AMERICAN GASOHOL REFINERS, INC.

                             AMENDED BYLAWS

                               ARTICLE I

                                OFFICES

Section 1. The principal office shall be in the City of Wichita, Kansas 
and the name of the resident agent in charge thereof is L. D. Klenda.

Section 2.  The corporation may also have offices at such other places 
both within and without the State of Kansas as the Board of Directors may from
time to time determine, or the business of the corporation may require.

                               ARTICLE II

                         MEETINGS OF STOCKHOLDERS

Section 1.   All meetings of the stockholders for any purpose may be 
held at such time and place, within or without the State of Kansas, as shall 
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

Section 2.   An annual meeting of stockholders commencing with the year 
1981, shall be held on the 2nd Wednesday of October of each year if not a 
legal holiday, and if a legal holiday, then on the next secular day following 
at 10 o'clock a.m., at which time the stockholders shall elect by a plurality 
vote a Board of Directors and transact such other business as may properly be 
brought before the meeting.

Section 3.  Written notice of the annual meeting shall be served upon or 
mailed to each stockholder entitled to vote thereat at such address as appears
on the books of the corporation at least seven (7) days prior to the meeting.

Section 4.  At least ten (10) days before every election of directors, a 
complete list of the stockholders entitled to vote at said election, arranged 
in alphabetical order, with the residence of each and the number of voting 
shares held by each, shall be prepared by the secretary. Such list shall be 
open at the place or in the city where the election is to be held for said ten 
(10) days, to the examination of any stockholder, and shall be produced and 
kept at the time and place of election during the whole time thereof, and 
subject to the inspection of any stockholder who may be present.

Section 5.  Special meetings of the stockholders for any purpose or 
purposes, unless otherwise prescribed by statute or by the certificate of 
incorporation, may be called by the president and shall be called by the 
president or secretary at the request, in writing, of a majority of the Board 
of Directors, or at the request in writing of stockholders owning a majority 
in amount of the entire capital stock of the corporation issued and 
outstanding and entitled to vote. Such request shall state the purpose or 
purposes of the proposed meeting.

Section 6.  Written notice of a special meeting of stockholders, stating 
the time and place and object thereof, shall be served upon or mailed to each 
stockholder entitled to vote thereat at such address as appears on the books 
of the corporation, at least seven (7) days before such meeting.


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Section 7.  Business transacted at all special meetings shall be 
confined to the objects stated in the call.

Section 8.  The holders of a majority of the stock issued and 
outstanding and entitled to vote thereat, present in person or represented by 
proxy, shall be requisite and shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by 
statute, by the certificate of incorporation or by these Bylaws. If, however, 
such quorum shall not be present or represented at any meeting of the 
stockholders, the stockholders entitled to vote thereat, present in person or 
represented by proxy, shall have power to adjourn the meeting from time to 
time, without notice other than announcement at the meeting, until a quorum 
shall be present or represented. 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.

Section 9.  When a quorum is present at any meeting, the vote of the 
holders of a majority of the stock having voting power present in person or 
represented by proxy shall decide any question brought before such meeting, 
unless the question is one upon which, by express provision of the statutes or 
of the certificate of incorporation or of these Bylaws, a different vote is 
required in which case such express provision shall govern and control the 
decision of such question.

Section 10.  At any meeting of the stockholders, every stockholder 
having the right to vote shall be entitled to vote in person, or by proxy 
appointed by an instrument in writing subscribed by such stockholder and 
bearing a date not more than three (3) years prior to said meeting, unless 
said instrument provides for a longer period. Each stockholder shall have one 
vote for each share of stock having voting power, registered in his name on 
the books of the corporation.

Except where the transfer books of the corporation shall have been 
closed or a date shall have been fixed as a record date for the determination 
of its stockholders entitled to vote, no share of stock shall be voted on at 
any election of directors which shall have been transferred on the books of 
the corporation within twenty (20) days next preceding such election of 
directors.

Section 11.   Whenever the vote of stockholders at a meeting thereof 
is required or permitted to be taken in connection with any corporate action 
by any provisions of the statutes or of the certificate of incorporation or of
these Bylaws, the meeting and vote of stockholders may be dispensed with, if 
all the stockholders who would have been entitled to vote upon the action if 
such meeting were held, shall consent in writing to such corporate action 
being taken.

                              ARTICLE III

                               DIRECTORS

Section 1.  The number of directors which shall constitute the whole 
Board shall be set from time to time as determined by the Board of Directors.
The directors shall be elected at the annual meeting of the stockholders 
except as provided in Section 2 of this Article and each director elected 
shall hold office until his successor shall be elected and shall qualify. 
Directors need not be stockholders.

Section 2.  If any vacancies occur in the Board of Directors caused by 
death, resignation, retirement, disqualification or removal from office of any
directors or otherwise, or any new directorship is created by any increase in 
the authorized number of directors, a majority of the directors then in 
office, though less than a quorum, may choose a successor or successors, or 
fill the newly created directorship and the directors so chosen shall hold 
office until the next annual election of directors and until their successors 
shall be duly elected and qualified, unless sooner displaced.


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Section 3.  The property and business of the corporation shall be 
managed by its board of directors which may exercise all such powers of the 
corporation and do all such lawful acts and things as are not, by statute or 
by the certificate of incorporation or by these Bylaws, required to be 
exercised or done by the stockholders.

                            MEETINGS OF THE BOARD

Section 4.  The directors of the corporation may hold their meetings, 
both regular and special, either within or without the state of Kansas.

Section 5.  The first meeting of each newly elected Board shall be held 
at such time and place as shall be fixed by the vote of the stockholders at 
the annual meeting and no notice of such meeting shall be necessary to the 
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present, or they may meet at such place and time as shall be 
fixed by the consent in writing of all the directors.

Section 6.  Regular meetings of the Board may be held without notice at 
such time and place as shall from time to time be determined by the Board.

Section 7.  Special meetings of the Board may be called by the president 
on seven (7) days' notice of each director, either personally or by mail or by
telegram; special meetings shall be called by the president or secretary in 
like manner and on like notice on the written request of two (2) directors.  
Special meetings may be held without notice if all directors consent in 
writing to any such meeting, and the place and time for such meeting shall be 
fixed by the written consent to the particular meeting.

Section 8.  At all meetings of the Board, the presence of a majority of 
the directors shall be necessary and sufficient to constitute a quorum for the 
transaction of business and the act of a majority of the directors present at 
any meeting at which there is a quorum shall be the act of the Board of 
Directors except as may be otherwise specifically provided by statute or by 
the certificate of incorporation or by these Bylaws. If a quorum shall not be 
present at any meeting of directors, the directors present thereat may adjourn 
the meeting from time to time, without notice other than announcement at the 
meeting, until a quorum shall be present. The directors shall choose one of 
their number to serve as Chairman of the Board of Directors.

                          COMMITTEES OF DIRECTORS

    Section 9.  The Board of Directors, by resolution passed by a majority of 
the whole Board, may designate one or more committees with each committee to 
consist of two or more of the directors of the corporation which, to the 
extent provided in side resolution, shall have and may exercise the powers of 
the Board of Directors 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.



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                         COMPENSATION OF DIRECTORS

Section 10.  Directors, as such, shall not receive any stated salary for 
their services but by resolution of the Board, a fixed sum and expenses of 
attendance, if any, may be allowed for attendance at each regular or special 
meeting of the Board; provided that nothing herein contained shall be 
construed to preclude any director from serving the corporation in any other 
capacity and receiving compensation therefor. Members of special or standing 
committees may be allowed like compensation for attending committee meetings.

                                ARTICLE IV

                                 NOTICES

Section 1.  Whenever under the provisions of the statutes or of the 
certificate of incorporation or of these Bylaws, notice is required to be 
given to any director or stockholder, it shall not be construed to mean 
personal notice but such notice may be given in writing, by mail, addressed to
such director or stockholder at such address as appears on the books of the 
corporation and such notice shall be deemed to be given at the time when the 
same shall be thus mailed.

Section 2.  Whenever any notice is required to be given under the 
provisions of the statutes or of the certificate of incorporation, or by 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 V

                                 OFFICERS

Section 1.  The officers of the corporation shall be chosen by the 
directors and shall be a president, executive vice president, vice president, 
secretary and treasurer. The Board of Directors may also choose additional 
vice presidents and one or more assistant secretaries and assistant 
treasurers. Two or more offices may be held by the same person; except that 
the offices of president and secretary shall not be held by the same person.

Section 2.  The Board of Directors, at its first meeting after each 
annual meeting of stockholders shall choose a president from its members, and 
shall choose an executive vice president, one or more vice presidents, a 
secretary and a treasurer, none of whom need be a member of the Board.

Section 3.  The Board may appoint such other officers and agents as it 
shall deem necessary who shall hold their offices for such terms and shall 
exercise such powers and perform such duties as shall be determined from time 
to time by the Board.

Section 4. The salaries of all officers and agents of the corporation 
shall be fixed by the Board of Directors.

Section 5.  The officers of the corporation shall hold office until 
their successors are chosen and qualify in their stead. Any officer elected or 
appointed by the Board of Directors may be removed at any time by the 
affirmative vote of a majority of the whole Board of Directors. If the office 
of any officer becomes vacant for any reason, the vacancy shall be filled by 
the Board of Directors.


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                                THE PRESIDENT

Section 6.  The president shall be the chief executive officer of the 
corporation; he shall preside at all meetings of the stockholders, shall be ex
officio a member of all standing committees, shall have general and active 
management of the business of the corporation and shall see that all orders 
and resolutions of the Board are carried into effect.

Section 7.  He shall execute deeds and conveyances of real or personal 
property, assignments and releases of oil and gas leases, bonds, mortgages and
other contracts requiring a seal, under the seal of the corporation, except 
where required or permitted by law to be otherwise signed and executed and 
except where the signing and execution thereof shall be expressly delegated by 
the Board of Directors to some other officer or agent of the corporation.

                               VICE PRESIDENTS

  Section 8.  The vice presidents in the order of their seniority shall, in 
the absence or disability of the president, perform the duties and exercise 
the powers of the president and shall perform such other duties as the Board 
of Directors shall prescribe.

                    SECRETARY AND ASSISTANT SECRETARIES

Section 9.  The secretary shall attend all sessions of the Board and all 
meetings of the stockholders and record all votes and the minutes of all 
proceedings in a book to be kept for that purpose and shall perform like 
duties for the standing committees when required. He shall give, or cause to 
be given, notice of all meetings of the stockholders and special meetings of 
the Board of Directors and shall perform such other duties as may be pre-
scribed by the Board of Directors or president under whose supervision he 
shall be. He shall keep in safe custody the seal of the corporation and when 
authorized by the Board, affix the same to any instrument requiring it and 
when so affixed, it shall be attested by his signature or by the signature of 
the Treasurer or an assistant secretary.

Section 10.  The assistant secretaries in order of their seniority 
shall, in the absence or disability of the secretary, perform the duties and 
exercise the powers of the secretary and shall perform such other duties as 
the Board of Directors shall prescribe.


                      TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds 
and securities and shall keep full and accurate accounts of receipts and 
disbursements in books belonging to the corporation and shall deposit all 
monies and other valuable effects in the name and to the credit of the 
corporation in such depositories as may be designated by the Board of 
Directors.

Section 12.  He shall disburse the funds of the corporation as may be 
ordered by the Board, taking proper vouchers for such disbursements and shall 
render to the president and directors at the regular meetings of the Board, or 
whenever they may require it, an account of all his transactions as treasurer 
and of the financial condition of the corporation.


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Section 13.  If required by the Board of Directors, he shall give 
the corporation a bond (which shall be renewed every six (6) years) in such 
sum and with such surety or sureties as shall be satisfactory to the Board for
the restoration to the corporation, in case of his death, resignation, 
retirement or removal from office of all books, papers, vouchers, money and 
other property of whatever kind in his possession or under his control 
belonging to the corporation.

Section 14.  The assistant treasurers in the order of their seniority 
shall, in the absence or disability of the treasurer, perform the duties and 
exercise the powers of the treasurer and shall perform such other duties as 
the Board of Directors shall prescribe.

                              ARTICLE VI

                         CERTIFICATES OF STOCK

Section 1.  The certificates of stock of the corporation shall be 
numbered and shall be entered in the books of the corporation as they are 
issued. They shall exhibit the holder's name and number of shares and shall be
signed by the president or vice president and the treasurer or an assistant 
treasurer or the secretary or an assistant secretary. If any stock certificate 
is signed (i) by a transfer agent or an assistant transfer agent, or (ii) by a 
transfer clerk acting on behalf of the corporation and a registrar, the 
signature of any such officer may be facsimile.

                          LOST CERTIFICATES

Section 2.  The Board of Directors may direct a new certificate or 
certificates to be issued in place of any certificate or certificates 
theretofore issued by the corporation alleged to have been lost or destroyed, 
upon the making of an affidavit of that fact by the person claiming the 
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may in its discretion 
and as a condition precedent to the issuance thereof, require the owner of 
such lost or destroyed certificate or certificates, or his legal 
representative, to advertise the same in such manner as it shall require 
and/or 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 or destroyed.

                          TRANSFERS OF STOCK

Section 3.  Upon surrender to the corporation or the transfer agent of 
the corporation of a certificate for shares duly endorsed or accompanied by 
proper evidence of succession, assignment or authority to transfer, it shall 
be the duty of the corporation to issue a new certificate to the person 
entitled thereto, cancel the old certificate and record the transaction upon 
its books.

                       CLOSING OF TRANSFER BOOKS

Section 4.  The Board of Directors may close the stock transfer books of 
the corporation for a period not exceeding fifty (50) days preceding the date 
of any meeting of stockholders or the date for 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 or for a period of not 
exceeding fifty (50) days in connection with obtaining the consent of 
stockholders for any purpose.  In lieu of closing the stock transfer books as 
aforesaid, the Board of Directors may fix in advance a date not exceeding 
fifty (50) days preceding the date of any meeting of stockholders 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, or a date in connection with 
obtaining such consent, as a record date for the determination of the 
stockholders entitled to notice of and to vote at any such meeting and any 
adjournment thereof, or entitled to receive payment of any such dividend or to



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any such allotment of rights or to exercise the rights in respect of any such 
change, conversion or exchange of capital stock or to give consent and in such
case such stockholders and only such stockholders as shall be stockholders of 
record on the date so fixed shall be entitled to such notice of and to vote at
such meeting and any adjournment thereof, or to receive payment of such 
dividend or to receive such allotment of rights, or to exercise such rights or
to give consent as the came may be, notwithstanding any transfer of any stock 
on the books of the corporation after such record date fixed as aforesaid.

                          REGISTERED STOCKHOLDERS

Section 5. The corporation shall be entitled to treat the holder of 
record of any share or shares of stock as the holder in fact thereof and 
accordingly, shall not be bound to recognize any equitable or other claim to 
or interest in such share or shares on the part of any other person, whether 
or not it shall have express or other notice, except an otherwise provided by 
the laws of Kansas.


                               ARTICLE VII
                           GENERAL PROVISIONS

                                DIVIDENDS

Section 1.  Dividends upon the capital stock of the corporation, subject 
to the provisions of the certificate of incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law. 
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

Section 2.   Before payment of any dividend, there may be set aside out 
of any funds of the corporation available for dividends such sum or sums as 
the directors from time to time in their absolute discretion think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for 
repairing or maintaining any property of the corporation or for such other 
purpose as the directors shall think conducive to the interest of the 
corporation, and the directors may modify or abolish any such reserve in the 
manner in which it was created.

                            ANNUAL STATEMENT

Section 3.  The Board of Directors shall present at each annual meeting 
and when called for by vote of the stockholders at any special meeting of the 
stockholders, a full and clear statement of the business and condition of the 
corporation.

                                 CHECKS

Section 4.  All checks or demands for money and notes of the corporation 
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                               FISCAL YEAR

Section 5.  The fiscal year of the corporation shall be fixed by 
resolution of the Board of Directors.



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                                  SEAL

Section 6.  The corporate seal shall have inscribed thereon the name of 
the corporation, the year of its organization and the word "Kansas."  Said 
seal may be used by causing it or a facsimile thereon to be impressed or 
affixed or reproduced cc otherwise.

                               ARTICLE VIII

                                AMENDMENTS

Section 1.   These Bylaws may be altered or repealed at any regular 
meeting of the stockholders or at any special meeting of the stockholders at 
which a quorum is present or represented, provided notice of the proposed 
alteration or repeal be contained in the notice of such special meeting, by 
the affirmative vote of a majority of the stock entitled to vote at such 
meeting and present or represented thereat or by the affirmative vote of a 
majority of the stock entitled to vote at such meeting and present or 
represented thereat, or by the affirmative vote of a majority of the Board of 
Directors at any regular meeting of the Board or at any special meeting of 
the Board if notice of the proposed alteration or repeal be contained in the 
notice of such special meeting; provided, however, that no change of the time 
or place of the meeting for the election of directors shall be made within 
sixty (60) days next before the day on which such meeting is to be held, and 
that in case of any change of such time or place, notice thereof shall be 
given to each stockholder in person or by letter mailed to his last known 
address at least twenty (20) days before the meeting is held.

                                         The above constitutes the 
                                         Bylaws adopted by the Board of 
                                         Directors at their meeting old 
                                         on the 15th day of January 1981.

                                         By:  /s/ L. D. Klenda
                                              L.D. Klenda



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Exhibit 3.6


                         AMENDMENT TO ARTICLE III
                    SECTION ONE AND TWO OF BYLAWS OF
                         HIGH PLAINS CORPORATION

        ____________________________________________________________

                               SECTION ONE

  The number of directors which shall constitute the whole board shall be set 
from time to time as determined by the Board of Directors.  There shall be 
three classes of directors, with an equal number of directors elected to each 
class.  The term of office of the first class of directors shall expire at the
first annual meeting of stockholders following the adoption of this amended 
Section One; the term of office of the second class shall expire at the second
annual meeting following the adoption of this amended Section One; the term of
office of the third class shall expire at the third annual meeting following 
the adoption of this amended Section One.  Thereafter, each class of directors
shall, upon the expiration of their respective terms, be elected for three 
year terms to expire on the date of the third annual meeting following their 
election.  The directors shall be elected at the appropriate annual meetings 
of the stockholders except as provided in Section Two of this Article, and 
each director elected shall hold office until his successor shall be elected 
and shall qualify.  Directors need not be stockholders.

                               SECTION TWO

  If any vacancies occur in the Board of Directors caused by death, 
resignation, retirement, disqualification or removal from office of any 
directors or otherwise, or any new directorship is created by any increase in 
the authorized number of directors, a majority of the directors then in 
office, though less than a quorum, may choose a successor or successors, or 
fill the newly created directorship, and the directors so chosen shall hold 
office until the next scheduled election for the class of directors in which 
the position was assumed, and until their successors shall be duly elected and
qualified, unless sooner displaced.


  I certify that the Bylaws of High Plains Corporation were amended, in the 
manner specified above, at the annual meeting of Stockholders held on March 6,
1986.


                                          /s/ Gerald J. Kathol
                                              Secretary-Treasurer 




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Exhibit 3.7

                           AMENDMENT TO ARTICLE V
                             OF THE BYLAWS OF
                          HIGH PLAINS CORPORATION



  The following sections of Article V of the High Plains Corporation Bylaws 
are hereby amended and restated in their entirety to read as follows:

                                 OFFICERS

    Section 1.  The officers of the corporation shall be chosen by the 
directors and, at the discretion of the directors, such officers shall include
a chief executive officer, president, executive vice president, vice 
president, secretary and treasurer.  The Board of Directors may also choose 
additional vice presidents and one or more assistant secretaries and assistant
treasurers.  Two or more offices may be held by the same person, except that 
the offices of president and secretary shall not be held by the same person.

    Section 2.  The Board of Directors, at its first meeting after each annual
meeting of stockholders shall choose a chief executive officer, president, 
executive vice president, one or more vice presidents, a secretary and a 
treasurer, each of whom may, but need not be a member of the Board.

                          CHIEF EXECUTIVE OFFICER

    Section 6.  The chief executive officer shall preside at all meetings of 
the stockholders, shall be ex officio a member of all standing committees, 
shall have general and active management of the business of the corporation 
and shall see that all orders and resolutions of the Board are carried into 
effect.

    Section 7.  The chief executive officer shall execute deeds and 
conveyances of real or personal property, assignments and releases of oil and 
gas leases, bonds, mortgages and other contracts requiring a seal, under the 
seal of the corporation, except where required or permitted by law to be 
otherwise signed and executed and except where the signing and execution 
thereof shall be expressly delegated by the Board of Directors to some other 
officer or agent of the corporation.

                             THE PRESIDENT

    Section 8.  The president shall, in the absence or disability of the chief
executive officer, perform the duties and exercise the powers of the chief 
executive officer and shall have such other duties, powers and 
responsibilities as shall be directed from time to time by the Board of 
Directors and by the chief executive officer of the corporation.

    Section 9.  The president may, at the discretion of the Board of 
Directors, also serve as the chief executive officer of the corporation.

                           VICE PRESIDENTS

    Section 10.  The vice presidents in the order of their seniority shall, in
the absence or disability of the chief executive officer or president, perform
the duties and exercise the powers of the chief executive officer or the 
president and shall perform such other duties as the Board of Directors shall 
prescribe.


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  The sections of Article V which are currently numbered as sections 9 through
14, shall be renumbered as sections 11 through 16, and all section references 
in Article V shall be changed accordingly.

  Except as otherwise provided above, the provisions of Article V of the 
Bylaws shall remain in full force and effect.

  
  The undersigned hereby certifies that the Bylaws of High Plains Corporation 
were amended, in the manner described above, at the Special Meeting of the 
Board of Directors held on April 6, 1998.


                                        /s/  H.T. Ritchie
                                             H.T. Ritchie, Secretary