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                                                                EXHIBIT 3(b)(ii)



                             AMENDED AND RESTATED

                                    BYLAWS

                                      OF

                        TEXAS-NEW MEXICO POWER COMPANY



                            (REVISED APRIL 6, 2000)


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                                                                Exhibit 3(b)(ii)


                         TEXAS-NEW MEXICO POWER COMPANY

                              AMENDED AND RESTATED

                                   B Y L A W S

                                   ----------

                                    ARTICLE I

                                     OFFICES


     1.   The registered office of the Corporation shall be at 4100
International Plaza, Tower II, Fort Worth, Texas 76109, and the registered agent
of the Corporation at such address shall be the Secretary of the Corporation.

     2.   The Corporation may also have offices at such other places, within or
without the State of Texas, as the Board of Directors may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS
Place

     l.   All meetings shall be held in the offices of the Corporation at 4100
International Plaza, Tower II, Fort Worth, Texas 76109, or at such other place
as may be fixed from time to time by the Board of Directors.

Annual Meeting

     2.   An annual meeting of the shareholders, commencing with the year 1985,
shall be held on the fourth Friday in April each year at a time to be set by the
Board of Directors, if not a legal holiday and, if a legal holiday, then on the
next business day following (other than a Saturday), at which they shall elect,
by a plurality vote, a Board of Directors and transact such other business as
may properly be brought before the meeting; provided, however, that such date
for any annual meeting may be altered as deemed appropriate by the Board of
Directors.

Shareholders List

     3.   At least ten days before each meeting of shareholders, a complete list
of shareholders entitled to vote at said meeting,
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arranged in alphabetical order, with the residence of each and the number of
voting shares held by each, shall be prepared by the officer or agent having
charge of the stock transfer books. Such list, for a period of ten days prior to
such meeting, shall be kept on file at the registered office of such Corporation
and shall be subject to inspection by any shareholder at any time during usual
business hours. Such list shall be produced and kept open at the time and place
of meeting during the whole time thereof, and shall be subject to the inspection
of any shareholder who may be present.

Quorum

     4.   The attendance of the holders of a majority of shares issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business, except as otherwise provided by Statute, the Restated
Articles of Incorporation, or these Bylaws. In the absence of such a quorum at
any meeting of the shareholders, the shareholders entitled to vote thereat,
present in person or represented by proxy, shall have power to recess the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be constituted. When such recessed meeting is
reconvened and a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally called.

Special Meetings

     5.   Special meetings of the shareholders for any purpose or purposes,
unless otherwise prescribed by Statute, the Restated Articles of Incorporation,
or these Bylaws, may be called by the Chairman of the Board, the President, or a
majority of the members of the Board of Directors or by the holders of not less
than one-fifth of all the shares entitled to vote at such meeting. Business
transacted at all special meetings shall be confined to items stated in the
call.

Voting Rights

     6.(a)     When a quorum is present at any meeting, the affirmative vote of
the holders of a majority of the shares having voting power, present in person
or represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which, by express provisions of the Statutes,
the Restated Articles of Incorporation, or these Bylaws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question. The shareholders present at a duly organized meeting
may continue to

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transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

       (b)     Each outstanding share, regardless of class, shall be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders, except
to the extent that the voting rights of the shares of any class or classes are
limited or denied by the Restated Articles of Incorporation. At any meeting of
shareholders, every shareholder having the right to vote shall be entitled to
vote in person or by proxy appointed by an instrument in writing subscribed by
such shareholder, or by his duly authorized attorney in fact, and bearing a date
of not more than eleven months prior to said meeting, unless said instrument
provides for a longer period. Such proxy shall be filed with the Secretary of
the Corporation prior to or at the time of the meeting. The Board of Directors
may fix in advance a record date for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such record date
to be not less than ten nor more than fifty days prior to such meeting; or the
Board of Directors may close the stock transfer books for such purpose for a
period of not less than ten nor more than fifty days prior to such meeting. In
the absence of any action by the Board of Directors, the date upon which the
notice of the meeting is mailed shall be the record date.

       (c)     No shareholder shall have the right to cumulate his votes in the
election of Directors.

Notice of Meeting

     7.   Written or printed notice, stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than fifty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each shareholder of record entitled to vote at the meeting.

Unanimous Consent

     8.   Any action required to be taken at a meeting of shareholders may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all shareholders entitled to vote with respect to the
subject matter thereof. Such consent shall have the same force and effect as the
unanimous vote of the shareholders.

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                                   ARTICLE III

                                    DIRECTORS

Authority

     1.   The business and affairs of the Corporation shall be managed by its
Board of Directors, who may exercise all such powers of the Corporation and do
all such lawful acts and things as are not directed or required by Statute, the
Restated Articles of Incorporation, or these Bylaws to be exercised or done by
the shareholders.

Number, Election and Term of Office

     2.(a)     The Board of Directors shall be made up of nine (9) members,
which shall include one Independent Director. Except as hereinafter provided,
Directors shall be elected at the annual meeting of the shareholders, and each
Director elected shall serve until the next succeeding annual meeting and until
his successor shall be elected and shall qualify. Directors need not be
residents of the State of Texas nor shareholders of the Corporation. The term
"Independent Director" shall mean a natural person who, for the five-year period
prior to his or her appointment as Independent Director has not been, and during
the continuation of his or her service as Independent Director is not: (i) an
employee, director, stockholder, partner or officer of the corporation or any of
its Affiliates (other than his or her service as an Independent Director of the
corporation); (ii) a customer or supplier that derives more than ten percent of
its revenues from the corporation or any of its Affiliates; or (iii) any member
of the immediate family of a person described in (i) or (ii). The term
"Affiliate" shall mean any other person directly or indirectly controlling,
controlled by, or under common control with, that person; for purposes of this
definition, "control" (including, with correlative meanings, the terms
"controlling," "controlled by" and "under common control with"), as applied to
any person, means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of that person, whether
through the ownership of voting securities, by contract or otherwise.

       (b)     The position of Advisory Director may be created from time to
time by the Board of Directors. Any Advisory Director shall be entitled to
notice of meetings and expected to attend such meetings. Any Advisory Director
may render advice to the Board, but may not vote on any issue. Any Advisory
Director shall

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be entitled to the same compensation and benefits as a duly elected Director.

       (c)     The number of Directors may be increased or decreased from time
to time by an amendment to these Bylaws, but shall never be less than three (3).

Retirement

     3.   No person shall be eligible for election or reelection to the Board of
Directors on or after the date of the Annual Meeting of Shareholders next
following the date on which such person attains the age of seventy (70) years;
provided, however, that the Board may waive the foregoing provision, but only if
the Board finds each year that the retention of a Director on the Board after
his seventieth birthday will be beneficial to the Corporation, but no such
waiver may be made in the case of a Director who has attained or will attain the
age of seventy-six (76) years on or prior to the date of the Annual Meeting of
Shareholders.

Removal

     4.   Any Director may be removed for or without cause at any special
meeting of the shareholders by the affirmative vote of a majority in number of
the shares or class of shares, as the case may be, which elected the Director
being removed, if notice of the intention to act upon such matter shall have
been given in the notice calling such meeting. Upon the removal of a Director,
the shareholders, by affirmative vote of the majority of the outstanding shares,
shall have the power at the same special meeting to elect a new Director to
serve until the next annual shareholders meeting, if notice of the intention to
act upon such matter shall have been given in the notice calling such meeting.
If the shareholders fail to elect a person to fill the unexpired term of the
Director so removed, such unexpired term shall be considered a vacancy on the
Board to be filled by the remaining Directors in the manner next provided.

Vacancies

     5.   If any vacancy occurs in the Board of Directors caused by death,
resignation, retirement, disqualification, removal from office of any Director,
or otherwise, a majority of the Directors then in office, though less than a
quorum, may choose a successor, or a successor may be chosen at a special
meeting of shareholders called for that purpose, and each Director so chosen
shall be elected until the next annual meeting of the shareholders and until his
successor shall have been elected and shall qualify. Any

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Directorship to be filled by reason of an increase in the number of Directors
shall be by election at an annual meeting of shareholders or at a special
meeting of shareholders called for that purpose.

Organize the Board

     6.   The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meeting of shareholders, and at
the same place, unless by unanimous consent of the Directors then elected and
serving, such time or place shall be changed. The Board shall elect one Director
to serve as Chairman and to preside at all meetings of the shareholders and of
the Board of Directors.

Regular Meeting Dates

     7.   Regular meetings of the Board will be held quarterly without notice on
a day certain at such time and place as shall be determined by the Board during
the periods specified below:

          First Quarter - From January 16 through February 15, both days
     inclusive;

          Second Quarter - From April 16 through May 15, both days inclusive;

          Third Quarter - From July 16 through August 15, both days inclusive;
     and

          Fourth Quarter - From October 16 through November 15, both days
     inclusive.

Special Meetings

     8.   Special meetings of the Board of Directors may be called by the
Chairman of the Board of Directors or the President on three days' notice to
each Director, either personally or by telephone, mail or telegram stating the
purpose of such meeting. Notice given by telephone shall be confirmed in
writing. Special meetings shall be called by the Chairman of the Board, the
President or Secretary in like manner and on like notice on the written request
of two Directors. The notice of and request for a special meeting shall state
the time and place and purpose or purposes of such meeting. Business transacted
at all special meetings shall be confined to purposes stated in the call. Action
may be taken by the Board of Directors without a meeting, if the action is
evidenced by a written unanimous consent of the Directors.

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Waiver of Notice

     9.   Attendance of a Director at any meeting shall constitute a waiver of
notice of such meeting, except where a Director attends for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Except as may be otherwise expressly provided by
Statute, or the Restated Articles of Incorporation, or these Bylaws, neither the
business to be transacted at nor the purpose of any special meeting need be
specified in a notice or waiver of notice.

Quorum

     10.  At all meetings of the Board of Directors the presence of a majority
of the Directors shall be necessary and sufficient to constitute a quorum for
the transaction of business, and the act of a majority of the Directors present
at any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specially provided by Statute, the
Restated Articles of Incorporation, or these Bylaws. If a quorum shall not be
present at any meeting of Directors, the Directors present thereat may adjourn
the meeting from time to time without notice other than announcement at the
meeting, until a quorum shall be present.

Executive Committee and Other Committees

Creation

     11.  By resolution passed by a majority of the full Board, the Board of
Directors may designate an Executive Committee. The Chairman of the Board shall
have authority to create such other Committees as he finds necessary.

Executive Committee

     12.  The Executive Committee, if established, shall be comprised of three
or more Directors of the Corporation, one of whom shall be the President of the
Corporation and the majority of whom shall be outside Directors. To the extent
provided by resolution, the Executive Committee shall have the authority of the
Board of Directors to manage the business and affairs of the Corporation, except
where action of the full Board may be required by Statute, or the Restated
Articles of Incorporation.

Other Committees

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     13.  Other Committees which are created by the Chairman of the Board shall
have all the authority of the Board which may be granted to the Committee by a
resolution of the full Board.

Minutes

     14.  The Executive Committee and any other Committees which may be created
shall keep minutes of any proceedings and report such to the Board. Copies of
the approved Committees' minutes shall be circulated to the full Board.

Compensation

     15.  Directors and Advisory Directors of the Corporation may by resolution
of the Board be allowed a fixed sum and expenses of attendance for attendance at
each regular or special meeting of the Board or of any meeting by members of an
authorized Committee, if any, and may also receive such other compensation for
their services as Directors, or for serving the Corporation in any other
capacity, as the Board of Directors from time to time may determine. Any
Director who is also an employee of the Corporation shall not be compensated for
services as a Director.

Dividends

     16.  Subject always to the provisions of law and the Restated Articles of
Incorporation, the Board of Directors shall have full power to determine whether
any and, if so, what part of the funds legally available for the payment of
dividends shall be declared in dividends and paid to the shareholders of the
Corporation. Dividends may be declared at any regular or special meeting of the
Board and may be made payable in cash, in property or in shares of capital
stock. The Board of Directors may fix a sum which may be set aside or reserved
over and above the paid-in capital of the Corporation for working capital or as
a reserve for any proper purpose and from time to time may increase, diminish
and vary such fund in the Board's absolute judgment and discretion.

Annual Report

     17.  The Board of Directors shall present at each annual meeting and, when
called for by a vote of the shareholders at any special meeting of the
shareholders, a full and clear statement of the business and condition of the
Corporation.

                                   ARTICLE IV

                                     NOTICES

Notice of Meetings

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     1.   Whenever, under provisions of Statutes, the Restated Articles of
Incorporation, or these Bylaws, notice is required to be given to any Director
or shareholder and no provision is made as to how such notice shall be given,
personal notice shall not be required, and such notice may be given in writing,
by postage prepaid mail addressed to such Director or shareholder at such
address as appears on the books of the Corporation. Any notice required or
permitted to be given by mail shall be deemed to be given at the time when such
notice is deposited in the United States Mail as aforesaid.

Waiver

     2.   Whenever any notice is required to be given to any shareholder or
Director of the Corporation under provisions of Statutes, the Restated Articles
of Incorporation, or these Bylaws, a waiver thereof in writing, signed before or
after the time stated in such notice by the person or persons entitled to such
notice, shall be deemed equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

Positions

     1.   The officers of the Corporation shall be chosen by the Directors and
shall include a President, Vice President, a Controller, a Secretary and a
Treasurer. Additional officers may include such number of additional Vice
Presidents, Assistant Vice Presidents, Assistant Controllers, Assistant
Secretaries and Assistant Treasurers as the Board of Directors may from time to
time determine, and a Chief Information Officer. Any two or more offices may be
held by the same person except the offices of President and Secretary shall not
be held by the same person.

Election

     2.   (a)  The Board of Directors, at its first meeting after each annual
meeting of shareholders, shall elect the officers of the Corporation, as above
provided.

          (b)  The Board may appoint such other officers and agents as it shall
deem necessary, who shall hold their offices for such terms, exercise such
powers and perform such duties as shall be determined from time to time by the
Board.

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Term

     3.   The officers of the Corporation shall hold office until their
successors are chosen and qualify in their stead. An officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the full Board of Directors. If the office of
any officer becomes vacant for any reason, the vacancy shall be filled by
affirmative vote of a majority of the full Board of Directors.

Salaries and Contracts with Officers

     4.   The salaries of all officers who report directly to the President of
the Corporation shall be fixed by the Board of Directors. The salaries of agents
and employees shall be determined and fixed by the President. The Board of
Directors of the Corporation may enter into agreements with officers on such
terms as are deemed necessary for present or future performance of service to
and for the Corporation by officers at such amounts of compensation, salary or
remuneration as may be required to obtain such services or as to which such
officers may agree, and for lease to the Corporation by the officers of any
vehicles, equipment, furnishings or other articles of property owned or held by
officers as may be useful or necessary to the organization and functioning of
the Corporation. No officer shall be ineligible to receive such salary by reason
of the fact that he is also a Director of the Corporation.

Duties

Chairman of the Board

     5.   The Chairman of the Board shall preside at all meetings of
shareholders and Directors, and may be designated as the Chief Executive Officer
of the Corporation, but unless so designated shall not otherwise be considered
an officer of the Corporation.

Chief Executive Officer

     6.   The Chief Executive Officer shall have responsibility for the general
direction of the business and affairs of the Corporation, subject to the control
of the Board of Directors. He shall have authority to sign, execute and
acknowledge in the name and on behalf of the Corporation all contracts and other
documents and instruments, including bonds and mortgages, except as otherwise
provided by law, and shall have authority to appoint and discharge agents and
employees. He shall have such additional powers and duties as the Board of
Directors may from time to time assign to him. In the absence or disability of
the President, he shall perform such duties and exercise such powers of the

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President as he shall deem necessary unless such functions are assumed by the
Chairman of the Board or otherwise delegated by the Board of Directors or the
Executive Committee.

President

     7.(a)     The President shall, in the absence of the Chairman of the Board,
perform all of the functions and duties herein above assigned to the Chairman of
the Board. If the President is designated as the Chief Executive Officer, he
shall perform all the functions of that office as set out in Paragraph 6 above;
but in all events, the President shall be the Chief Operating Officer of the
Corporation and shall be responsible for the active day-to-day management of the
business of the Corporation and shall perform such other functions and duties as
may from time to time be designated by the Board of Directors.

       (b)     The President may execute bonds, mortgages and other contracts or
instruments requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.

Vice Presidents

     8.   The Board of Directors may elect an Executive Vice President who shall
perform the duties of the President during his absence or disability and shall
perform such other duties as the Board of Directors may prescribe. The Board of
Directors may elect other Vice Presidents who shall in the order of their
seniority in office and in the absence or disability of the President and the
Executive Vice President, perform the duties and exercise the powers of the
President and shall perform such other duties as the Board of Directors may
prescribe.

     The Assistant Vice Presidents, if any, in order of their seniority in
office shall, in the absence or disability of their respective Vice President,
perform the duties and exercise the powers of such Vice President, and shall
perform such other duties and have such other powers as the Board of Directors
or President may from time to time prescribe.

Chief Information Officer

     9.   The Chief Information Officer, if one is appointed, shall have the
general responsibility for and authority over all matters related to the
Company's information and communication technologies and systems including,
without limitation, computer systems, networks and software; customer and other
information

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systems; and telephone and other telecommunications systems, under the direction
and the supervision of the Chief Financial Officer.

Secretary

     10.  The Secretary shall attend all sessions of the Board of Directors and
all meetings of the shareholders and record all votes and the minutes of all
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision he shall function. He shall
keep in safe custody the seal of the Corporation and, when authorized by the
Board, shall affix the same to any instrument requiring it and, when so affixed,
it shall be attested by his signature.

     The Assistant Secretaries, if any, in order of their seniority in office
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary, and shall perform such other duties and
have such other powers as the Board of Directors or President may from time to
time prescribe.

Chief Financial Officer

     11.  The Chief Financial Officer, if one is appointed, shall be a Vice
President and shall be in charge of the financial affairs of the Corporation
under the direction and the supervision of the President. He shall supervise the
activities of the Controller and the Treasurer.

Treasurer

     12.  The Treasurer shall act under the supervision of the Chief Financial
Officer, or if there is no Chief Financial Officer, the Treasurer shall act
under the President's supervision. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Chief Financial Officer, taking proper vouchers for such disbursements, and
shall render to the Chief Financial Officer, or to the President, if there is no
Chief Financial Officer, an account of all his transactions as Treasurer.

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     The Assistant Treasurers, if any, in order of their seniority in office
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer, and shall perform such other duties and
have such other powers as the Board of Directors or President may from time to
time prescribe.

Controller

     13.  The Controller shall act under the supervision of the Chief Financial
Officer, or if there is no Chief Financial Officer, the Controller shall act
under the President's supervision. The Controller, if one is appointed, shall be
the chief accounting officer of the Corporation. He shall, when proper, approve
all bills for purchases, payrolls, and similar instruments providing for
disbursement of money by the Corporation for payment by the Chief Financial
Officer. He shall be in charge of and maintain books of account and accounting
records of the Corporation and shall render to the Chief Financial Officer, or
to the President, if there is no Chief Financial Officer, an account of all his
transactions as Controller and of the financial condition of the corporation. In
addition, he shall perform such other acts as are usually performed by the
Controller of a corporation or assigned to him by the President.

     The Assistant Controllers, if any, in order of their seniority in office
shall, in the absence or disability of the Controller, perform the duties and
exercise the powers of the Controller, and shall perform such other duties and
have such other powers as the Board of Directors or President may from time to
time prescribe.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

Form

     1. The interest of each shareholder of the Corporation shall be evidenced
by certificates for shares of stock certifying the number of shares represented
thereby. Such certificates shall be consecutively numbered and entered on the
books of the Corporation as they are issued and shall be in such form not
inconsistent with the Restated Articles of Incorporation as the Board of
Directors may from time to time prescribe. Each certificate shall state on the
face thereof the holder's name, the number and class of shares, and the par
value of such shares or a statement that such shares are without par value. Each
certificate shall be signed by the President or a Vice President and the
Secretary or an

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Assistant Secretary and may be sealed with the seal of the Corporation or a
facsimile thereof. The signatures of such officers may be facsimiles if the
certificate is countersigned by a transfer agent or is registered by a registrar
other than the Corporation itself or its employee.

Lost Certificates

     2.   The Board of Directors may direct that a new certificate representing
shares be issued in place of any certificate theretofore issued by the
Corporation and alleged to have been lost or destroyed, upon the making of an
affidavit of loss or destruction by the person claiming the certificate to be
lost or destroyed. When authorizing such issue of a new certificate, the Board
of Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost or destroyed certificate or his
legal representative to give the Corporation a bond or indemnity not exceeding
an amount which is double the value of the stock.

Transfer Agent and Registrar

     3.   The Board of Directors may appoint one or more transfer agents or
transfer clerks and one or more registrars and may require all certificates for
shares to bear the signature or signatures of any of them.

Registered Owner

     4.   The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and accordingly 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 express or other
notice thereof, save as expressly provided by law, the Restated Articles of
Incorporation, or these Bylaws.

Transfer of Shares

     5.   Shares of stock shall be transferable on the books of the Corporation
only by endorsement by the holder thereof in person or by his duly authorized
attorney. Upon surrender to the Corporation or the Corporation's transfer agent
of a certificate representing shares which has been duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, it shall
be the duty of the Corporation or the Corporation's transfer agent to issue a
new certificate to the

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person entitled thereto, cancel the old certificate and record the transaction
upon its books.

Closing of Transfer Books

     6.   The Board of Directors may provide that the stock transfer books shall
be closed for a stated period not to exceed fifty days for the purpose of
determining shareholders entitled to receive 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. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to receive 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 record date for any such determination of
shareholders, such date 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 or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment of such meeting.

                                   ARTICLE VII

                               GENERAL PROVISIONS

Checks

     1.   All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may from time to time designate.

Fiscal Year

     2.   The fiscal year of the Corporation shall begin the first day of
January in each year.

Corporation Seal

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     3.   The Corporation seal shall have inscribed thereon the name of the
Corporation and the words "Corporate Seal, Texas." Said seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise imprinted.

Voting Securities Held by the Corporation

     4.   Unless otherwise ordered by the Board of Directors, the President
shall have full power and authority on behalf of the Corporation to attend and
to act and to vote at any meeting of security holders of other Corporations in
which the Corporation may hold securities. At such meeting the President shall
possess and may exercise any and all rights and powers incident to the ownership
of such securities which the Corporation might have possessed and exercised if
it had been present. The Board of Directors may from time to time confer like
powers upon any other person or persons.

Indemnification

     5.   The Corporation shall indemnify any Director, officer, employee, or
former Director, officer or employee of the Corporation, or any person who has
served at the Corporation's request as a Director, officer or employee of
another Corporation in which the Corporation owns shares of stock or of which it
is a creditor against expenses actually and necessarily incurred by him and any
amount paid in satisfaction of judgments in connection with any action, suit or
proceeding, whether civil or criminal, in which he is made a party because of
his service to the Corporation in one of the above capacities subject to the
following provisions.

     6.   Before a person requesting indemnity shall be entitled to indemnity,
it shall have been determined in the manner provided in paragraph 7 that he:

     a.   conducted himself in good faith,
     b.   reasonably believed:
          1)   his conduct in his official capacity was in the Corporation's
               best interest, or
          2)   where his conduct was not in his official capacity, that his
               conduct was not opposed to the Corporation's best interest; and
               where a criminal proceeding is involved, he had no reasonable
               cause to believe his conduct was unlawful.

     7.   For a person to be eligible for indemnification, a determination of
               such eligibility shall be made by one of the following means:

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     a.   a majority vote of a quorum of Directors who are not named parties in
          the proceeding at the time of the vote,
     b.   where such a quorum cannot be obtained by a majority vote of a
          committee of the Board consisting of Directors who are not parties in
          the proceeding at the time of the vote,
     c.   by special legal counsel selected in the manner as required by
          Statute, or
     d.   by a vote of the shareholders which excludes those shares held by
          Directors who are parties to the proceeding.

     8.   Reasonable expenses incurred by a person eligible for indemnification
may be reimbursed in advance of final disposition of the proceeding if:

     a.   the Corporation receives a written affirmation by the Director of his
          good faith belief that he has met the standard of conduct necessary
          for indemnification,
     b.   the Director provides a written obligation to repay all amounts paid
          or reimbursed if it is ultimately determined that he is not eligible
          for indemnification, and
     c.   a determination of the facts known at the time of the request for the
          advance reimbursement would not preclude indemnification.

     9.   Where eligibility has been determined, a person may be indemnified
against judgments, penalties, fines, settlements, and reasonable expenses
actually incurred, provided that if the proceeding is brought by or on behalf of
the Corporation, the indemnification is limited to reasonable expenses actually
incurred.

     10.  A person is not eligible for indemnification if:

     a.   the person is found liable on the basis of personal benefit being
          improperly received by him regardless of whether or not the benefit
          resulted from action taken in the person's official capacity,
     b.   the person is found liable to the Corporation.

     11.  Such rights of indemnification and reimbursement shall not be deemed
exclusive of any other rights to which such Director, officer, or employee may
be entitled by law or under any bylaw, vote of shareholders, agreement or
otherwise. The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a Director,

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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 any
other Corporation against any liability asserted against him and incurred by him
in any such capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this section.

                                  ARTICLE VIII

                                   AMENDMENTS

     These Bylaws may be altered, amended or repealed by the affirmative vote of
a majority of the full Board of Directors at any regular meeting of the Board or
at any special meeting of the Board if notice of the proposed alteration,
amendment or repeal be contained in the notice of such special meeting;
provided, however, that no change of the time or place for the election of
Directors shall be made within sixty days next before the day on which such
election is to be held, and that in case of any change of such time or place,
notice thereof shall be given to each shareholder in person or by letter mailed
to his last known postoffice address at least twenty days before the election is
held.


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