<PAGE>
    
                                                                   Exhibit 3-(8)
     


                                   * * * * *

                                 B Y - L A W S

                                   * * * * *

                                   ARTICLE I

                                    OFFICES

        Section 1.  The registered office shall be in the City of Wilmington, 
County of New Castle, State of Delaware.

        Section 2.  The corporation may also have offices at such other places 
both within and without the State of Delaware 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 the election of 
directors shall be held in Fort Worth, State of Texas, at such place as may be
fixed from time to time by the board of directors, or at such other place either
within or without the State of Delaware as shall be designated from time to time
by the board of directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.


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        Section 2.  Annual meetings of stockholders, commencing with the year 
1988, shall be held on the third Tuesday in April if not a legal holiday, and if
a legal holiday, then on the next secular day following, at 10:00 A.M., or at 
such other date and time as shall be designated from time to time by the board 
of directors and stated in the notice of the meeting, at which they 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 stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at 
such meetings not less than ten nor more than sixty days before the date of the 
meeting.

        Section 4.  Business transacted at the annual meeting of stockholders 
shall, unless a majority of the directors in office on the date immediately 
preceding the date of the annual meeting otherwise determines, shall be limited 
to the purposes stated in the notice of such annual meeting. Where business 
introduced by a stockholder is not specified in the notice of annual meeting, 
then in addition to any other applicable requirements, for business to be
properly introduced by a stockholder at an annual meeting of stockholders, the
stockholder must have given timely notice thereof in writing to the secretary of
the corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received by the secretary of the

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corporation, at the principal executive office of the corporation, not less than
fifty (50) days nor more than seventy-five (75) days prior to the meeting,
subject to any other requirements of law; provided, however, that in the event
that less than sixty-five (65) days' notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be received not later than the close of business on the
fifteenth day following the day on which such notice of the date of the meeting
was mailed or such public disclosure was made, whichever first occurs. A
stockholders' notice must set forth as to each matter the stockholder proposes
to bring before the meeting (i) a brief description of the business desired to 
be brought before the meeting and the reasons for conducting such business at
the meeting; (ii) the name and record address of the stockholder proposing such
business; (iii) the number of shares of the corporation which are beneficially
owned by the stockholder; and (iv) any material interest of the stockholder in
such business.

        Section 5.  The officer who has charge of the stock ledger of the 
corporation shall prepare and make, at least ten days before every meeting of 
stockholders, a complete list of the stockholders entitled to vote at the 
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any

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stockholder, for any purpose germane to the meeting, during ordinary business 
hours, for a period of at least ten 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 meeting during the whole time thereof, and may be 
inspected by any stockholder who is present.

        Section 6.  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 Board 
of Directors, the Chairman of the Board of Directors or the president. Special 
meetings of the stockholders may not be called by any other person or persons.

        Section 7.  Written notice of a special meeting stating the place, date 
and hour of the meeting and the purpose or purposes for which the meeting is 
called, shall be given not less than ten nor more than sixty days before the 
date of the meeting, to each stockholder entitled to vote at such meeting.

        Section 8.  Business transacted at any special meeting of stockholders 
shall be limited to the purposes stated in the notice.

        Section 9.  The holders of a majority of the stock issued and 
outstanding and entitled to vote thereat, present in

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person or represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by 
statute or by the certificate of incorporation. 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. If the adjournment is for more than thirty 
days, or if after the adjournment a new record date is fixed for the adjourned 
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

        Section 10.  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, a different vote is required in which case
such express provision shall govern and control the decision of such question.

        Section 11.  Unless otherwise provided in the certificate

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of incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock 
having voting power held by such stockholder, but no proxy shall be voted on 
after three years from its date, unless the proxy provides for a longer period. 
Cumulative voting of shares of stock of the corporation, whether common or 
preferred stock, is prohibited.

        Section 12.  Unless otherwise provided in the certificate of 
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any 
annual or special  meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, 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. Prompt notice of the taking of the corporate action 
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                  ARTICLE III

                                   DIRECTORS

        Section 1.  The number of directors which shall constitute the whole 
board shall not be less than two nor more

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than ten. The first board shall consist of six directors. Thereafter, within the
limits above specified, the number of directors shall be determined by
resolution of the board of directors. Nominations of persons for election to the
board of directors of the corporation at the annual meeting of stockholders
shall be made at the annual meeting by or at the direction of the board of
directors by any nominating committee or person appointed by the board of
directors, or by any stockholder of the corporation entitled to vote on the
election of directors at the meeting who timely complies with the notice
procedures herein set forth. To be timely, a stockholder's notice must be
delivered to or mailed to and received by the secretary of the corporation at
the principal executive offices of the corporation not less than fifty (50) days
not more than seventy-five (75) days prior to the meeting, subject to any other
requirements of law; provided, however, that in the event that less than sixty-
five (65) days' notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the fifteenth day follwoing the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. 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

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is elected and qualified. Directors need not be stockholders.

        Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

        Section 3.  The business of the corporation shall be managed by or under
the direction of 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 three by-laws directed or required to 
be exercised or done by the stockholders.

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                      MEETINGS OF THE BOARD OF DIRECTORS

        Section 4.  The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

        Section 5.  The first meeting of each newly elected board of directors 
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. In the event of the failure of 
the stockholders to fix the time or place of such first meeting of the newly 
elected board of directors, or in the event such meeting is not held at the time
and place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for 
special meetings of the board of directors, or as shall be specified in a 
written waiver signed by all of the directors.

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

        Section 7.  Special meetings of the board may be called by the chairman 
of the board or the president on two days' notice to 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

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request of two directors unless the board consists of only one director; in 
which case special meetings shall be called by the president or secretary in 
like manner and on like notice on the written request of the sole director.

        Section 8.  At all meetings of the board a majority of the directors 
shall 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. If a 
quorum shall not be present at any meeting of the board 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.

        Section 9.  Unless otherwise restricted by the certificate of 
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.

        Section 10.  Unless otherwise restricted by the certificate of 
incorporation or these by-laws, members of the board of directors, or any 
committee designated by the board of directors, may participate in a meeting of 
the board of directors,

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or any committee, by means of conference telephone or similar communications 
equipment by means of which all persons participating in the meeting can hear 
each other, and such participation in a meeting shall constitute presence in 
person at the meeting.

                            COMMITTEES OF DIRECTORS

        Section 11.  The board of directors may, by resolution passed by a 
majority of the whole board, 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, to the extent provided in the resolution of the 
board of directors, 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

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which may require it; but no such committee shall have the power or authority in
reference to amending the certificate of incorporation, (except that a committee
may, to the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the board of directors as provided in 
Section 151(a) fix 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) adopting an agreement of merger or 
consolidation, recommending to the stockholders the sale, lease or exchange of 
all or substantially all of the corporation's property and assets, recommending 
to the stockholders a dissolution of the corporation or a revocation of a 
dissolution, or amending the by-laws of the corporation; and, unless the 
resolution or the certificate of incorporation expressly so provide, no such 
committee shall have the power or authority to declare a dividend or to 
authorize the issuance of stock or to adopt a certificate of ownership and 
merger.  Such committee or committees shall have such name or names as may be 
determined from time to time by resolution adopted by the board of directors.  

          Section 12.  Each committee shall keep regular minutes of its meetings
and report the same to the board of directors


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when required.

                           COMPENSATION OF DIRECTORS

        Section 13.  Unless otherwise restricted by the certificate of 
incorporation or these by-laws, the board of directors shall have the authority 
to fix the compensation of directors. The directors may be paid their expenses, 
if any, of attendance at each meeting of the board of directors and may be paid 
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall 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.

                             REMOVAL OF DIRECTORS

        Section 14.  Unless otherwise restricted by the certificate of 
incorporation or by law, any director or the entire board of directors may be 
removed, with or without cause, by the holders of a majority of shares entitled 
to vote at any election of directors.

                                  ARTICLE IV

                                    NOTICES

        Section 1.  Whenever, under the provisions of the statutes or of the 
certificate of incorporation or of these by-

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laws, 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 his address as 
it appears on the records of the corporation, with postage thereon prepaid, and 
such notice shall be deemed to be given at the time when the same shall be 
deposited in the United States mail. Notice to directors may also be given by 
telegram.

        Section 2.  Whenever any notice is required to be given under the 
provisions of the statutes or of the certificate of incorporation or of these 
by-laws, 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 board
of directors and shall be a chairman, a president, a vice-president, a secretary
and a treasurer. The board of directors may also choose additional 
vice-presidents, and one or more assistant secretaries and assistant 
treasurers. Any number of offices may be held by the same person, unless the 
certificate of incorporation or these by-laws otherwise provide.

        Section 2.  The board of directors at its first

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meeting after each annual meeting of stockholders shall choose a chairman, a 
president, one or more vice-presidents, a secretary and a treasurer.

        Section 3.  The board of directors 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. 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 board of directors. Any vacancy occurring in any office of the 
corporation shall be filled by the board of directors.

                             CHAIRMAN OF THE BOARD

        Section 6.  The chairman of the board shall preside when present at all 
meetings of the board of directors and shall be ex officio chairman of all 
meetings of the stockholders. The chairman of the board shall be chief executive
officer of the corporation and shall have general and active control of all of 
its business. The chairman of the board shall perform such other duties as from
time to time may be assigned to him by the board

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of directors. The chairman of the board may also appoint another member of the 
board of directors to act as vice chairman of the board of directors to carry 
out such duties as from time to time may be assigned to him by the chairman or 
the president.

                                 THE PRESIDENT

        Section 7.  In the absence of the chairman of the board, or in the event
of his inability or refusal to act, the president shall perform the duties of 
the chairman of the board, and when so acting, shall have all the powers of and 
be subject to all the restrictions upon the chairman of the board. He shall 
preside, when present, at all meetings of the stockholders, except as may 
otherwise be provided by statute, and in the absence of any other person 
designated thereto by these by-laws, at all meetings of the board of directors. 
The president shall also be the chief administrative office of the corporation, 
and shall have general authority to execute authorized bonds, deeds, contracts, 
and agreements in the name of the corporation, and to sign all certificates of 
stock. The president shall perform such other duties as from time to time may be
assigned to him by the board of directors. In the absence of the president, his 
duties shall be performed and his powers may be exercised by the chairman of the
board or such other office as he shall designate in writing or, in the latter 
case, subject to review or superseding action by the board of directors.

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        Section 8.  He shall execute 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 VICE-PRESIDENTS

        Section 9.  In the absence of the president or in the event of his 
inability or refusal to act, the vice-president (or in the event there be more 
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their 
election) shall perform the duties of the president, and when so acting, shall 
have all the powers of and be subject to all the restrictions upon the 
president. The vice-presidents shall perform such other duties and have such 
other powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARY

        Section 10. The secretary shall attend all meetings of the board of 
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors 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 

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all meetings of the stockholders and special meetings of the board of directors,
and shall perform such other duties as may be prescribed by the board of
directors or president, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such assistant secretary. The board of directors may give general authority to
any other officer to affix the seal of the corporation and to attest the
affixing by his signature.

        Section 11.  The assistant secretary, or if there be more than one, the 
assistant secretaries in the order determined by the board of directors (or if 
there be no such determination, then in the order of their election) shall, in 
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform 
such other duties and have such other powers as the board of directors may from 
time to time prescribe.

                    THE TREASURER AND ASSISTANT TREASURERS

        Section 12.  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 moneys
and 

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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 13.  He shall disburse the funds of the corporation as may be 
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

        Section 14.  If required by the board of directors, he shall give the 
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and 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 15.  The assistant treasurer, or if there shall be more than 
one, the assistant treasurers in the order determined by the board of directors 
(or if there be no such determination, then in the order of their election) 
shall, in the absence of the treasurer or in the event of his inability or 
refusal to act, perform the duties and exercise the powers of the 

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treasurer and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

                                  ARTICLE VI

                            CERTIFICATES FOR SHARES

        Section 1.  The shares of the corporation shall be represented by a 
certificate or shall be uncertificated. Certificates shall be signed by, or in 
the name of the corporation by, the chairman or vice-chairman of the board of 
directors, or the president or a vice-president and the treasurer or an 
assistant treasurer, or the secretary or an assistant secretary of the 
corporation.

        If the corporation shall be authorized to issue more than one class of 
stock or more than one series of any class, the powers, designations, 
preferences and relative, participating, optional or other special rights of 
each class of stock or series thereof and the qualification, limitations or 
restrictions of such preferences and/or rights shall be set forth in full or 
summarized on the face or back of the certificate which  the corporation shall 
issue to represent such class or series of stock, provided that, except as 
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will

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furnish without charge to each stockholder who so requests the powers, 
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications, 
limitations or restrictions of such preferences and/or rights.

        Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement
that the corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

        Section 2.  Any of or all the signatures on a certificate may be 
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                               LOST CERTIFICATES

        Section 3.  The board of directors may direct a new

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certificate or certificates or uncertificated shares to be issued in place of
any certificate or certificates theretofore issued by the corporation alleged to
have been lost, 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 or
uncertificated shares, 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 his legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

                               TRANSFER OF STOCK

        Section 4.  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, assignation 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. 
Upon receipt of proper transfer instructions from the registered owner of 
uncertificated shares such uncer-

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<PAGE>
 
tificated shares shall be cancelled and issuance of new equivalent 
uncertificated shares or certificated shares shall be made to the person 
entitled thereto and the transaction shall be recorded upon the books of the 
corporation.

                              FIXING RECORD DATE

        Section 5.  In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any 
adjournment thereof, or to express consent to corporate action in writing 
without a meeting, or entitled to receive payment of any dividend or other 
distribution or allotment of any rights, or entitled to exercise any rights in 
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date, 
which shall not be more than sixty nor less than ten days before the date of 
such meeting, nor more than sixty days prior to any other action. A 
determination of stockholders of record entitled to notice of or to vote at a 
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                            REGISTERED STOCKHOLDERS

        Section 6.  The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive 
dividends, and to vote as such

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owner, and to hold liable for calls and assessments a person registered on its 
books as the owner of shares, and 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 thereof, except as 
otherwise provided by the laws of Delaware.

                                  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 or reserves 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.

                                     -24-
<PAGE>
 
                               ANNUAL STATEMENT

        Section 3.  The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote 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.

                                     SEAL

        Section 6.  The corporate seal shall have inscribed thereon the name of 
the corporation, the year of its organization and the words "Corporate Seal, 
Delaware". The seal may be used by causing it or a facsimile thereof to be 
impressed or affixed or reproduced or otherwise.

                                INDEMNIFICATION

        Section 7.  The corporation shall indemnify its officers, directors, 
employees and agents to the full extent permitted by the General Corporation Law
of Delaware.

                                     -25-
<PAGE>
 
                                 ARTICLE VIII

                                  AMENDMENTS

        Section 1.  These by-laws may be altered, amended or repealed or new 
by-laws may be adopted by the board of directors. In addition, these by-laws may
be altered, amended or repealed by the affirmative vote of sixty-six and two-
thirds percent (66-2/3%) of the outstanding stock of the corporation entitled to
vote thereon.

                                     -26-
<PAGE>
 
                           AMERAC ENERGY CORPORATION

                        AMENDMENT TO CORPORATE BY-LAWS



     Effective as of December 2, 1997, Section 6 of Article II of the By-laws of
Amerac Energy Corporation, a Delaware corporation (the "Company"), were amended 
and restated in its entirety as follows:

          "Section 6.  Special meetings of stockholders for the transaction of
     such business as may properly come before the meeting may be called by
     order of the Board of Directors or by stockholders holding together at
     least a majority of all the shares of the corporation entitled to vote at
     the meeting, and shall be held as such date and time, within or without the
     State of Delaware, as may be specified by such order."