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EXHIBIT 3.2
                                        BYLAWS

                                          OF

                              POTOMAC ENERGY CORPORATION
                         (AMENDED AND RESTATED JUNE 24, 1998)

                                      ARTICLE I

                                       OFFICES

Section 1.          PRINCIPAL OFFICE.  The principal office of the Corporation
                    shall be located within or without the state of
                    incorporation and as may be determined by the Board of
                    Directors.

Section 2.          REGISTERED OFFICE.  The registered office of the Corporation
                    required by law to be maintained in the state of
                    incorporation may be, but need not be, identical with the
                    principal office of the Corporation.  The address of the
                    registered office may be changed from time to time by the
                    Board of Directors.

Section 3.          OTHER OFFICES.  The Corporation may have offices at such
                    other places, either within or without the state of
                    incorporation as the Board of Directors may designate or as
                    the business of the Corporation may require from time to
                    time.


                                      ARTICLE II

                               MEETINGS OF SHAREHOLDERS

Section 1.          ANNUAL MEETING.  The annual meeting of the shareholders
                    shall be held on a date designated by the Board of
                    Directors, which shall be within six (6) months next
                    following the end of the fiscal year of the Corporation, 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.

Section 2.          SUBSTITUTE ANNUAL MEETING.  If the annual meeting shall not
                    be held on the day designated for the annual meeting of
                    shareholders, or at any adjournment thereof, the directors
                    shall cause the meeting to be held as soon thereafter as
                    convenient.  If there be a failure to hold the annual
                    meeting of shareholders for a period of thirty (30) days
                    after the date designated therefor, or if no date has been
                    designated for a period of thirteen (13) months after the
                    organization of the Corporation or after its last annual
                    meeting, the district court may summarily order a meeting to
                    be held upon the application of any shareholder or director.
                    The shares of stock represented at such meeting either by
                    person or by proxy, and entitled to vote thereat, shall
                    constitute a quorum for the purpose of such meeting.

Section 3.          SPECIAL MEETINGS.  Special meetings of the shareholders 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 written
                    request of the holders owning of record ten percent (10%) or
                    more of all shares entitled to vote at the meeting.  Such
                    request shall state the purpose or purposes of the proposed
                    meeting.

Section 4.          PLACE OF MEETINGS.  The Board of Directors may designate any
                    place, either within or without the state of incorporation,
                    as the place of meeting for any annual meeting or for any
                    special meeting called by the Board of Directors.  A waiver
                    of notice signed by all shareholders entitled to vote at a
                    meeting may designate any place, either within or without
                    the state of incorporation as the place for the holding of
                    such meeting.  If no designation is


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                    made or if a special meeting be otherwise called, the place
                    of meeting shall be the principal office of the Corporation.

Section 5.          NOTICE OF MEETINGS.  Written or printed notice stating the
                    time and place 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 (10) nor more
                    than sixty (60) days before the date of the meeting, either
                    personally or by mail, by or at the direction of the
                    President, the Secretary, or the officer 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
                    addressed to the shareholder of the Corporation at his
                    address as it appears on the records of the Corporation,
                    with postage thereon prepaid.  In addition to the foregoing,
                    notice of a substitute annual meeting shall state that the
                    annual meeting was not held on the day designated by these
                    Bylaws and that such substitute annual meeting is being held
                    in lieu of and is designated as such annual meeting.

                    When a meeting is adjourned for thirty (30) days or more,
                    notice of the adjourned meeting shall be given as in the
                    case of an original meeting. When a meeting is adjourned for
                    less than thirty (30) days in any one adjournment, no notice
                    need be given of the time and place of the adjourned meeting
                    or of the business to be transacted thereat other than by
                    announcement at the meeting at which the adjournment is
                    taken.

Section 6.          CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.  For the
                    purpose of determining shareholders entitled to notice of or
                    to vote at any meeting of shareholders or any adjournment
                    thereof, or shareholders entitled to receive payment of any
                    dividend, or in order to make a determination of
                    shareholders for any other proper purpose, the Board of
                    Directors may provide that the stock transfer books shall be
                    closed for a stated period but not to exceed, in any case,
                    sixty (60) days.  If the stock transfer books shall be
                    closed for the purpose of determining shareholders entitled
                    to notice of or to vote at a meeting of shareholders, such
                    books shall be closed at least ten (10) days immediately
                    preceding such meeting.

                    In lieu of closing the stock transfer books, the Board of
                    Directors may fix in advance a date as the record date for
                    any such determination of shareholders, such date in any
                    case to be not more than sixty (60) days prior to the date
                    on which the particular action requiring such determination
                    of shareholders is to be taken.

                    If the stock transfer books are not closed and no record
                    date is fixed for the determination of shareholders entitled
                    to notice of or to vote at a meeting of shareholders, the
                    date on which notice of the meeting is mailed or the date on
                    which the resolution of the Board of Directors declaring
                    such dividend is adopted, as the case may be, shall be the
                    record date for such determination of shareholders.

                    When a determination of shareholders entitled to vote at any
                    meeting of shareholders has been made as provided in this
                    section, such determination shall apply to any adjournment
                    thereof except where the determination has been made through
                    the closing of the stock transfer books and the stated
                    period of closing has expired.

Section 7.          VOTING LISTS.  The Secretary shall make, at least ten (10)
                    days prior to the convening of any shareholders' meeting, a
                    list of all persons entitled to represent shares at such
                    meeting, arranging the names alphabetically, with the number
                    of shares entitled to be voted by each set opposite their
                    respective names.  Such list shall be open to the
                    examination of any shareholder during ordinary business
                    hours for a period of at least ten (10) days prior to the
                    meeting, either at a place within the city where the meeting
                    is to be held, which place shall be specified in the notice
                    of the meeting, or if not so specified, at the place where
                    the meeting is to be held.  The list shall also be produced
                    and kept at the time and place of the


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                    meeting during the whole time thereof, and may be inspected
                    by any shareholder who is present.

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
                    shareholders.

                    The shareholders at a meeting at which a quorum is present
                    may continue to do business until adjournment,
                    notwithstanding the withdrawal of enough shareholders to
                    leave less than a quorum.

                    In the absence of a quorum at the opening of any meeting of
                    shareholders, such meeting may be adjourned from time to
                    time by a vote of the majority of the shares voting on the
                    motion to adjourn; and, at any adjourned meeting at which a
                    quorum is present, any business may be transacted which
                    might have been transacted at the original meeting.

Section 9.          PROXIES.  Shares may be voted either in person or by one or
                    more agents authorized by a written proxy executed by the
                    shareholder or by his duly authorized attorney-in-fact.  The
                    appointment of a proxy shall be filed in writing with the
                    Secretary at, or before, the meeting.  Any copy, facsimile
                    telecommunication or other reliable reproduction of the
                    writing or transmission created pursuant to this Section may
                    be substituted or used in lieu of the original writing or
                    transmission for any and all purposes for which the original
                    writing or transmission could be used, provided that such
                    copy, facsimile telecommunication or other reproduction
                    shall be a complete reproduction of the entire original
                    writing or transmission.

                    A proxy is not valid after the expiration of five years from
                    the date of its execution, unless the person executing it
                    specifies thereon the length of time for which it is to
                    continue in force, or limits its use to a particular
                    meeting.  The termination of a proxy's authority by act of
                    the shareholder shall, subject to the time limitation set
                    forth herein, be ineffective until written notice of the
                    termination has been given to the Secretary.  A proxy's
                    authority shall not be revoked by the death or incapacity of
                    the maker unless, before the vote is cast or the authority
                    is exercised, written notice of such death or incapacity is
                    given to the Corporation.

Section 10.         VOTING OF SHARES.  Each outstanding share of capital stock
                    entitled to vote shall be entitled to one vote on each
                    matter submitted to a vote at a meeting of shareholders,
                    subject to the voting rights and privileges, lack thereof,
                    or limitations thereon, of the class or series of capital
                    stock.

                    At each election for directors, every shareholder entitled
                    to vote at such election shall have the right to vote, in
                    person or by proxy, the number of shares standing of record
                    in his name for each person nominated as a director to be
                    elected and for whose election he has a right to vote.

                    Treasury shares, or other shares not at the time
                    outstanding, shall not, directly or indirectly, be voted at
                    any shareholders' meeting or counted in calculating the
                    actual voting power of shareholders at any given time, but
                    shares of Corporation stock held by the Corporation in a
                    fiduciary capacity may be voted and shall be counted in
                    determining the total number of outstanding shares and the
                    actual voting power of the shareholders at any given time.

                    Every stock vote at a meeting of shareholders shall be taken
                    by written ballots, each of which shall state the name of
                    the shareholder or proxy voting and such other information
                    as may be required under the procedure established for the
                    meeting.  The Corporation may, and to the extent permitted
                    by law, shall, in advance of any meeting of shareholders,
                    appoint one or more inspectors to act at the meeting and
                    make a written report thereof.  The Corporation may
                    designate one or more persons as alternate inspectors to
                    replace any inspector who fails to act.  If no inspector or
                    alternate is able to act at a meeting of shareholders, the
                    person presiding at the meeting may, and to the extent
                    required by law, shall, appoint one or more inspectors to
                    act at the meeting.  Each inspector, before entering upon
                    the discharge of his


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                    duties, shall take and sign an oath faithfully to execute
                    the duties of inspector with strict impartiality and
                    according to the best of his ability.  Every vote taken by
                    ballots shall be counted by an inspector or inspectors
                    appointed by the chairman of the meeting.

Section 11.         VOTES REQUIRED.  The vote of a majority of the shares voted
                    at a meeting of shareholders, duly held at which a quorum is
                    present, shall be sufficient to take or authorize action
                    upon any matter which may properly come before the meeting
                    except as otherwise provided by law or by these Bylaws.

Section 12.         INFORMAL ACTION BY SHAREHOLDERS.  Any action which may 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 the holders of outstanding
                    stock having not less than the minimum number of votes that
                    would be necessary to authorize or take such action at a
                    meeting at which all shares entitled to vote thereon were
                    present and voted and shall be delivered to the Corporation
                    by delivery to its registered office in Oklahoma, it
                    principal place of business, or an officer or agent of the
                    Corporation having custody of the books in which proceedings
                    of meetings of shareholders are recorded.  Delivery made to
                    the Corporation's registered office shall be made by hand or
                    by certified or registered mail, return receipt requested.

                    Each written consent shall bear the date of signature of
                    each shareholder who signs the consent and no written
                    consent shall be effective to take the corporate action
                    referred to therein unless, within sixty (60) days of the
                    date of the earliest dated consent delivered to the
                    Corporation, a written consent or consents signed by a
                    sufficient number of holder to take action are delivered to
                    the Corporation in the manner prescribed in the first
                    paragraph of this Section.


                                     ARTICLE III

                                  BOARD OF DIRECTORS

Section 1.          GENERAL POWERS.  The business and affairs of the Corporation
                    shall be managed by its Board of Directors.

Section 2.          NUMBER, TENURE AND QUALIFICATIONS.  The number of directors
                    constituting the Board of Directors shall be at least one
                    and such number as the directors may from time to time
                    determine by resolution or election.

                    The directors shall be elected at the annual or adjourned
                    annual meeting of the shareholders (except as herein
                    otherwise provided for the filling of vacancies) and each
                    director shall hold office until his death, resignation,
                    retirement, removal, disqualification, or his successor
                    shall have been elected and qualified.

                    Directors need not be residents of the state of
                    incorporation nor shareholders of the Corporation.

Section 3.          VACANCIES.  Any vacancy occurring in the Board of Directors
                    including any vacancy created by an increase in the
                    authorized number of directors elected by all of the
                    shareholders having the right to vote as a single class may
                    be filled by the affirmative vote of a majority of the
                    remaining directors even though less than a quorum or by the
                    sole remaining director.

                    Any director elected to fill a vacancy shall be elected for
                    the unexpired term of his predecessor in office.  At a
                    special meeting of shareholders, the shareholders may elect
                    a director to fill any vacancy not filled by the directors.



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Section 4.          REMOVAL.  The entire Board of Directors, or any individual
                    director, may be removed at any time, with or without cause,
                    by a vote of the shareholders holding a majority of the
                    outstanding shares entitled to vote at an annual or special
                    meeting of shareholders.  However, unless the entire Board
                    is removed, an individual director shall not be removed when
                    the number of shares voting against the proposal for removal
                    would be sufficient to elect a director.

Section 5.          CHAIRMAN OF BOARD.  There may be a Chairman of the Board of
                    Directors elected by the directors from their number at the
                    annual meeting of the Board of Directors.  The Chairman
                    shall preside at all meetings of the Board of Directors and
                    perform such other duties as may be directed by the Board.

Section 6.          COMPENSATION.  The Board of Directors may compensate
                    directors for their services as such and may provide for the
                    payment of all expenses incurred by directors in attending
                    meetings of the Board.


                                      ARTICLE IV

                                MEETINGS OF DIRECTORS

Section 1.          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 incorporation, for the holding of
                    additional regular meetings without other notice than such
                    resolution.

Section 2.          SPECIAL MEETINGS.  Special meetings of the Board of
                    Directors may be called by the President or by a majority of
                    the directors.  The person or persons authorized to call
                    special meetings of the Board of Directors may fix any
                    place, either within or without the state of incorporation,
                    as the place for holding any special meeting of the Board of
                    Directors called by them.

Section 3.          NOTICE.  Notice of special meetings of the Board of
                    Directors shall be given to each director not less than
                    three (3) days before the date of the meeting by any usual
                    means of communication.  All business to be transacted at,
                    and all purposes of, any regular or special meeting of the
                    Board of Directors must be specified in the notice or waiver
                    of notice of such meeting.

Section 4.          WAIVER BY ATTENDANCE.  Attendance of a director at a meeting
                    of the Board of Directors 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.

Section 5.          QUORUM.  A majority of the number of directors fixed by or
                    in accordance with these Bylaws shall constitute a quorum
                    for the transaction of business.

Section 6.          MANNER OF ACTING.  Except as otherwise provided in these
                    Bylaws, 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.

Section 7.          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 contrary vote
                    or abstention is recorded or his dissent is otherwise
                    entered in the minutes of the meeting or unless he shall
                    file his written dissent of such action with the person
                    acting as the Secretary of the meeting before the


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                    adjournment thereof or shall forward such dissent by
                    registered mail to the Secretary promptly after the
                    adjournment of the meeting.  An abstention shall be deemed a
                    negative vote.  Such right to dissent shall not apply to a
                    director who voted in favor of such action.

Section 8.          INFORMAL ACTION BY DIRECTORS.  Any action which might be
                    taken at a meeting of the Board of Directors may be taken
                    without a meeting if a record or memorandum thereof be made
                    in writing and signed by all of the members of the Board.
                    Such writing or memorandum shall be filed with the Secretary
                    as part of the corporate records.

Section 9.          PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.  Members
                    of the Board of Directors, or any committee thereof, may
                    participate in a meeting of such Board or committee by means
                    of conference telephone or similar communications equipment
                    by means of which persons participating in the meeting can
                    hear each other and such participation shall constitute
                    presence in person at such meeting.

Section 10.         COMPENSATION OF DIRECTORS.  Directors, a such, may receive,
                    pursuant to resolution of the Board of Directors, fixed fees
                    and other compensation for services as directors, including,
                    without limitation, their services as members of committees
                    of committees of the Board of Directors.


                                      ARTICLE V

                                      COMMITTEES

Section 1.          CREATION.  The Board of Directors, by resolution adopted by
                    a majority of directors, may designate one or more
                    committees, each committee to consist of one or more of the
                    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.  In the absence or disqualification of a
                    member of a committee, the member or members thereof present
                    at any meeting and not disqualified from voting, whether or
                    not he or they constitute a quorum, may unanimously appoint
                    another member of the Board of Directors to act at the
                    meeting in the place of any such absent or disqualified
                    member.  Any such committee shall have and may exercise all
                    the powers and authority of the Board of Directors in the
                    management of the business and affairs of the Corporation,
                    and may authorize the seal of the Corporation to be affixed
                    to all papers which may require it; but no such committee
                    shall have the power or authority in reference to amending
                    the articles of incorporation (except that a committee, to
                    the extent authorized in the resolution or resolutions
                    providing for the issuance of shares of stock adopted by the
                    Board of Directors may fix the designations and any of the
                    preferences or rights of such shares relating to dividends,
                    redemption, dissolution, any distribution of assets of the
                    Corporation or the conversion into, or the exchange of such
                    shares for, shares of any other class or classes or any
                    other series of the same or any other class or classes of
                    stock of the Corporation or fix the number of shares of any
                    series of stock or authorize the increase or decrease of the
                    shares of any series), adopting an agreement of merger or
                    consolidation, recommending to the shareholders the sale,
                    lease or exchange of all or substantially all of the
                    Corporation's property and assets, recommending to the
                    shareholders a dissolution of the Corporation or a
                    revocation of a dissolution, or amending the Bylaws of the
                    Corporation; and, unless by resolution of the Board of
                    Directors, no such committee shall have the power or
                    authority to declare a dividend, authorize the issuance of
                    stock, or to adopt a certificate of ownership and merger.

Section 2.          REMOVAL.  Any member of a committee may be removed at any
                    time with or without cause by a majority of the number of
                    directors fixed by these Bylaws.


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Section 3.          MINUTES.  Each committee shall keep regular minutes of its
                    proceedings and report the same to the Board when required.

Section 4.          RESPONSIBILITY OF DIRECTORS.  The designation of a committee
                    and the delegation thereto of authority shall not operate to
                    relieve the Board of Directors, or any member thereof, of
                    any responsibility or liability imposed upon it or him by
                    law.


                                      ARTICLE VI

                                       OFFICERS

Section 1.          OFFICERS OF THE CORPORATION.  The officers of the
                    Corporation shall consist of a Chief Executive Officer,
                    President, a Secretary, a Treasurer and such Vice
                    Presidents, Assistant Secretaries, Assistant Treasurer, and
                    other officers as the Board of Directors may from time to
                    time elect.  The same person may at the same time hold any
                    of the above named offices.

Section 2.          ELECTION AND TERM.  The officers of the Corporation shall be
                    elected by the Board of Directors and each officer shall
                    hold office until his death, resignation, retirement,
                    removal, disqualification or his successor shall have been
                    elected and qualified.

Section 3.          COMPENSATION OF OFFICERS.  The compensation of all officers
                    of the Corporation shall be fixed by the Board of Directors
                    and no officer shall serve the Corporation in any other
                    capacity and receive compensation therefor unless such
                    additional compensation be authorized by the Board of
                    Directors.

Section 4.          REMOVAL OF OFFICERS AND AGENTS.  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 will be served
                    thereby, but such removal shall be without prejudice to the
                    contract rights, if any, of the person so removed.

Section 5.          BONDS.  The Board of Directors may, by resolution, require
                    any officer, agent, or employee of the Corporation to give
                    bond to the Corporation, with sufficient sureties,
                    conditioned on the faithful performance of the duties of his
                    respective office or position, and to comply with such other
                    conditions as may from time to time be required by the Board
                    of Directors.

Section 6.          CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer shall
                    be the principal executive officer of the Corporation and,
                    subject to the control of the Board of Directors, shall, in
                    general, supervise and control all of the business and
                    affairs of the Corporation.  He shall, when present, preside
                    at all meetings of the shareholders.  He shall sign, with
                    the Secretary, an Assistant Secretary, or any other proper
                    officer of the Corporation 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 has 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 all
                    duties incident to the office of Chief Executive Officer and
                    such other duties as may be prescribed by the Board of
                    Directors from time to time.

Section 7.          PRESIDENT.  The President shall be the chief operating
                    officer of the Corporation and, subject to the control of
                    the Board of Directors and supervision of the Chief
                    Executive Officer, shall, in general, supervise and control
                    all of the business and affairs of the Corporation.  He
                    shall in the absence of the Chief Executive Officer, when
                    present, preside at all meetings of the shareholders.  He
                    shall sign, with the Secretary, an Assistant Secretary, or
                    any other proper officer of the Corporation thereunto
                    authorized by the Board of Directors, certificates for
                    shares of the Corporation, any deeds, mortgages, bonds,
                    contracts, or other instruments


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                    which the Board of Directors has 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 all duties incident to the office of President
                    chief operating officer and such other duties as may be
                    prescribed by the Board of Directors from time to time.

Section 8.          VICE PRESIDENTS.  In the absence of the Chief Executive
                    Officer and the President or in the event of their deaths,
                    inabilities or refusals to act, the Vice Presidents in the
                    order of their length of service as Vice Presidents, unless
                    otherwise determined by the Board of Directors, shall
                    perform the duties of the Chief Executive Officer and the
                    President, and when so acting, shall have all the powers of
                    and be subject to all the restrictions upon the Chief
                    Executive Officer and President.  A Vice President may sign
                    certificates for shares of the Corporation.  Vice Presidents
                    shall perform such other duties as from time to time may be
                    assigned to them by the Chief Executive Officer, President,
                    or Board of Directors.

Section 9.          SECRETARY.  The Secretary shall: (a) keep the minutes of the
                    meetings of shareholders, of the Board of Directors and of
                    all executive committees 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 documents the execution of
                    which on behalf of the Corporation under its seal is duly
                    authorized; (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 Chief
                    Executive Officer and/or President, certificates for shares
                    of the Corporation, the issuance 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; and (g) in general, perform all duties as from
                    time to time may be assigned to him by the Chief Executive
                    Officer, President or by the Board of Directors.

                    The Secretary shall keep, or cause to be kept in the state
                    of incorporation at the Corporation's registered office and
                    principal place of business, a record of the Corporation's
                    shareholders, giving the names and addresses of all
                    shareholders and the number and class of the shares held by
                    each.

Section 10.         ASSISTANT SECRETARIES.  In the absence of the Secretary or
                    in the event of the Secretary's death, inability or refusal
                    to act, the Assistant Secretaries in the order of their
                    length of service as Assistant Secretary, unless otherwise
                    determined by the Board of Directors, shall perform the
                    duties of the Secretary, and when so acting shall have all
                    the powers of and be subject to all the restrictions upon
                    the Secretary.  They shall perform such other duties as may
                    be assigned to them by the Secretary, by the Chief Executive
                    Officer, President, or the Board of Directors.

                    Any Assistant Secretary may sign, with the Chief Executive
                    Officer or President, certificates for shares of the
                    Corporation.

Section 11.         TREASURER.  The Treasurer 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 depositories as shall be selected in accordance with
                    the provisions of Article VII, Section 4 of these Bylaws;
                    and (b) in general, perform all of the duties as from time
                    to time may be assigned to him by the Chief Executive
                    Officer, President or the Board of Directors.


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                    The Treasurer shall prepare, or cause to be prepared, a true
                    statement of the Corporation's assets and liabilities as of
                    the close of each fiscal year, all in reasonable detail,
                    which statement shall be made and filed at the Corporation's
                    registered office or principal place of business in the
                    state of incorporation within four months after the end of
                    such fiscal year and thereat kept available for a period of
                    at least ten years.  Such statement shall include, when
                    applicable, a statement of the then current conversion rate
                    of any outstanding securities and a statement of the number
                    of shares covered by any outstanding options and the price
                    at which the options are exercisable.

Section 12.         ASSISTANT TREASURER.  In the absence of the Treasurer or in
                    the event of the Treasurer's death, inability or refusal to
                    act, the Assistant Treasurer, unless otherwise determined by
                    the Board of Directors, shall perform the duties of the
                    Treasurer and when so acting shall have all the powers of
                    and be subject to all the restrictions upon the Treasurer.
                    He shall perform such other duties as may be assigned to him
                    by the Treasurer, the Chief Executive Officer, President, or
                    by the Board of Directors.


                                     ARTICLE VII

                        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 loan shall be contracted on behalf of the
                    Corporation and no evidences of indebtedness shall be issued
                    in its name unless authorized by a resolution of the Board
                    of Directors.  Such authority may be general or confined to
                    specific instances.

Section 3.          CHECKS AND DRAFTS.  All checks, drafts or other orders for
                    the payment of money, 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.

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 depositories as the Board of
                    Directors may select.


                                     ARTICLE VIII

                      CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1.          CERTIFICATES FOR SHARES.  Certificates representing shares
                    of the Corporation shall be in such form as shall be
                    determined by the Board of Directors.  The Corporation shall
                    issue and deliver to each shareholder certificates
                    representing all fully paid shares owned by him.
                    Certificates shall be signed by the Chairman or Vice
                    Chairman of the Board of Directors, the Chief Executive
                    Officer, the President or Vice President and by the
                    Secretary or an Assistant Secretary.  All certificates for
                    shares shall be consecutively numbered or otherwise
                    identified.  The name and address of the person to whom the
                    shares represented thereby are issued, with the number and
                    class of shares and the date of issue, shall be entered on
                    the stock transfer books of the Corporation.

Section 2.          TRANSFER OF SHARES.  Transfer of shares of the Corporation
                    shall be made on the stock transfer books of the Corporation
                    only if:

                         (a) the share certificate is endorsed by the
                    appropriate person or persons; and


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                         (b) reasonable assurance is given that those
                    endorsements are genuine and effective; and

                         (c) the Corporation has no duty to inquire into adverse
                    claims in connection with the shares or has discharged any
                    such duty; and

                         (d) any applicable law relating to the collection of
                    taxes has been complied with; and

                         (e) the transfer is in fact rightful or to a bona fide
                    purchaser.

Section 3.          LOST CERTIFICATES.  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 stolen or
                    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 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, stolen or destroyed
                    certificate or certificates, or such owner's legal
                    representative, to advertise the same in such manner as the
                    Corporation shall require and/or to give the Corporation a
                    bond in such sum as the Corporation 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 4.          HOLDER OF RECORD.  Prior to due presentment for transfer of
                    the shares, the Corporation may treat the registered owner
                    as the person exclusively entitled to vote, to receive
                    notifications and otherwise to exercise all the rights and
                    powers of an owner.

Section 5.          TREASURY SHARES.  Treasury shares of the Corporation shall
                    consist of such shares as have been issued and thereafter
                    acquired but not canceled by the Corporation.  Treasury
                    shares shall not carry voting or dividend rights.


                                      ARTICLE IX

             INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Section 1.          RIGHT TO INDEMNIFICATION.

                         (a)  The Corporation shall 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 proceeding,
                    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, officer,
                    employee or agent of the Corporation, or is or was serving
                    at the request of the Corporation as a director, officer,
                    employee or agent of another corporation, partnership, joint
                    venture, trust or other enterprise, against expenses
                    (including attorneys' fees), judgments, fines, excise taxes
                    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 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 ("Indemnitee").  The
                    termination of any action, suit or proceeding by judgment,
                    order, settlement, conviction, or upon a plea of NOLO
                    CONTENDERE or its equivalent shall not, of itself, create a
                    presumption that the Indemnitee did not act in good faith
                    and in a manner which he reasonably believed to be in or not
                    opposed to the best interests of the Corporation, and, with
                    respect to any criminal action or proceeding, had reasonably
                    cause to believe that his conduct was unlawful.


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                         (b)  The Corporation shall indemnify any Indemnitee 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, officer,
                    employee or agent of the Corporation, or is or was serving
                    at the request of the Corporation as a director, officer,
                    employee or agent of another 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 such
                    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 and except that no
                    indemnification shall be made in respect of any claim, issue
                    or matter as to which such Indemnitee shall have been
                    adjudged to be liable to the Corporation unless and only to
                    the extent that the court in which such action or suit was
                    brought shall determine upon application that, despite the
                    adjudication of liability but in view of all the
                    circumstances of the case, such Indemnitee is fairly and
                    reasonably entitled to indemnity for such expenses which the
                    court shall deem proper.

                         (c)  To the extent that an Indemnitee has been
                    successful on the  merits or otherwise in defense of any
                    action, suit or proceeding referred to in subsection (a) or
                    (b) of this section, 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 therewith.

                         (d)  Any indemnification under the provisions of
                    subsection (a) or (b) of this section (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 Indemnitee is proper in the
                    circumstances because he has met the applicable standard of
                    conduct set forth in subsection (a) or (b) of this section.
                    Such determination shall be made (i) by the Board of
                    Directors by a majority vote of a quorum consisting of
                    directors who were not parties to such action, suit or
                    proceedings, (ii) if such a quorum is not obtainable, or,
                    even if obtainable a quorum of disinterested directors so
                    directs, by independent legal counsel in a written opinion,
                    or (iii) by the shareholders.

                         (e)  For purposes of this Article, references to "the
                    corporation" shall include, in addition to the resulting
                    corporation, any constituent corporation, including any
                    constituent of a constituent, absorbed in a consolidation or
                    merger which, if its separate existence had continued, would
                    have had power and authority to indemnify its directors,
                    officers, and employees or agents, so that any person who is
                    or was a director, officer, employee or agent of such
                    constituent corporation, or is or was serving at the request
                    of such constituent corporation, as a director, officer,
                    employee or agent of another corporation, partnership, joint
                    venture, trust or other enterprise, shall stand in the same
                    position under the provisions of this Article with respect
                    to the resulting or surviving corporation as he would have
                    with respect to such constituent corporation of its separate
                    existence had continued.

                         (f)  For purposes of this Article, references to (i)
                    "other enterprises" shall include, without limitation, an
                    "employee benefit plan" within the meaning of the Employee
                    Retirement Income Security Act of 1974 ("ERISA") or
                    otherwise, (ii) "fines" shall include any excise taxes or
                    penalties assessed on a person with respect to an employee
                    benefit plan under ERISA or otherwise, and (iii) "serving at
                    the request of the corporation" shall include any service as
                    a director, officer, employee or agent of the corporation
                    which imposes duties on, or involves services, by such
                    director, officer, employee, or agent with respect to an
                    employee benefit plan, its participants, or beneficiaries.
                    Furthermore, for purposes of this Article, a person who
                    acted in good faith and in a manner he reasonably believed
                    to be in the interest of the participants and beneficiaries
                    of an employee benefit plan shall be deemed


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                    to have acted in a manner "not opposed to the best interest
                    of the corporation" as referred to in this Article.

                         (g)  The indemnification and advancement of expenses
                    provided by or granted pursuant to this Article, unless
                    otherwise provided when authorized or ratified, shall
                    continue as to an Indemnitee who has ceased to be a
                    director, officer, employee or agent and shall inure to the
                    benefit of the heirs, executors and administrators of such
                    Indemnitee.

Section 2.          RIGHT TO ADVANCEMENT OF EXPENSES.  Expenses incurred by an
                    Officer or Director in defending a civil or criminal action,
                    suit or proceeding may be paid by the Corporation in advance
                    of the final disposition of such action, suit or proceeding
                    upon receipt of an undertaking (hereinafter an
                    "undertaking") by or on behalf of such director or officer
                    to repay such amount if it shall ultimately be determined by
                    final judicial decision from which there is not further
                    right of appeal (hereinafter a "final adjudication") that he
                    is not entitled to be indemnified by the Corporation as
                    authorized by the provisions of this Article.  Such expenses
                    incurred by other employees and agents may be so paid upon
                    such terms and conditions, if any, as the Board of Directors
                    deems appropriate.

Section 3.          NON-EXCLUSIVITY OF RIGHTS.  The indemnification and
                    advancement of expenses provided by or granted pursuant to
                    this Article shall not be deemed exclusive of any other
                    rights to which an Indemnitee seeking indemnification or
                    advancement of expenses may be entitled under any Bylaw,
                    agreement, vote of shareholders or disinterested directors
                    or otherwise, both as to action in his official capacity and
                    as to action in another capacity while holding such office
                    or serving as a director.

Section 4.          INSURANCE.  The Corporation shall have power to purchase and
                    maintain insurance on behalf of who is or was a director,
                    officer, employee or agent of the Corporation, or is or was
                    serving at the request of the Corporation as a director,
                    officer, employee or agent of another 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, whither or not the Corporation would have the power to
                    indemnify him against such liability under the provisions of
                    this Article.

Section 5.          RIGHT OF INDEMNITEE TO BRING SUIT.  In the event a claim
                    under this Article is not paid in full by the Corporation
                    within sixty (60) days after a written claim has been
                    received by the Corporation, the Indemnitee may at any time
                    thereafter bring suit against the Corporation to recover the
                    unpaid amount of the claim.  If successful in whole or in
                    part in any such suit, the Indemnitee, in addition to
                    indemnification pursuant to this the other provisions of
                    this Article, shall be entitled to be paid the expenses of
                    prosecuting such suit against the Corporation, including
                    reasonable attorneys' fees and costs.  The Corporation shall
                    be entitled to assert as a defense that the Indemnitee has
                    not met any applicable standard for indemnification set
                    forth in the Oklahoma General Corporation Act and the
                    Corporation shall be entitled to recover any advancement of
                    expenses upon a final adjudication in (i) any suit brought
                    by the Indemnitee to enforce a right to indemnification
                    under the Article (but not in a suit brought by the
                    Indemnitee to enforce a right to an advancement of
                    expenses), and (ii) in any suit brought by the Corporation
                    to recover an advancement of expenses pursuant to the terms
                    of an undertaking by the Indemnitee.  Neither the failure of
                    the Corporation (including its Board of Directors,
                    independent legal counsel, or its shareholders) to have made
                    a determination prior to the commencement of such suit that
                    indemnification of the Indemnitee is proper in the
                    circumstance because the Indemnitee has met the applicable
                    standard of


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                    conduct set forth in the Oklahoma General Corporation Act,
                    nor an actual determination by the Corporation (including
                    its Board of Directors, independent legal counsel, or its
                    shareholders) that the Indemnitee has not met such
                    applicable standard of conduct, shall create a presumption
                    that the Indemnitee has not met the applicable standard of
                    conduct or, in the case of such a suit brought by the
                    Indemnitee, be a defense to such suit.  In any suit brought
                    by the Corporation to recover an advancement of expenses
                    pursuant to the terms of an undertaking by the Indemnitee,
                    the burden of proving that the indemnitee is not entitled to
                    be indemnified, or to such advancement of expenses, under
                    this Article or otherwise shall be on the Corporation.


                                      ARTICLE X

                                  GENERAL PROVISIONS

Section 1.          DIVIDENDS.  The Board of Directors may from time to time
                    declare, and the Corporation may pay, dividends on its
                    outstanding shares in cash, property, or its own shares
                    pursuant to law and subject to the provisions of its
                    charter.

Section 2.          WAIVER OF NOTICE.  Whenever any notice is required to be
                    given to any shareholder or director by law, by the charter
                    or by these Bylaws, a waiver thereof in writing signed by
                    the person or persons entitled to such notice, whether
                    before or after the time stated therein, shall be equivalent
                    to the giving of such notice.

Section 3.          FISCAL YEAR.  Unless otherwise fixed by the Board of
                    Directors, the fiscal year of the Corporation shall be the
                    fiscal year beginning on the first day of January of each
                    year and ending on the following thirty-first day of
                    December.

Section 4.          AMENDMENTS.  These Bylaws may be altered or repealed at any
                    regular or special meeting of the shareholders or of the
                    Board of Directors.

Section 5.          CHARTER PROVISIONS.  In case of conflict between a provision
                    in these Bylaws and a provision in the charter of the
                    Corporation, the charter provision shall govern.

          Signed this 24th day of June, 1998.


                                     /S/JAMES E. FRAZIER
                                   -------------------------------------------
                                        James E. Frazier, Secretary


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