EXHIBIT 3.ii


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                                     BYLAWS

                                       OF

                        GUARANTY FEDERAL BANCSHARES, INC.


                                    ARTICLE I

                                   Home Office

         The  home   office  of   Guaranty   Federal   Bancshares,   Inc.   (the
"Corporation") shall be at 1341 W. Battlefield,  City of Springfield,  County of
Greene, in the State of Missouri.  The Corporation may also have offices at such
other  places  within or without the State of Missouri as the board of directors
shall from time to time determine.


                                   ARTICLE II

                                  Stockholders

         SECTION  1. Place of  Meetings.  All annual  and  special  meetings  of
stockholders  shall be held at the home  office  of the  Corporation  or at such
other  place  within  or  without  the  State in which  the home  office  of the
Corporation is located as the board of directors may determine and as designated
in the notice of such meeting.

         SECTION  2.  Annual  Meeting.  A  meeting  of the  stockholders  of the
Corporation  for the election of directors and for the  transaction of any other
business of the Corporation  shall be held annually at such date and time as the
board of directors may determine.

         SECTION 3. Special  Meetings.  Special meetings of the stockholders for
any purpose or purposes  may be called at any time by the  majority of the board
of directors or by a committee of the board of directors in accordance  with the
provisions of the Corporation's Certificate of Incorporation.

         SECTION 4. Conduct of Meetings.  Annual and special  meetings  shall be
conducted in accordance  with the rules and procedures  established by the board
of directors.  The board of directors shall designate,  when present, either the
chairman of the board or president to preside at such meetings.

         SECTION 5. Notice of Meetings.  Written notice  stating the place,  day
and hour of the meeting  and the  purpose or  purposes  for which the meeting is
called shall be mailed by the  secretary or the officer  performing  his duties,
not less than ten days nor more than  sixty  days  before  the  meeting  to each
stockholder 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,
addressed to the  stockholder at his address as it appears on the stock transfer
books or records of the  Corporation as of the record date prescribed in Section
6 of this Article II, with postage thereon prepaid.  If a stockholder is present
at a meeting,  or in writing  waives notice thereof before or after the meeting,
notice  of the  meeting  to such  stockholder  shall  be  unnecessary.  When any
stockholders'  meeting,  either annual or special, is adjourned for thirty days,
notice of the  adjourned  meeting  shall be given as in the case of an  original
meeting.  It shall not be  necessary to give any notice of the time and place of
any meeting adjourned for less than thirty days or

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of the  business  to be  transacted  at such  adjourned  meeting,  other than an
announcement at the meeting at which such adjournment is taken.

         SECTION  6.  Fixing of Record  Date.  For the  purpose  of  determining
stockholders entitled to notice of or to vote at any meeting of stockholders, or
any  adjournment  thereof,  or  stockholders  entitled to receive payment of any
dividend,  or in order to make a  determination  of  stockholders  for any other
proper purpose, the board of directors shall fix in advance a date as the record
date for any such determination of stockholders.  Such date in any case shall be
not more than sixty  days,  and in case of a meeting of  stockholders,  not less
than ten days prior to the date on which the particular  action,  requiring such
determination  of  stockholders,  is  to  be  taken.  When  a  determination  of
stockholders  entitled to vote at any meeting of  stockholders  has been made as
provided in this  section,  such  determination  shall apply to any  adjournment
thereof.

         SECTION 7. Voting  Lists.  The officer or agent,  having  charge of the
stock transfer books for shares of the Corporation shall make, at least ten days
before  each  meeting of  shareholders,  a complete  record of the  stockholders
entitled  to  vote at such  meeting  or any  adjournment  thereof,  arranged  in
alphabetical  order,  with the address of and the number of shares held by each.
The record, for a period of ten days before such meeting,  shall be kept on file
at the principal office of the  Corporation,  and shall be subject to inspection
by any  shareholder  for any  purpose  germane to the meeting at any time during
usual  business  hours.  Such record shall also be produced and kept open at the
time and place of the  meeting  and shall be  subject to the  inspection  of any
stockholder  for any purpose germane to the meeting during the whole time of the
meeting.  The original  stock transfer books shall be prima facie evidence as to
who are the stockholders entitled to examine such record or transfer books or to
vote at any meeting of stockholders.

         SECTION  8.  Quorum.  A  majority  of  the  outstanding  shares  of the
Corporation  entitled  to  vote,  represented  in  person  or  by  proxy,  shall
constitute a quorum at a meeting of stockholders. If less than a majority of the
outstanding  shares are  represented  at a meeting,  a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned  meeting at which a quorum shall be present or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  notified.  The stockholders  present at a duly organized meeting may
continue to transact business until adjournment,  notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

         SECTION 9. Proxies. At all meetings of stockholders,  a stockholder may
vote by proxy executed in writing by the  stockholder or by his duly  authorized
attorney in fact.  Proxies  solicited on behalf of the management shall be voted
as  directed  by the  stockholder  or,  in the  absence  of such  direction,  as
determined  by a majority  of the board of  directors.  No proxy  shall be valid
after eleven months from the date of its execution unless otherwise  provided in
the proxy.

         SECTION 10. Voting.  At each election for directors  every  stockholder
entitled to vote at such  election  shall be entitled to one vote for each share
of  stock  held  by  him.  Unless  otherwise  provided  in  the  Certificate  of
Incorporation, by Statute, or by these Bylaws, a majority of those votes cast by
stockholders at a lawful meeting shall be sufficient to pass on a transaction or
matter.

         SECTION 11. Voting of Shares in the Name of Two or More  Persons.  When
ownership of stock stands in the name of two or more persons,  in the absence of
written  directions to the  Corporation  to the contrary,  at any meeting of the
stockholders of the Corporation any one or more of such  stockholders  may cast,
in person or by proxy,  all votes to which such  ownership is  entitled.  In the
event

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an  attempt is made to cast  conflicting  votes,  in person or by proxy,  by the
several persons in whose name shares of stock stand,  the vote or votes to which
these  persons  are  entitled  shall be cast as  directed by a majority of those
holding  such stock and  present in person or by proxy at such  meeting,  but no
votes shall be cast for such stock if a majority cannot agree.

         SECTION 12. Voting of Shares by Certain Holders. Shares standing in the
name of another  corporation may be voted by any 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 held by an
administrator,  executor,  guardian  trustee or conservator may be voted by him,
either in person or by proxy,  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 to do so is contained in
an  appropriate  order of the  court or other  public  authority  by which  such
receiver was appointed.

             A  stockholder  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.

             Neither  treasury shares of its own stock held by the  Corporation,
nor shares held by another corporation,  if a majority of the shares entitled to
vote for the  election of directors  of such other  corporation  are held by the
Corporation,  shall be voted at any meeting or counted in determining  the total
number of outstanding shares at any given time for purposes of any meeting.

             SECTION 13.  Inspectors  of Election.  In advance of any meeting of
stockholders,  the board of  directors  may  appoint  any  persons,  other  than
nominees  for office,  as  inspectors  of election to act at such meeting or any
adjournment  thereof.  The number of inspectors shall be either one or three. If
the  board  of  directors  so  appoints  either  one or three  inspectors,  that
appointment  shall not be altered at the meeting.  If inspectors of election are
not so  appointed,  the  chairman  of the board or the  president  may make such
appointment at the meeting.  In case any person  appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by  appointment  by
the board of  directors  in  advance  of the  meeting  or at the  meeting by the
chairman of the board or the president.

             Unless  otherwise  prescribed by applicable law, the duties of such
inspectors  shall  include:  determining  the  number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting,  the
existence  of a quorum,  the  authenticity,  validity  and  effect  of  proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote;  counting and
tabulating all votes or consents;  determining the result;  and such acts as may
be proper to conduct the election or vote with fairness to all stockholders.

         SECTION 14. Nominating Committee. The board of directors shall act as a
nominating  committee  for  selecting  the  management  nominees for election as
directors.  Except in the case of a nominee substituted as a result of the death
or other  incapacity of a management  nominee,  the nominating  committee  shall
deliver  written  nominations to the secretary at least twenty days prior to the
date of the annual meeting.  Provided such committee makes such nominations,  no
nominations for directors except those made by the nominating committee shall be
voted upon at the annual meeting unless other  nominations by  stockholders  are
made in writing and delivered to the secretary of the  Corporation in accordance
with the provisions of the Corporation's Certificate of Incorporation.


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         SECTION 15. New Business. Any new business to be taken up at the annual
meeting  shall  be  stated  in  writing  and  filed  with the  secretary  of the
Corporation in accordance with the provisions of the  Corporation's  Certificate
of  Incorporation.  This  provision  shall not  prevent  the  consideration  and
approval or disapproval at the annual meeting of reports of officers,  directors
and  committees,  but in connection  with such reports no new business  shall be
acted upon at such  annual  meeting  unless  stated and filed as provided in the
Corporation's Certificate of Incorporation.


                                   ARTICLE III

                               Board of Directors

         SECTION 1. General Powers.  The business and affairs of the Corporation
shall be under the direction of its board of  directors.  The board of directors
shall  annually  elect a  president  from among its members and may also elect a
chairman  of the board  from among its  members.  The board of  directors  shall
designate,  when  present,  either the chairman of the board or the president to
preside at its meetings.

         SECTION 2. Number,  Term and  Election.  The board of  directors  shall
initially  consist of six (6) members and shall be divided into three classes as
nearly equal in number as  possible.  The members of each class shall be elected
for a term of three years and until their  successors  are elected or qualified.
The board of directors  shall be classified in accordance with the provisions of
the  Corporation's  Certificate  of  Incorporation.  The board of directors  may
increase the number of members of the board of  directors  but in no event shall
the number of directors be increased in excess of fifteen.

         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  stockholders.  The board of
directors  may  provide,  by  resolution,  the time and place for the holding of
additional regular meetings without other notice than such resolution.

         SECTION 4. Special Meetings. Special meetings of the board of directors
may be  called  by or at  the  request  of the  chairman  of  the  board  or the
president,  or by one-third of the  directors.  The persons  authorized  to call
special  meetings  of the board of  directors  may fix any place in the State of
Missouri as the place for holding any special  meeting of the board of directors
called by such persons.

         Members of the board of directors may  participate in special  meetings
by means of conference  telephone or similar  communications  equipment by which
all persons participating in the meeting can hear each other. Such participation
shall  constitute  presence  in  person  but  directors  will  not  receive  any
compensation for participation in meetings by conference telephone.

         SECTION 5. Notice. Written notice of any special meeting shall be given
to each director at least two days previous thereto  delivered  personally or by
telegram or at least five days previous thereto delivered by mail at the address
at which the director is most likely to be reached.  Such notice shall be deemed
to be delivered  when  deposited in the United  States mail so  addressed,  with
postage thereon prepaid if mailed or when delivered to the telegraph  company if
sent by  telegram.  Any  director  may waive  notice of any meeting by a writing
filed  with the  secretary.  The  attendance  of a director  at a meeting  shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express  purpose of objecting to 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 meeting of the board of directors need
be specified in the notice or waiver of notice of such meeting.

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         SECTION 6.  Quorum.  A majority  of the  number of  directors  fixed by
Section 2 of this Article III shall  constitute a quorum for the  transaction of
business  at any  meeting  of the  board of  directors,  but if less  than  such
majority  is present  at a meeting,  a majority  of the  directors  present  may
adjourn the meeting from time to time.  Notice of any adjourned meeting shall be
given in the same manner as prescribed by Section 5 of this Article III.

         SECTION 7. Manner of Acting.  The act of the majority of the  directors
present at a meeting at which a quorum is present  shall be the act of the board
of  directors,  unless a  greater  number is  prescribed  by these  Bylaws,  the
Certificate of Incorporation, or the laws of Delaware.

         SECTION 8. Action Without a Meeting.  Any action  required or permitted
to be taken by the  board of  directors  at a  meeting  may be taken  without  a
meeting if a consent in  writing,  setting  forth the action so taken,  shall be
signed by all of the directors.

         SECTION 9. Resignation.  Any director may resign at any time by sending
a  written  notice of such  resignation  to the home  office of the  Corporation
addressed  to the  chairman  of the  board or the  president.  Unless  otherwise
specified herein such resignation  shall take effect upon receipt thereof by the
chairman of the board or the president.

         SECTION 10. Vacancies.  Any vacancy occurring in the board of directors
shall  be  filled  in  accordance  with  the  provisions  of  the  Corporation's
Certificate  of  Incorporation.  Any  directorship  to be filled by reason of an
increase in the number of  directors  may be filled by the  affirmative  vote of
two-thirds of the directors  then in office.  The term of such director shall be
in  accordance  with  the  provisions  of  the   Corporation's   Certificate  of
Incorporation.

         SECTION 11.  Removal of Directors.  Any director or the entire board of
directors  may be  removed  for  cause  and  then  only in  accordance  with the
provisions of the Corporation's Certificate of Incorporation.

         SECTION 12. Compensation.  Directors, as such, may receive a stated fee
for their services. By resolution of the board of directors,  a reasonable fixed
sum, and reasonable  expenses of  attendance,  if any, may be allowed for actual
attendance at each regular or special meeting of the board of directors. Members
of either standing or special  committees may be allowed such  compensation  for
actual attendance at committee meetings as the board of directors may determine.
Nothing  herein shall be  construed  to preclude  any director  from serving the
Corporation in any other capacity and receiving remuneration therefor.

         SECTION 13. Presumption of Assent. A director of the Corporation who is
present at a meeting of the board of directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
his  dissent or  abstention  shall be entered in the  minutes of the  meeting or
unless he shall file his written  dissent to such action with the person  acting
as the secretary of the meeting before the adjournment  thereof or shall forward
such dissent by registered mail to the secretary of the Corporation  immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who votes in favor of such action.


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                                   ARTICLE IV

                      Committees of the Board of Directors

         The board of directors  may, by resolution  passed by a majority of the
whole  board,  designate  one or more  committees,  as they may  determine to be
necessary or appropriate for the conduct of the business of the Corporation, and
may prescribe the duties,  constitution and procedures  thereof.  Each committee
shall  consist  of one or more  directors  of the  Corporation.  The  board  may
designate one or more directors as alternate  members of any committee,  who may
replace any absent or disqualified member at any meeting of the committee.

         The board of directors shall have power,  by the affirmative  vote of a
majority  of the  authorized  number of  directors,  at any time to  change  the
members of, to fill  vacancies  in, and to discharge any committee of the board.
Any member of any such  committee may resign at any time by giving notice to the
Corporation  provided,  however,  that notice to the board,  the chairman of the
board,  the chief  executive  officer,  the chairman of such  committee,  or the
secretary  shall  be  deemed  to  constitute  notice  to the  Corporation.  Such
resignation  shall take effect upon  receipt of such notice or at any later time
specified therein;  and, unless otherwise specified therein,  acceptance of such
resignation shall not be necessary to make it effective.  Any member of any such
committee  may be removed at any time,  either  with or  without  cause,  by the
affirmative  vote of a majority of the  authorized  number of  directors  at any
meeting of the board called for that purpose.


                                    ARTICLE V

                                    Officers

         SECTION  1.  Positions.  The  officers  of the  Corporation  shall be a
president,  one or more vice  presidents,  a secretary and a treasurer,  each of
whom shall be elected by the board of directors. The board of directors may also
designate the chairman of the board as an officer.  The  president  shall be the
chief executive officer unless the board of directors designates the chairman of
the board as chief executive  officer.  The president shall be a director of the
Corporation.  The offices of the secretary and treasurer may be held by the same
person and a vice  president may also be either the secretary or the  treasurer.
The board of directors may  designate  one or more vice  presidents as executive
vice president or senior vice  president.  The board of directors may also elect
or  authorize  the  appointment  of such other  officers as the  business of the
Corporation may require. The officers shall have such authority and perform such
duties as the board of directors  may from time to time  authorize or determine.
In the absence of action by the board of directors, the officers shall have such
powers and duties as generally pertain to their respective offices.

         SECTION 2. 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 the  shareholders.  If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible.  Each officer shall hold office until his successor
shall have been duly elected and  qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter  provided.  Election
or  appointment  of an officer,  employee  or agent  shall not of itself  create
contract  rights.  The board of directors may authorize the Corporation to enter
into an employment

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contract  with any officer in  accordance  with state law; but no such  contract
shall  impair the right of the board of  directors  to remove any officer at any
time in accordance with Section 3 of this Article V.

         SECTION 3. Removal. Any officer may be removed by vote of two-thirds of
the board of directors  whenever,  in its  judgment,  the best  interests of the
Corporation  will be served  thereby,  but such  removal,  other than for cause,
shall be without  prejudice  to the  contract  rights,  if any, of the person so
removed.

         SECTION  4.  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 5.  Remuneration.  The  remuneration  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 VI

                      Contracts, Loans, Checks and Deposits

         SECTION 1.  Contracts.  To the extent  permitted by applicable law, and
except as otherwise prescribed by the Corporation's Certificate of Incorporation
or these Bylaws with respect to certificates for shares,  the board of directors
may authorize any officer,  employee,  or agent of the Corporation to enter into
any contract or execute and deliver any  instrument in the name of and on behalf
of the  Corporation.  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 evidence of  indebtedness  shall be issued in its name unless
authorized by 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 one or more officers,  employees or
agents  of the  Corporation  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 any of its duly authorized depositories as the board of directors may select.


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                                   ARTICLE VII

                   Certificates for Shares and Their Transfer

         SECTION 1. Certificates for Shares. The shares of the Corporation shall
be represented by certificates  signed by the chairman of the board of directors
or by the president or a vice president and by the treasurer or by the secretary
of the  Corporation,  and may be sealed  with the seal of the  Corporation  or a
facsimile  thereof.  Any  or all of the  signatures  upon a  certificate  may be
facsimiles  if  the  certificate  is  countersigned  by  a  transfer  agent,  or
registered by a registrar,  other than the Corporation  itself or an employee of
the Corporation.  If any officer who has signed or whose facsimile signature has
been placed upon such  certificate  shall have ceased 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 its issue.

         SECTION 2. Form of Share  Certificates.  All certificates  representing
shares issued by the Corporation  shall set forth upon the face or back that the
Corporation  will furnish to any  shareholder  upon request and without charge a
full  statement  of the  designations,  preferences,  limitations,  and relative
rights of the shares of each class  authorized to be issued,  the  variations in
the relative  rights and  preferences  between the shares of each such series so
far as the same have been fixed and  determined,  and the authority of the board
of  directors  to fix and  determine  the  relative  rights and  preferences  of
subsequent series.

         Each certificate representing shares shall state upon the face thereof:
that the Corporation is organized  under the laws of the State of Delaware;  the
name of the person to whom issued;  the number and class of shares;  the date of
issue; the designation of the series, if any, which such certificate represents;
the par value of each share represented by such certificate, or a statement that
the shares are  without  par value.  Other  matters in regard to the form of the
certificates shall be determined by the board of directors.

         SECTION 3. Payment for Shares.  No certificate  shall be issued for any
shares until such share is fully paid.

         SECTION  4. Form of  Payment  for  Shares.  The  consideration  for the
issuance  of  shares  shall be paid in  accordance  with the  provisions  of the
Corporation's Certificate of Incorporation.

         SECTION 5.  Transfer of Shares.  Transfer of shares of capital stock of
the Corporation  shall be made only on its stock transfer  books.  Authority for
such  transfer  shall be given  only by the  holder of record  thereof or by his
legal representative, who shall furnish proper evidence of such authority, or by
his attorney  thereunto  authorized by power of attorney duly executed and filed
with  the  Corporation.  Such  transfer  shall  be made  only on  surrender  for
cancellation of the certificate for such shares. The person in whose name shares
of capital  stock stand on the books of the  Corporation  shall be deemed by the
Corporation to be the owner thereof for all purposes.

         SECTION 6. Stock Ledger.  The stock ledger of the Corporation  shall be
the only evidence as to who are the  stockholders  entitled to examine the stock
ledger,  the list  required  by  Section  7 of  Article  II or the  books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

         SECTION 7. Lost  Certificates.  The board of directors may direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Corporation alleged to have been lost, stolen, or

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destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate of stock to be lost, stolen, or destroyed. When authorizing such
issue of a new certificate, the board of directors may, in its discretion and as
a condition  precedent to the issuance thereof,  require the owner of such lost,
stolen,  or  destroyed  certificate,  or his legal  representative,  to give the
Corporation  a bond in such sum as it may direct as indemnity  against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen, or destroyed.

         SECTION 8.  Beneficial  Owners.  The  Corporation  shall be entitled to
recognize the exclusive  right of a person  registered on its books as the owner
of shares to  receive  dividends,  and to vote as such  owner,  and shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other person,  whether or not the Corporation shall have express
or other notice thereof, except as otherwise provided by law.


                                  ARTICLE VIII

                            Fiscal Year; Annual Audit

         The fiscal year of the Corporation shall end on the last day of June of
each year. The Corporation  shall be subject to an annual audit as of the end of
its fiscal year by independent public  accountants  appointed by and responsible
to the board of directors.


                                   ARTICLE IX

                                    Dividends

         Subject to the  provisions  of the  Certificate  of  Incorporation  and
applicable  law, the board of directors may, at any regular or special  meeting,
declare dividends on the Corporation's  outstanding capital stock. Dividends may
be paid in cash, in property or in the Corporation's own stock.


                                    ARTICLE X

                                 Corporate Seal

         The  corporate  seal of the  Corporation  shall be in such  form as the
board of directors shall prescribe.



                                       -9-


<PAGE>


                                   ARTICLE XI

                                   Amendments

         In accordance  with the  Corporation's  Certificate  of  Incorporation,
these Bylaws may be repealed,  altered, amended or rescinded by the stockholders
of the Corporation  only by vote of not less than 80% of the outstanding  shares
of capital stock of the  Corporation  entitled to vote generally in the election
of directors (considered for this purpose as one class) cast at a meeting of the
stockholders  called for that  purpose  (provided  that notice of such  proposed
repeal,  alternation,  amendment or rescission is included in the notice of such
meeting).  In  addition,  the board of  directors  may repeal,  alter,  amend or
rescind  these Bylaws by vote of a majority of the board of directors at a legal
meeting held in accordance with the provisions of these Bylaws.




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