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                                                                     EXHIBIT 3.2

                                    BY-LAWS
                                        
                                       OF
                                        
                           COBB RESOURCES CORPORATION

                                    OFFICES

     Section 1.  The principal office of the corporation in the state of New
Mexico shall be located at Albuquerque, New Mexico.  The corporation may have
such other offices, either within or without the state of New Mexico, as the
Board of Directors may designate or as the business of the corporation may
require from time to time.

                                  SHAREHOLDERS

     Section 2.  Annual Meetings.  The annual meeting of the shareholders shall
be held during the months of October, November or December of each year at such
time and place as the President, Vice President or Secretary shall designate,
for the purpose of electing Directors and for the transaction of such other
business as may come before the meeting.

     Section 3.  Special Meetings.  Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by the Board of Directors, and shall be called by the
President at the request of the holders of not less than one-tenth of all the
outstanding shares of the corporation entitled to vote at the meeting.

     Section 4.  Place of Meeting.  The Board of Directors may designate any
place, either within or without the state of New Mexico, 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 New
Mexico, as the place for the holding of such meeting.  If no designation is
made, or if a special meeting be otherwise called, the place of meeting shall
be the registered office of the corporation in the state of New Mexico.

     Section 5.  Notice of Meeting.  Written or printed notice stating the
place, date and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten not more than fifty days before the date of the meeting, either
personally or by mail, by or at the direction of the President or 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 at

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                                                                    Exhibit A  
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his address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid.

     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 of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, fifty 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
for at least ten 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 fifty days, and, in case of a meeting of shareholders, not less
than ten 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, or shareholders
entitled to receive payment of a dividend, 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.

     Section 7.  Quorum. One-third 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. If less than one-third of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

     Section 8.  Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

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     Section 9. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
By-laws of such corporation may prescribe, or in the absence of such provision,
as the Board of Directors of such corporation may determine.

     Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so be
contained in an appropriate order of the court by which such receiver was
appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.

     Section 10. Voting. There shall be no cumulative voting of shares.

     Section 11. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other 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 all of the
shareholders entitled to vote with respect to the subject matter thereof.

                               BOARD OF DIRECTORS

     Section 12. General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors.

     Section 13. Number, Tenure and Qualifications. The number of Directors of
the corporation shall be four. Each Director shall hold office until the next
annual or special meeting of shareholders at which a new Board of Directors is
elected and until his successor shall have been elected and qualified.
Directors need not be residents of New Mexico or shareholders of the
corporation.



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     Section 14.  Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this By-law 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 New
Mexico,for the holding of additional regular meetings without other notice than
such resolution.

     Section 15. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or any two 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 New Mexico, as the
place for holding any special meeting of the Board of Directors called by them.

     Section 16.  Notice. Notice of any special meeting shall be given at least
two days previous thereto by written notice delivered personally or mailed to
each director at his business address, or by telegram. If mailed, such notice
shall be deemed to be delivered when deposited in the United States Mail so
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except in cases in which a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.

     Section 17.  Quorum. A majority of the number of directors fixed by
Section 13 shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such majority is present at
a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.

     Section 18.  Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

     Section 19.  Vacancies. Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office. Any directorship to be filled by reason of an increase in the number of
directors may be filled by the Board of Directors for a term of office
continuing only until the next election of directors by the shareholders.

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     Section 20. Compensation. By resolution of the Board 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.

     Section 21. Presumption of Assent. A Director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.

     Section 22. Committees. (a) The Board of Directors, by a resolution or
resolutions adopted by a majority of the members of the whole Board, may
appoint an Executive Committee and such other committees as it may deem
appropriate. Each committee shall have and may exercise such powers as shall be
conferred or authorized by the resolution appointing it. A majority of any such
committee may determine its action and may fix the time and place of its
meetings, unless provided otherwise by the Board of Directors. The Board of
Directors shall have the power at any time to determine the size and membership
of, to fill vacancies in, to change the size or membership of, and to discharge
any such committee.

     (b)  Each such committee shall keep a written record of its acts and
proceedings and shall submit such record to the Board of Directors at each
regular meeting thereof and at such other times as requested by the Board of
Directors. Failure to submit such record, or failure of the Board to approve
any action indicated therein will not, however, invalidate such action to the
extent it has been carried out by the Corporation prior to the time the record
of such action was, or should have been, submitted to the Board of Directors as
herein provided.

     Section 23. Informal Action by Directors. Any action required to be taken
at a meeting of the Directors, or a committee appointed by the Directors, or
any other action which may be taken at a meeting of the Directors, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the Directors with respect to the subject matter
thereof.


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                                    OFFICERS

     Section 24.  Officers.  The officers of the corporation shall be the
Chairman of the Board of Directors, the President, one or more Vice Presidents,
a Secretary and a Treasurer, each of whom shall be elected by the Board of
Directors and such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors.  Any two or
more offices may be held by the same persons, except the offices of President
and Secretary.

     Section 25.  Election and Term of Office.  The officers of the corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders.  If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be.  Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his death or until he
shall resign or shall have been removed in the manner hereinafter provided.

     Section 26.  Removal.  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 would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed.

     Section 27.  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

     Section 28.  Chairman of the Board.  The Chairman of the Board shall
preside at meetings of the Board of Directors.  Except where, by law, the
signature of the President is required, the Chairman shall possess the same
power as the President to act on behalf of the corporation, to sign all
certificates, contracts, and other instruments of the corporation "which may be
authorized by the Board of Directors or required by laws or otherwise
necessary."

     Section 29.  President.  The President 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 the business and affairs
of the corporation.  He shall, when present, preside at all meetings of the
shareholders.  In the absence of the Chairman of the Board of Directors or in
the event of his death, inability or refusal to act, the President shall
preside at meetings of the Board of Directors.  The President may sign, with
the Secretary, Assistant Secretary or any other proper

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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 in which the signing and execution thereof shall
be expressly delegated by the Board of Directors or by the By-laws 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, and such other duties as may be prescribed by
the Board of Directors from time to time.

     Section 30. The Vice-Presidents. In the absence of the President or in the
event of his death, 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 at the time of their election, or in the absence of any designation,
then in the order of their election), if there be a Vice-President, 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. Any
Vice-President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the corporation; and shall perform such other duties
as from time to time may be assigned to him by the President or the Board of
Directors.

     Section 31. The Secretary. The Secretary shall: (a) keep the minutes of
the shareholders and of the Board of Directors meetings in one or more books
provided for the that purpose; (b) see that all notices duly are given in
accordance with the provisions of these By-laws 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 duly is 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 President, or a
Vice-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 incident to the office of the Secretary and such
other duties as from time to time may be assigned to him by the President or by
the Board of Directors.

     Section 32. The Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board of Directors shall determine.
He shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source what-



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soever, and deposit all such monies in the name of the corporation in such
banks, trust companies, or other depositories as shall be selected; and (b) in
general perform all of the duties incident to the offices of Treasurer and such
other duties as from time to time may be assigned to him by the President or by
the Board of Directors.

     Section 33.    Assistant Secretaries and Assistant Treasurers. The 
Assistant Secretaries, when authorized by the Board of Directors, may sign with
the President or a Vice-President certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall respectively, if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President or the Board of Directors.

     Section 34.    Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
corporation.

                     CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 35.    Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into contracts 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 36.    Loans. No loans 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 37.    Checks, Drafts, etc. All checks, drafts or other order for
the payment of money, notes or other evidences of indebtedness 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 by resolution of the Board of Directors.

     Section 38.    Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.


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                                 MISCELLANEOUS

     Section 39.  Certificates for Shares. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the Chairman of the Board of
Directors, the President or a 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 of shares and date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the corporation as the Board of Directors may
prescribe.

     Section 40.  Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the corporation shall be deemed by
the corporation to be the owner thereof for all purposes.

     Section 41.  Dividends. The Board of Directors may from time to time
declare, and the corporation may pay, dividends on its outstanding shares and
also may declare stock dividends and stock splits in the manner and upon the
terms and conditions provided by law.

     Section 42.  Seal. The Board of Directors shall provide a corporate seal
which shall be circular in form and shall have inscribed thereon the name of
the corporation and the state of incorporation and the words, "Corporate Seal."

     Section 43.  Waiver of Notice. Whenever any notice is required to be given
to any shareholder or director of the corporation under the provisions of these
By-laws or under the provisions of the Articles of Incorporation or under the
provisions of the New Mexico Business Corporation Act, 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 deemed equivalent to the giving of 
such notice. 

     Section 44.  Amendments. These By-laws may be altered, amended or repealed
and new By-lays may be adopted by the Board of Directors at any regular or
special meeting of the Board of Directors.



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