EXHIBIT 3(b)

                                     BYLAWS

                                       OF

                         CENTRAL POWER AND LIGHT COMPANY

                              (a Texas Corporation)

                           (As Amended April 19, 2000)

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                                      INDEX


           ARTICLE I                  OFFICES

           ARTICLE II                 SEAL

           ARTICLE III                STOCK AND TRANSFERS

           ARTICLE IV                 MEETINGS OF SHAREHOLDERS

           ARTICLE V                  DIRECTORS

           ARTICLE VI                 MEETINGS OF THE BOARD

           ARTICLE VII                OFFICERS

           ARTICLE VIII               COMMITTEES

           ARTICLE IX                 INDEMNIFICATION

           ARTICLE X                  ORDER OF BUSINESS

           ARTICLE XI                 INSPECTION OF BOOKS

           ARTICLE XII                MISCELLANEOUS

           ARTICLE XIII               REFERENCE

            ARTICLE XIV               AMENDMENT
<PAGE>

                                     BYLAWS
                                       OF
                         CENTRAL POWER AND LIGHT COMPANY

                              (A Texas Corporation)


                                    ARTICLE I

                                     OFFICES


          The Corporation shall maintain its principal office in Corpus Christi,
Texas, and may maintain offices at such other places within or without the state
as the Board of Directors may from time to time appoint.


                                   ARTICLE II

                                      SEAL


          The corporate seal of the Corporation shall have inscribed thereon the
name of the Corporation and the words  "Incorporated  1945 Texas", and such seal
may be facsimile.


                                   ARTICLE III

                               STOCK AND TRANSFERS


          Section  1.  Each  holder  of  fully  paid  shares  of  stock  of  the
Corporation shall be entitled to a certificate or certificates representing such
shares,  certifying  the  number  of  shares  owned by the  shareholder  and the
designation  of the class of stock  (and  series,  if any) in which  issued  and
otherwise  complying with any  applicable  law. All such  certificates  shall be
signed by the President or a Vice President and by the Secretary or an Assistant
Secretary of the  Corporation and shall be sealed with the corporate seal of the
Corporation  or a facsimile  thereof.  The  signature  of the  President or Vice
President  and/or the Secretary or Assistant  Secretary of the Corporation  upon
any such  certificate may be facsimile if the certificate is  countersigned by a
transfer  agent or registered by a registrar,  either of which is other than the
Corporation  itself or an employee of the  Corporation,  duly  appointed  by the
Board of Directors.  In case any one or more of such officers of the Corporation
who has signed or whose  facsimile  signature or signatures  have been placed or
impressed or reproduced upon any such  certificate  shall have ceased to be such
officer or officers of the Corporation before such certificate shall be actually
issued, such certificate may be issued and delivered by the Corporation with the
same  effect as if he or they were such  officer or officers at the date of such
issuance.

          Section 2. Shares of stock may be transferred  in the manner  provided
by law;  and the  Corporation,  by its  officers  or agents  appointed  for that
purpose, shall record upon the books of the Corporation a transfer of its shares
upon receipt of a written assignment  thereof,  signed by the shareholder or his
legal  representatives  and  accompanied  by the  surrender  of the  certificate
representing  the shares of stock so  transferred.  No transfer shall affect the
right of the  Corporation to pay any dividend due upon the stock or to treat the
holder of record as the  holder in fact until such  transfer  has been  recorded
upon the books of the  Corporation or until a new certificate has been issued to
the person to whom it has been  transferred.  If an  outstanding  certificate of
stock shall be lost,  destroyed,  or stolen,  the holder  thereof may have a new
certificate upon producing evidence,  satisfactory to the Board of Directors, of
such loss, destruction,  or theft, and upon furnishing to the Corporation a bond
of  indemnity,  deemed  sufficient  by the Board of  Directors,  to protect  the
Corporation against claims under the outstanding certificate.

          Section 3. The stock transfer books of the  Corporation  may be closed
from time to time, by order of the Board of  Directors,  for a stated period not
to  exceed,  in any case,  fifty  (50)  days,  for the  purpose  of  determining
shareholders of the Corporation  entitled to notice of or to vote at any meeting
of shareholders or any  adjournment  thereof,  or entitled to receive payment of
any dividend,  or in order to make a determination of shareholders for any other
proper  purpose,  provided,  however,  that 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 for at least ten
(10) days  immediately  preceding  such  meeting.  In lieu of closing  the stock
transfer books as aforesaid, the Board of Directors may from time to time 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  fifty  (50)  days,  and in case of a
meeting of shareholders  not less than ten (10) days, prior to the date on which
the particular  action  requiring such  determination  of  shareholders is to be
taken.  Whenever a determination of shareholders entitled to vote at any meeting
of shareholders has been made, as hereinabove provided, 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.  If the stock  transfer  books  shall not have been  closed and no
record date shall have been fixed for the determination of shareholders entitled
to notice of or to vote at a meeting of shareholders,  or shareholders  entitled
to receive  payment of a dividend,  as hereinabove  provided,  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.


                                   ARTICLE IV

                            MEETINGS OF SHAREHOLDERS


          Section 1. A meeting of the  shareholders  shall be held on the second
Thursday  in April of each  year or on such  other day as may,  in any year,  be
specified by the Board of Directors.  Each such annual  meeting shall be held at
such place and hour as may be fixed by the Board of Directors.
(As amended 4/19/00)

          Section 2. Special  meetings of the  shareholders may be called by the
Chairman,  if there  shall be one, or by the  President  or by a majority of the
directors and shall be called by the Secretary upon written application of three
or more  shareholders  who are entitled to vote and who hold at least  one-tenth
part  in  interest  of  the  shares  entitled  to  vote  at the  meeting,  which
application shall state the time, place, and purpose of the meeting,  or in such
other manner as may be provided in Article VI of the  Articles of  Incorporation
with Amendments of the  Corporation,  or as may from time to time be provided by
statute.

          Section 3. A written notice,  stating the place,  day, and hour of the
annual  meeting  shall be given by the  Secretary at least ten days and not more
than fifty days before the meeting to each shareholder  entitled to vote thereat
and to each shareholder who, under the Articles of Incorporation with Amendments
or under the Bylaws,  is entitled to such notice,  by delivering  such notice to
him or by mailing it, postage prepaid,  and addressed to such shareholder at his
address as it  appears on the books of the  Corporation.  Like  notice  shall be
given of all special  meetings,  except in cases where other  special  method of
notice may be required by statute, in all which cases the statutory method shall
be followed.  Notices of all meetings of  shareholders  shall state the purposes
for which the meetings are called. Notice of meetings may in all cases be waived
by shareholders entitled to notice.

          Section  4. At all  meetings  of  shareholders,  except  as  otherwise
provided in the Articles of Incorporation with Amendments of the Corporation,  a
representation  of the majority of the number of shares of stock outstanding and
entitled to vote shall be necessary to  constitute a quorum for the  transaction
of any  business,  other than (a)  adjournment  from time to time until a quorum
shall be obtained,  or (b) adjourning  sine die, and for any such  adjournment a
majority vote of whatever stock shall be represented shall be sufficient.

          Section 5. At all shareholders' meetings, except as otherwise provided
in the Articles of Incorporation with Amendments of the Corporation,  holders of
record of stock then having  voting power shall be entitled to one vote for each
share of stock held by them, respectively, upon any question or at any election,
and such vote may, in all cases, be given by proxy,  duly authorized in writing,
and the vote of the  holders of a majority  of the shares  entitled  to vote and
represented  at a meeting at which a quorum is  present  shall be the act of the
shareholders  unless  the vote of a  greater  number  is  required  by law,  the
Articles of Incorporation with Amendments, or Bylaws.


                                    ARTICLE V

                                    DIRECTORS


          Section 1. The  property,  business,  and  affairs of the  Corporation
shall be managed by a Board of Directors  which shall  consist of that number of
directors, not less than three, as shall be fixed from time to time by the Board
of  Directors  or by  the  shareholders  at the  annual  or a  special  meeting;
provided,  however,  that no decrease in the number of directors  shall have the
effect of shortening the term of an incumbent director.  Such directors shall be
elected by the  shareholders,  by ballot, at the annual meeting of shareholders,
by vote of the holders of a majority  of the total  number of shares of stock of
the  Corporation  outstanding  and entitled to vote at the  meeting,  present in
person or represented  by proxy;  and each director so elected shall hold office
until the next  ensuing  annual  election of directors  and until his  successor
shall be duly  elected and  qualified,  unless  sooner  displaced  in the manner
provided by law. The term of any director who is an employee of the  Corporation
(other  than a  President  who  retires)  shall  expire  concurrently  with  the
termination of service of that director as such an employee.  Directors need not
be shareholders of the Corporation.

          Section 2.  Vacancies  occurring in the Board of Directors,  and newly
created  directorships  resulting from any increase in the authorized  number of
directors determined pursuant to the Bylaws, may be filled by vote of a majority
of the directors  then in office,  though less than a quorum,  unless  otherwise
provided in the  Articles of  Incorporation  with  Amendments  or by statute.  A
director  elected to fill a vacancy shall be elected for the  unexpired  term of
his predecessor in office.  A directorship to be filled by reason of an increase
in the number of directors  shall be for a term of office  continuing only until
the next election of one or more  directors by the  shareholders;  provided that
the board of directors may not fill more than two such directorships  during the
period  between  any two  successive  annual  meetings of  shareholders.  Unless
otherwise  provided  in the  Articles of  Incorporation  with  Amendments  or by
statute, when one or more directors shall resign from the Board,  effective at a
future date, a majority of the remaining  directors then in office,  though less
than a quorum  of said  Board,  shall  have the power to fill  such  vacancy  or
vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective;  and each director so chosen shall hold office as herein
provided for the filling of other vacancies.
          Section 3. The Board of  Directors  may hold its meetings and may have
one or more  offices,  and may keep the books of the  Corporation  (except  such
records  and books as by the laws of Texas are  required  to be kept within that
state) outside of Texas, at such places as they may from time to time determine.
In addition to the powers and  authorities by these Bylaws  expressly  conferred
upon them, the Board may exercise all such powers of the Corporation, and do all
such  lawful  acts and things as are not by law or by the Bylaws  required to be
exercised or done by the shareholders.

          Section 4. Without  prejudice to the general  powers  conferred by the
last  preceding  clause,  it is  hereby  expressly  declared  that the  Board of
Directors shall have the following powers, that is to say:

          1. From time to time to make and  change  rules and  regulations,  not
     inconsistent  with these Bylaws,  for the  management of the  Corporation's
     business and affairs.

          2. From time to time,  as and when and upon such terms and  conditions
     as it may determine,  to issue any part of the authorized  capital stock of
     the Corporation.

          3.  To  purchase,  or  otherwise  acquire  for  the  Corporation,  any
     property,  right,  or privilege  which the  Corporation  is  authorized  to
     acquire  at such price or  consideration,  and  generally  on such terms or
     conditions as it shall think fit.

          4. At its  discretion,  to pay for any  property or rights  acquired
          by the
     Corporation, either wholly or partly, in money, stock, bonds, debentures or
     other securities of the Corporation.

          5. To borrow money, to create, make, and issue mortgages, bonds, deeds
     of trust,  trust agreements and negotiable or transferable  instruments and
     securities, secured by mortgage or otherwise, and to do every other act and
     thing  necessary  to  effectuate  the  same,  but  subject  always  to  all
     requirements of law, as to the consent or  authorization of shareholders or
     otherwise, in respect thereof.

          6. To remove or  suspend,  at its  discretion,  any and all  officers,
     employees, and agents, permanently or temporarily, as it may think fit, and
     to determine and fix, and from time to time change their duties,  salaries,
     and  emoluments,  and to require  security  in such  instances  and in such
     amounts as it thinks fit.

          7. To  confer by  resolution  upon any  committee  or  officer  of the
     Corporation,  the power to choose, remove, or suspend subordinate officers,
     employees, and agents.

          8. To appoint  any person or  Corporation  to accept and hold in trust
     for the Corporation any property belonging to the Corporation,  or in which
     it is interested,  or for any other purpose, and to execute and do all such
     deeds and things as may be requisite in relation to any such trust.

          9. To determine who shall be authorized on the Corporation's behalf to
     sign bills, notes,  receipts,  acceptances,  endorsements,  checks, drafts,
     bonds,  mortgages,  releases,  contracts,  and other papers and  documents,
     subject always to any requirements of law in respect thereof.

            10. To delegate,  to the extent  permitted  from time to time by the
     laws of the State of Texas,  any of the power of the Board in the course of
     the  current  business  of the  Corporation  to  any  standing  or  special
     committee, or to any officer, or agent, or to appoint any persons to be the
     agents  of the  Corporation  with  such  powers  (including  the  powers to
     sub-delegate) and upon such terms as it shall think fit.


                                   ARTICLE VI

                              MEETINGS OF THE BOARD


          Section  1.  Regular  meetings  of  the  Board  of  Directors  of  the
Corporation  shall be held at such place and time as may be designated from time
to time by the  Board.  Special  meetings  of the  Board  may be  called  by the
Chairman,  if there shall be one, or by the  President,  or by a Vice  President
when acting as President, or by any two directors,  upon not less than two days'
notice to each director,  either  personally,  by telephone,  by telegraph or by
mail.  Notice of any  meeting  of the Board  may be  waived  in  writing  by any
director,  either before or after the meeting,  and shall be deemed to have been
waived by his attendance at such meeting.

          Section 2. A majority of the authorized number of directors determined
pursuant to the Bylaws shall constitute a quorum for the transaction of business
at any meeting of the Board of  Directors,  but a lesser number may adjourn from
time to time until a quorum shall be obtained or may adjourn sine die.

          Section  3. The act of the  majority  of the  directors  present  at a
meeting at which a quorum is present  shall be the act of the Board of Directors
unless the act of a greater number is required by the Articles of  Incorporation
or the Bylaws or law.  The Board shall keep  minutes of the  proceedings  at its
meetings.

          Section 4. Directors,  as such,  shall receive such  compensation  and
expenses of attendance,  if any, as may be fixed or allowed by resolution of the
Board. Nothing herein contained shall be construed to preclude any director from
serving  the  Corporation  in any  other  capacity  and  receiving  compensation
therefor.


                                   ARTICLE VII

                                    OFFICERS


          Section 1. There  shall be elected by the Board of  Directors,  at its
first meeting (if  practicable)  held after the annual  election of directors in
each year, a President, a Secretary, a Treasurer, a Controller, and, if desired,
one  or  more  Assistant  Secretaries,   Assistant  Treasurers,   and  Assistant
Controllers.  The Board of Directors also may provide for and elect at any time,
a  Chairman,  a General  Manager,  one or more Vice  Presidents,  and such other
officers, and prescribe such duties for them,  respectively,  as in the judgment
of the Board of  Directors  may be  required  from time to time to  conduct  the
business  of the  Corporation.  Any two or more  offices,  except the offices of
President and Vice  President,  President and  Secretary,  President and General
Manager,  and Chairman and any other office, may be held by the same person. All
officers elected by the Board of Directors shall hold their respective  offices,
unless sooner terminated, until the first meeting of the Board of Directors held
after the next ensuing annual  election of directors and until their  respective
successors, willing to serve, shall have been duly elected and qualified. Any of
such  officers may be removed from their  respective  offices at the pleasure of
the Board.

          Section 2. The  Chairman of the Board,  if there  shall be one,  shall
preside at all meetings of the  stockholders  and of the Board of Directors.  He
shall be a member of the  committees to which he has been appointed by the Board
of Directors. He shall also have such other powers and duties as may at any time
be prescribed by these Bylaws or by the Board of Directors.

          Section 3. The President shall be the chief  executive  officer of the
Company and have general  authority  over all of the business and affairs of the
Company  and over all other  officers,  agents  and  employees  of the  Company,
subject to the  direction of the Board of  Directors.  He shall have general and
active management of the business and affairs of the Company, and full authority
and responsibility with respect to making effective all resolutions of the Board
of Directors. He may execute bonds,  mortgages,  contracts and other instruments
on  behalf  of  the  Company,   except  those  required  by  law,   governmental
regulations,  or indentures and other  agreements of the Company to be otherwise
signed and  executed  or  expressly  required  by the Board of  Directors  to be
executed  by some other  officer or agent of the  Company.  He may  suspend  the
authority of any other officer or officers of the Company,  subject, however, to
the  pleasure  of the Board of  Directors  at its next  meeting.  He shall  have
authority  to  appoint  and to  remove  and  discharge  any and all  agents  and
employees  of the  Company  not  elected or  appointed  directly by the Board of
Directors.  In any absence of a Chairman of the Board he shall, if present, have
all powers and duties conferred upon the Chairman of the Board.

          Section  4. The  General  Manager,  if one is  elected by the Board of
Directors,  shall  have  such  powers  and  duties  as may from  time to time be
prescribed by the Board of Directors.  In case the President,  due to absence or
any other  cause,  shall be  unable  at any time to attend to the  duties of the
office  of  President  requiring  attention,  or  in  the  case  of  his  death,
resignation,  or removal  from  office,  the powers and duties of the  President
shall,  except as the Board of  Directors  may  otherwise  provide,  temporarily
devolve upon the General Manager, and shall be exercised by such General Manager
as acting President during such inability of the President, or until the vacancy
in the  office  of the  President  shall  be  filled.  In case  of the  absence,
disability,  death, resignation, or removal from office of the President and the
General  Manager,  the Board of  Directors  shall  elect one of its  members  to
exercise  the  powers  and  duties  of the  President  during  such  absence  or
disability, or until the vacancy in one of said offices shall be filled.

          Section  5. The Vice  President,  if one is  elected  by the  Board of
Directors,  or Vice  Presidents,  if more  than one is  elected  by the Board of
Directors,  shall  have  such  powers  and  duties  as may from  time to time be
prescribed by the Board of Directors.

          Section 6. The Secretary shall attend all meetings of the shareholders
and the Board of  Directors,  shall keep a true and faithful  record  thereof in
proper  books to be provided  for that  purpose,  and shall have the custody and
care of the corporate seal, records, and minutes of shareholders' and directors'
meetings.  He shall issue all notices  required for meetings of the shareholders
and the Board of  Directors.  Whenever  requested by not less than  one-third in
number of the  directors  constituting  the  whole  Board to give  notice  for a
meeting of the Board of  Directors,  the  Secretary  shall give such notice,  as
requested,  and the notice  shall  state the names of the  directors  making the
request.  He shall have such other powers and duties as are commonly  incidental
to the office of Secretary,  or as may be prescribed  for him. He shall be sworn
to the faithful discharge of his duty.

          Section 7. The Treasurer  shall have charge of and be responsible  for
the  collection,  receipt,  custody,  and  disbursement  of  the  funds  of  the
Corporation,  and shall deposit its funds in the name of the Corporation in such
banks,  trust  companies,  or safe deposit  vaults as the Board of Directors may
direct. He shall have the custody of such books,  receipted vouchers,  and other
books and papers as in the  practical  business  operations  of the  Corporation
shall  naturally  belong in the office or custody of the Treasurer,  or shall be
placed  in his  custody  by the  Board of  Directors,  by the  Chairman,  by the
President,  or by a Vice President when acting as President.  He shall also have
charge of the safekeeping of all stocks,  bonds,  mortgages and other securities
belonging  to the  Corporation,  except his own bond;  but such  stocks,  bonds,
mortgages,  and other  securities  shall be deposited for  safekeeping in a safe
deposit  vault to be  approved  by the  Board of  Directors,  in a box or boxes,
access to which shall be had as may be provided  by  resolution  of the Board of
Directors. He shall have such other powers and duties as are commonly incidental
to the office of Treasurer,  or as may be prescribed for him. He may be required
to give bond to the Corporation for the faithful discharge of his duties in such
form and to such amount and with sureties as shall be determined by the Board of
Directors.

          Section 8. The Controller  shall be responsible  for the  installation
and supervision of all accounting  records of the  Corporation,  the preparation
and  interpretation of the financial  statements and reports of the Corporation,
and   maintenance   of   appropriate   and   adequate   records  of   authorized
appropriations,  and the  determination  that all sums expended pursuant to such
appropriations are properly accounted for, and the ascertainment  currently that
all financial transactions  authorized or approved by the Board of Directors are
properly executed and recorded.  The Controller shall also have (a) direction of
the accounting  system and the functional  supervision over the records of other
departments  of  the  Corporation  pertaining  to  revenues,  expenses,  moneys,
securities,  properties, and other assets of the Corporation, (b) custody of all
books and records of account and other  papers  relating to the  accounts of the
Corporation,  except such books and records as, in the normal course of business
of the  Corporation,  shall normally or ordinarily  belong in the custody of the
Treasurer  of the  Corporation  or as  shall be  placed  in the  custody  of the
Treasurer or other  personnel by the Board of Directors,  the President,  or any
Vice President  when acting as President,  (c) authority to establish or approve
accounting  practices  and  procedures  required or deemed  necessary  to assure
compliance  with the accounting  rules,  regulations,  or orders of governmental
authorities  having  jurisdiction,  (d) access to all papers and  records of the
Corporation relating to its properties and other assets, revenues, and expenses,
and (e) such other powers and duties as are commonly incidental to the office of
Controller,  or as may be prescribed  for him. The Controller may be required to
give bond to the Corporation for the faithful  discharge of his duties,  in such
form and in such amount, and with such sureties,  if any, as shall be determined
by the Board of Directors.

          Section 9. Assistant  Secretaries or Assistant Treasurers or Assistant
Controllers  shall assist the  Secretary,  the  Treasurer,  and the  Controller,
respectively, as the case may be, in the performance of the respective duties of
such  principal  officers;  and in  case  of  the  absence,  disability,  death,
resignation,  or removal from office of any such principal  officer,  the powers
and duties of such principal  officer shall,  except as otherwise ordered by the
Board of Directors,  temporarily  devolve upon his assistant or senior assistant
if there shall be more than one. Such  Assistants  shall also perform such other
duties as may be assigned to them from time to time.


                                  ARTICLE VIII

                                   COMMITTEES


          Section 1. The Board of Directors  may from time to time  appoint,  by
resolution  passed  by a  majority  of the  whole  Board,  standing  or  special
committees,  each  consisting of one or more  directors,  each committee to have
such powers, permitted by law, as the Board may determine.

          Section 2.  Meetings of a committee  may be called by the  chairman of
the  committee,  by any two  members of a  committee  consisting  of two or more
members,  by any sole member of a committee or by the President.  Notice of each
committee  meeting,  stating the date,  hour and place at which it will be held,
shall be given to each member of the  committee  personally,  by  telephone,  by
telegraph  or by mail,  at least  two days  before  the day of such  meeting.  A
majority  of the  members  of a  committee  shall  constitute  a quorum  for the
transaction of business at any meeting thereof,  but a lesser number may adjourn
the meeting  from time to time until a quorum is  obtained  or may adjourn  sine
die. A majority  vote of those  present at a meeting of a  committee  at which a
quorum is present shall be decisive of all questions before the meeting.

          Section  3. In the  absence  or  disqualification  of any  member of a
committee,  the  remaining  member  or  members  present  at a  meeting  and not
disqualified  from voting,  whether or not  constituting  a quorum,  may appoint
another  director  to act at  such  meeting  in the  place  of  such  absent  or
disqualified member.

          Section 4. Notice to a director of any committee meeting may be waived
in writing by such  director,  either before or after the meeting,  and shall be
deemed to have been waived by his attendance at the meeting.


                                   ARTICLE IX

                                 INDEMNIFICATION


          Section 1. 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 such  person is or was a  director  or  officer  of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another  corporation,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such  action,  suit or  proceeding  if such person  acted in good faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests of the  Corporation  and is not  determined  by the Board to have been
guilty of misconduct in the  performance of his or her duty to the  Corporation.
Provided,  however,  that no person  shall be  indemnified  for amounts  paid in
settlement,  unless  the  terms  and  conditions  of such  settlement  have been
consented to by the  Corporation.  And further provided that with respect to any
criminal  action or proceeding,  such person had no reasonable  cause to believe
that his or her conduct was unlawful.  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
person  did not act in good  faith  and in a manner  which he or she  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  reasonable  cause to
believe that such conduct was  unlawful;  provided,  however,  that no indemnity
prohibited by law shall be made.

          Section 2. 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 or suit by or in the  right of the  Corporation  to  procure a
judgment  in its  favor by  reason  of the fact  that  such  person  is or was a
director  or officer of the  Corporation  or is or was serving at the request of
the Corporation as a director or officer of another corporation,  joint venture,
trust or other enterprise, against expenses (including attorneys' fees) actually
and  reasonably  incurred  by such  person in  connection  with the  defense  or
settlement  of such action or suit if such  person  acted in good faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests of the Corporation.  Provided that no indemnification shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable for  misconduct in the  performance  of his or her duty to
the Corporation unless and only to the extent that a District Court of the State
of Texas or 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 person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper;  and further  provided  that no indemnity  prohibited  by law
shall be made.

          Section  3. The  Corporation  may  indemnify,  to the same  extent  as
hereinabove  provided,  any  person  who is or was an  employee  or agent of the
Corporation,  or is or was  serving  at the  request  of the  Corporation  as an
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise.  Any  indemnification  under this Section 3 shall be made only
upon the  authorization  of the Board of Directors,  which may occur at any time
prior to,  during,  or after  final  judgment or order,  in any action,  suit or
proceeding to which such person is or is threatened to be made a party. No right
to such indemnification is created by this Section 3.

          Section  4. Any  indemnification  under  Sections  1, 2 and 3  (unless
ordered by a court) shall be made by the  Corporation  only as authorized in the
specific  case  upon a  determination  that  indemnification  of  the  director,
officer,  employee or agent is proper in the  circumstances  because such person
has met the  applicable  standard of conduct set forth in Sections 1 and 2. Such
determination  shall be made (i) by the Board of Directors by majority vote of a
quorum  consisting  of directors  who were not parties to such  action,  suit or
proceeding, or (ii) if such a quorum is not obtainable,  or, even if obtainable,
by independent legal counsel in a written opinion,  if a quorum of disinterested
directors so directs, or (iii) by the stockholders.

          Section 5. 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  as
authorized  by the Board of Directors  in the  specific  case upon receipt of an
undertaking by or on behalf of such director,  or officer,  to repay such amount
unless it shall  ultimately  be  determined  that such  person is entitled to be
indemnified  by the  Corporation  as authorized  in this Article.  Such expenses
incurred by other employees and agents with respect to which  indemnification is
claimed  hereunder may also be advanced upon such terms and conditions,  if any,
as the Board of Directors deems appropriate.

          Section  6.  The  Corporation  may,  as  authorized  by the  Board  of
Directors, purchase and maintain insurance on behalf of any person 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 such person and incurred by him or her in
any such  capacity,  or arising out of this  status as such,  whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Article.

          Section 7. Insofar as  indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the Corporation  pursuant to the foregoing  provisions of
this  Article  or the laws of the  State of  Texas,  in the  event any claim for
indemnification  against  such  liabilities  (other  than for the payment by the
Corporation  of expenses,  including  attorneys'  fees,  actually and reasonably
incurred by a director,  officer or controlling person of the Corporation in the
successful  defense of any action,  suit or proceeding) is asserted  against the
Corporation by such director,  officer or controlling  person in connection with
the  registration  of  any  security  under  the  Securities  Act of  1933,  the
Corporation  will,  unless in the  opinion  of its  counsel  the matter has been
settled by controlling  precedent,  submit to court of appropriate  jurisdiction
the question whether such  indemnification  by the Corporation is against public
policy as  expressed by the  Securities  Act of 1933 and will be governed by the
final adjudication of such issue.

          Section  8.  Each  person  who is or was or had  agreed  to  become  a
director, officer, employee or agent of the Corporation, or each such person who
is or was  serving  or had  agreed  to  serve  at the  request  of the  Board of
Directors  or an  officer  of the  Corporation  as an  employee  or agent of the
Corporation or as a director, officer, employee or agent of another corporation,
partnership,  joint  venture,  trust or other  enterprise  (including the heirs,
executors,  administrators  or  estate  of such  person),  shall be  indemnified
(including,  without limitation,  the advancement of expenses and payment of all
loss, liability and expenses) by the Corporation to the full extent permitted by
the Texas Business  Corporation Act or any other applicable laws as presently in
effect or as may  hereafter be amended  (but in the case of any such  amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights than said laws  permitted  the  Corporation  to
provide  prior to such  amendment);  provided  however,  that no person shall be
indemnified  for amounts paid in settlement  unless the terms and  conditions of
such settlement  have been consented to by the Corporation and provided  further
that no  indemnification  for employees or agents of the Corporation (other than
directors and officers)  will be made without the express  authorization  of the
Corporation's Board of Directors.


                                    ARTICLE X

                                ORDER OF BUSINESS


          Section 1. The order of business at meetings of the Board of Directors
shall be  determined  by the  Chairman,  if  there  shall be one and he shall be
present,  or by the President or other person acting as Chairman of the meeting,
unless otherwise ordered by the Board.


                                   ARTICLE XI

                               INSPECTION OF BOOKS


          Section 1. The directors  shall  determine  from time to time whether,
and if allowed,  when and under what conditions and regulations the accounts and
books of the Corporation  (except such as may by statute be specifically open to
inspection),  or any of them,  shall be open to inspection by the  shareholders,
and the  shareholders'  rights in this respect are and shall be  restricted  and
limited accordingly, except as otherwise provided by law.


                                   ARTICLE XII

                                  MISCELLANEOUS
          Section  1. No  debts  shall  be  contracted  by or on  behalf  of the
Corporation,  except for current  expenses  incurred in the  ordinary  course of
business,  unless  authorized  or approved by the Board of  Directors  or by the
Chairman,  if there shall be one, or by the President or a Vice  President  when
acting pursuant to authority or approval  granted by the Board of Directors.  No
bills  shall be paid by the  Corporation  unless  audited  and  approved  by the
Controller,  or individual(s)  he may designate,  to audit and approve bills for
payment.

          Section 2. The dividends on the preferred stock, if declared, shall be
payable  on  the  dates  as  provided  in the  Articles  of  Incorporation  with
Amendments.  All  dividends  declared  upon the Common Stock shall be payable at
such times as may be fixed by the Board of Directors. Before paying any dividend
or making  any  distribution  of  profits,  there  shall be set aside out of the
surplus  or net  profits  of the  Corporation,  such sum or sums as the Board of
Directors may from time to time, in their absolute discretion, think proper as a
reserve  fund  to  meet  contingencies,  or  for  equalizing  dividends,  or for
repairing  or  maintaining  any property of the  Corporation,  or for such other
purpose as the Board shall think conducive to the interests of the Corporation.

          Section  3.  The  calendar  year  shall  be  the  fiscal  year  of the
Corporation.


                                  ARTICLE XIII

                                    REFERENCE


          Section 1. The Articles of Incorporation  with Amendments,  as amended
from time to time, are  incorporated  herein by reference and shall govern as to
the provisions thereof, notwithstanding any provision herein to the contrary.


                                   ARTICLE XIV

                                    AMENDMENT


          Section 1. These  Bylaws may be altered,  amended or rescinded by vote
of a majority of the  shareholders  having voting power at any annual meeting or
at any special meeting of said  shareholders  called for the purpose and, if and
to the extent permitted by law, may also be altered, amended or rescinded by the
Board of Directors.