invalid and unenforceable because
         Donnelly engaged in inequitable conduct before the U.S. Patent and
         Trademark Office in obtaining these patents.  This case is in the
         discovery stage and no trial date has been scheduled.

         In June 1995, the Company filed suit against Donnelly Corporation (No.
         4:95 CV 120) in the U.S. District Court for the Western District of
         Michigan, Southern Division, for a judgment declaring three Donnelly
         patents to be invalid and not infringed by the Company.  Two of those
         Donnelly patents are directed to rearview mirrors having an optical
         display, such as a compass heading readout ("compass mirror patents"),
         and the other Donnelly patent is directed to rearview mirrors made
         with a certain type of glass coating ("color suppressed coating
         patent").  After limited discovery in this case, on September 7, 1995,
         Donnelly counterclaimed alleging that the Company's products infringe
         one of its compass mirror patents and its color suppressed coating
         patent.  On October 18, 1995, the Company filed a motion for summary
         judgment of patent invalidity with respect to the two compass mirror
         patents.  Oral argument on that motion is scheduled for February 27,
         1996.  Discovery is just beginning in this case and no trial date has
         been scheduled.

         While the ultimate results of patent litigation cannot be predicted
         with certainty, management believes that they will not have a material
         adverse effect on the Company's financial statements.

                                      6

<PAGE>   7

                              GENTEX  CORPORATION


I
TEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  RESULTS  OF  OPERATIONS
         AND  FINANCIAL  CONDITION 

         RESULTS OF OPERATIONS:

         THIRD  QUARTER  1995  VERSUS  THIRD QUARTER  1994

         Net Sales.  Net sales for the third quarter of 1995 increased
         by approximately $3,708,000, or 16%, when compared with the third
         quarter last year.  Net sales of the Company's automotive mirrors
         increased by 26% as automatic mirror unit shipments increased from
         approximately 425,000 in the third quarter of 1994 to 542,000 in the
         current quarter.  This increase primarily reflected increased
         penetration on domestic and foreign 1996 model year vehicles for
         interior and exterior electrochromic Night Vision Safety(TM) (NVS(R))
         Mirrors.  Net sales of the Company's fire protection products
         decreased 17%, primarily due to reduced shipments of its strobe
         warning light to a major customer that has developed its own strobe
         product.

         Cost of Goods Sold.  As a percentage of net sales, cost of
         goods sold increased from 59% in the third quarter of 1994 to 61% for
         the comparable period in 1995. This increased percentage primarily
         reflects automotive customer price reductions for the 1995 and 1996
         model years and changes in the Company's product mix of automotive
         mirror shipments.

         Operating Expenses.  Research and development expenses
         increased approximately $189,000, but remained at 5% of net sales,
         when compared with the same quarter last year, primarily reflecting
         additional staffing and contractual research and engineering services. 
         Selling, general and administrative expenses increased approximately
         $328,000, but decreased from 12% to 11% of net sales, when compared
         with the third quarter of 1994.  This increased expense primarily
         reflected higher patent litigation legal expense accruals of $950,000,
         compared to $730,000 last year.

         Other Income - Net.   Other income increased by approximately
         $296,000 when compared with the third quarter of 1994, primarily due
         to the higher investable fund balances and higher interest rates.

         NINE MONTHS ENDED SEPTEMBER 30, 1995 VERSUS NINE MONTHS ENDED
         SEPTEMBER 30, 1994

         Net Sales.   Net sales for the nine months ended September 30,
         1995, increased by approximately $13,904,000, or 21%, when compared to
         the same period last year.  Net sales of the Company's automotive
         mirrors increased by 29% as automatic mirror unit shipments increased
         from approximately 1,264,000 in the first nine months of 1994 to
         1,567,000 in the first nine months of 1995.  This increase primarily
         reflected increased penetration on domestic and foreign 1995 and 1996
         model year vehicles for interior and exterior electrochromic Night
         Vision Safety(TM) (NVS(R)) Mirrors.  Net sales of the Company's fire
         protection products decreased 6% as reduced shipments of its strobe
         warning light to a major customer that has developed its own strobe
         more than offset a 15% sales increase to other customers.

         Cost of Goods Sold.    As a percentage of net sales, cost of
         goods sold increased from 57% in the first nine months of 1994 to 61%
         for the comparable period in 1995.  This increased percentage
         primarily reflects automotive customer price reductions for the 1995
         and 1996 model years and changes to the Company's product mix of
         automotive mirror shipments.

         Operating Expenses.    For the nine months ended September 30,
         1995, research and development expenses increased approximately
         $689,000, but remained at 6% of net sales, when compared to the same
         period last year, primarily reflecting additional staffing and
         contractual research and engineering services. Selling, general and
         administrative expenses increased approximately $2,280,000, and
         increased from 11% to 12% of net sales, when compared to the first
         nine months of 1994.  This increased expense primarily reflected
         higher patent litigation legal expense accruals of $3,050,000,
         compared to $1,300,000 last year.


                                      7

<PAGE>   8

I
TEM 2.  RESULTS OF OPERATIONS  (CONT.) : 


         NINE MONTHS ENDED SPETEMBER 30, 1995 VERSUS NINE MONTHS ENDED 
         SEPTEMBER 30, 1994  (CONT.)

         Other Income - Net.    Other income for the nine months ended
         September 30, 1995, increased by approximately $946,000 as compared to
         the first nine months of 1994, primarily due to the higher investable
         fund balances and higher interest rates.


         FINANCIAL CONDITION:

         Management considers the Company's working capital and
         long-term investments totaling approximately $69,176,000 at September
         30, 1995, together with internally generated cash flow and an
         unsecured $5,000,000 line of credit from a bank, to be sufficient to
         cover anticipated cash needs for the foreseeable future.

         TRENDS AND DEVELOPMENTS:

         The Company currently supplies NVS(R) Mirrors to BMW, Chrysler
         Corporation, Ford Motor Company and General Motors Corporation under
         long-term contracts. The General Motors contract is through the 1998
         model year, and the contracts with BMW are for the four-year period
         ending March 31, 1999.  The term of the Ford contract is through
         December 1999, and the Chrysler contract runs through the 1999 Model
         Year.

         The Company has agreed to price reductions over the life of its
         long-term contracts and continues to experience pricing pressures from
         its automotive customers, which have affected, and which will continue
         to affect its margins to the extent that the Company is unable to
         offset the price reductions with productivity improvements,
         engineering cost reductions and increases in unit sales volume.  In
         addition, the Company continues to experience pressure for raw
         material cost increases.

         The total costs to defend the Company in the July 1993, October
         1994 and June 1995 suits involving  certain patents owned by Donnelly
         Corporation will be affected by the duration and activity level, and
         are not determinable at this time.  However, if the current activity
         level continues, management currently believes that patent litigation
         expenses will be incurred at the ongoing level of approximately
         $1,000,000 per quarter.




                                      8

<PAGE>   9


PART II.     OTHER INFORMATION



Item 1.      Legal Proceedings

             In June  1995, the Company filed suit against Donnelly Corporation
             (No. 4:95 CV 120) in the U.S. District Court for the Western
             District of Michigan, Southern Division, for a judgment declaring
             three Donnelly patents to be invalid and not infringed by the
             Company.  Two of those Donnelly patents (U.S. Patent Nos.
             5,416,313 and 5,285,060) are directed to rearview mirrors having
             an optical display, such as a compass heading readout ("compass
             mirror patents"), and the other Donnelly patent (U.S. Patent No.
             5,424,865) is directed to rearview mirrors made with a certain
             type of glass coating ("color suppressed coating patent").
             After limited discovery in this case, on September 7, 1995,
             Donnelly counterclaimed alleging that the Company's products
             infringe one of its compass mirror patents (U.S. Patent No.
             5,416,313) and its color suppressed coating patent (U.S. Patent
             No. 5,424,865).  On October 18, 1995, the Company filed a motion
             for summary judgment of invalidity with respect to the two compass
             mirror patents.  Oral argument on that motion is scheduled for
             February 27, 1996.  Discovery is just beginning in this case and
             no trial date has been scheduled.

             From May 1994 to April 1995, both parties filed a number of
             motions on issues related to the July 1993 case (Donnelly
             Corporation vs. Gentex Corporation (No. 1:93 CV 530).  The Court
             ruled on those motions in August and September 1995.  The motions
             and decisions were as follows:

             A.   May 1994:  Donnelly made a motion for a preliminary
             injunction against the Company's alleged infringement of the
             Donnelly dark or color-matched seal patent.  In a September 25,
             1995, order, the Court denied this motion.

             B.   June 1994:  Gentex made a motion for summary judgment of
             invalidity of that same patent.  In an August 29, 1995, order, the
             Court denied this motion and vacated the October 1995 trial date.
             This case has now been set for a jury trial in the February 1996
             term.

             C.   April 1995:   Gentex made motions (1) for summary judgment of
             the non-infringement and invalidity of the three Donnelly light
             and rearview mirror assembly patents, and (2) for partial summary
             judgment precluding Donnelly from recovering any damages for
             certain acts of alleged infringement.

             In the August 29, 1995, order, the Court granted the Company's
             motion for summary judgment of invalidity of two of the three
             Donnelly light and rearview mirror assembly patents [C.(1)] and
             dismissed Donnelly's claim for infringement of the third light and
             rearview mirror assembly patent without prejudice, noting that
             Donnelly desired to abandon that claim.  In the September 25,
             1995, order, the Court denied Gentex's motions for partial summary
             judgment [C.(2)], noting that its August 29, 1995, order granting
             summary judgment of patent invalidity resolved some of Gentex's
             motions regarding damages.

             D.  April 1995:  Donnelly filed motions for partial summary
             judgment seeking to dismiss certain defenses asserted by the
             Company (1) against the dark or color-matched seal patent and (2)
             against two of the light and rearview mirror assembly patents.
             Donnelly also filed motions seeking summary judgment of alleged
             infringement of (3) the dark or color-matched seal patent, and (4)
             one of the light and rearview mirror assembly patents.  (5)
             Donnelly also made a motion for summary judgment that Donnelly had
             properly marked its electrochromic mirrors.

             In the August 29, 1995, order, the Court denied Donnelly motions
             D.(1), D.(2), and D.(4).  In the September 25, 1995, order, the
             Court denied Donnelly motion D.(3) and granted Donnelly motion
             D.(5).

                                      9

<PAGE>   10

PART II.   OTHER INFORMATION


    Item 1.  Legal Proceedings  (cont.)


             On August 10, 1995, Donnelly amended its complaint in the October
             1994 case of Donnelly vs. Gentex (No. 1:94 CV 695) to allege
             infringement of a third Donnelly patent (U.S. Patent No.
             5,073,012), also directed to the use of ultraviolet stabilizers to
             protect electrochromic mirrors from the harmful effects of
             ultraviolet radiation.


    Item 6.  Exhibits and Reports on Form 8-K

    (a)      See Exhibit Index on Page 12.

    (b)      No reports on Form 8-K were filed during the three months ended
             September 30, 1995.

                                      10

<PAGE>   11


                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





                                                    GENTEX CORPORATION





Date  11/01/95                                      /s/ Fred T. Bauer
     -------------                                  ------------------------
                                                    Fred T. Bauer
                                                    Chairman and Chief
                                                    Executive Officer




Date  11/01/95                                      /s/ Enoch C. Jen
     -------------                                  ------------------------
                                                    Enoch C. Jen
                                                    Vice President-Finance,
                                                    Principal Financial and
                                                    Accounting Officer




                                      11

<PAGE>   12


                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
EXHIBIT NO.                                    DESCRIPTION                                                  
- -----------                                    -----------                                                  
<S>          <C>                                                                                            
3(a)(1)      Registrant's Articles of Incorporation were filed in 1981 as Exhibit 2(a) to a 
             Registration Statement on Form S-18 (Registration No. 2-74226C), an Amendment to those 
             Articles was filed as Exhibit 3 to Registrant's Report on Form 10-Q in August of 1985, an
             additional Amendment to those Articles was filed as Exhibit 3(a)(i) to Registrant's Report 
             on Form 10-Q in August of 1987, and an additional Amendment to those Articles was filed as 
             Exhibit 3(a)(2) to Registrant's Report on Form 10-K dated March 10, 1992, all of which are 
             hereby incorporated herein by reference.

3(a)(2)      Amendment to Articles of Incorporation, adopted on May 12, 1994, was filed as Exhibit 3(a)(2) 
             to Registrant's Report on Form 10-Q dated April 28, 1995, and the same is hereby incorporated 
             herein by reference.

3(b)         Registrant's Bylaws as amended and restated August 18, 1995.                                      

4(a)         A specimen form of certificate for the Registrant's common stock, par value $.06 per share, 
             was filed as part of a Registration Statement on Form S-18 (Registration No. 2-74226C) as 
             Exhibit 3(a), as amended by Amendment No. 3 to such Registration Statement, and the same is 
             hereby incorporated herein by reference.

4(b)         Shareholder Protection Rights Agreement, dated as of August 26, 1991, including as Exhibit A 
             the form of Certificate of Adoption of Resolution Establishing Series of Shares of Junior 
             Participating Preferred Stock of the Company, and as Exhibit B the form of Rights Certificate 
             and of Election to Exercise, was filed as Exhibit 4(b) to Registrant's report on Form 8-K on 
             August 20, 1991, and the same is hereby incorporated herein by reference.

4(b)(1)      First Amendment to Shareholder Protection Rights Agreement, effective April 1, 1994, was 
             filed as Exhibit 4(b)(1) to Registrant's report on Form 10-Q on April 29, 1994, and the 
             same is hereby incorporated herein by reference.

10(a)(1)     A Lease dated August 15, 1981, was filed as part of a Registration Statement (Registration 
             Number 2-74226C) as Exhibit 9(a)(1), and the same is hereby incorporated herein by reference.

10(a)(2)     A First Amendment to Lease dated June 28, 1985, was filed as Exhibit 10(m) to Registrant's 
             Report on Form 10-K dated March 18, 1986, and the same is hereby incorporated herein by 
             reference.

*10(b)(1)    Gentex Corporation Qualified Stock Option Plan (as amended and restated, effective May 11, 
             1995), was filed as Exhibit 10(b)(1) to Registrant's Report on Form 10-Q dated August 1, 
             1995, and the same is hereby incorporated herein by reference.

*10(b)(2)    Gentex Corporation 1987 Incentive Stock Option Plan (as amended through May 24, 1989), was 
             filed as Exhibit 10(g)(3) to Registrant's Report on Form 10-K dated March 1, 1990, and the 
             same is hereby incorporated herein by reference.

*10(b)(3)    Gentex Corporation Restricted Stock Plan was filed as Exhibit 10(b)(3) to Registrant's Report 
             on Form 10-K dated March 10, 1992, and the same is hereby incorporated herein by reference.

*10(b)(4)    Gentex Corporation Non-Employee Director Stock Option Plan as amended through March 5, 1993, 
             was filed as Exhibit 10(b)(4) to Registrant's Report on Form 10-K dated March 5, 1993, and 
             the same is incorporated herein in reference.

10(e)        The form of Indemnity Agreement between Registrant and each of the Registrant's directors was 
             filed as a part of a Registration Statement on Form S-2 (Registration No. 33-30353) as Exhibit 
             10(k) and the same is hereby incorporated herein by reference.



27           Financial Data Schedule                                                                           



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

* Indicates a compensatory plan or arrangement.




                                      12

</TABLE>











<PAGE>   1

                                                                    Exhibit 3(b)

                                    BYLAWS
                                      
                                      OF
                                      
                              GENTEX CORPORATION
                                      
                            A MICHIGAN CORPORATION
                                      
                   AS AMENDED AND RESTATED AUGUST 18, 1995


                             ARTICLE I.  OFFICES


        SECTION 1. REGISTERED OFFICE.  The registered office of the Corporation
shall be as specified in the Articles of Incorporation or such other place as
determined by the Board of Directors if notice thereof is filed with the state
of Michigan.  The Corporation shall keep records containing the names and
addresses of all shareholders, the number, class and series of shares held by
each, and the dates when they respectively became holders of record thereof, at
its registered office or at the office of its transfer agent.

        SECTION 2. OTHER OFFICES. The business of the Corporation may be
transacted in such locations other than the registered office, within or
outside the state of Michigan, as the Board of Directors may from time to time
determine.

                          ARTICLE II. CAPITAL STOCK

        SECTION 1. STOCK CERTIFICATES. Certificates representing shares of the
Corporation shall be in such form as is approved by the Board of Directors. 
Certificates shall be signed capital stock, by the Chairman of the Board of
Directors, Vice Chairman of the Board of Directors, President or a Vice
President, and by the Treasurer,
 Assistant Treasurer, Secretary or Assistant
Secretary of the Corporation, and shall be sealed with the seal of the
Corporation, or a facsimile thereof, if one be adopted.  The signatures of the
officers may be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the Corporation itself, or its
employees.  In the event an officer who has signed, or whose facsimile
signature has been placed upon, a certificate ceases to be such officer before
the certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer at the date of issue.

        SECTION 2. REPLACEMENT OF LOST OR DESTROYED CERTIFICATES.  In the event
of the loss or destruction of a stock certificate, no new certificate shall be
issued in place thereof until the Corporation has received from the registered
holder such assurances, representations, warranties and/or guarantees as the
Board of Directors, in its sole discretion, shall deem advisable, and until the
Corporation receives such indemnification protecting it against any claim that
may be made on account of such lost or destroyed certificate, or the issuance
of any new certificate in place thereof, including an indemnity bond in such
amount and with sureties, if any, as the Board of Directors, in its sole
discretion, deems advisable.  Any new


<PAGE>   2
certificate issued in place of any such lost or destroyed certificate shall be
plainly marked "duplicate," upon its face.

        SECTION 3. TRANSFER OF SHARES.  Shares of stock of the Corporation
shall be transferable only upon the books of the Corporation.  The old
certificates shall be surrendered to the Corporation by delivery thereof to the
person in charge of the stock transfer books of the Corporation, or to such
other person as the Board of Directors may designate, properly endorsed for
transfer, and such certificates shall be cancelled before a new certificate is
issued.  The Corporation shall be entitled to treat the person in whose name
any share, right or option is registered as the owner thereof for all purposes,
and shall not be bound to recognize any equitable or other claim with respect
thereto, regardless of any notice thereof, except as may be spcifically
required by the laws of the state of Michigan.

        SECTION 4. RULES GOVERNING STOCK CERTIFICATES.  The Board of Directors
shall have the power and authority to make all such rules and regulations as 
they may deem expedient concerning the issue, transfer and registration of
certificates of stock, and may appoint a transfer agent and a registrar of
transfer, and may require all such certificates to bear the signature of such
transfer agent and of such registrar of transfers.

        SECTION 5. RECORD DATE FOR STOCK RIGHTS.  The Board of Directors may
fix a date not exceeding sixty (60) days preceding the date of payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the shareholders entitled to receive payment of 
any such dividends, or any such allotment of rights, or to exercise the rights
with respect to any such change, conversion, or exchange of capital stock; 
provided, however, that such date shall not precede the date on which the Board 
takes action to establish the record date.  Only shareholders of record on the
date so fixed shall be entitled to receive payment of such dividends, or 
allotment of rights, or exercise such rights, as the case may be, 
notwithstanding any transfer of any stock on the books of the Corporation after 
any such record date is fixed.

        In the event the Board of Directors shall fail to fix a record date as
provided in this section of these Bylaws, the record date for the purposes
specified herein shall be the close of business on the date on which the
resolution of the Board of Directors relating thereto is adopted.

        SECTION 6. DIVIDENDS.  The Board of Directors, in its discretion, may
from time to time declare and direct payment of dividends or other
distributions upon its outstanding shares out of funds legally available for
such purposes, which dividends may be paid in cash, the Corporation's bonds or
the Corporation's property, including the shares or bonds of other
corporations.  In the event a dividend is paid or any other distribution made,
in any part, from sources other than earned surplus, payment or distribution
thereof shall be accompanied by written notice to the shareholders (a)
disclosing the amounts by which the dividend or distribution affects stated
capital, capital surplus and earned surplus, or (b) if such amounts are not
determined at the time of the notice, disclosing the approximate effect


<PAGE>   3
of the dividend or distribution upon stated capital, capital surplus and earned
surplus, and stating that the amounts are not yet determinable.

        In addition, the Board of Directors, in its discretion, from time to
time may declare and direct the payment of a dividend in shares of this
Corporation, upon its outstanding shares, in accordance with and subject to the
provisions of the Michigan Business Corporation Act.  A share divided or other
distribution of shares of the Corporation shall be accompanied by a written
notice to shareholders (a) disclosing the amounts by which the distributions
affect stated capital, capital surplus and earned surplus, or (b) if such
amounts are not determinable at the time of the notice, disclosing the
approximate effect of the distribution upon stated capital, capital surplus and
earned surplus, and stating that the amounts are not yet determinable.

        SECTION 7.  TREASURY SHARES.  Shares that have been issued and
reacquired by the Corporation shall constitute authorized but unissued shares.

        SECTION 8.  REDEMPTION OF CONTROL SHARES.  Control shares acquired in a
control share acquisition, with respect to which no acquiring person statement
has been filed with the Corporation, shall, at any time during the period
ending sixty (60) days after the last acquisition of control shares or the
power to direct the exercise of voting power of control shares by the acquiring
person, be subject to redemption by the Corporation.  After an acquiring person
statement has been filed with the Corporation and after the meeting at which
the voting rights of the control shares acquired in a control share acquisition
are submitted to the shareholders, the shares shall be subject to redemption by
the Corporation unless the shares are accorded full voting rights by the
shareholders as provided in Section 798 of the Michigan Business Corporation
Act.  Redemptions of shares pursuant to this bylaw shall be at the fair value
of the shares pursuant to procedures adopted by the Board of Directors of the
Corporation.

        The terms "control shares," "control share acquisition," "acquiring
person statement," "acquiring person," and "fair value" as used in this bylaw,
shall have the meanings ascribed to them, respectively, in Chapter 7B of the
Michigan Business Corporation Act.

                          ARTICLE III.  SHAREHOLDERS


        SECTION 1.  PLACE OF MEETINGS.  Meetings of shareholders shall be held
at such place, within or outside the state of Michigan, as may be determined
from time to time by the Board of Directors.

        SECTION 2.  ANNUAL MEETING.  Annual meetings of shareholders for
election of directors and for such other business as may come before the
meeting shall be held on such date prior to the first day of June of each year
as the Board of Directors may determine from time to time.

        SECTION 3.  SPECIAL MEETINGS.  Special meetings of sharholders shall be
called at the direction of the Board of Directors by the Chairman or the
Secretary, or upon receipt by

<PAGE>   4
either of them of a request in writing, stating the purpose or purposes
thereof, and signed by shareholders of record owning 50 percent of the voting
shares of the Corporation issued and outstanding, or by a majority of the
directors then in office.

       SECTION 4. RECORD DATE FOR NOTICE AND VOTE.  The Board of Directors may
fix a date not more than sixty (60) nor less than ten (10) days before the date
of a shareholders' meeting as the record date for the purpose of determining
shareholders entitled to notice of and to vote at the meeting or adjournments
thereof; provided, however, that such date shall not precede the date on which
the Board takes action to establish the record date.  In the event the Board of
Directors fails to fix such a record date, the record date for determination of
shareholders shall be the close of business on the day next preceding the day
on which notice is given.

       SECTION 5. NOTICE OF SHAREHOLDER MEETINGS.  Written notice of the time,
place, and purposes of any meeting of shareholders shall be given to
shareholders entitled to vote thereat, not less than ten (10) nor more than
sixty (60) days before the date of the meeting, which notice may be given
either by delivery in person to such shareholders or by mailing such notice to
shareholders at their addresses as the same appear on the stock books of the
Corporation; provided, however, that attendance of a person at a meeting of
shareholders, in person or by proxy, constitutes a waiver of notice of the
meeting, except when the shareholder attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of
any business, because the meeting is not lawfully called or convened.

       SECTION 6. VOTING LISTS.  The Corporation's officer or agent having
charge of its stock transfer books shall prepare and certify a complete list of
the shareholders entitled to vote at a shareholders' meeting or any adjournment
thereof, which list shall be arranged alphabetically within each class and
series, and shall show the address of and number of shares held by each
shareholder.  The list shall be produced at the time and place of the meeting
of shareholders and be subject to inspection by any shareholder at any time
during the meeting.  If for any reason these requirements with respect to this
shareholder list have not been complied with, any shareholder, either in person
or by proxy, who in good faith challenges the existence of sufficient votes to
carry any action at the meeting, may demand that the meeting be adjourned and
the same shall be adjourned until the requirements are complied with; provided,
however, that failure to comply with such requirements does not affect the
validity of any action taken at the meeting before such demand is made.

       SECTION 8. QUORUM. Shares equaling a majority of all of the voting
shares of the capital stock of the Corporation issued and outstanding
(excluding treasury stock), represented in person or by proxy, shall constitute
a quorum at the meetings of shareholders.  Meetings at which less than a quorum
is represented may be adjourned by a vote of a majority of the shares present
to a further date without further notice other than the announcement at such
meeting, and when the quorum shall be present upon such adjourned date, any
business may be transacted which might have been transacted at the meeting as
originally called.  Shareholders present in person or by proxy at any meeting
of



<PAGE>   5
shareholders may continue to do business until adjournment, notwithstanding the
withdrawal of shareholders to leave less than a quorom.

        SECTION 9.   CONDUCT OF MEETINGS.  The officer who is to preside at
meetings of shareholders pursuant to Article V of these Bylaws, or his or her
designee, shall determine the agenda and the order in which business shall be
conducted unless the agenda and the order of business have been fixed by the
Board of Directors.  Such officer or designee shall call meetings of
shareholders, to order and shall preside unless otherwise determined by the
affirmative vote of a majority of all of the voting shares of the Corporation
issued and outstanding other than treasury shares.  The Secretary of the
Corporation shall act as secretary of all meetings of shareholders, but in the
absence of the Secretary, or his or her inability or refusal to act as
secretary, the presiding officer shall appoint any person to act as Secretary 
of the meeting.

        SECTION 10.  INSPECTORS OF ELECTIONS.  The Board of Directors may, in
advance of a meeting of shareholders, appoint one or more inspectors to act at
the meeting or any adjournment thereof.  In the event inspectors are not so
appointed, or an appointed inspector fails to appear or act, the person
presiding at the meeting of shareholders may, and on request of a shareholder
entitled to vote thereat shall appoint one or more persons to fill such vacancy
or vacancies, or to act as inspector.  The inspector(s) shall determine the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots, or consents, hear and determine
challenges and questions arising in connection with the right to vote, count
and tabulate votes, ballots or consents, determine the results, and do such
acts as are proper to conduct the election or vote with fairness to all
shareholders.

                            ARTICLE IV. DIRECTORS


        SECTION 1.  BOARD OF DIRECTORS.  The authority and size of the Board of
Directors, and the procedures for nominating, electing and removing directors
shall be as specified in the Corporation's Articles of Incorporation.

        SECTION 2.  RESIGNATION.  A director may resign by written notice to
the Corporation, which resignation is effective upon its receipt by the
Coporation or at a subsequent time as set forth in the written notice of
resignation.

        SECTION 3.  PLACE OF MEETINGS AND RECORDS.  The directors shall hold
their meetings, and maintain the minutes of the proceedings of meetings of
shareholders, Board of Directors, and executive and other committees, if any,
and keep the books and records of account for the Corporation, in such place or
places, within or outside the state of Michigan, as the Board may from time to
time determine.


<PAGE>   6


        SECTION 4.  REGULAR MEETINGS OF THE BOARD.  Regular meetings of the
Board of Directors may be held at such times and places and pursuant to such
notice, if any, as may be established from time to time by resolution of the
Board of Directors.

        SECTION 5.  SPECIAL MEETINGS OF THE BOARD.  Special meetings of the
Board of Directors may be called by the Chairman of the Board, the President or
the Secretary, and shall be called by one of them upon the written request of a
majority of the directors.  Written notice of the time and place of special
meetings of the Board shall be given by regular mail, telegram, or personal
delivery to each director at least twenty-four (24) hours prior thereto. 
Notices of special meetings may state a purpose or purposes for the meeting,
but such notices shall not be required to state any purpose and shall not be
deemed deficient if the statement or purpose is incomplete or inaccurate.

        SECTION 6.  QUORUM AND VOTE.  A majority of the members of the Board
then in office constitutes a quorum for the transaction of business, and the
vote of a majority of the members present at any meeting at which a quorum is
present constitutes the action of the Board of Directors.

        SECTION 7.  ACTION OF THE BOARD WITHOUT A MEETING.  Any action required
or permitted to be taken pursuant to authorization voted at a meeting of the
Board of Directors may be taken without a meeting if, before or after the
action, all members of the Board of Directors consent thereto in writing.  Such
written consent shall be filed with the minutes of the proceedings of the Board
of Directors and the consent shall have the same effect as a vote of the Board
of Directors for all purposes.

        SECTION 8.  REPORT TO SHAREHOLDERS.  At least once in each year the
Board of Directors shall cause a financial report of the Corporation for the
preceding fiscal year to be made and distributed to each shareholder within
four (4) months after the end of each fiscal year.  The report shall include
the Corporation's statement of income, its year-end balance sheet and, if
prepared by the Corporation, its statement of source and application of funds.

        SECTION 9.  CORPORATE SEAL.  The Board of Directors may provide a
suitable corporate seal, which seal shall be kept in the custody of the
Secretary and used by him or her.

        SECTION 10.  COMPENSATION OF DIRECTORS.  By resolution of the Board of
Directors, the directors may be paid their expenses, if any, and/or reasonable
compensation for attendance at meetings of the Board or of any committee of
which they are a member, and the Board of Directors may distinguish between
directors on the basis of time devoted to the Company's affairs including travel
time and/or between directors who are employees of the Corporation and other
directors in establishing such compensation.

        SECTION 11.  EXECUTIVE COMMITTEE.  The Board of Directors may by
resolution establish an executive or other committee composed of two (2) or
more of the directors to exercise such powers and authority of the Board of
Directors to the extent provided in such

<PAGE>   7


resolution and not prohibited by the Michigan Business Corporation Act for the
management of the business and affairs of the Corporation.  Such committees and
each member thereof shall serve at the pleasure of the Board of Directors.

        SECTION 12.  COMPENSATION COMMITTEE.  The Compensation Committee shall
be responsible for annually reviewing the Corporation's policy for compensation
of executive officers and making recommendations with respect to that policy to
the Board of Directors.  Consistent with that policy, the Committee shall make
all compensation decisions for executive officers, including the grant of stock
options or other stock based incentives under formally adopted plans.  The
Committee shall consist of not less than three (3) directors who are not
employees of the Corporation, except that the Chairman of the Board may serve
on the Committee irrespective of his employment status, and all members shall
serve at the pleasure of the Board of Directors.

        SECTION 13.  AUDIT COMMITTEE.  The Audit Committee shall be responsible
for annually making recommendations to the Board of Directors with respect to
the selection of independent public accountants to serve as the Corporation's
auditors, and for reviewing the scope of their audit, their audit report, and
any recommendations made by them.  The Committee shall consist of not less than
two (2) directors who are not employees of the Corporation, and the members
shall serve at the pleasure of the Board of Directors.

        SECTION 14.  OTHER COMMITTEES.  The Board of Directors may, by
resolution, establish such other committees from time to time as they think
advisable, with such purposes, authority, and membership as is set forth in
the resolution establishing any such committee.

                             ARTICLE V. OFFICERS


        SECTION 1.  DESIGNATION OF OFFICERS.  The officers of the Corporation
shall consist of a President, a Secretary, a Treasurer and such other offices
as may be established by the Board of Directors, including a Chairman of the
Board, one or more Vice Presidents and such Assistant Secretaries and Assistant
Treasurers as the Board may deem proper.  The officers of the Corporation need
not be directors or shareholders.  Any two or more offices may be held by the
same person, but an officer shall not execute, acknowledge, or verify any
instrument in more than one capacity if the instrument is required by law to be
executed, acknowledged, or verified by two or more officers.  In addition, the
Board of Directors, by specific resolution, may authorize the Chief Executive
Officer to appoint Assistant Secretaries and Assistant Treasurers, which
subordinate, assistant officers may be removed at any time, with or without
cause, by the Chief Executive Officer or the Board of Directors.

        SECTION 2.  ELECTION OF OFFICERS.  The officers of the Corporation
shall be elected at the first meeting of the Board of Directors, or by action
taken pursuant to written consent, after the annual meeting of shareholders. 
Officers shall hold office for terms of one (1) year and until their respective
successors are elected and qualified, or until resignation or removal.

<PAGE>   8
        SECTION 3. RESIGNATION AND REMOVAL.  An officer may resign by written
notice to the Corporation, which resignation is effective upon its receipt by
the Corporation or at a subsequent time specified in the notice of resignation. 
Officers of the Corporation serve at the pleasure of the Board of Directors and
may be removed by the Board at any time, with or without cause.

        SECTION 4. CHAIRMAN OF THE BOARD.  The Chairman of the Board of
Directors, if one be elected, shall be elected by the directors from among the
directors then serving.  Unless otherwise determined by the Board of Directors,
the Chairman of the Board shall preside at all meetings of the shareholders and
at all meetings of the Board of Directors.  The Chairman of the Board shall
perform such other duties as may be determined by resolution of the Board of
Directors including, if the board shall so determine, acting as the Chief
Executive Officer of the Corporation, in which case the Chairman shall have
general supervision, direction, and control of the business of the Corporation
and shall have the general powers and duties of management usually vested in or
incident to the office of the chief executive officer of a corporation.

        SECTION 5. PRESIDENT.  Unless the Board of Directors shall determine
otherwise, the President shall be the Chief Executive Officer as well as the
Chief Operating Officer of the Corporation and shall have general supervision,
direction, and control of the business of the Corporation as well as the duty
and responsibility to implement and accomplish the objectives of the
Corporation.  In the absence or nonelection of a Chairman, or if so determined
by the Board of Directors, the President shall preside at all meetings of
shareholders and at all meetings of the Board of Directors, and the President
shall perform such other duties as may be assigned by the Board of Directors.

        SECTION 6. VICE PRESIDENTS.  In the absence of the President and the
Chairman of the Board, or in the event of their death, inability or refusal to
act, the Executive Vice President, if one has been elected, or other Vice
Presidents in the order designated at the time of their election, or in the
absence of such designation, then in the order of their election, shall perform
the duties of the President.  The Executive Vice President and the other Vice
Presidents shall have such authority and shall perform such duties as shall be
assigned to them by the Board of Directors and may be designated by such
special titles as the Board of Directors shall approve.

        SECTION 7. TREASURER.  The Treasurer shall have custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation.  The
Treasurer shall deposit all money and other valuables in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board of Directors.  The Treasurer shall disburse the funds of the Corporation
as may be ordered by the Board of Directors or the President, taking proper
vouchers for such disbursements.  The Treasurer shall render to the President
and Board of Directors, or any member thereof, at such times as they may
request within reason, an account of all transactions as Treasurer and of the
financial condition of the Corporation, and in general the Treasurer shall
perform all in incident to the Office of the Treasurer and such other duties as
may be assigned by the Board of Directors.  The Treasurer may be required to




<PAGE>   9


give bond for the faithful performance of his duties in such sum and with such
surety, at the expense of the Corporation, as the Board of Directors may from
time to time require.

        SECTION 8.  SECRETARY.  The Secretary shall give, or cause to be given,
notice of all meetings of sharholders and directors and all other notices
required by law or by these Bylaws, and in the case of his or her absence or
refusal or neglect to do so, any such notice may be given by any person so
directed by the Chief Executive Officer or by the directors.  The Secretary
shall record all of the proceedings of minutes of shareholders and of the
directors in one or more books provided for that purpose, and shall perform all
duties incident to the office of Secretary, and such other duties as may be
assigned by the Board of Directors.

        SECTION 9.  OTHER OFFICES.  Other officers elected by the Board of
Directors shall have such authority and shall perform such duties in the
management of the Corporation as may be determined by resolution of the Board of
Directors not inconsistent with these Bylaws.

           ARTICLE VI.  CONTRACTS, LOANS, CHECKS, AND LEGAL ACTION


        SECTION 1.  CONTRACTS.  The Board of Directors may authorize any
officer or officers, agent or agents to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.

        SECTION 2.  LOANS.  No loans shall be contracted on behalf of the
Corporation, and no evidences of indebtedness shall be issued in its name,
unless authorized by a resolution of the Board of Directors.  Such
authorization may be general or confined to specific instances.

        SECTION 3.  CHECKS.  All checks, drafts, or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed by such officer or officers, agent or agents
of the Corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.

        SECTION 4.  DEPOSITS.  All funds of the Corporation, not otherwise
employed, shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies, or other depositories as the Board of Directors
may determine.

                          ARTICLE VII.  FISCAL YEAR


        The fiscal year of this Corporation shall end on the 31st day of
December of each year.

<PAGE>   10


                            ARTICLE VIII.  NOTICES


        SECTION 1.  NOTICES.  Whenever any notice is required to be given under
the provisions of any law, the Articles of Incorporation for this Corporation,
or by these Bylaws, it shall not be construed or interpreted to mean personal
notice, unless expressly so stated, and any notice so required shall be deemed
to be sufficient if given in writing by mail, by depositing the same in a post
office box, postage prepaid, or delivery to a telegraph company, addressed to
the person entitled thereto at his last known address, and such notice shall be
deemed to have been given on the day of such mailing or delivery to a telegraph 
company.  Shareholders not entitled to vote shall not be entitled to receive
notice of any meetings, except as otherwise provided by law or these Bylaws.

        SECTION 2.  WAIVER OF NOTICE.  Whenever any notice is required to be
given under the provisions of any law, or the Articles of Incorporation for
this Corporation, or these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                            ARTICLE IX. AMENDMENTS


        These Bylaws may be amended, repealed, or new Bylaws adopted either by
a majority vote of the Board of Directors at any regular or special meeting of
the Board, and without prior notice of intent to do so, or by majority vote of
shareholders at any annual or special meeting, if notice of the proposed
amendment, repeal, or adoption be contained in the notice of such meeting.



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