Exhibit 3-b


               KANSAS CITY POWER & LIGHT COMPANY


                            BY-LAWS


                  AS AMENDED NOVEMBER 7, 2000


<PAGE>

               KANSAS CITY POWER & LIGHT COMPANY

                            BY-LAWS


                           ARTICLE I


                            Offices

      Section  1.   The registered office of the Company  in  the
State  of  Missouri  shall  be at 1201 Walnut,  in  Kansas  City,
Jackson County, Missouri.

      Section 2.  The Company also may have offices at such other
places  either  within or without the State of  Missouri  as  the
Board  of  Directors  may  from time to  time  determine  or  the
business of the Company may require.


                           ARTICLE II

                          Shareholders

      Section 1.  All meetings of the shareholders shall be  held
at  such place within or without the State of Missouri as may  be
selected by the Board of Directors or Executive Committee, but if
the  Board  of  Directors or Executive Committee  shall  fail  to
designate  a  place for said meeting to be held,  then  the  same
shall be held at the principal place of business of the Company.

      Section 2.  An annual meeting of the shareholders shall  be
held  on  the first Tuesday of May in each year, if not  a  legal
holiday, and if a legal holiday, then on the first succeeding day
which is not a legal holiday, at ten o'clock in the forenoon, for
the  purpose of electing directors of the Company and transacting
such  other  business  as  may properly  be  brought  before  the
meeting.

      Section  3.   Unless otherwise expressly  provided  in  the
Restated Articles of Consolidation of the Company with respect to
the Cumulative Preferred Stock, Cumulative No Par Preferred Stock
or  Preference  Stock, special meetings of the  shareholders  may
only be called by the Chairman of the Board, by the President  or
at  the  request  in  writing  of a  majority  of  the  Board  of
Directors.   Special meetings of shareholders of the Company  may
not be called by any other person or persons.

     Section 4.  Written or printed notice of each meeting of the
shareholders,  annual or special, shall be given  in  the  manner
provided in the corporation laws of the State of

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Missouri.  In case of a call for any special meeting, the  notice
shall state the time, place and purpose of such meeting.

      Any notice of a shareholders' meeting sent by mail shall be
deemed  to be delivered when deposited in the United States  mail
with postage thereon prepaid addressed to the shareholder at  his
address as it appears on the records of the Company.

     In addition to the written or printed notice provided for in
the  first  paragraph of this Section, published notice  of  each
meeting  of  shareholders shall be given in such manner  and  for
such  period of time as may be required by the laws of the  State
of Missouri at the time such notice is required to be given.

     Section 5.  Attendance of a shareholder at any meeting shall
constitute  a  waiver of notice of such meeting  except  where  a
shareholder  attends  a  meeting  for  the  express  purpose   of
objecting to the transaction of any business because the  meeting
is not lawfully called or convened.

      Section  6.  At least ten days before each meeting  of  the
shareholders,  a  complete list of the shareholders  entitled  to
vote  at  such meeting, arranged in alphabetical order  with  the
address  of  and  the number of shares held  by  each,  shall  be
prepared  by the officer having charge of the transfer  book  for
shares of the Company.  Such list, for a period of ten days prior
to  such meeting, shall be kept on file at the registered  office
of  the  Company  and  shall  be subject  to  inspection  by  any
shareholder at any time during usual business hours.   Such  list
shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any shareholder
during  the whole time of the meeting.  The original share ledger
or  transfer  book, or a duplicate thereof kept in the  State  of
Missouri,  shall  be  prima facie evidence  as  to  who  are  the
shareholders  entitled to examine such list or  share  ledger  or
transfer book or to vote at any meeting of shareholders.

      Failure  to  comply with the requirements of  this  Section
shall  not  affect the validity of any action taken at  any  such
meeting.

      Section  7.  Each outstanding share entitled to vote  under
the  provisions of the articles of consolidation of  the  Company
shall  be  entitled  to one vote on each matter  submitted  at  a
meeting  of the shareholders.  A shareholder may vote  either  in
person or by proxy executed in writing by the shareholder  or  by
his  duly  authorized attorney-in-fact.  No proxy shall be  valid
after  eleven  months  from  the date of  its  execution,  unless
otherwise provided in the proxy.

      At any election of directors of the Company, each holder of
outstanding  shares of any class entitled to vote  thereat  shall
have  the  right to cast as many votes in the aggregate as  shall
equal the number of shares of such class held, multiplied by the


                               -2-

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number  of directors to be elected by holders of shares  of  such
class,  and may cast the whole number of votes, either in  person
or  by proxy, for one candidate, or distribute them among two  or
more candidates as such holder shall elect.

      Section  8.  At any meeting of shareholders, a majority  of
the outstanding shares entitled to vote represented in person  or
by  proxy  shall  constitute  a quorum  for  the  transaction  of
business,  except  as otherwise provided by  statute  or  by  the
articles of consolidation or by these By-laws.  The holders of  a
majority  of  the shares represented in person or  by  proxy  and
entitled  to vote at any meeting of the shareholders  shall  have
the right successively to adjourn the meeting to a specified date
not  longer than ninety days after any such adjournment,  whether
or not a quorum be present.  The time and place to which any such
adjournment is taken shall be publicly announced at the  meeting,
and  no  notice  need  be  given  of  any  such  adjournment   to
shareholders  not present at the meeting.  At any such  adjourned
meeting at which a quorum shall be present, any business  may  be
transacted  which might have been transacted at  the  meeting  as
originally called.

     Section 9.  The vote for directors and the vote on any other
question  that  has been properly brought before the  meeting  in
accordance  with these By-laws shall be by ballot.   Each  ballot
cast  by  a  shareholder must state the name of  the  shareholder
voting  and the number of shares voted by him and if such  ballot
be  cast  by a proxy, it must also state the name of such  proxy.
All  elections  and  all  other questions  shall  be  decided  by
plurality  vote, unless the question is one on which  by  express
provision of the statutes or of the articles of consolidation  or
of these By-laws a different vote is required, in which case such
express  provision shall govern and control the decision of  such
question.

      Section  10.  The Chairman of the Board, or in his  absence
the  President of the Company, shall convene all meetings of  the
shareholders  and shall act as chairman thereof.   The  Board  of
Directors may appoint any shareholder to act as chairman  of  any
meeting of the shareholders in the absence of the Chairman of the
Board  and the President, and in the case of the failure  of  the
Board  so to appoint a chairman, the shareholders present at  the
meeting  shall elect a chairman who shall be either a shareholder
or a proxy of a shareholder.

      The Secretary of the Company shall act as secretary of  all
meetings of shareholders.  In the absence of the Secretary at any
meeting  of  shareholders, the presiding officer may appoint  any
person to act as secretary of the meeting.

      Section 11.  At any meeting of shareholders where a vote by
ballot  is  taken  for  the  election  of  directors  or  on  any
proposition,  the person presiding at such meeting shall  appoint
not  less  than two persons, who are not directors, as inspectors
to  receive  and  canvass the votes given  at  such  meeting  and
certify the result to him.  Subject to any statutory requirements
which  may  be  applicable,  all  questions  touching  upon   the
qualification  of  voters,  the  validity  of  proxies,  and  the
acceptance or rejection of votes


                               -3-

<PAGE>

shall be decided by the inspectors.  In case of a tie vote by the
inspectors  on any question, the presiding officer  shall  decide
the issue.

      Section 12.  Unless otherwise provided by statute or by the
articles  of  consolidation, any action required to be  taken  by
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.

      Section  13.   No business may be transacted at  an  annual
meeting  of  shareholders, other than  business  that  is  either
(a)  specified  in  the  notice of  meeting  (or  any  supplement
thereto)  given by or at the direction of the Board of  Directors
(or   any  duly  authorized  committee  thereof),  (b)  otherwise
properly brought before the annual meeting by or at the direction
of  the  Board  of  Directors (or any duly  authorized  committee
thereof)  or  (c)  otherwise properly brought before  the  annual
meeting  by  any  shareholder  of  the  Company  (i)  who  is   a
shareholder  of record on the date of the giving  of  the  notice
provided  for in this Section 13 and on the record date  for  the
determination  of shareholders entitled to vote  at  such  annual
meeting and (ii) who complies with the notice procedure set forth
in this Section 13.

      In  addition  to  any  other applicable  requirements,  for
business  to  be properly brought before an annual meeting  by  a
shareholder,  such  shareholder  must have  given  timely  notice
thereof in proper written form to the Secretary of the Company.

      To  be timely, a shareholder's notice to the Secretary must
be delivered to or mailed and received at the principal executive
offices  of  the Company not less than sixty (60) days  nor  more
than ninety (90) days prior to the date of the annual meeting  of
shareholders; provided, however, that in the event that less than
seventy (70) days' notice or prior public disclosure of the  date
of   the  meeting  is  given  to  shareholders,  notice  by   the
shareholder to be timely must be so received not later  than  the
close  of business on the tenth (10th) day following the  day  on
which such notice of the date of the annual meeting was mailed or
such  public  disclosure of the date of the  annual  meeting  was
made, whichever first occurs.

      To be in proper written form, a shareholder's notice to the
Secretary  must  set  forth as to each  matter  such  shareholder
proposes  to  bring  before  the  annual  meeting  (i)  a   brief
description  of  the  business desired to be brought  before  the
annual  meeting and the reasons for conducting such  business  at
the  annual  meeting, (ii) the name and record  address  of  such
shareholder,  (iii) the class or series and number of  shares  of
capital  stock of the Company that are owned beneficially  or  of
record   by   such  shareholder,  (iv)  a  description   of   all
arrangements or understandings between such shareholder  and  any
other  person  or persons (including their names)  in  connection
with  the proposal of such business by such shareholder  and  any
material interest of such shareholder in such business and (v)  a
representation that such shareholder intends to appear in  person
or  by  proxy at the annual meeting to bring such business before
the meeting.

                               -4-

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      No  business  shall be conducted at the annual  meeting  of
shareholders except business brought before the annual meeting in
accordance  with  the procedures set forth in  this  Section  13,
provided, however, that, once business has been properly  brought
before  the  annual meeting in accordance with  such  procedures,
nothing in this Section 13 shall be deemed to preclude discussion
by  any shareholder of any such business.  If the Chairman of  an
annual  meeting determines that business was not properly brought
before  the  annual  meeting  in accordance  with  the  foregoing
procedures,  the Chairman shall declare to the meeting  that  the
business  was  not properly brought before the meeting  and  such
business shall not be transacted.


                          ARTICLE III

                       Board of Directors

      Section  1.   The  property, business and  affairs  of  the
Company  shall be managed and controlled by a Board of  Directors
which may exercise all such powers of the Company and do all such
lawful  acts and things as are not by statute or by the  articles
of  consolidation or by these By-laws directed or required to  be
exercised or done by the shareholders.

      Section  2.   The Board of Directors shall consist  of  ten
directors  who  shall  be elected at the annual  meeting  of  the
shareholders.  Each director shall be elected to serve until  the
next  annual meeting of the shareholders and until his  successor
shall   be  elected  and  qualified.   Directors  need   not   be
shareholders.

      Section 3.  In case of the death or resignation of  one  or
more of the directors of the Company, a majority of the remaining
directors,  though less than a quorum, may fill  the  vacancy  or
vacancies  until  the successor or successors are  elected  at  a
meeting  of the shareholders.  A director may resign at any  time
and  the  acceptance of his resignation shall not be required  in
order to make it effective.

      Section  4.   The Board of Directors may hold its  meetings
either  within or without the State of Missouri at such place  as
shall be specified in the notice of such meeting.

     Section 5.  Regular meetings of the Board of Directors shall
be  held as the Board of Directors by resolution shall from  time
to time determine.  The Secretary or an Assistant Secretary shall
give  at  least five days' notice of the time and place  of  each
such meeting to each director in the manner provided in Section 9
of this Article III.  The notice need not specify the business to
be transacted.

     Section 6.  Special meetings of the Board of Directors shall
be  held  whenever  called  by the Chairman  of  the  Board,  the
President or three members of the Board and

                               -5-

<PAGE>

shall  be held at such place as shall be specified in the  notice
of  such  meeting.   Notice of such special meeting  stating  the
place,  date  and  hour of the meeting shall  be  given  to  each
director  either  by  mail not less than forty-eight  (48)  hours
before  the  date of the meeting, or personally or by  telephone,
telecopy,  telegram, telex or similar means of  communication  on
twenty-four (24) hours' notice, or on such shorter notice as  the
person  or  persons  calling such meeting may deem  necessary  or
appropriate in the circumstances.

      Section  7.   A majority of the full Board of Directors  as
prescribed  in  these By-laws shall constitute a quorum  for  the
transaction  of  business.   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.  If a quorum shall not  be
present  at  any meeting of the directors, the directors  present
may  adjourn the meeting from time to time, without notice  other
than  announcement  at  the meeting,  until  a  quorum  shall  be
present.   Members of the Board of Directors or of any  committee
designated by the Board of Directors may participate in a meeting
of  the  Board  or committee by means of conference telephone  or
similar    communications   equipment   whereby    all    persons
participating   in  the  meeting  can  hear   each   other,   and
participation  in  a  meeting  in this  manner  shall  constitute
presence in person at the meeting.

      Section 8.  The Board of Directors, by the affirmative vote
of  a  majority of the directors then in office, and irrespective
of  any  personal  interest of any of  its  members,  shall  have
authority  to  establish reasonable compensation  for  directors.
Compensation for nonemployee directors may include both a  stated
annual retainer and a fixed fee for attendance at each regular or
special meeting of the Board.  Nonemployee members of special  or
standing committees of the Board may be allowed a fixed  fee  for
attending committee meetings.  Any director may serve the Company
in  any  other capacity and receive compensation therefor.   Each
director may be reimbursed for his expenses, if any, in attending
regular and special meetings of the Board and committee meetings.

     Section 9.  Whenever under the provisions of the statutes or
of  the articles of consolidation or of these By-laws, notice  is
required  to be given to any director, it shall not be  construed
to  require  personal notice, but such notice  may  be  given  by
telephone,  telecopy,  telegram,  telex  or  similar   means   of
communication  addressed  to such director  at  such  address  as
appears on the books of the Company, or by mail by depositing the
same in a post office or letter box in a postpaid, sealed wrapper
addressed  to  such director at such address as  appears  on  the
books of the Company.  Such notice shall be deemed to be given at
the  time  when  the  same shall be thus telephoned,  telecopied,
telegraphed or mailed.

      Attendance of a director at any meeting shall constitute  a
waiver  of notice of such meeting except where a director attends
a meeting for the express purpose of objecting to the transaction
of  any  business because the meeting is not lawfully  called  or
convened.

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     Section 10. The Board of Directors may by resolution provide
for  an  Executive Committee of said Board, which shall serve  at
the  pleasure of the Board of Directors and, during the intervals
between  the  meetings  of  said Board,  shall  possess  and  may
exercise  any  or all of the powers of the Board of Directors  in
the  management  of the business and affairs of the  corporation,
except  with respect to any matters which, by resolution  of  the
Board  of Directors, may from time to time be reserved for action
by said Board.

      Section 11. The Executive Committee, if established by  the
Board,  shall  consist  of  the Chief Executive  Officer  of  the
Company  and  two  or  more additional directors,  who  shall  be
elected  by  the Board of Directors to serve at the  pleasure  of
said  Board  until  the first meeting of the Board  of  Directors
following the next annual meeting of shareholders and until their
successors  shall have been elected.  Vacancies in the  Committee
shall be filled by the Board of Directors.

      Section  12. Meetings of the Executive Committee  shall  be
held  whenever  called by the chairman or by a  majority  of  the
members  of  the committee, and shall be held at  such  time  and
place  as shall be specified in the notice of such meeting.   The
Secretary or an Assistant Secretary shall give at least one day's
notice  of  the time, place and purpose of each such  meeting  to
each committee member in the manner provided in Section 9 of this
Article  III, provided, that if the meeting is to be held outside
of  Kansas  City, Missouri, at least three days'  notice  thereof
shall be given.

      Section 13.  At all meetings of the Executive Committee,  a
majority  of the committee members shall constitute a quorum  and
the unanimous act of all the members of the committee present  at
a  meeting  where a quorum is present shall be  the  act  of  the
Executive Committee.  All action by the Executive Committee shall
be  reported  to  the  Board of Directors  at  its  meeting  next
succeeding such action.

     Section 14.  In addition to the Executive Committee provided
for  by  these  By-laws,  the Board of Directors,  by  resolution
adopted by a majority of the whole Board of Directors, (i)  shall
designate,   as  standing  committees,  an  Audit  Committee,   a
Compensation Committee and a Governance Committee, and  (ii)  may
designate one or more special committees, each consisting of  two
or more directors.  Each standing or special committee shall have
and  may  exercise so far as may be permitted by law and  to  the
extent  provided in such resolution or resolutions  or  in  these
By-laws, the responsibilities of the business and affairs of  the
corporation.   The  Board of Directors may,  at  its  discretion,
appoint qualified directors as alternate members of a standing or
special committee to serve in the temporary absence or disability
of  any member of a committee.  Except where the context requires
otherwise, references in these By-laws to the Board of  Directors
shall  be  deemed to include the Executive Committee, a  standing
committee  or a special committee of the Board of Directors  duly
authorized and empowered to act in the premises.

                               -7-

<PAGE>

     Section 15.  Each standing or special committee shall record
and  keep a record of all its acts and proceedings and report the
same from time to time to the Board of Directors.

      Section  16.  Regular meetings of any standing  or  special
committee, of which no notice shall be necessary, shall  be  held
at such times and in such places as shall be fixed by majority of
the committee.  Special meetings of a committee shall be held  at
the  request  of  any member of the committee.   Notice  of  each
special meeting of a committee shall be given not later than  one
day prior to the date on which the special meeting is to be held.
Notice of any special meeting need not be given to any member  of
a  committee, if waived by him in writing or by telegraph  before
or  after the meeting; and any meeting of a committee shall be  a
legal  meeting without notice thereof having been given,  if  all
the members of the committee shall be present.

      Section 17.  A majority of any committee shall constitute a
quorum for the transaction of business, and the act of a majority
of  those present, by telephone conference call or otherwise,  at
any  meeting at which a quorum is present shall be the act of the
committee.   Members  of  any  committee  shall  act  only  as  a
committee and the individual members shall have no power as such.

      Section  18.  The members or alternates of any standing  or
special  committee shall serve at the pleasure of  the  Board  of
Directors.

      Section 19.  If all the directors severally or collectively
shall consent in writing to any action which is required to be or
may  be taken by the directors, such consents shall have the same
force  and  effect  as a unanimous vote of  the  directors  at  a
meeting  duly held.  The Secretary shall file such consents  with
the minutes of the meetings of the Board of Directors.

      Section  20.  Only persons who are nominated in  accordance
with  the following procedures shall be eligible for election  as
directors of the Company, except as may be otherwise provided  in
the  Restated  Articles  of Consolidation  of  the  Company  with
respect  to  the right of holders of Preferred Stock to  nominate
and   elect   a   specified  number  of  directors   in   certain
circumstances.  Nominations of persons for election to the  Board
of  Directors  may be made at any annual meeting of  shareholders
(a) by or at the direction of the Board of Directors (or any duly
authorized  committee thereof) or (b) by any shareholder  of  the
Company  (i)  who is a shareholder of record on the date  of  the
giving  of the notice provided for in this Section 20 and on  the
record  date  for the determination of shareholders  entitled  to
vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 20.

      In  addition  to any other applicable requirements,  for  a
nomination  to  be  made by a shareholder, such shareholder  must
have  given timely notice thereof in proper written form  to  the
Secretary of the Company.

                               -8-

<PAGE>

      To  be timely, a shareholder's notice to the Secretary must
be delivered to or mailed and received at the principal executive
offices  of  the Company not less than sixty (60) days  nor  more
than ninety (90) days prior to the date of the annual meeting  of
shareholders; provided, however, that in the event that less than
seventy (70) days' notice or prior public disclosure of the  date
of   the  meeting  is  given  to  shareholders,  notice  by   the
shareholder in order to be timely must be so received  not  later
than  the  close of business on the tenth (10) day following  the
day  on  which such notice of the date of the annual meeting  was
mailed  or  such  public disclosure of the  date  of  the  annual
meeting was made, whichever first occurs.

      To be in proper written form, a shareholder's notice to the
Secretary  must  set  forth  (a)  as  to  each  person  whom  the
shareholder  proposes  to nominate for  election  as  a  director
(i)  the name, age, business address and residence address of the
person,  (ii)  the  principal occupation  or  employment  of  the
person, (iii) the class or series and number of shares of capital
stock of the Company that are owned beneficially or of record  by
the  person and (iv) any other information relating to the person
that  would  be required to be disclosed in a proxy statement  or
other   filings   required  to  be  made   in   connection   with
solicitations  of proxies for election of directors  pursuant  to
Section  14  of the Securities Exchange Act of 1934,  as  amended
(the  "Exchange Act"), and the rules and regulations  promulgated
thereunder;  and  (b)  as to the shareholder  giving  the  notice
(i)  the  name and record of such shareholder, (ii) the class  or
series and number of shares of capital stock of the Company  that
are owned beneficially or of record by such shareholder, (iii)  a
description  of all arrangements or understandings  between  such
shareholder  and  each proposed nominee and any other  person  or
persons   (including   their  names)  pursuant   to   which   the
nomination(s)  are  to  be  made  by  such  shareholder,  (iv)  a
representation that such shareholder intends to appear in  person
or  by proxy at the meeting to nominate the persons named in  the
notice and (v) any other information relating to such shareholder
that  would  be required to be disclosed in a proxy statement  or
other   filings   required  to  be  made   in   connection   with
solicitations  of proxies for election of directors  pursuant  to
Section  14  of  the Exchange Act and the rules  and  regulations
promulgated  thereunder.  Such notice must be  accompanied  by  a
written  consent  of each proposed nominee to  being  name  as  a
nominee and to serve as a director if elected.

      No  person shall be eligible for election as a director  of
the  Company  unless nominated in accordance with the  procedures
set  forth  in  this Section 20.  If the Chairman of  the  annual
meeting  determines that a nomination was not made in  accordance
with the foregoing procedures, the Chairman shall declare to  the
meeting  that  the  nomination was defective and  such  defective
nomination shall be disregarded.

                               -9-

<PAGE>

                           ARTICLE IV

                            Officers

      Section  1.   The officers of the Company shall  include  a
Chairman  of the Board, a President, one or more Vice Presidents,
a  Secretary, one or more Assistant Secretaries, a Treasurer  and
one  or more Assistant Treasurers, all of whom shall be appointed
by  the Board of Directors.  Any one person may hold two or  more
offices  except that the offices of President and  Secretary  may
not be held by the same person.

      Section  2.  The officers of the Company shall be appointed
annually  by  the Board of Directors.  The office of Chairman  of
the Board may or may not be filled, as may be deemed advisable by
the Board of Directors.

      Section  3.  The Board of Directors may from time  to  time
appoint  such  other  officers as  it  shall  deem  necessary  or
expedient, who shall hold their offices for such terms and  shall
exercise  such  powers and perform such duties as  the  Board  of
Directors  or the Chief Executive Officer may from time  to  time
determine.

      Section  4.  The officers of the Company shall hold  office
until  their  successors shall be chosen and shall qualify.   Any
officer appointed by the Board of Directors may be removed at any
time  by  the affirmative vote of a majority of the whole  board.
If the office of any officer becomes vacant for any reason, or if
any new office shall be created, the vacancy may be filled by the
Board of Directors.

      Section  5.   The salaries of all officers of  the  Company
shall be fixed by the Board of Directors.


                           ARTICLE V

                 Powers and Duties of Officers

     Section 1.  The Board of Directors shall designate the Chief
Executive Officer of the Company, who may be either the  Chairman
of the Board or the President.  The Chief Executive Officer shall
have  general  and  active  management of  and  exercise  general
supervision of the business and affairs of the Company,  subject,
however, to the right of the Board of Directors, or the Executive
Committee acting in its stead, to delegate any specific power  to
any  other  officer  or officers of the Company,  and  the  Chief
Executive  Officer shall see that all orders and  resolutions  of
the  Board  of Directors and the Executive Committee are  carried
into  effect.   During  such  times when  neither  the  Board  of
Directors  nor the Executive Committee is in session,  the  Chief
Executive  Officer  of the Company shall have and  exercise  full
corporate authority and power to manage the business and  affairs
of  the  Company (except for matters required by law, the By-laws
or

                              -10-

<PAGE>

the articles of consolidation to be exercised by the shareholders
or  Board  itself or as may otherwise be specified by  orders  or
resolutions  of the Board) and the Chief Executive Officer  shall
take   such  actions,  including  executing  contracts  or  other
documents,  as he deems necessary or appropriate in the  ordinary
course  of  the  business and affairs of the Company.   The  Vice
Presidents  and other authorized persons are authorized  to  take
actions  which are (i) routinely required in the conduct  of  the
Company's  business or affairs, including execution of  contracts
and  other  documents incidental thereto, which are within  their
respective areas of assigned responsibility, and (ii) within  the
ordinary  course of the Company's business or affairs as  may  be
delegated to them respectively by the Chief Executive Officer.

      Section 2.  The Chairman of the Board shall preside at  all
meetings of the shareholders and at all meetings of the Board  of
Directors,  and shall perform such other duties as the  Board  of
Directors  shall  from time to time prescribe, including,  if  so
designated  by  the  Board  of Directors,  the  duties  of  Chief
Executive Officer.

     Section 3.  The President, if not designated Chief Executive
Officer,  shall perform such duties and exercise such  powers  as
shall  be  assigned  to him from time to time  by  the  Board  of
Directors or the Chief Executive Officer.  In the absence of  the
Chairman  of  the  Board, or if the position of Chairman  of  the
Board  be vacant, the President shall preside at all meetings  of
the shareholders and at all meetings of the Board of Directors.

      Section  4.  The Vice Presidents shall perform such  duties
and  exercise such powers as shall be assigned to them from  time
to time by the Board of Directors or the Chief Executive Officer.

      Section 5.  The Secretary shall attend all meetings of  the
shareholders, the Board of Directors and the Executive Committee,
and  shall keep the minutes of such meetings.  He shall give,  or
cause  to  be  given, notice of all meetings of the shareholders,
the  Board  of Directors and the Executive Committee,  and  shall
perform  such other duties as may be prescribed by the  Board  of
Directors  or  the  Chief Executive Officer.   He  shall  be  the
custodian of the seal of the Company and shall affix the same  to
any instrument requiring it and, when so affixed, shall attest it
by  his  signature.   He shall, in general,  perform  all  duties
incident to the office of secretary.

      Section 6.  The Assistant Secretaries shall perform such of
the  duties  and exercise such of the powers of the Secretary  as
shall  be  assigned to them from time to time  by  the  Board  of
Directors  or  the Chief Executive Officer or the Secretary,  and
shall perform such other duties as the Board of Directors or  the
Chief Executive Officer shall from time to time prescribe.

      Section  7.   The Treasurer shall have the custody  of  all
moneys  and  securities  of the Company.   He  is  authorized  to
collect  and  receive all moneys due the Company and  to  receipt
therefor,  and to endorse in the name of the Company and  on  its
behalf when

                              -11-

<PAGE>

necessary  or  proper  all  checks,  drafts,  vouchers  or  other
instruments  for  the  payment of money to  the  Company  and  to
deposit   the  same  to  the  credit  of  the  Company  in   such
depositaries as may be designated by the Board of Directors.   He
is  authorized  to pay interest on obligations and  dividends  on
stocks  of  the  Company when due and payable.   He  shall,  when
necessary  or  proper, disburse the funds of the Company,  taking
proper  vouchers for such disbursements.  He shall render to  the
Board of Directors and the Chief Executive Officer, whenever they
may  require it, an account of all his transactions as  Treasurer
and  of the financial condition of the Company.  He shall perform
such  other duties as may be prescribed by the Board of Directors
or  the  Chief Executive Officer.  He shall, in general,  perform
all duties incident to the office of treasurer.

      Section 8.  The Assistant Treasurers shall perform such  of
the  duties  and exercise such of the powers of the Treasurer  as
shall  be  assigned to them from time to time  by  the  Board  of
Directors  or  the Chief Executive Officer or the Treasurer,  and
shall perform such other duties as the Board of Directors or  the
Chief Executive Officer shall from time to time prescribe.

      Section  9.   The  Board of Directors may,  by  resolution,
require  any officer to give the Company 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 for the  faithful
performance  of the duties of his office and for the  restoration
to  the Company, 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 and belonging to the Company.

     Section 10.  In the case of absence or disability or refusal
to  act of any officer of the Company, other than the Chairman of
the  Board,  the Chief Executive Officer may delegate the  powers
and  duties of such officer to any other officer or other  person
unless otherwise ordered by the Board of Directors.

      Section 11.  The Chairman of the Board, the President,  the
Vice   Presidents  and  any  other  person  duly  authorized   by
resolution  of the Board of Directors shall severally have  power
to  execute  on behalf of the Company any deed, bond,  indenture,
certificate,  note,  contract or other instrument  authorized  or
approved by the Board of Directors.

      Section  12.   Unless otherwise ordered  by  the  Board  of
Directors, the Chairman of the Board, the President or  any  Vice
President  of the Company (a) shall have full power and authority
to  attend and to act and vote, in the name and on behalf of this
Company,  at  any meeting of shareholders of any  corporation  in
which  this Company may hold stock, and at any such meeting shall
possess  and  may exercise any and all of the rights  and  powers
incident to the ownership of such stock, and (b) shall have  full
power and authority to execute, in the name and on behalf of this
Company,  proxies authorizing any suitable person or  persons  to
act and to vote at any meeting of shareholders of any corporation
in which this Company may hold stock, and at any such meeting the
person

                              -12-

<PAGE>

or  persons so designated shall possess and may exercise any  and
all  of  the rights and powers incident to the ownership of  such
stock.


                           ARTICLE VI

                     Certificates of Stock

      Section  1.  The Board of Directors shall provide  for  the
issue, transfer and registration of the certificates representing
the shares of capital stock of the Company, and shall appoint the
necessary  officers,  transfer agents  and  registrars  for  that
purpose.

      Section  2.   Until  otherwise  ordered  by  the  Board  of
Directors, stock certificates shall be signed by the President or
a  Vice  President and by the Secretary or an Assistant Secretary
or  the Treasurer or an Assistant Treasurer, and sealed with  the
seal  of  the  Company.  Such seal may be facsimile, engraved  or
printed.  In case any officer or officers who shall have  signed,
or  whose facsimile signature or signatures shall have been  used
on,  any stock certificate or certificates shall cease to be such
officer  or  officers of the Company, whether because  of  death,
resignation or otherwise, before such certificate or certificates
shall  have  been delivered by the Company, such  certificate  or
certificates may nevertheless be issued by the Company  with  the
same  effect  as  if  the  person  or  persons  who  signed  such
certificate  or  certificates  or whose  facsimile  signature  or
signatures shall have been used thereon had not ceased to be such
officer or officers of the Company.

     Section 3.  Transfers of stock shall be made on the books of
the  Company  only  by the person in whose  name  such  stock  is
registered  or by his attorney lawfully constituted  in  writing,
and unless otherwise authorized by the Board of Directors only on
surrender  and  cancellation of the certificate transferred.   No
stock  certificate  shall be issued to  a  transferee  until  the
transfer has been made on the books of the Company.

      Section  4.   The Company shall be entitled  to  treat  the
person  in  whose  name any share of stock is registered  as  the
owner  thereof,  for  all purposes, and shall  not  be  bound  to
recognize  any  equitable or other claim to or interest  in  such
share  on  the part of any other person, whether or not it  shall
have  notice  thereof, except as otherwise expressly provided  by
the laws of Missouri.

      Section  5.   In  case of the loss or  destruction  of  any
certificate for shares of the Company, a new certificate  may  be
issued  in lieu thereof under such regulations and conditions  as
the Board of Directors may from time to time prescribe.

                              -13-

<PAGE>

                          ARTICLE VII

                   Closing of Transfer Books

      The  Board of Directors shall have power to close the stock
transfer books of the Company for a period not exceeding  seventy
days  preceding  the date of any meeting of shareholders  or  the
date for payment of any dividend or the date for the allotment of
rights  or the date when any change or conversion or exchange  of
shares  shall go into effect; provided, however, that in lieu  of
closing  the  stock  transfer books as aforesaid,  the  Board  of
Directors  may fix in advance a date, not exceeding seventy  days
preceding  the date of any meeting of shareholders, or  the  date
for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange  of
shares   shall  go  into  effect,  as  a  record  date  for   the
determination of the shareholders entitled to notice of,  and  to
vote  at,  any  such  meeting, and any  adjournment  thereof,  or
entitled to receive payment of any such dividend, or to any  such
allotment of rights, or to exercise the rights in respect of  any
such  change, conversion or exchange of shares, and in such  case
such  shareholders  and  only  such  shareholders  as  shall   be
shareholders of record on the date of closing the transfer  books
or  on  the record date so fixed shall be entitled to notice  of,
and  to vote at, such meeting and any adjournment thereof, or  to
receive payment of such dividend, or to receive such allotment of
rights,  or  to  exercise  such  rights,  as  the  case  may  be,
notwithstanding any transfer of any shares on the  books  of  the
Company after such date of closing of the transfer books or  such
record date fixed as aforesaid.


                          ARTICLE VIII

                      Inspection of Books

      Section  1.  A shareholder shall have the right to  inspect
books  of  the  Company  only to the extent  such  right  may  be
conferred  by  law,  by  the articles of  consolidation,  by  the
By-laws or by resolution of the Board of Directors.

     Section 2.  Any shareholder desiring to examine books of the
Company shall present a demand to that effect in writing  to  the
President or the Secretary or the Treasurer of the Company.  Such
demand shall state:

     (a)  the particular books which he desires to examine;

     (b)  the  purpose  for  which  he  desires  to  make  the
          examination;

     (c)  the date on which the examination is desired;

     (d)  the  probable duration of time the  examination  will
          require; and

                              -14-

<PAGE>

      (e)   the names of the persons who will be present  at  the
examination.

Within three days after receipt of such demand, the President  or
the  Secretary  or  the  Treasurer shall,  if  the  shareholder's
purpose  be lawful, notify the shareholder making the  demand  of
the time and place the examination may be made.

     Section 3.  The right to inspect books of the Company may be
exercised  only at such times as the Company's registered  office
is normally open for business and may be limited to four hours on
any one day.

      Section  4.   The Company shall not be liable for  expenses
incurred in connection with any inspection of its books.


                           ARTICLE IX

                         Corporate Seal

      The  corporate  seal  of the Company shall  have  inscribed
thereon  the name of the Company and the words "Corporate  Seal",
"Missouri" and "1922".


                           ARTICLE X

                          Fiscal Year

      Section  1.   The fiscal year of the Company shall  be  the
calendar year.

      Section 2.  As soon as practicable after the close of  each
fiscal  year, the Board of Directors shall cause a report of  the
business  and  affairs  of  the  Company  to  be  made   to   the
shareholders.


                           ARTICLE XI

                        Waiver of Notice

      Whenever by statute or by the articles of consolidation  or
by  these By-laws any notice whatever is required to be given,  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.

                              -15-

<PAGE>

                          ARTICLE XII

                 Indemnification by the Company

[Deleted].


                          ARTICLE XIII

                           Amendments

      The  Board  of Directors may make, alter, amend  or  repeal
By-laws  of the Company by a majority vote of the whole Board  of
Directors  at any regular meeting of the Board or at any  special
meeting  of  the Board if notice thereof has been  given  in  the
notice of such special meeting.  Nothing in this Article shall be
construed to limit the power of the shareholders to make,  alter,
amend  or repeal By-laws of the Company at any annual or  special
meeting  of  shareholders by a majority vote of the  shareholders
present  and entitled to vote at such meeting, provided a  quorum
is present.

                              -16-