FORTUNE NATURAL RESOURCES CORPORATION
                            (a Delaware Corporation)


                                     BYLAWS


                                    ARTICLE I
                                     OFFICES
                                     -------


               Section 1.1.  Registered Office.
                             -----------------

               The registered  office of Fortune Natural  Resources  Corporation
(the "Company") in the State of Delaware shall be located at the principal place
of  business  in that  state of the  corporation  or  individual  acting  as the
Company's registered agent in the State of Delaware.

               Section 1.2.  Principal Executive Office.
                             --------------------------

               The principal executive office of the Company shall be located at
1661 Lincoln Boulevard, Santa Monica, California 90404.

               Section 1.3.  Other Offices.
                             -------------

               The Company may have other offices,  either within or without the
State of Delaware,  at such place or places as the Board of Directors  from time
to time may designate or the business of the Company may require.

                                   ARTICLE II
                             MEETING OF STOCKHOLDERS
                             -----------------------

               Section 2.1.  Date, Time and Place.
                             --------------------

               Meetings of  stockholders  of the  Company  shall be held on such
date and at such time and place, either within or without the State of Delaware,
as shall be  designated  by the Board of  Directors  and  stated in the  written
notice of the  meeting  or in a duly  executed  written  waiver of notice of the
meeting.

               Section 2.2.  Annual Meetings.
                             ---------------

               Annual meetings of stockholders  for the election of directors to
the Board of Directors and for the  transaction of such other business as may be
stated in the written  notice of the meeting or as may properly  come before the
meeting  shall be held on such date and at such time and place either  within or
without the State of Delaware,  as shall be designated by the Board of Directors
and stated in the written  notice of the meeting or in a duly  executed  written
waiver of notice of the meeting.


                                       1
<PAGE>

               Section 2.3.  Special Meetings.
                             ----------------

               Special  meetings of  stockholders  for any purpose or  purposes,
unless  otherwise  prescribed  by the  General  Corporation  Law of the State of
Delaware, the Certificate of Incorporation or these Bylaws, may be called by the
Board of Directors, the Chairman of the Board or the President. Special meetings
of stockholders shall be called by the Chairman of the Board or the Secretary at
the written request of stockholders  holding a majority of the aggregate  number
of shares of the common stock of the Company issued and outstanding and entitled
to vote at such  meeting.  Such  written  request  shall  state the  purpose  or
purposes for which the special meeting is called.  The place, date and time of a
special  meeting shall be fixed by the Board of Directors or the officer calling
the  meeting and shall be stated in the written  notice of such  meeting,  which
notice  shall  state the  purpose or  purposes  for which the meeting is called.
Business  transacted  at a special  meeting  shall be confined to the purpose or
purposes stated in the written notice of meeting and matters germane thereto.

               Section 2.4.  Notice of Meetings.
                             ------------------

               Written  notice of the place,  date, and time of, and the general
nature of the business to be transacted at, a meeting of  stockholders  shall be
given to each  stockholder  of record  entitled to vote at such meeting,  in the
manner  prescribed  by Section 6.1 of these  Bylaws,  not less than ten (10) nor
more than sixty (60) days prior to the date of the meeting.

               Section 2.5.  Stockholder List.
                             ----------------

               The  Secretary or other  officer in charge of the stock ledger of
the Company shall prepare and make, at least ten (10) days prior to a meeting of
stockholders,  a complete list of stockholders  entitled to vote at the meeting,
arranged in alphabetical  order, and showing the address of each stockholder and
the  number  of shares of stock of the  Company  registered  in the name of each
stockholder.  Such list shall be open to examination by any stockholder, for any
purpose germane to the meeting,  during ordinary business hours, for a period of
at least ten (10) days prior to the  meeting,  either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting,  or, if not so  specified,  at the place where the meeting is to be
held.  The list  also  shall be  produced  and kept at the place and time of the
meeting during the whole time thereof,  and may be inspected by any  stockholder
who is present.

               Section 2.6.  Voting Rights.
                             -------------

               In order that the Company may determine the stockholders entitled
to notice of, and to vote at, a meeting of stockholders or at any adjournment(s)
thereof or to express consent or dissent to corporate  action in writing without
a meeting, the Board of Directors may fix a record date in the manner prescribed
by Section 9.1 of these Bylaws.  Each stockholder  entitled to vote at a meeting
of stockholders or to express consent or dissent to corporate  action in writing
without a meeting  may  authorize  another  person  or  persons  to act for such
stockholder  by proxy in the manner  prescribed  by Section 2.7 of these Bylaws.
Except as specifically  provided otherwise by the General Corporation Law of the
State of Delaware,  the  Certificate  of  Incorporation,  or these Bylaws,  each
holder of common  stock  entitled  to vote at a meeting  of  stockholders  or to
express  consent  or dissent to  corporate  action in writing  without a meeting
shall be  entitled to one vote for each share of such stock  registered  in such
stockholder's  name on the books and  records  of the  Company  as of the record
date.


                                       2
<PAGE>
               Section 2.7.  Proxies.
                             -------

               Each  proxy  shall be in  writing  and shall be  executed  by the
stockholder giving the proxy or by such stockholder's duly authorized  attorney.
No proxy  shall be voted or acted  upon  after  three (3)  years  from its date,
unless the proxy expressly provides for a longer period. Unless and until voted,
every proxy shall be  revocable at the pleasure of the person who executed it or
of his or her legal  representative  or assigns,  except in those cases where an
irrevocable  proxy  permitted  by the  General  Corporation  Law of the State of
Delaware shall have been given.

               Section 2.8.  Quorum and Adjournment(s) of Meetings.
                             -------------------------------------

               Except  as  specifically   provided   otherwise  by  the  General
Corporation Law of the State of Delaware,  the Certificate of Incorporation,  or
these  Bylaws,  a majority  of the  aggregate  number of shares of common  stock
issued and outstanding and entitled to vote, present in person or represented by
proxy, shall constitute a quorum for the transaction of business at a meeting of
stockholders.  If such majority shall not be present in person or represented by
proxy at a meeting of stockholders,  the stockholders  entitled to vote thereat,
present in person or represented  by proxy,  shall have the power to adjourn the
meeting  from time to time until  holders of the  requisite  number of shares of
stock  entitled to vote at the meeting shall be present in person or represented
by proxy. When a meeting of stockholders is adjourned to another place, date, or
time, notice need not be given of the adjourned meeting if the place,  date, and
time of such  adjourned  meeting  are  announced  at the  meeting  at which  the
adjournment is taken.  At any such adjourned  meeting at which a quorum shall be
present  in person  or  represented  by proxy,  stockholders  may  transact  any
business that might have been  transacted at the meeting as originally  noticed,
but only  those  stockholders  entitled  to vote at the  meeting  as  originally
noticed  shall  be  entitled  to  vote  at any  adjournment(s)  thereof.  If the
adjournment is for more than thirty (30) days, or if after the adjournment a new
record  date is fixed  for the  adjourned  meeting,  a notice  of the  adjourned
meeting  shall be given to each  stockholder  of record  entitled to vote at the
meeting.

               Section 2.9.  Required Vote.
                             -------------

               Except  as  specifically   provided   otherwise  by  the  General
Corporation Law of the State of Delaware,  the Certificate of Incorporation,  or
these Bylaws,  the affirmative  vote of a majority of the shares of common stock
present in person or represented by proxy at a meeting of  stockholders at which
quorum is present and entitled to vote on the subject matter (including, but not
limited to, the election of directors  to the Board of  Directors)  shall be the
act of the stockholders with respect to the matter voted upon.

               Section 2.10. Notice of Stockholder Business and Nominations.
                             ----------------------------------------------

               (A) ANNUAL MEETINGS OF  STOCKHOLDERS.  (1) Nominations of persons
for election to the Board of Directors  of the  Corporation  and the proposal of
business to be considered by the  stockholders  may be made at an annual meeting
of stockholders (a) pursuant to the  Corporation's  notice of meeting  delivered
pursuant  to Section 2.4 of these  By-laws,  (b) by or at the  direction  of the
Chairman of the Board of Directors or (c) by any  stockholder of the Corporation
who is entitled to vote at the meeting,  who complied with the notice procedures
set forth in clauses  (2) and (3) of this  paragraph  (A) of this By-law and who
was a  stockholder  of  record  at the time  such  notice  is  delivered  to the
Secretary of the Corporation.


                                       3
<PAGE>

                    (2) For nominations or other business to be properly brought
before an annual  meeting by a  stockholder  pursuant to clause (c) of paragraph
(A)(1) of this By-law,  the stockholder must have given timely notice thereof in
writing to the  Secretary  of the  Corporation.  To be timely,  a  stockholder's
notice shall be delivered to the Secretary at the principal executive offices of
the  Corporation not less than sixty days nor more than ninety days prior to the
first  anniversary of the preceding  year's annual meeting;  PROVIDED,  HOWEVER,
that in the event that the date of the annual  meeting is  advanced by more than
twenty days,  or delayed by more than sixty days,  from such  anniversary  date,
notice by the stockholder to be timely must be so delivered not earlier than the
ninetieth  day prior to such  annual  meeting  and not  later  than the close of
business on the later of the  sixtieth  day prior to such annual  meeting or the
tenth day  following  the day on which public  announcement  of the date of such
meetings if first made. Such stockholder's notice shall set forth (a) as to each
person whom the stockholder  proposes to nominate for election or re-election as
a director  all  information  relating  to such  person  that is  required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required,  in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange  Act"),  including such person's  written
consent to being named in the proxy  statement  as a nominee and to serving as a
director if elected;  (b) as to any other business  desired to be brought before
the meeting,  the reasons for  conducting  such  business at the meeting and any
material interest in such business of such stockholder and the beneficial owner,
if any,  on whose  behalf the  proposal is made;  and (c) as to the  stockholder
giving  the  notice  and the  beneficial  owner,  if any,  on whose  behalf  the
nomination  or proposal is made,  the name and address of such  stockholder,  as
they appear on the  Corporation's  books,  and of such beneficial owner and (ii)
the class and number of shares of the Corporation  which are owned  beneficially
and or record by such stockholder and such beneficial owner.

                    (3)  Notwithstanding  anything  in the  second  sentence  of
paragraph (A)(2) of this By-law to the contrary, in the event that the number of
directors  to be  elected  to the  Board  of  Directors  of the  Corporation  is
increased  and there is no public  announcement  naming all of the  nominees for
director or specifying the size of the increased  Board of Directors made by the
Corporation at least eighty days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this By-law shall also
be  considered  timely,  but only with respect to nominees for any new positions
created by such  increase,  if it shall be  delivered  to the  Secretary  at the
principal  executive  offices  of the  Corporation  not later  than the close of
business on the tenth day following the day on which such public announcement is
first made by the Corporation.

               (B) SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's  notice of meeting pursuant to Section
2.4 of these  By-laws.  Nominations  of  persons  for  election  to the Board of
Directors may be made at a special  meeting of  stockholders  at which directors
are to be elected pursuant to the  Corporation's  notice of meeting by or at the
direction of the Board of Directors or by any stockholder of the Corporation who
is entitled to vote at the meeting,  who complies with the notice procedures set
forth in this By-law and who is a stockholder  of record at the time such notice
is delivered to the Secretary of the Corporation. Nominations by stockholders of
persons  for  election to the Board of  Directors  may be made at such a special
meeting of  stockholders  if the  stockholder's  notice as required by paragraph
(A)(2) of this By-law  shall be  delivered  to the  Secretary  at the  principal
executive offices of the Corporation not earlier than the ninetieth day prior to
such  special  meeting  and not later than the close of business on the later of
the sixtieth day prior to such special  meeting or the tenth day  following  the
day on  which  public  announcement  is first  made of the  date of the  special
meeting and of the nominees  proposed by the Board of Directors to be elected at
such meeting.  In no event shall the public  announcement of an adjournment of a
special  meeting  commence a new time  period for the giving of a  stockholder's
notice as described above.


                                       4
<PAGE>

               (C)  GENERAL.  (1) Only persons who are  nominated in  accordance
with the  procedures  set forth in this  By-law  shall be eligible to service as
director and only such business shall be conducted at a meeting of  stockholders
as shall have been brought before the meeting in accordance  with the procedures
set forth in this By-law.  Except as otherwise  provided by law, the Certificate
of  Incorporation  or these By-laws,  the chairman of the meeting shall have the
power and duty to determine  whether a nomination or any business proposed to be
brought before the meeting was made in accordance  with the procedures set forth
in this By-law and, if any  proposed  nomination  or business is not  compliance
with this By-law,  to declare that such defective  proposal or nomination  shall
disregarded.

                    (2) For purposes of this By-law "public  announcement" shall
mean  disclosure  in a press  release  reported  by the Dow Jones News  Service,
Associated Press or comparable  national news service or in a document  publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

                    (3) Notwithstanding the foregoing provisions of this By-law,
a stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this  By-law.  Nothing  in this  By-law  shall be deemed to affect  any
rights of  stockholders to request  inclusion of proposals in the  Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.

                                   ARTICLE III
                                    DIRECTORS
                                    ---------

               Section 3.1.  Board of Directors.
                             ------------------

               The business  and affairs of the Company  shall be managed by, or
under  the  direction  of, a Board of  Directors.  The  Board of  Directors  may
exercise  all such  powers of the Company and do all such lawful acts and things
on its behalf as are not by the General  Corporate Law of the State of Delaware,
the  Certificate  of  Incorporation  or these Bylaws  directed or required to be
exercised or done by stockholders.

               Section 3.2.  Number, Election and Tenure.
                             ---------------------------

               The number of directors which shall constitute the whole Board of
Directors  is hereby  fixed at  seven.  In no event  shall  the total  number of
directors  which shall  constitute  the whole Board of Directors be fixed by the
Board of Directors  at less than three (3). The Board of Directors  shall not at
any time decrease the total number of directors which shall constitute the whole
Board of Directors if to do so would shorten the term of any incumbent director.

               With the exception of the first Board of Directors which shall be
elected by the incorporator of the Company,  and except as provided otherwise in
these Bylaws,  directors shall be elected at the annual meeting of stockholders.
The directors  shall be divided as equally as the total number of directors will
permit into three classes. At the election of the first Board of Directors,  the
directors  of the first  class  shall be  elected  for a term of one  year;  the
directors of the second class for a term of two years;  and the directors of the
third class for a term of three years. A each annual  election  thereafter,  the
successors to the class of directors  whose term shall expire that year shall be
elected to hold office for the term of three  years,  so that  one-third  of the
Board of Directors  shall be elected  annually.  Each director shall hold office
until the annual meeting of stockholders  next succeeding his or her election or
appointment and until his or her successor is elected and qualified or until his
or her earlier resignation or removal.


                                       5
<PAGE>
               Section 3.3.  Resignation and Removal.
                             -----------------------

               Any  director or member of a committee  of the Board of Directors
may  resign at any time upon  written  notice  to the  Board of  Directors,  the
Chairman of the Board,  or the  President.  Unless  specified  otherwise  in the
notice,  such  resignation  shall take effect upon  receipt of the notice by the
Board of Directors,  the Chairman of the Board, or the President. The acceptance
of a resignation  shall not be necessary to make it effective.  Any director may
be removed, either with or without cause, as provided by the General Corporation
Law of the State of Delaware.

               Section 3.4.  Vacancies and Newly-Created Directorships.
                             -----------------------------------------

               Vacancies    occurring   for   any   reason   and   newly-created
directorships  resulting from an increase in the authorized  number of directors
which  shall  constitute  the whole  Board of  Directors,  as fixed  pursuant to
Section 3.2 of these  Bylaws,  shall be filled by the election of a new director
or directors at a special meeting of stockholders  called for such purpose.  Any
director so chosen  shall hold office until the annual  meeting of  stockholders
next  succeeding  his or her  selection  or  appointment  and  until  his or her
successor  shall  be  elected  and  qualified,  or  until  his  or  her  earlier
resignation or removal.

               Section 3.5.  Compensation.
                             ------------

               Each  director  on the Board of  Directors  and on any  committee
thereof shall receive for services  rendered as a director and committee  member
such reasonable  compensation,  if any, as may be fixed from time to time by the
Board of Directors.  The directors and committee  members also may be paid their
reasonable expenses,  if any, in attending meetings of the Board of Directors or
any  committee  thereof.  Nothing in these Bylaws shall be construed to preclude
any director from serving the Company in any other capacity as an officer, agent
or otherwise and receiving compensation therefor.

                                   ARTICLE IV
                        MEETING OF THE BOARD OF DIRECTORS
                        ---------------------------------

               Section 4.1.  Date, Time and Place.
                             --------------------

               Meetings of the Board of Directors shall be held on such date and
at such time and place, either within or without the State of Delaware, as shall
be determined by the Board of Directors pursuant to these Bylaws.

               Section 4.2.  Annual Meetings.
                             ---------------

               After the annual meeting of stockholders, the newly elected Board
of  Directors  may hold a  meeting,  on such  date and at such time and place as
shall be determined  by the Board of Directors for the purpose of  organization,
election of officers and such other  business  that may properly come before the
meeting. Such meeting may be held without notice.

               Section 4.3.  Regular Meetings.
                             ----------------

               Regular  meetings of the Board of  Directors  may be held without
notice on such date and at such time and place as shall be determined  from time
to time by the Board of Directors.


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<PAGE>
               Section 4.4.  Special Meetings.
                             ----------------

               Special  meetings  of the Board of  Directors  may be held at any
time upon the call of the Chairman of the Board,  the President or the Secretary
by  means of  oral,  telephonic,  written  telegraphic,  cable or other  similar
notice, duly given,  delivered,  sent or mailed to each director,  in the manner
prescribed  by Section  6.1 of these  Bylaws.  Special  meetings of the Board of
Directors  may be held at any time without  notice if all of the  directors  are
present or if those directors not present waive notice of the meeting in writing
either before or after the date of the meeting.

               Section 4.5.  Quorum.
                             ------

               A majority of the whole Board of Directors  as fixed  pursuant to
Section 3.2 of these Bylaws shall  constitute  a quorum for the  transaction  of
business  at a  meeting  of the  Board of  Directors.  If a quorum  shall not be
present at a meeting of the Board of Directors,  the directors  present  thereat
may  adjourn  the  meeting  from  time  to  time,   without  notice  other  than
announcement at the meeting, until a quorum shall be present.

               Section 4.6.  Required Vote.
                             -------------

               Except  as  specifically   provided   otherwise  by  the  General
Corporation Law of the State of Delaware,  the affirmative vote of a majority of
the  directors  present at a meeting of the Board of Directors at which a quorum
is present shall be the act of the Board of Directors with respect to the matter
voted upon.

               Section 4.7.  Action Without Meeting.
                             ----------------------

               Any action  required or permitted to be taken at a meeting of the
Board of Directors,  or committee  thereof,  may be taken by directors without a
meeting if all of the members of the Board of Directors,  or committee  thereof,
consent  thereto  in  writing  and such  writing  is filed  with the  minutes of
proceedings of the Board of Directors, or committee thereof.

               Section 4.8.  Telephone Meetings.
                             ------------------

               Members of the Board of Directors,  or any committee thereof, may
participate  in a meeting of the Board of Directors,  or committee  thereof,  by
means of conference  telephone or similar  communications  equipment by means of
which all of the  members  participating  in the  meeting  can hear each  other.
Participation by members of the Board of Directors, or any committee thereof, by
such means shall constitute presence in person of such members at such meeting.


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<PAGE>

                                    ARTICLE V
                      COMMITTEES OF THE BOARD OF DIRECTORS
                      ------------------------------------

               Section 5.1.  Designation and Powers.
                             ----------------------

               The Board of Directors may designate one or more  committees from
time to time in its discretion,  by resolution passed by the affirmative vote of
a majority of the whole Board of Directors  as fixed  pursuant to Section 3.2 of
these Bylaws.  Each  committee  shall consist of one or more of the directors on
the  Board of  Directors.  The  Board of  Directors  may  designate  one or more
directors as alternate  members of any  committee  who may replace any absent or
disqualified  member  at  any  meeting  of the  committee.  In  the  absence  or
disqualification  of a member of a  committee,  the  member or  members  thereof
present at any meeting and not  disqualified  from  voting,  whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the Board of  Directors to act at the meeting in the place of any such absent or
disqualified  member.  Any  such  committee,  to  the  extent  provided  in  the
resolution  of the Board of  Directors,  shall have and may  exercise all of the
powers and authority of the Board of Directors in the management of the business
and affairs of the Company and may authorize  the corporate  seal of the Company
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Certificate of  Incorporation or
these Bylaws, adopting an agreement of merger or consolidation,  recommending to
stockholders  the sale,  lease, or exchange of all or  substantially  all of the
Company's  assets,  or recommending to stockholders a dissolution of the Company
or a revocation of a  dissolution;  and,  unless the  resolution of the Board of
Directors  expressly  so  provides,  no such  committee  shall have the power or
authority  to declare a dividend or to  authorize  the  issuance of stock of the
Company  or any class or series of stock.  Each  committee  shall  keep  regular
minutes of its meetings and shall report the same to the Board of Directors when
requested to do so.

                                   ARTICLE VI
                                     NOTICES
                                     -------

               Section 6.1.  Delivery of Notice.
                             ------------------

               Notices  to  stockholders  and,  except as  permitted  below,  to
directors on the Board of Directors  shall be in writing and may be delivered by
mail or by  messenger.  Notice  by mail  shall be deemed to be given at the time
when such  notice is  deposited  in a United  States  post office or letter box,
enclosed in a postpaid sealed wrapper,  and addressed to stockholder or director
at his  respective  address  appearing  on the books and records of the Company,
unless  such  stockholder  or  director  shall have filed with the  Secretary  a
written request that notices intended for such stockholder or director be mailed
or delivered to some other address,  in which case the notice shall be mailed to
or  delivered at the address  designated  in such  request.  Notice by messenger
shall be deemed to be given when such  notice is  delivered  to the address of a
stockholder  or director as specified  above.  Notices to directors  also may be
given orally in person or by telephone,  or by telex, telegram,  cable, or other
similar  means,  or by leaving  the notice at the  residence  or usual  place of
business of a director. Notice by oral communication, telex, telegram, cable, or
other  similar  means shall be deemed to be given upon  dispatch of such notice.
Notice by messenger shall be deemed to be given when such notice is delivered to
a director's residence or usual place of business.  Notices, requests, and other
communications  required or permitted to be given or communicated to the Company
by the Certificate of Incorporation,  these Bylaws, or any other agreement shall
be in writing and may be  delivered by  messenger,  United  States mail,  telex,
telegram,  cable, or other similar means.  Notice to the Company shall be deemed
to be given upon actual receipt of such notice by the Company.


                                       8
<PAGE>
               Section 6.2.  Waiver of Notice.
                             ----------------

               Whenever   notice  is   required  to  be  given  by  the  General
Corporation law of the State of Delaware,  the Certificate of Incorporation,  or
these Bylaws, a written waiver of notice signed by the person entitled  thereto,
whether  before  or after  the  time  stated  in the  notice,  shall  be  deemed
equivalent to notice.  Attendance  of a person at a meeting  shall  constitute a
waiver of notice of such meeting, except when the person attends the meeting for
the express  purpose of  objecting,  at the  beginning  of the  meeting,  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 stockholders,  Board of Directors, or committee of
the Board of Directors need be specified in any written waiver of notice.

                                   ARTICLE VII
                                    OFFICERS
                                    --------

               Section 7.1.  Officers.
                             --------

               At  its  annual  meeting,  or at  such  other  meeting  as it may
determine, or by unanimous written consent of the directors without meeting, the
Board of Directors shall elect such officers as the Board of Directors from time
to time may  designate or the business of the Company may require.  The Chairman
of the  Board  shall be  selected  from  among  the  directors  on the  Board of
Directors,  but no other  executive  officer  need be a member  of the  Board of
Directors. Any number of offices may be held by the same person.

               Section 7.2.  Other Officers and Agents.
                             -------------------------

               The Board of  Directors  also may elect such other  officers  and
agents  as the  Board  of  Directors  from  time to  time  may  determine  to be
advisable.  Such  officers and agents shall serve for such terms,  exercise such
powers,  and perform such duties as shall be specified  from time to time by the
Board of Directors.

               Section 7.3.  Tenure, Resignation, Removal and Vacancies.
                             ------------------------------------------

               Each  officer of the Company  shall hold his office  until his or
her successor is elected and qualified,  or until his or her earlier resignation
or removal; provided, that if the term of office of any officer elected pursuant
to Section 7.2 of these Bylaws shall have been fixed by the Bylaws or determined
by the Board of Directors or other  governing  body,  such person shall cease to
hold office no later than the date of  expiration  of such term,  regardless  of
whether any other  person  shall have been  elected or appointed to succeed such
person.  Each officer shall hold his or her office until his or her successor is
elected and qualified or until his or her earlier  resignation  or removal.  Any
officer  elected by the Board of Directors  may be removed at any time,  with or
without cause, by the Board of Directors;  provided, that any such removal shall
be without prejudice to the rights, if any, of the officer so employed under any
employment contract or other agreement with the Company.  Any officer may resign
at any time upon written  notice to the Board of Directors,  the Chairman of the
Board,  or  the  President.  Unless  specified  otherwise  in the  notice,  such
resignation  shall  take  effect  upon  receipt  of the  notice  by the Board of
Directors,  the Chairman of the Board,  or the President.  The acceptance of the
resignation  shall not be necessary to make it effective.  Any vacancy occurring
in any office of the Company by death, resignation,  removal, or otherwise shall
be filled by the Board of Directors and such successor or successors  shall hold
office for such term as may be specified by the Board of Directors.


                                       9
<PAGE>

               Section 7.4.  Compensation.
                             ------------

               The salaries or other  compensation of officers and agents of the
Company  elected by the Board of  Directors  shall be fixed from time to time by
the Board of Directors.

               Section 7.5.  Authority and Duties.
                             --------------------

               All officers and agents,  as between  themselves and the Company,
shall have such  authority  and  perform  such duties in the  management  of the
Company  as may be  provided  in these  Bylaws and as  generally  pertain or are
necessarily  incidental to the particular  office or agency.  In addition to the
powers and duties  hereinafter  specifically  prescribed for certain officers of
the Company,  the Board of Directors from time to time may impose or confer upon
any of the officers such additional  duties and powers as the Board of Directors
may see fit, and the Board of  Directors  from time to time may impose or confer
any or all of the duties and powers hereinafter  specifically prescribed for any
officer  upon any other  officer or officers.  The Board of  Directors  may give
general  authority to any officer to affix the corporate seal of the Company and
to attest the affixing by his or her signature.

               Section 7.6.  The Chairman of the Board.
                             -------------------------

               The  Chairman  of the Board  shall  preside  at all  meetings  of
stockholders  and of the  Board of  Directors,  and  shall  be a  member  of all
standing  committees of the Board of Directors.  The Chairman of the Board shall
have  general  management  of the  business of the  Company,  shall see that all
resolutions and orders of the Board of Directors are carried into effect,  shall
vote, in the name of the Company,  stock or securities in other  corporations or
associations  held by the Company  unless  another  officer is designated by the
Board of Directors for that purpose, and in connection with all of the foregoing
shall be authorized to delegate to the President and the other  officers such of
his or her  powers  and  such of his or her  duties  as he or she may deem to be
advisable.

               Section 7.7.  The President.
                             -------------

               The   President   shall  have  general  and  active   management,
supervision,  direction,  and control of the business of the Company.  He or she
shall assist the Chairman of the Board in the  management  of the Company and in
the absence or disability of or upon the delegation by the Chairman of the Board
he or she shall  preside at all  meetings  of  stockholders  and of the Board of
Directors.  He or she shall  report from time to time to the Board of  Directors
all matters  within his or her  knowledge  which the interest of the Company may
require to be brought to the attention of the Board of Directors.  The President
shall have the general powers and duties of supervision  and management  usually
vested in the office of  president  of a  corporation  and shall  exercise  such
powers  and  perform  such  duties  as  generally  pertain  or  are  necessarily
incidental  to his or her office and shall  have such other  powers and  perform
such other  duties as may be  specifically  assigned  to him or her from time to
time by the Board of Directors or the Chairman of the Board.

               Section 7.8.  The Vice President(s).
                             ---------------------

               The  Vice  President,  if any be so  appointed  by the  Board  of
Directors, or if there be more than one, the Vice Presidents, shall perform such
duties as may be specifically assigned to them from time to time by the Board of
Directors,  the Chairman of the Board, or the President.  In case of the absence
or disability of the President,  and if the Board of Directors,  the Chairman of
the Board, or the President has so authorized,  the Vice President,  or if there
be more than one Vice President,  such Vice President as the Board of Directors,
the Chairman of the Board, or the President shall  designate,  shall perform the
duties of the office of the President.


                                       10
<PAGE>
               Section 7.9.  The Treasurer.
                             -------------

               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 and records  belonging to the  Company.  He or she shall
deposit all moneys and other  valuable  effects in the name and to the credit of
the Company in such  depositories as may be designated by the Board of Directors
or any officer of the Company  authorized by the Board of Directors to make such
designation. The Treasurer shall exercise such powers and perform such duties as
generally  pertain or are necessarily  incidental to his or her office and shall
perform  such other  duties as may be  specifically  assigned to him or her from
time to time by the  Board of  Directors,  the  Chairman  of the  Board,  or the
President.  The  Treasurer  shall  disburse  the funds of the  Company as may be
ordered by the Board of Directors,  the Chairman of the Board, or the President,
taking  proper  vouchers for such  disbursements.  He or she shall render to the
Chairman of the Board, the President, and the Board of Directors (at its regular
and special meetings), or whenever any of them may request it, an account of all
of his or her  transactions  as Treasurer and of the financial  condition of the
Company. If required by the Board of Directors, he or she shall give the Company
a bond in such sum and with such surety or sureties as shall be  satisfactory to
the Board of Directors for the faithful  performance of the duties of his or her
office  and for the  restoration  to the  Company,  in case of his or her death,
resignation, retirement, or removal from office, of all books, papers, vouchers,
moneys,  and other  property of whatever kind in his or her  possession or under
his or her control belonging to the Company.

               Section 7.10. The Assistant Treasurer(s).
                             --------------------------

               The Assistant  Treasurer,  if any be so appointed by the Board of
Directors, or if there be more than one, the Assistant Treasurers, shall perform
such  duties as may be  specifically  assigned  to them from time to time by the
Board of Directors,  the Chairman of the Board, or the President. In case of the
absence or  disability  of the  Treasurer,  and if the Board of  Directors,  the
Chairman  of the  Board,  or the  President  has so  authorized,  the  Assistant
Treasurer,  or if there be more than one  Assistant  Treasurer,  such  Assistant
Treasurer as the Board of Directors, the Chairman of the Board, or the President
shall designate, shall perform the duties of the office of the Treasurer.

               Section 7.11. The Secretary.
                             -------------

               The Secretary shall attend all meetings of the Board of Directors
and all meetings of stockholders and record all votes and record the proceedings
of such meetings in a book to be kept for that purpose.  He or she shall perform
like  duties for any  committees  of the Board of  Directors  when  required  or
requested. He or she shall give, or cause to be given, notice of all meetings of
stockholders and, when necessary, of the Board of Directors. The Secretary shall
exercise  such  powers  and  perform  such  duties as  generally  pertain or are
necessarily  incidental to his or her office and shall perform such other duties
as may be specifically  assigned to him or her from time to time by the Board of
Directors, the Chairman of the Board, or the President. The Secretary shall have
custody of the  corporate  seal of the Company  and he or she,  or an  Assistant
Secretary,  if any,  shall have  authority  to affix the  corporate  seal to any
instrument  requiring it, and when so affixed it shall be attested by his or her
signature or by the signature of an Assistant Secretary.

               Section 7.12. The Assistant Secretary(ies).
                             ----------------------------

               The Assistant  Secretary,  if any be so appointed by the Board of
Directors,  or if there be more  than  one,  the  Assistant  Secretaries,  shall
perform such duties as may be specifically assigned to them from time to time by
the Board of Directors,  the Chairman of the Board, or the President. In case of
the absence or disability of the Secretary,  and if the Board of Directors,  the
Chairman  of the  Board,  or the  President  has so  authorized,  the  Assistant
Secretary,  or if there be more than one  Assistant  Secretary,  such  Assistant
Secretary as the Board of Directors,  the Chairman of the Board or the President
shall designate, shall perform the duties of the office of the Secretary.

                                       11
<PAGE>

                                  ARTICLE VIII
                              CERTIFICATES OF STOCK
                              ---------------------

               Section 8.1.  Form and Signature.
                             ------------------

               The stock  certificates  representing  the  stock of the  Company
shall be in such form or forms not inconsistent with the General Corporation Law
of the State of Delaware,  the Certificate of Incorporation  and these Bylaws as
the Board of Directors shall approve from time to time. Stock certificates shall
be  numbered,   the  certificates  for  the  shares  of  stock  to  be  numbered
consecutively,  and shall be entered in the books and  records of the Company as
such certificates are issued. No certificate shall be issued for any share until
the consideration therefor has been fully paid. Stock certificates shall exhibit
the  holder's  name,  certify  the class and  series of stock and the  number of
shares in such  class  and  series of stock  owned by the  holder,  and shall be
signed (a) by the Chairman of the Board,  or any Vice Chairman of the Board,  or
the President,  or a Vice President,  and (b) by the Treasurer, or any Assistant
Treasurer,  or the  Secretary,  or any  Assistant  Secretary.  Any or all of the
signatures  on a stock  certificate  may be  facsimiles.  In case  any  officer,
transfer  agent,  or registrar who has signed or whose  facsimile  signature has
been  placed on a  certificate  shall have ceased to be such  officer,  transfer
agent, or registrar before such  certificate is issued,  such certificate may be
issued by the Company  with the same  effect as if he or she were such  officer,
transfer agent, or registrar on the date of issuance.

               Section 8.2.  Lost, Stolen or Destroyed Certificates.
                             --------------------------------------

               The Board of Directors may direct that a new stock certificate be
issued in place of any  certificate  theretofore  issued by the Company which is
alleged to have been lost, stolen, or destroyed, upon the making of an affidavit
of that fact by the person,  or his or her legal  representative,  claiming  the
certificate of stock to be lost,  stolen,  or destroyed.  When  authorizing such
issuance 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 the
lost, stolen, or destroyed certificate,  or his or her legal representative,  to
advertise the same in such manner as the Board of Directors shall require and/or
to give the Company a bond in such sum as the Board of Directors shall direct as
indemnity  against any claim that may be made against the Company,  any transfer
agent, or any registrar on account of the alleged loss, theft, or destruction of
any such certificate or the issuance of such new certificate.

               Section 8.3.  Registration of Transfer.
                             ------------------------

               Shares of common stock of the Company shall be transferable  only
upon the  Company's  books by the  holders  thereof  in person or by their  duly
authorized  attorneys or legal  representatives,  and upon such transfer the old
certificates  shall be surrendered to the Company by the delivery thereof to the
person in charge of the stock and transfer books and ledgers of the Company,  or
to such other person as the Board of Directors may designate.  Upon surrender to
the Company of a certificate for shares,  duly endorsed or accompanied by proper
evidence of succession,  assignment, or authority to transfer, the Company shall
issue  a new  certificate  to  the  person  entitled  thereto,  cancel  the  old
certificate, and record the transaction on its books and records.


                                       12
<PAGE>
                                   ARTICLE IX
                               GENERAL PROVISIONS
                               ------------------

               Section 9.1.  Record Date.
                             -----------

               In order that the Company may determine the stockholders entitled
to notice of, and to vote at, a meeting of  stockholders,  or to express consent
or dissent to  corporate  action in writing  without  meeting,  or  entitled  to
receive  payment of any  dividend  or other  distribution  or  allotment  of any
rights, or entitled to exercise any rights in respect of any change, conversion,
or exchange of stock,  or for the purpose of any other lawful action,  the Board
of  Directors  may fix, in  advance,  a record date which shall not be more than
sixty  (60) nor less than ten (10) days  prior to the date of such  meeting  nor
more  than  sixty  (60) days  prior to any  other  action.  A  determination  of
stockholders  of record  entitled  to notice  of,  and to vote at, a meeting  of
stockholders  shall  apply  to any  adjournment(s)  of such  meeting;  provided,
however,  that the Board of  Directors  may, in its  discretion,  and shall,  if
otherwise  required  by these  Bylaws  fix a new record  date for the  adjourned
meeting.

               Section 9.2.  Registered Stockholders.
                             -----------------------

               Except  as  specifically   provided   otherwise  by  the  General
Corporation  Law of the State of  Delaware,  the  Company  shall be  entitled to
recognize the exclusive right of a person registered on its books and records as
the owner of shares of stock of the Company to receive  dividends and to vote as
such  owner,  shall be  entitled  to hold  such  person  liable  for  calls  and
assessments,  and shall not be bound to recognize  any  equitable or other claim
to, or interest in, such stock on the part of any other  person,  whether or not
the Company shall have express or other notice thereof.

               Section 9.3.  Dividends.
                             ---------

               The Board of  Directors  may declare and pay  dividends  ratably,
share for share, on the Company's  common stock in all sums so declared,  out of
funds legally available therefor.

               Section 9.4.  Dividend Declarations.
                             ---------------------

               Dividends  on the common  stock of the  Company  may be  declared
quarterly or  semiannually  as the Board of Directors  may from time to time, in
its discretion, determine.

               Section 9.5.  Checks and Notes.
                             ----------------

               All checks and drafts on the bank  accounts of the  Company,  all
bills of exchange  and  promissory  notes of the Company,  and all  acceptances,
obligations,  and other  instruments for the payment of money drawn,  signed, or
accepted by the Company shall be signed or accepted, as the case may be, by such
officer or officers,  agent or agents,  and in such manner as shall be thereunto
authorized  from time to time by the Board of  Directors  or by  officers of the
Company designated by the Board of Directors to make such authorization.

               Section 9.6.  Fiscal Year.
                             -----------

               The fiscal  year of the Company  shall  commence on January 1 and
end on December 31 of each year,  unless  otherwise  fixed by  resolution of the
Board of Directors.


                                       13
<PAGE>
               Section 9.7.  Corporate Seal.
                             --------------

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

               Section 9.8.  Voting of Securities of Other Issuers.
                             -------------------------------------

               In the event that the Company shall own and/or have power to vote
any  securities  (including,  but not limited to,  shares of stock) of any other
issuer,  such securities shall be voted by the Chairman of the Board as provided
in Section 7.6 of these  Bylaws,  or by such other  person or  persons,  to such
extent,  and in such manner as may be determined  by the Board of Directors.  If
the  Company  shall be a general  partner  in any  partnership,  the acts of the
Company in such  capacity may be approved by the Board of Directors and taken by
the officers as may be authorized  or determined by the Board of Directors  from
time to time.

               Section 9.9.  Transfer Agents.
                             ---------------

               The Board of Directors may make such rules and  regulations as it
may deem  expedient  concerning  the issuance,  transfer,  and  registration  of
securities  (including,  but not limited to, stock) of the Company. The Board of
Directors may appoint one or more transfer  agents and/or one or more registrars
and may  require  all  stock  certificates  and  other  certificates  evidencing
securities of the Company to bear the signature of either or both.

               Section 9.10. Books and Records.
                             -----------------

               Except  as  specifically   provided   otherwise  by  the  General
Corporation  Law of the State of Delaware,  the books and records of the Company
may be kept at such  place or  places,  either  within or  without  the State of
Delaware, as may be designated by the Board of Directors.


                                       14
<PAGE>

                                    ARTICLE X
                                 INDEMNIFICATION
                                 ---------------

               Section 10.1. Indemnification and Insurance.
                             -----------------------------

               (a) Right to  Indemnification.  Each person who was or is a party
or is  threatened  to be made a party to or is involved  in any action,  suit or
proceedings,   whether  civil,   criminal,   administrative   or   investigative
(hereinafter a "proceeding"),  by reason of the fact that he or she, or a person
of whom he or she is the legal  representative,  is or was a director or officer
of the Company or is or was serving at the request of the Company as a director,
officer,  employee or agent of another  corporation or of a  partnership,  joint
venture,  trust or other enterprise,  including service with respect to employee
benefit  plans,  whether  the  basis of such  proceeding  is  alleged  action or
inaction in an official  capacity or in any other  capacity  while  serving as a
director,  officer, employee or agent, shall be indemnified and held harmless by
the Company to the fullest extent  permitted by the General  Corporation  Law of
the State of Delaware,  as the same exists or may hereafter be amended,  against
all costs, charges, expenses, liabilities and losses (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in  settlement)  reasonably  incurred or  suffered by such person in  connection
therewith and such indemnification  shall continue as to a person who has ceased
to be a director,  officer,  employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators;  provided,  however, that except
as provided in paragraph (b) hereof, the Company shall indemnify any such person
seeking  indemnification  in  connection  with a  proceeding  (or part  thereof)
initiated  by  such  person  only if  such  proceeding  (or  part  thereof)  was
authorized   by  the  Board  of  Directors   of  the   Company.   The  right  to
indemnification  conferred in this  Section  10.1 shall be a contract  right and
shall  include  the right to be paid by the  Company  the  expenses  incurred in
defending  any such  proceeding in advance of its final  disposition;  provided,
however, that, if the General Corporation Law of the State of Delaware requires,
the  payment of such  expenses  incurred  by a director or officer in his or her
capacity  as a  director  or  officer  (and not in any other  capacity  in which
service  was or is  rendered  by  such  person  while  a  director  or  officer,
including,  without limitation,  service to an employee benefit plan) in advance
of the final  disposition  of a proceeding,  shall be made only upon delivery to
the Company of an undertaking,  by or on behalf of such director or officer,  to
repay all amounts so advanced if it shall  ultimately  be  determined  that such
director or officer is not entitled to be indemnified under this Section 10.1 or
otherwise.  The  Company  may,  by  action of its  Board of  Directors,  provide
indemnification  to employees and agents of the Corporation  with the same scope
and effect as the foregoing indemnification of directors and officers.

               (b) Right of Claimant to Bring Suit.  If a claim under  paragraph
(a) of this Section 10.1 is not paid in full by the Company  within  thirty days
after a written claim has been received by the Company,  the claimant may at any
time  thereafter  bring suit against the Company to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting  such claim. It shall be a defense to
any such action  (other than an action  brought to enforce a claim for  expenses
incurred in defending any proceeding in advance of its final  disposition  where
the required undertaking,  if any is required, has been tendered to the Company)
that the  claimant  has failed to meet a  standard  of  conduct  which  makes it
permissible  under the General  Corporation Law of the State of Delaware for the
Company to indemnify the claimant for the amount claimed. Neither the failure of
the Company (including its Board of Directors, independent legal counsel, or its
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because he or she has met such  standard of conduct nor an actual  determination
by the Company (including its Board of Directors,  independent legal counsel, or
its stockholders) that the claimant has not met such standard of conduct,  shall
be a defense to the action or create a presumption  that the claimant has failed
to meet such standard of conduct.


                                       15
<PAGE>
               (c)  Non-Exclusivity of Rights. The right to indemnification  and
the payment of expenses  incurred in  defending a  proceeding  in advance of its
final  disposition  conferred in this Section 10.1 shall not be exclusive of any
other right which any person may have or  hereafter  acquire  under any statute,
provision  of the  Certificate  of  Incorporation,  bylaw,  agreement,  vote  of
stockholders or disinterested directors or otherwise.

               (d)  Insurance.  The  Company  may  maintain  insurance,  at  its
expense, to protect itself and any director,  officer,  employee or agent of the
Company or  another  corporation,  partnership,  joint  venture,  trust or other
enterprise  against  any such  expense,  liability  or loss,  whether or not the
Company  would have the power to indemnify  such person  against  such  expense,
liability or loss under the General Corporation Law of the State of Delaware.

               (e)  Expenses  as a  Witness.  To the extent  that any  director,
officer,  employee or agent of the Company is by reason of such  position,  or a
position  with another  entity at the request of the  Company,  a witness in any
action, suit or proceeding, he or she shall be indemnified against all costs and
expenses actually and reasonably  incurred by him or her or on his or her behalf
in connection therewith.

               (f) Indemnity  Agreements.  The Company may enter into agreements
with any  director,  officer,  employee  or agent of the Company  providing  for
indemnification  to the full extent permitted by the General  Corporation Law of
the State of Delaware.

                                   ARTICLE XI
                            AMENDMENT TO THESE BYLAWS
                            -------------------------

               Section 11.1. By the Stockholders.
                             -------------------

               These  Bylaws may be amended or  repealed in whole or in part and
new Bylaws may be adopted by the affirmative vote of a majority of the aggregate
number of shares of the common stock issued and outstanding and entitled to vote
on the subject matter, present in person or represented by proxy at a meeting of
stockholders provided that notice thereof is stated in the written notice of the
meeting.

               Section 11.2. By the Board of Directors.
                             -------------------------

               These  Bylaws may be amended or  repealed in whole or in part and
new Bylaws may be adopted by a majority of the Board of Directors as provided by
Section 109(a) of the General  Corporation  Law of the State of Delaware and the
Certificate of Incorporation.


                                       16
<PAGE>
        CERTIFICATE OF SECRETARY OF FORTUNE NATURAL RESOURCES CORPORATION
                            (a Delaware corporation)



               I hereby certify that I am the duly elected and acting  Secretary
of said  corporation  and  that  the  foregoing  Bylaws,  comprising  16  pages,
constitute  the Bylaws of said  corporation  as duly adopted at a meeting of the
Board of Directors held on July 13, 1987.





                                               /s/ Cecil O. Basenberg
                                               ---------------------------------
                                               Cecil O. Basenberg,
                                               Secretary