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                                        BYLAWS

                                          OF

                               HARMON INDUSTRIES, INC.

                                      * * * * *


                                      ARTICLE I

                                       Offices

     The principal office of the Corporation in the State of Missouri shall be
located in Jackson County, Missouri.  The Corporation may have such other
offices, either within or without the State of Missouri, as the businesses of
the Corporation may require from time to time.

     The registered office of the Corporation required by The General and
Business Corporation Act of Missouri to be maintained in the State of Missouri
may be, but need not be, identical with the principal office in the State of
Missouri, and the address of the registered office may be changed from time to
time by the Board of Directors.

                                      ARTICLE II

                                     Shareholders

     SECTION 1.  ANNUAL MEETING:  The Annual Meeting of the Shareholders shall
be held at any hour during normal business hours as determined by the President
on the second Tuesday in May of each year, beginning with the year 1990, for the
purpose of electing Directors and for the transaction of such other business as
may come before the meeting.  If the day fixed for the Annual Meeting shall be a
legal holiday, such meeting shall be held on the next succeeding business day.
If the election of Directors shall not be held of the date designated herein for
any annual meeting, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of the Shareholders as soon
thereafter as conveniently may be.

     SECTION 2.  SPECIAL MEETINGS:  Special meetings of the Shareholders may be
called by the President, by the Board of Directors or by the holders of not less
than one-fifth of all the outstanding shares of the Corporation.

     SECTION 3.  PLACES OF MEETING:  The Board of Directors may designate any
place, either within or without the State of Missouri, as the place of meeting
for any annual meeting of the Shareholders or for any special meeting of the
Shareholders called by the Board of Directors.  The Shareholders may designate
any place, either within or without the State of Missouri, as the place for the
holding of such meeting, and may include the same in a waiver of notice of any
meeting.  If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the registered office of the Corporation
in the State of Missouri, except as otherwise provided in Section 5 of this
Article.

     SECTION 4.  NOTICE OF MEETINGS:  Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than fifty days before the date of the meeting, either
personally or by mail, by or at the direction of the President, or the
Secretary, or the office or persons calling the meeting, to each Shareholder of
record entitled to vote at such meeting.  If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail in a sealed envelope
addressed to the Shareholder at his address as it appears on the records of the
Corporation, with postage thereon prepaid.

     SECTION 5.  MEETING OF ALL SHAREHOLDERS:  If all of the Shareholders shall
meet at any time and place, either within or without the State of Missouri, and


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consent to the holding of a meeting, such meeting shall be valid, without call
or notice, and at such meeting any corporate action may be taken.

     SECTION 6.  BUSINESS WHICH MAY BE TRANSACTED AT ANNUAL AND SPECIAL
MEETINGS:  At each annual meeting of the Shareholders, the Shareholders shall
elect, by ballot, a Board of Directors to hold office until the next succeeding
annual meeting and they may transact such other business as may be desired,
whether or not the same are specified in the notice of the meeting, unless the
consideration of such other business without its having been specified in the
notice of the meeting as one of the purposes thereof, is prohibited by law.

     Business transacted at all special meetings shall be confined to the
purposes stated in the notice of such meetings, unless the transaction of other
business is consented to by the holders of all of the outstanding shares of
stock of the Corporation entitled to vote thereat.

     SECTION 7.  CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE:  The Board
of Directors of the Corporation may close its stock transfer books for a period
not exceeding fifty days preceding the date of any meeting of Shareholders, or
the date for the payment of any dividend or for the allotment of rights, or the
date when any exchange or reclassification of shares shall be effective; or, in
lieu thereof, may fix in advance a date, not exceeding seventy days preceding
the date of any meeting of Shareholder, or to the date for the payment of any
dividends or for the allotment of rights, or to the date when any exchange or
reclassification of shares shall be effective, as the record date for
determination of Shareholders entitled to notice of, or to vote at, such
meeting, or Shareholders entitled to receive payment of any such dividend or to
receive any such allotment of rights, or to exercise rights in respect to any
exchange or reclassification of shares; and the Shareholders of record on such
date of closing the transfer books, or on the record date so fixed, shall be the
Shareholders entitled to notice of and to vote at, such meeting, or to receive
payment of such dividend, or to receive such allotment of rights, or to exercise
such rights in the event of an exchange or reclassification of shares, as the
case may be.  If the Board of Directors shall not have closed the transfer books
or set a record date for the determination of its stockholders entitled to vote
as hereinabove provided, no person shall be admitted to vote directly or by
proxy except those in whose names the shares of the Corporation shall have stood
on the transfer books on a date fifty days previous to the date of the meeting.

     SECTION 8.  VOTING LISTS:  At least ten days before each meeting of
Shareholders, the officer or agent having charge of the transfer book for shares
of the Corporation shall make a complete list of the Shareholders entitled to
vote at such meeting, arranged in alphabetical order with the address of, and
the number of shares held by, each Shareholder which list, for a period of ten
days prior to such meeting, shall be kept on file at the registered office of
the Corporation and shall be subject to inspection by any Shareholder at any
time during usual business hours.  Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to inspection of
any Shareholder during the whole time of the meeting.  The original share ledger
or transfer book, or a duplicate thereof kept in this state, shall be prima
facie evidence as to who are the Shareholders entitled to examine such list or
share ledger or transfer book or to vote at any meeting of Shareholders.

     SECTION 9.  QUORUM:  A majority of the outstanding shares of the
Corporation, represented in person or by proxy, shall constitute a quorum at any
meeting of the Shareholders; provided, that if less than a majority of the
outstanding shares are represented at said meeting, a majority of the shares so
represented may adjourn the meeting, from time to time, without further notice,
to a date not longer than ninety days from the date originally set for such
meeting.

     SECTION 10.  PROXIES:  At all meetings of Shareholders, a Shareholder may
vote by proxy executed in writing by the Shareholder or by his duly authorized
attorney-in-fact.  Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting.  No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.


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     SECTION 11.  VOTING OF SHARES:  Subject to the provisions of Section 13,
each outstanding share of capital stock having voting rights shall be entitled
to one vote upon each matter submitted to a vote at a meeting of Shareholders.

     SECTION 12.  VOTING OF SHARES BY CERTAIN HOLDERS:  Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the bylaws of such corporation may prescribe, or, in the
absence of such provision, as the Board of Directors of such corporation may
determine.

     Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy.  Shares standing in the
name of a guardian, conservator, or trustee may be voted by such fiduciary,
either in person or by proxy, but no guardian, conservator, or trustee shall be
entitled, as such fiduciary, to vote shares held by him without a transfer of
such shares into his name.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.

     A Shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     SECTION 13.  VACANCIES AND NEWLY CREATED DIRECTORSHIPS; NOMINATIONS OF
DIRECTORS; ELECTION.

     (a)  Newly created directorships resulting from any increase in the number
of Directors and any vacancies on the Board resulting from death, resignation,
disqualification, removal, or other cause will be filled solely by the
affirmative vote of a majority of the remaining Directors then in office, even
though less than a quorum of the Board, or by a sole remaining Director.  Any
Director elected in accordance with the preceding sentence will hold office for
the remainder of the full term of the class of Directors in which the new
directorship was created or the vacancy occurred and which the new directorship
was created or the vacancy occurred and until such Director's successor is
elected and qualified.  No decrease in the number of Directors constituting the
Board will shorten the term of an incumbent Director.

     (b)  Other than persons nominated and elected pursuant to Paragraph (a),
only persons who are nominated in accordance with the following procedures will
be eligible for election as Directors of the Corporation.

     (c)  Nominations of persons for election as Directors of the Corporation
may be made at a meeting of stockholders (i) by or at the direction of the Board
(including the Director Nomination and Compensation Committee thereof) or (ii)
by any stockholder who is a stockholder of record at the time of giving of
notice provided for in this Bylaw 13 who is entitled to vote for the election of
such Director at the meeting and who complies with the procedures set forth in
this Bylaw 13.  All nominations by stockholders must be made pursuant to timely
notice in proper written form to the Secretary.

     (d)  To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
90 calendar days prior to the meeting.  To be in proper written form, such
stockholder's notice must set forth or include (i) the name and address, as they
appear on the Corporation's books, of the stockholder giving the notice and of
the beneficial owner, if any, on whose behalf the nomination is made; (ii) a
representation that the stockholder giving the notice is a stockholder of record
of the Corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting for such Director to nominate the person or
persons specified in the notice; (iii) the number of shares of stock of the
Corporation owned beneficially and of record by the stockholder giving the
notice


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and by the beneficial owner, if any, on whose behalf the nomination is made;
(iv) a description of all arrangements or understandings between or among any
of (A) the stockholder giving the notice, (B) the beneficial owner, if any,
on whose behalf the notice is given, (C) each nominee, and (D) any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder giving the
notice; (v) such other information regarding each nominee proposed by the
stockholder giving the notice as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated, or intended to be nominated, by
the Board; and (vi) the signed consent of each nominee to serve as a Director
of the Corporation if so elected. At the request of the Board, any person
nominated by the Board for election as a Director must furnish to the
Secretary that information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee.  The presiding officer of the
meeting for election of Directors will, if the facts warrant, determine that
a nomination was not made in accordance with the procedures prescribed by
this Bylaw 13, and if so determined, so declare to the meeting and the
defective nomination will be disregarded.

     (e)  Stockholders shall not have a right to cumulate their votes for
Directors.  Directors shall be elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present.

     SECTION 14.  INFORMAL ACTION BY SHAREHOLDERS:  Any action required to be
taken at a meeting of the Shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the Shareholders entitled to vote with respect to the subject matter thereof.

     SECTION 15.  REMOVAL OF DIRECTORS:  The Shareholders shall have the power
by a two-thirds vote of the holders of shares at any regular meeting or special
meeting expressly called for that purpose, to remove any director from office
with or without cause.

                                     ARTICLE III

                                      Directors

     SECTION 1.  POWERS OF THE BOARD OF DIRECTORS:  The property and business of
the Corporation shall be managed by the directors, acting as a Board.  The Board
of Directors shall have and is vested with all and unlimited powers and
authorities, except as may be expressly limited by law, the Articles of
Incorporation or by these Bylaws, to do or cause to be done any and all lawful
things for and in behalf of the Corporation, to exercise or cause to be
exercised any or all of its powers, privileges and franchises, and to seek the
effectuation of its objects and purposes.

     SECTION 2.  NUMBER, TENURE AND QUALIFICATIONS:  The provisions of Article
VI of the Corporation's Articles of Incorporation provide for an indefinite
number of directors, not less than seven (7) nor more than twelve (12), and
require the exact number of directors to be set forth in the Bylaws.  It is
specified that the Corporation shall have nine (9) directors.  Such number may
be increased or decreased from time to time within the above-mentioned limits by
amendment of these Bylaws.  Directors representing any such increase shall be
elected by the Shareholders of the Corporation.  Each director shall hold office
for the term for which he is elected or until his successor shall have been duly
elected and qualified.

     SECTION 3.  REGULAR MEETINGS:  A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw, immediately after, and at
the same place as the annual meeting of Shareholders.  The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Missouri, for the holding of additional regular meetings with notice of
such resolution to all directors.

     SECTION 4.  SPECIAL MEETINGS:  Special meetings of the Board of Directors
may be called by or at the request of the President or any two directors.  The


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person or persons authorized to call special meetings of the Board of Directors
may fix any place in the United States, either within or without the State of
Missouri, as the place for holding any special meeting of the Board of Directors
called by them.

     SECTION 5.  NOTICE:  Notice of any special meeting shall be given  at
least  five  days  previous thereto by written notice delivered personally or
mailed to each director at his business address, or by telegram provided,
however, that if the designated meeting place is without the State of Missouri,
an additional five days notice be given.  If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail in a sealed envelope so
addressed, with postage thereon prepaid.  If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company.  Any director may waive notice of any meeting.  The
attendance of a director at any meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting that the transaction of any business because the meeting is not
lawfully called or convened.  Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.

     SECTION 6.  QUORUM:  A majority of the Board of Directors shall constitute
a quorum for the transaction of business at any meeting of the Board of
Directors, provided that if less than a majority of the directors are present at
said meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.

     SECTION 7.  MANNER OF ACTING:  The act of the majority of the directors
present at a meeting of the directors at which a quorum is present shall be the
act of the Board of Directors.

     SECTION 8.  VACANCIES:  In case of the death or resignation or
disqualification of one or more of the directors, a majority of the survivors or
remaining directors may fill such vacancy or vacancies until the successor or
successors are elected at the next annual meeting of the Shareholders.  A
director elected to fill a vacancy shall serve as such until the next annual
meeting of the Shareholders.

     SECTION 9.  COMPENSATION:  Directors shall be entitled to receive the
annual fee as shall be determined from time to time by resolution of the Board
of Directors; provided that any such fee shall be applicable only to subsequent
terms of the Board of Directors.  In addition, the Board of Directors by
resolution may establish a fixed sum to be paid for attendance at each regular
or special meeting of the Board of Directors; provided that any such fee shall
be applicable only to subsequent terms of the reasonable out of pocket expenses
incurred by the directors in attendance at any special or regular meeting of the
Board of Directors.  Notwithstanding the foregoing, nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.

     SECTION 10.  APPOINTMENT OF COMMITTEES:  The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, designate one
or more committees, each committee to consist of two or more of the directors of
the Corporation, which to the extent provided in said resolution or resolutions,
in the management of the business and affairs of the Corporation, and may have
power to authorize the seal of the Corporation to be affixed to all papers which
may require it.  Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors.

     SECTION 11.  ADVISORY DIRECTOR:  The Board of Directors of the Corporation
may, in its sole discretion, select one Advisory Director per year from the
group consisting of (i) the Presidents of the Corporation's subsidiaries or (ii)
the executive officers of the Corporation; provided, that the outstanding common
stock of such subsidiaries must be at least eighty percent (80%) owned by the
Corporation.  Said Advisory Director shall be selected at the Annual Board of
Directors' Meeting of the Corporation and shall serve for a one year period
only,


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terminating upon the earlier of the selection of a successor Advisory
Director or the expiration of one year from the date of acceptance of the
Advisory Director position.  The Advisory Director shall not be entitled to vote
on any matters on which the Board of Directors may vote.  The Advisory Director
shall not be counted for purposes of determining a majority of the Board or a
quorum present at any meeting.  The Advisory Director shall be permitted to
participate in discussion of matters coming before the Board but shall not be
authorized or empowered to present or second motions coming for consideration to
the Board of Director or otherwise present resolutions for adoption by the Board
of Directors.  Compensation for the Advisory Director shall be as determined by
the Board of Directors.

     SECTION 12.  QUALIFICATION FOR DIRECTORS:  In order to be nominated to
serve as a director of the Corporation, a nominee must not yet have attained
his/her seventieth birthday.  Directors who shall have attained his/her
seventieth birthday may not be renominated to serve another term.  However, any
director who reaches his/her seventieth birthday during his/her term as a
director shall not be prohibited from completing such term by application of
this Section; provided, however, that this Section 12 shall not be applicable to
any Board member serving as of March 15, 1988.

                                      ARTICLE IV

                                       Officers

     SECTION 1.  NUMBER:  The officers of the Corporation shall be a Chairman of
the Board, a President, one or more Vice-Presidents (the number thereof to be
determined by the Board of Directors), a Treasurer, a Secretary and such other
officers as the Board may elect.  The Chairman of the Board, President and the
Vice-President or if there is more than one Vice-President, then at least one
Vice-President shall be chosen from the Members of the Board of Directors.  The
remaining officers of the Corporation need not be chosen from the Members of the
Board, but they may be so chosen.  The Board of Directors, by resolution, may
create the offices of one or more Assistant Treasurers and Assistant
Secretaries, all of whom shall be elected by the Board of Directors.

     The Board of Directors from time to time may also appoint such other
officers and agents for the Corporation as it shall deem necessary or
advisable. All appointed officers and agents shall hold their respective
positions at the pleasure of the Board of Directors or for such terms as the
Board of Directors may specify, and they shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors or by an elected officer empowered by the Board of Directors to
make such determination.

     All officers and agents of the Corporation, as between themselves and the
Corporation, shall have such authority and perform such duties in the management
of the property and affairs of the Corporation as may be provided in the Bylaws,
or, in the absence of such provisions, as may be determined by resolution of the
Board of Directors.

     SECTION 2.  DELEGATION OF AUTHORITY TO HIRE, DISCHARGE, ETC.  The Board of
Directors from time to time may delegate to the Chairman of the Board, the
President or other officer or executive employee of the Corporation, authority
to hire, discharge and fix and modify the duties, salary or other compensation
of employees of the Corporation under their jurisdiction, and the Board of
Directors may delegate to such officer or executive employee similar authority
with respect to obtaining and retaining for the Corporation the services of
attorneys, accountants and other experts.

     SECTION 3.  ELECTION AND TERM OF OFFICE:  The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of Shareholders.  If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be.  Vacancies may be filled or new
offices created and filled at any meeting of the Board of Directors.  Each
officer shall hold office until his successor shall have been duly elected and
shall have


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qualified or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided.

     SECTION 4.  REMOVAL:  Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

     SECTION 5.  VACANCIES:  A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

     SECTION 6.  CHAIRMAN OF THE BOARD:  The Chairman of the Board shall preside
at all meetings of the Shareholders and Board of Directors at which he is
present.  He shall, subject to the direction of the Board of Directors, have
general oversight over the affairs of the Corporation and shall, from time to
time, consult and advise with the President in the direction and management of
the Corporation's business and affairs.  He shall also do and perform such other
duties as may, from time to time, be assigned to him by the Board of Directors.

     SECTION 7.  PRESIDENT:  The President shall be the principal executive
officer of the Corporation and shall in general supervise and control all of the
business and affairs of the Corporation.  In the absence of the Chairman of the
Board, he shall preside at all meetings of the Shareholders and Board of
Directors.  He shall be an ex officio member of all standing committees.  He may
sign with Secretary or Treasurer or any other proper officer thereunto
authorized by the Board of Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors or any authorized committee have authorized to be
executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation, or shall be required by law to be otherwise
signed or executed; and in general shall perform such other duties as may be
prescribed by the Board of Directors from time to time.

     SECTION 8.  THE VICE-PRESIDENTS:  In the absence of the President or in the
event of his inability or refusal to act, the Vice-President (or in the event
there be more than one Vice-President, the Vice-Presidents in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President.  Any Vice-President may sign, with the Secretary or an Assistant
Secretary, or with the Treasurer or an Assistant Treasurer, certificates for
shares of the Corporation and shall perform such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.

     SECTION 9.  THE TREASURER:  If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with surety or sureties as the Board of Directors shall determine.  He
shall:  (a) have charge and custody of and be responsible for all funds and
securities of the Corporation; receive and give receipts for moneys due and
payable to the Corporation from any source whatsoever, and deposit all such
moneys in the name of the Corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of Article V
of these Bylaws; (b) in general perform all the duties as from time to time may
be assigned to him by the President or by the Board of Directors.

     SECTION 10.  THE SECRETARY:  The Secretary shall:  (a)  keep the minutes of
the Shareholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the Corporation and see that the seal
of the Corporation is affixed to all certificates for shares prior to the issue
thereof and to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized in accordance with the provisions
of these Bylaws; (d) keep a register of the post office address of each
Shareholder which shall be furnished to the Secretary by such Shareholder; (e)
sign with the President, or


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a Vice-President, certificates for shares of the corporation, the issue of
which shall have been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the Corporation; (g) in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the President or by the
Board of Directors.

     SECTION 11.  ASSISTANT TREASURERS AND ASSISTANT SECRETARIES:  The Assistant
Treasurers shall respectively, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the Board of Directors shall determine.  Assistant Secretaries and
Treasurers, as thereunto authorized by the Board of Directors, may sign with the
President or a Vice-President certificates for shares of the Corporation, the
issue of which shall have been authorized by a resolution of the Board of
Directors.  The Assistant Treasurers and Assistant Secretaries, in general,
shall perform such duties as shall be assigned to them by the Treasurer or the
Secretary, respectively, or by the President or the Board of Directors.

     SECTION 12.  SALARIES:  The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.

                                      ARTICLE V

                        Contracts, Loans, Checks and Deposits

     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 or indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.  Such authority may be
general or confined to specific instances.

     SECTION 3.  CHECKS, DRAFTS, ETC.:  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 depositaries as the Board of Directors may
select.

                                      ARTICLE VI

                      Certificates for Shares and Their Transfer

     SECTION 1.  CERTIFICATES FOR SHARES OF STOCK:  The certificates for
shares of stock of the Corporation shall be numbered, shall be in such form
as may be prescribed by the Board of Directors in conformity with law, and
shall be entered in the stock books of the Corporation as they are issued,
and such entries shall show the name and address of the person, firm,
partnership, corporation or association to whom each certificate is issued.
Each certificate shall have printed, typed or written thereon the name of the
person, firm, partnership, corporation or association to whom it is issued,
and number of shares represented thereby and shall be signed by the President
or a Vice-President, and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the Corporation and sealed with the
seal of the Corporation, which seal may be facsimile, engraved or printed.
If the Corporation has a registrar, a transfer agent, or a transfer clerk who
actually signs such certificates, the signature of any of the other officers
above mentioned may be facsimile, engraved or printed.  In case any such
officer who has signed or whose facsimile signature has been


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placed upon any such certificate shall have ceased to be such officer before
such certificate is issued, such certificate may nevertheless be issued by
the Corporation with the same effect as if such officer were an officer at
the date of its issue.

     SECTION 2.  TRANSFER OF SHARES - TRANSFER AGENT - REGISTRAR:  Transfers
of shares of stock shall be made on the stock record or transfer books of the
Corporation only by the person named in the stock certificate, or by his
attorney lawfully constituted in writing, and upon surrender of the
certificate therefor.  The stock record book and other transfer records shall
be in the possession of the Secretary or of a transfer agent or clerk for the
Corporation. The Corporation, by resolution of the Board of Directors may
from time to time appoint a transfer agent, and, if desired, a registrar,
under such arrangements and upon such terms and conditions as the Board of
Directors deems advisable; but until and unless the Board of Directors
appoints some other person, firm or corporation as its transfer agent (and
upon the revocation of any such appointment, thereafter until a new
appointment is similarly made) the Secretary of the Corporation shall be the
transfer agent or clerk of the Corporation, without the necessity of any
formal action of the Board of Directors, and the Secretary shall perform all
of the duties thereof.

     SECTION 3.  LOST OR DESTROYED CERTIFICATES:  In case of the loss or
destruction of any certificate for shares of stock of the Corporation, upon due
proof of the registered owner thereof or his representatives, by affidavit of
such loss or otherwise, the President and Secretary may issue a duplicate
certificate (plainly marked "duplicate") in its place, upon the Corporation
being fully indemnified therefor.

                                     ARTICLE VII

                                     Fiscal Year

     The fiscal year of the Corporation shall begin on the first day of January
in each year and end of the last day of December in each year.

                                     ARTICLE VIII

                                      Dividends

     The Board of Directors may from time to time, declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.

                                      ARTICLE IX

                                         Seal

     The Board of Directors shall provide a corporate seal which shall be in the
form of a circle and shall have inscribed thereon the name of the Corporation
and the words, "Corporate Seal, Missouri."

                                      ARTICLE X

                                   Waiver of Notice

     Whenever any notice whatever is required to be given under the provisions
of these Bylaws or under the provisions of the Articles of Incorporation or
under the provisions of The General and Business Corporation Act of Missouri,
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.


<PAGE>

                                      ARTICLE XI

                      Indemnification of Officers and Directors
                     Against Liabilities and Expenses in Actions

     SECTION 1.  INDEMNIFICATION IN NON-DERIVATIVE ACTIONS:  The Corporation
will indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceedings,
whether civil, criminal, administrative or investigative, other than an action
by or in the right of the Corporation, by reason of the fact that he is or was a
director (or nominee for a director position) or office of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against any expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to be the best interests
of the Corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.  The determination of
any action, suit, or proceeding by judgment, order, settlement, conviction or
upon a plead of nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to be in the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     SECTION 2.  INDEMNIFICATION IN DERIVATIVE ACTIONS:  The Corporation will
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director (or nominee for a director position) or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation; provided, however, that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable for gross negligence or misconduct in the performance of his duty
to the Corporation unless and only to the extent that the court in which the
action or suit was brought determines upon application that, despite the
adjudication of liability and in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity of such expenses which the
court shall deem proper.

     SECTION 3.  MANDATORY INDEMNIFICATION WHENEVER DEFENSE IS SUCCESSFUL:  To
the extent that a director or officer of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
above, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the action, suit or proceeding.

     SECTION 4.  EXPENSES MUST BE AUTHORIZED IN EACH CASE:  Any indemnification
under Section 1 and 2, unless ordered by a court, shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
these sections.  The determination shall be made by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to the
action, suit, proceeding, or if such a quorum is not attainable, or even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or by the Shareholders.

     SECTION 5.  EXPENSES TO BE ADVANCED:  Expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of the action, suit, or proceeding as
authorized by the Board of Directors of the Corporation in the specific case
upon receipt of an undertaking by or on behalf of said director or officer to
repay such amount to be indemnified by the Corporation.


<PAGE>

     SECTION 6.  NON-EXCLUSIVE INDEMNIFICATION:  The indemnification provided by
this section shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaw, agreement, vote of
Shareholder or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer of the Corporation and shall inure to the benefit of the heirs,
executors and administrators of such person.

     SECTION 7.  INSURANCE:  The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director (or nominee for a director
position) or officer of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of this
amendment.

                                     ARTICLE XII

                                      Amendments

     These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted at any annual meeting of the Shareholders or at any special meeting of
the Shareholders called for that purpose or at any meeting of the Board of
Directors provided, however, that the Board of Directors shall take no such
action contrary to the provisions of any resolution of the Shareholders
directing the Board not to do so.