EXHIBIT 3(ii)

                              BYLAWS
                                OF
                         THE BEARD COMPANY

                         November 26, 1997

                                                             PAGE

Article I - Stockholders' Meetings                              1

  Section 1 - Annual Meeting                                    1
  Section 2 - Special Meetings                                  1
  Section 3 - Notice of Meetings                                1
  Section 4 - Quorum                                            2
  Section 5 - Voting                                            2
  Section 6 - List of Stockholders                              2
  Section 7 - Action by Written Consent of Stockholders         3
  Section 8 - Nomination of Directors                           3

Article II - Directors                                          3

  Section 1 - Powers                                            3
  Section 2 - Number and Vacancies                              3
  Section 3 - Term of Office                                    4
  Section 4 - Place of Meetings                                 4
  Section 5 - Regular Meetings                                  4
  Section 6 - Special Meetings                                  4
  Section 7 - Quorum                                            4
  Section 8 - Presence at Meeting                               5
  Section 9 - Action Without Meeting                            5
  Section 10- Committees of the Board                           5
  Section 11- Compensation                                      5
  Section 12- Advisory Directors                                5

Article III - Officers and Employees                            6

  Section 1 - Election                                          6
  Section 2 - Term, Removal and Vacancies                       6
  Section 3 - Bonding                                           6
  Section 4 - Chairman of the Board                             6
  Section 5 - Chief Executive Officer                           6
  Section 6 - President                                         7
  Section 7 - Vice Presidents                                   7
  Section 8 - Secretary                                         8
  Section 9 - Treasurer                                         8
  Section 10- Divisional Officers                               8

Article IV - Stock Certificates and Transfer Books              8

  Section 1 - Certificates                                      8
  Section 2 - Facsimile Signatures                              9
  Section 3 - Record Ownership                                  9
  Section 4 - Lost Certificates                                 9
  Section 5 - Transfer Agent and Registrar                      9
  Section 6 - Transfer of Stock                                 9
  Section 7 - Fixing Date for Determination of Share-
                 holders of Record                             10

Article V - Dividends                                          11

  Section 1 - Declaration and Payment                          11
  Section 2 - Reserves                                         11

Article VI - General Provisions                                11

  Section 1 - Offices                                          11
  Section 2 - Seal                                             12
  Section 3 - Fiscal Year                                      12
  Section 4 - Inspection of Books                              12
  Section 5 - Reliance on Records                              12
  Section 6 - Annual Report                                    12
  Section 7 - Voting of Stock                                  12
  Section 8 - Waiver of Notice                                 13

Article VII - Indemnification of Officers,
                Directors, Employees and Agents                13

Article VIII - Interested Directors                            15

Article IX - Amendments                                        15
<PAGE>
                              BYLAWS
                                OF
                         THE BEARD COMPANY



                             ARTICLE I

                      STOCKHOLDERS' MEETINGS

SECTION  1.   ANNUAL  MEETING.   The annual meeting of stockholders for the
election of directors and the transaction  of  such  other  business as may
properly come before the meeting shall be held at 10:00 a.m.  on  the first
Thursday  in June of each year or at such other time as shall be determined
by the board  of  directors.   The  meeting  shall be held at the principal
offices of the Corporation or at such other place as shall be determined by
a majority of the directors.

SECTION  2.  SPECIAL MEETINGS.  Special meetings  of  stockholders  may  be
called by the board of directors, or by the president, and shall be held at
such places,  within  or without the State of Oklahoma, as may be specified
in the call of any meeting.  Further, the president, or in his absence, the
secretary, shall call a  special  meeting  at  the  request  in  writing of
stockholders  owning not less than one-third (1/3) in amount of the  entire
capital stock of  the  Corporation  issued  and outstanding and entitled to
vote; provided, that such request states the  purpose  or  purposes for the
proposed meeting.

SECTION  3.   NOTICE  OF  MEETINGS.   Written  notice  of every meeting  of
stockholders  stating  the  place,  day, hour and purposes thereof,  shall,
except when otherwise required by law,  be mailed at least ten (10) but not
more  than  sixty (60) days prior to the meeting  to  each  stockholder  of
record entitled to vote thereat; provided that such notice may be waived in
writing, signed by the person entitled to notice either before or after the
time stated therein.   Neither  the  business  to  be transacted at nor the
purpose of any meeting need be specified in such written waiver of notice.

          Any  meeting  at which a quorum of stockholders  is  present,  in
person or by proxy, may adjourn  from  time  to  time until its business is
completed.   At  the adjourned meeting, the Corporation  may  transact  any
business which might  have been transacted at the original meeting.  If the
adjournment is for more than thirty 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.  Otherwise, no notice need be given.

          Written notice shall be deemed to be delivered  when deposited in
the United States mail, addressed to the stockholder at  his  address  as it
appears  on  the  stock  transfer  books  of  the Corporation,  with postage
thereon  prepaid,  or  when  sent  by pre-paid telegram to such address.

SECTION  4.   QUORUM.   The  holders  of  a majority of the shares of stock
issued and outstanding and entitled to vote, present in person or by proxy,
shall, except as otherwise provided by law,  constitute  a  quorum  for the
transaction  of  business  at  all meetings of the stockholders.  If at any
meeting a quorum is not present, the chairman of the meeting or the holders
of the majority of the shares of  stock  present or represented may adjourn
the meeting from time to time.  At the adjourned  meeting  the  Corporation
may transact any business which might have been transacted at the  original
meeting.  The stockholders present or represented at a duly called or  held
meeting  at  which  a  quorum  is present may continue to transact business
until adjournment notwithstanding  the withdrawal of enough stockholders to
leave less than a quorum.

SECTION  5.   VOTING.   Each  stockholder   shall   at   every  meeting  of
stockholders be entitled to one vote, in person or by proxy, for each share
of stock having voting power held by such stockholder, but  no  proxy shall
be voted on after three years from its date unless the proxy provides for a
longer  period.  No vote upon any matter need be by ballot unless  demanded
by the holders  of  at least twenty (20%) percent of the shares represented
and entitled to vote  at  the  meeting.   All elections and questions other
than the election of directors shall be decided  by a majority of the votes
cast, except as otherwise required by the laws of  Oklahoma.   The election
of directors shall be decided by a plurality of the votes cast.

SECTION  6.  LIST OF STOCKHOLDERS.  At least ten days before every  meeting
of stockholders,  a  complete  list of the stockholders entitled to vote at
the meeting, arranged in alphabetical  order,  and  showing  the address of
each stockholder, and the number of shares registered in the name  of  each
stockholder,  shall  be prepared by the secretary.  Such list shall be open
to the examination of  any  stockholder,  for  any  purpose  germane to the
meeting, during ordinary business hours, for a period of at least  ten 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 specified,  at  the  place where the meeting is to be held.  The
list shall also be produced and kept  at  the time and place of the meeting
during the whole time thereof and may be inspected  by  any stockholder who
is  present.   The  original or duplicate stock ledger shall  be  the  only
evidence as to who are  stockholders  entitled to examine the stock ledger,
the list required by this section or the  books  of  the Corporation, or to
vote in person or by proxy at any meeting of stockholders.

SECTION 7.  ACTION BY WRITTEN CONSENT OF STOCKHOLDERS.  Any action required
or  permitted  to be taken at a meeting of the stockholders  may  be  taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting  forth  the action so taken, shall be signed by all of the
holders of outstanding shares  of  the  Corporation  entitled  to vote with
respect to the subject matter thereof.

SECTION 8.  NOMINATION OF DIRECTORS.  Nomination of election to  the  board
of directors may be made by the board of directors or by any stockholder of
any  outstanding class of capital stock of the Corporation entitled to vote
for the election of directors.  Nominations, other than those made by or on
behalf  of  the  existing  management  of the Corporation, shall be made in
writing  and  shall be delivered or mailed  to  the  president  or  to  the
secretary of the  Corporation  not  less than four days nor more than fifty
days prior to any meeting of the stockholders  called  for  the election of
directors; provided, however, that if less than twenty-one days  notice  of
the  meeting  is given to stockholders, such nominations shall be mailed or
delivered to the  chairman  of  the  board,  president  or secretary of the
Corporation  not  later  than  the  close  of  business on the seventh  day
following  the  day  on  which  the  notice  of  the  meeting  was  mailed.
Nominations,  not  made  in accordance herewith may be disregarded  by  the
chairman of the meeting; and  upon  his  instructions,  the  judges  of the
election may disregard all votes cast for each such nominee.

                            ARTICLE II

                             DIRECTORS

SECTION  1.   POWERS.  The business of the Corporation shall be managed  by
its  board  of directors,  which  may  exercise  all  such  powers  of  the
Corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or these bylaws directed or required to
be exercised or done by the stockholders.

SECTION 2.  NUMBER  AND  VACANCIES.   The  number  of directors which shall
constitute  the  entire board shall not be less than three  nor  more  than
nine.  Subject to  the provisions of the certificate of incorporation, this
Section 2 and Section  3  hereof, the number of directors from time to time
may be altered but in no event,  to  less  than  three  (except  as  may be
permitted  by  law)  by  resolution  adopted by a vote of two-thirds of the
entire board of directors, or at the annual  meeting of stockholders by the
affirmative  approval of the holders of sixty-six  and  two-thirds  percent
(66 2/3%) of the  outstanding  stock entitled to vote.  No reduction in the
number of directors shall have the  effect  of  removing  any director from
office  prior  to  the expiration of his term.  Whenever a vacancy  in  the
number  of  directors  shall  occur,  until  such  vacancy  is  filled  the
continuing director  or  directors,  regardless of their number, shall have
all the powers granted to the directors  and shall discharge all the duties
imposed upon the directors.  As used herein,  the "entire board" shall mean
the total number of directors which the Corporation  would  have  if  there
were  no  vacancies.   The  term  "majority of the directors" whenever used
herein shall mean more than one-half  of  the  entire board when the entire
board is composed of three or more directors, and  shall  mean one director
if  the entire board is only one at the time; both directors  if  only  two
directors  are  the  entire  board  at  the  time.  A director shall not be
required  to be a stockholder of the Company in  order  to  serve  in  such
capacity.

SECTION 3.   TERM OF OFFICE.  Directors shall be elected to hold office for
three-year terms  expiring  at the next succeeding annual meeting and until
their successors are duly elected and have qualified.

SECTION 4.  PLACE OF MEETINGS.   Board meetings may be held at such places,
within or without the State of Oklahoma,  as  stated  in these bylaws or as
the  board may from time to time determine or as may be  specified  in  the
call of any meetings.

SECTION  5.   REGULAR  MEETINGS.   The  regular annual meeting of the board
shall be held without call or notice immediately  after  and  at  the  same
general place as the annual meeting of the stockholders, for the purpose of
electing officers and transacting any other business that may properly come
before  the  meeting.  Additional regular meetings of the board may be held
without call or  notice at such place and at such time as shall be fixed by
resolution of the  board  but  in  the absence of such resolution, shall be
held upon call by the president or a majority of directors.

SECTION 6.  SPECIAL MEETINGS.  Special  meetings of the board may be called
by the chairman of the board or the president  or  by  a  majority  of  the
directors  then  in  office.   Notice  of  special meetings shall either be
mailed by the secretary to each director at  least  three  days  before the
meeting  or  shall  be given personally or telegraphed or sent by facsimile
transmission to each  director  at least two days before the meeting.  Such
notice shall set forth the time and  place  of  such meeting, but need not,
unless otherwise required by law, state the purposes  of  the  meeting.   A
majority  of  the  directors present at any meeting may adjourn the meeting
from time to time without notice other than announcement at the meeting.

SECTION 7.  QUORUM.   A  majority  of  the  total number of directors shall
constitute a quorum for the transaction of business  at  any meeting of the
board;  provided,  however,  that  if there are vacancies on the  board  of
directors, a majority of the remaining  directors shall constitute a quorum
which  in no case shall be less than  one-third  of  the  total  number  of
directors.   If  at  any meeting a quorum is not present, a majority of the
directors present may  adjourn the meeting from time to time without notice
other than announcement at the meeting until a quorum is present.

SECTION 8.  PRESENCE AT  MEETING.   Members  of  the board of directors may
participate in a meeting of such board by means of  conference telephone or
similar   communications   equipment   by   means  of  which  all   persons
participating in the meeting can hear each other,  and  such  participation
shall be deemed presence in person at such meeting.

SECTION 9.  ACTION WITHOUT MEETING.  Any action required or permitted to be
taken  at  any  meeting  of  the  board  of  directors, or of any committee
thereof, may be taken without a meeting if all members of the board or such
committee, as the case may be, consent thereto in writing, and such written
consent is filed with the minutes of the proceedings  of  the board or such
committee.

SECTION  10.   COMMITTEES  OF  THE BOARD.  The board of directors  may,  by
resolution passed by a majority  of  the whole board, designate one or more
committees, each such committee to consist  of one or more of the directors
of the Corporation and shall have such name or  names  as may be determined
from  time  to  time  by  resolution adopted by the board.  The  board  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.  Any  such  committee, to the extent provided in the resolution,
shall have and may exercise  the  powers  of  the board of directors in the
management  of the business and affairs of the Corporation,  and  generally
perform such  duties  and  exercise  such  powers  as  may  be  directed or
delegated  by  the  board of directors from time to time, and, furthermore,
may authorize the seal of the Corporation to be affixed to all papers which
may require it.  In the  absence  or disqualification of any member of such
committee or committees, the member  or  members  thereof  present  at  any
meeting  and  not  disqualified  from  voting,  whether  or  not he or they
constitute a quorum, may unanimously appoint another member of the board to
act  at  the  meeting  in the place of such absent or disqualified  member.
Such committee or committees  shall  have  such  name  or  names  as may be
determined from time to time by resolution adopted by the board.

SECTION   11.    COMPENSATION.   Each  director  shall  be  reimbursed  for
reasonable expenses  incurred  in  attending any meeting of the board or of
any committee of which such director  shall  be a member.  The board may by
resolution  allow  reasonable  fees to some or all  of  the  directors  for
attendance  at  any board or committee  meeting.   No  such  payment  shall
preclude any directors  from  serving the Corporation in any other capacity
and receiving compensation therefor.

SECTION  12.  ADVISORY DIRECTORS.   The  board  of  directors  may  appoint
individuals  who  may  but need not be directors, officers, or employees of
the Corporation to serve  as  members  of an advisory board of directors of
the Corporation and may fix fees or compensation for attendance at meetings
of any such advisory boards.  The members  of  any  such advisory board may
adopt and from time to time may amend rules and regulations for the conduct
of their meetings and shall keep minutes which shall  be  submitted  to the
board of directors of the Corporation.  The term of office of any member of
the  advisory  board of directors shall be at the pleasure of the board  of
directors  and  shall   expire  the  day  of  the  annual  meeting  of  the
stockholders of the Corporation.   The  function of any such advisory board
of  directors  shall  be  to advise with respect  to  the  affairs  of  the
Corporation.

                            ARTICLE III

                      OFFICERS AND EMPLOYEES

SECTION 1.  ELECTION.  At the  regular  annual  meeting of the board, there
shall  be  elected  a president, one or more vice presidents  (who  may  be
designated by different  classes),  a secretary and an assistant secretary.
The board may from time to time elect  a  chairman  of the board or appoint
other officers.  No officer except the president need  be  a director.  Two
or more offices may be held by the same person, except that  the offices of
president and secretary or president and vice president shall  not  be held
by the same person.

SECTION  2.  TERM, REMOVAL AND VACANCIES.  All officers shall serve at  the
pleasure of  the  board.  Any officer elected or appointed by the board may
be removed at any time  by  the  board  whenever  in  its judgment the best
interests  of  the  Corporation would be served thereby, but  such  removal
shall be without prejudice to the contract rights, if any, of the person so
removed.   A vacancy in  any  office  shall  be  filled  by  the  board  of
directors.

SECTION 3.  BONDING.  The board may, in its discretion, require any officer
to give the  Corporation  a  bond  in  a  sum and with one or more sureties
satisfactory to the board for the faithful  performance  of  his duties and
for the restoration to the Corporation, in the case of death,  resignation,
retirement  or  removal from office, of all books, papers, vouchers,  money
and other property  of  whatever  kind  in his possession under his control
belonging to the Corporation.

SECTION 4.  CHAIRMAN OF THE BOARD.  The chairman  of  the board, if one has
been elected, shall preside at all meetings of the board,  stockholders and
committees of which he is a member.  He shall have such powers  and perform
such duties as may be authorized by the board of directors.

SECTION 5.  CHIEF EXECUTIVE OFFICER.  If the board of directors has elected
a chairman of the board, it may designate the chairman of the board  as the
chief  executive  officer  of the Corporation.  If no chairman of the board
has been elected, or in his  absence  or  inability  to  act, or if no such
designation has been made by the board of directors, the president shall be
the  chief  executive  officer  of  the  Corporation.  The chief  executive
officer  shall (i) have the overall supervision  of  the  business  of  the
Corporation  and  shall direct the affairs and policies of the Corporation,
subject to any directions  which  may  be  given by the board of directors,
(ii) shall have authority to designate the duties  and  powers  of officers
and  delegate special powers and duties to specified officers, so  long  as
such designations shall not be inconsistent with the statutes, these bylaws
or action  of  the  board of directors, and shall in general have all other
powers and shall perform  all  other duties incident to the chief executive
officer  of a corporation and such  other  powers  and  duties  as  may  be
prescribed by the board of directors from time to time.

SECTION 6.  PRESIDENT.  If the board of directors has elected a chairman of
the board and designated such officer as the chief executive officer of the
Corporation,  the  president  shall serve as chief operating officer and be
subject to the control of the board  of  directors  and the chairman of the
board.  He shall have such powers and perform such duties  as  from time to
time  may  be assigned to him by the board of directors or the chairman  of
the board.   If  the  board  of directors has not elected a chairman of the
board, or if one has been elected  and  has  not  been designated the chief
executive officer of the Corporation, then the president shall be the chief
executive officer of the Corporation with the powers and duties provided in
Article III, Section 5, of these bylaws.  In any event, the president shall
have  the  power  to execute, and shall execute, bonds,  deeds,  mortgages,
extensions, agreements,  modification  of  mortgage  agreements, leases and
contracts or other instruments 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  or  by  the  president  to  some  other  officer or agent of the
Corporation.   The president may sign with the secretary  or  an  assistant
secretary, certificates  for  shares  of  stock  of  the  Corporation,  the
issuance  of  which  shall  have  been  duly  authorized  by  the  board of
directors, and shall vote, or give a proxy to any other person to vote, all
shares  of  the stock of any other corporation standing in the name of  the
Corporation.   The  president,  in general, shall have all other powers and
shall  perform all other duties as  may  be  prescribed  by  the  board  of
directors from time to time.

SECTION 7.  VICE PRESIDENTS.  A vice president shall perform such duties as
may from time to time be assigned to him by the board or by the chairman or
the president.   In  the  absence or inability to act of the president, the
vice president (or if there  is  more than one vice president, in the order
designated by the board and, absent such designation, in the order of their
first election to that office) shall  perform  the duties and discharge the
responsibilities of the president.

SECTION 8.  SECRETARY.  The secretary shall be the  keeper of the corporate
seal and corporate records, and shall give notice of,  attend,  and  record
minutes  of meetings of stockholders and directors.  He shall see that  the
seal is affixed  to  all documents, the execution of which on behalf of the
Corporation under its  seal  is  duly  authorized  in  accordance  with the
provisions  of  these  bylaws.   He  shall,  in general, perform all duties
incident  to  the  office  of secretary and such other  duties  as  may  be
assigned  to  him  by  the  board  or  by  the  president.   The  assistant
secretaries, if any, shall have  such  duties as shall be delegated to them
by the secretary and, in the absence of  the  secretary, the senior of them
present shall discharge the duties of the secretary.

SECTION  9.  TREASURER.  The treasurer shall be  responsible  for  (i)  the
custody and  safekeeping  of  all  of  the  funds  and  securities  of  the
Corporation,  (ii)  the  receipt  and  deposit  of  all  moneys paid to the
Corporation,  (iii)  where  necessary  or appropriate, the endorsement  for
collection on behalf of the Corporation  of  all  checks, drafts, notes and
other  obligations  payable to the Corporation, (iv)  the  disbursement  of
funds of the Corporation  under  such  rules  as the board may from time to
time  adopt,  (v)  maintaining  the  general  books  of   account   of  the
Corporation,  and  (vi)  the  performance  of  such  further  duties as are
incident  to  the office of treasurer or as may be assigned to him  by  the
board or by the  president.   The  assistant treasurers, if any, shall have
such duties as shall be delegated to  them  by  the  treasurer,  and in the
absence  of  the  treasurer, the senior one of them present shall discharge
the duties of the treasurer.

SECTION 10.  DIVISIONAL  OFFICERS.  The board may from time to time appoint
officers of various divisions  of  the  Corporation.   Divisional  officers
shall not by virtue of such appointment become officers of the Corporation.
Subject to the direction of the president of the Corporation, the president
of a division shall have general charge, control and supervision of all the
business  operations  of  his  division,  and the other divisional officers
shall have such duties and authority as may  be prescribed by the president
of the division.

                            ARTICLE IV

               STOCK CERTIFICATES AND TRANSFER BOOKS

SECTION 1.  CERTIFICATES.  Every stockholder shall  be  entitled  to have a
certificate  in  such  form  as  the board shall from time to time approve,
signed by, or in the name of the Corporation  by  (i)  the  chairman of the
board, if any, the president or any vice president and (ii) the  treasurer,
or  assistant  treasurer,  or  the  secretary  or  an  assistant secretary,
certifying  the  number of shares owned by him in the Corporation.   During
the time in which  the  Corporation  is  authorized  to issue more than one
class  of stock or more than one series of any class, there  shall  be  set
forth on  the  face or back of each certificate issued a statement that the
Corporation  will  furnish  without  charge  to  each  stockholder  who  so
requests, the designations, preferences and relative, participating, option
or other special  rights  of  each  class of stock or series thereof of the
Corporation and the qualifications, limitations  or  restrictions  of  such
preferences and/or rights.

SECTION 2.  FACSIMILE SIGNATURES.  Where a certificate is countersigned (i)
by a transfer agent other than the Corporation or its employee, or (ii)  by
the registrar other than the Corporation or its employee, the signatures of
any  of  the  officers  named  in  Section  1  of  this  Article  IV may be
facsimiles.   In  case  any  officer  who  has  signed  or  whose facsimile
signature has been placed upon a certificate shall have ceased  to  be such
officer  before  such  certificate  is  issued,  it  may  be  issued by the
Corporation with the same effect as if he were such officer at  the date of
issue.

SECTION  3.   RECORD  OWNERSHIP.   A record of the name and address of  the
holder of each certificate, the number  of  shares represented thereby, and
the date of issue thereof shall be made on the  Corporation's  books.   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 any
share on the part of any other person, whether or not it shall have express
or other notice thereof, except as required by the laws of Oklahoma.

SECTION 4.  LOST CERTIFICATES.   Any person claiming a stock certificate in
lieu of one lost, stolen, mutilated or destroyed shall give the Corporation
an affidavit as to his ownership of  the certificate and of the facts which
go to prove its loss, theft, mutilation  or destruction.  He shall also, if
required by the board, give the Corporation  a bond, in such form as may be
approved by the board, sufficient to indemnify  the Corporation against any
claim that may be made against it on account of the  alleged  loss or theft
of the certificate or the issuance of a new certificate.

SECTION  5.  TRANSFER AGENT AND REGISTRAR.  The Corporation shall  maintain
one or more  transfer  offices  or  agencies,  each in charge of a transfer
agent designated by the board, where the shares of stock of the Corporation
shall be transferable.  The Corporation shall also  maintain  one  or  more
registry  offices,  each  in charge of a registrar designated by the board,
wherein such shares of stock shall be registered.  To the extent authorized
by the board, the same entity  may  serve  both  as  a  transfer  agent and
registrar.

SECTION  6.   TRANSFER  OF  STOCK.   Transfer  of  shares  shall, except as
provided  in  Section  4  of this Article IV, be made on the books  of  the
Corporation only by direction of the person named in the certificate or his
attorney, lawfully constituted  in  writing,  and  only  upon surrender for
cancellation of the certificate therefor, duly endorsed or accompanied by a
written assignment of the shares evidenced thereby.

SECTION 7.  FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.

          (a)  In  order  that the Corporation may determine  the  stockholders
          entitled to notice  of  or  to vote at any meeting of stockholders or
          any  adjournment  thereof, 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 a record date, which record date shall
          not precede the date upon which  the  resolution fixing the record is
          adopted by the board of directors, and which record date shall not be
          more  than  sixty nor less than ten days  before  the  date  of  such
          meeting nor more  than  sixty  days  prior to the time for such other
          action as hereinbefore described.  If  no record date is fixed by the
          board  of  directors,  the record date for  determining  stockholders
          entitled to notice of or  to  vote at a meeting of stockholders shall
          be at the close of business on  the  day  next  preceding  the day on
          which  notice  is  given,  or,  if notice is waived, at the close  of
          business on the day next preceding  the  day  on which the meeting is
          held.  If no record date is fixed by the board  of  directors for any
          other such purpose, the record date shall be at the close of business
          on  the  day  on  which the board of directors adopts the  resolution
          relating thereto.

          (b) In order that the  Corporation  may  determine  the  stockholders
          entitled to consent to corporate action in writing without a meeting,
          the board of directors may fix a record date, which record date shall
          not precede the date upon which the resolution fixing the record date
          is  adopted  by the board of directors, and which date shall  not  be
          more than ten  days  after  the date upon which the resolution fixing
          the record date is adopted by  the  board of directors.  If no record
          date has been fixed by the board of directors,  the  record  date for
          determining  stockholders entitled to consent to corporate action  in
          writing without  a  meeting,  when  no  prior  action by the board of
          directors  is required by law, shall be the first  date  on  which  a
          signed written  consent setting forth the action taken or proposed to
          be  taken  is  delivered  to  the  Corporation  by  delivery  to  its
          registered office  in  the  State of Oklahoma, its principal place of
          business, or an officer or agent of the Corporation having custody of
          the  book  in  which proceedings  of  meetings  of  stockholders  are
          recorded.  Delivery made to the Corporation's registered office shall
          be  by  hand or by  certified  or  registered  mail,  return  receipt
          requested.   If  no  record  date  has  been  fixed  by  the board of
          directors  and prior action by the board of directors is required  by
          law, the record date for determining stockholders entitled to consent
          to Corporation  action  in  writing without a meeting shall be at the
          close of business on the day  on  which the board of directors adopts
          the resolution taking such prior action.

                             ARTICLE V

                             DIVIDENDS

SECTION 1.  DECLARATION AND PAYMENT.  Dividends  upon  the capital stock of
the  Corporation,  subject  to  the  provisions  of  the  certification  of
incorporation,  if  any,  may  be declared by the board at any  regular  or
special meeting, pursuant to law.   Dividends  may  be  paid  in  cash,  in
property,  or  in shares of the capital stock, subject to the provisions of
the certificate of incorporation.

SECTION 2.  RESERVES.   Before  payment  of  any dividend, there may be set
aside out of any funds of the Corporation available  for dividends such sum
or sums as the board from time to time, in its discretion,  deems proper as
a   reserve  or  reserves  to  meeting  contingencies,  or  for  equalizing
dividends, or for repairing or maintaining any property of the Corporation,
or for such other purpose as the board shall deem conducive to the interest
of the Corporation, and the board may modify or abolish any such reserve in
the manner in which it was created.

                            ARTICLE VI

                        GENERAL PROVISIONS

SECTION  1.   OFFICES.   The  principal  office of the Corporation shall be
located at Enterprise Plaza, Suite 320, 5600  North  May  Avenue,  Oklahoma
City,  Oklahoma  73112,  or at such other place as the board may determine.
The Corporation may have such  other  offices as the board may from time to
time  determine.  The registered office  of  the  Corporation  required  by
Oklahoma  Central Corporation Act to be maintained in the State of Oklahoma
shall be, in  addition  to, and not in lieu of, the principal office in any
other  state,  and  to  the  address  of  the  registered  office  and  the
designation of the registered agent may be changed from time to time by the
board.

SECTION 2.  SEAL.  The corporate seal shall have inscribed thereon the name
of the Corporation and the words  "Corporate Seal, Oklahoma."  The seal may
be used by causing it or a facsimile  thereof to be impressed or affixed or
reproduced or otherwise.

SECTION 3.  FISCAL YEAR.  The fiscal year  of  the Corporation shall be the
year ending December 31 of each year, or such other  year  as designated by
the board.

SECTION 4.  INSPECTION OF BOOKS.  Subject to laws of the State of Oklahoma,
the directors shall determine from time to time whether, and,  if  allowed,
when  and  under what conditions and regulations the accounts and books  of
the Corporation  (except  such  as  may  by statute be specifically open to
inspection)  or  any  of  them, shall be open  to  the  inspection  of  the
stockholders, and the stockholders  rights in this respect are and shall be
restricted and limited accordingly.

SECTION 5.  RELIANCE ON RECORDS.  Each  director  and  officer shall in the
performance of his duties be fully protected in relying  in good faith upon
the  books  of  account or reports made to the Corporation by  any  of  its
officials, or by  an  independent  certified  public  accountant,  or by an
appraiser selected with reasonable care by the board, or in relying in good
faith upon other records of the Corporation.

SECTION  6.   ANNUAL  REPORT.   The  board  shall publish and submit to the
stockholders  annually  a  summary  of  the  consolidated   income  of  the
Corporation and its consolidated subsidiaries for the previous  fiscal year
and  a full or condensed consolidated balance sheet of the Corporation  and
its consolidated subsidiaries at the end of the previous fiscal year.

SECTION  7.   VOTING  OF STOCK.  Unless otherwise ordered by the board, the
chairman of the board,  if  any,  the president or any vice president shall
have  full  power  and  authority,  in  the  name  and  on  behalf  of  the
Corporation, to attend, act and vote at any  meeting of stockholders of any
company in which the Corporation may hold shares  of stock, and at any such
meeting  shall  possess  and  may exercise any and all  rights  and  powers
incident to the ownership of such  shares and which, as the holder thereof,
the Corporation might possess and exercise  if  personally present, and may
exercise such power and authority through the execution  of  proxies or may
delegate such power and authority to any other officer, agent  or  employee
of the Corporation.

SECTION 8.  WAIVER OF NOTICE.  Whenever any notice is required to be given,
a  waiver  thereof in writing, signed by the person or persons entitled  to
the notice,  whether  before  or  after  the  time stated therein, shall be
deemed equivalent thereto.

                            ARTICLE VII

              Indemnification of Officers, Directors,
                       EMPLOYEES AND AGENTS

          (a)  RIGHT TO INDEMNIFICATION.  Each  person who was or is made a
party or is threatened to be made a party to or is  involved in any action,
suit   or   proceeding,   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 Corporation, or is or was serving at the
request of the Corporation  as  a  director,  officer, employee or agent of
another  corporation or of a partnership, joint  venture,  trust  or  other
enterprise,  including  employee  benefit  plans, whether the basis of such
proceeding  is  alleged  action  on an official  capacity  as  a  director,
officer, employee or agent or in any  other  capacity  while  serving  as a
director,  officer,  employee  or  agent,  shall  be  indemnified  and held
harmless  by  the  Corporation  to  the  fullest  extent  authorized by the
Oklahoma  General Corporation Act, as the same exists or may  hereafter  be
amended (but,  in  the  case of any such amendment, only to the extent that
such amendment permits the  Corporation  to provide broader indemnification
rights than the law permitted the Corporation  to  provide  prior  to  such
amendment),  against  all expense, liability and loss (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 Corporation  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  Corporation.  The right to indemnification
conferred in this Section shall be  a  contract right and shall include the
right to be paid by the Corporation the  expenses incurred in defending any
such  proceeding  in advance of its final disposition;  PROVIDED,  HOWEVER,
that, if the Oklahoma  General Corporation Act 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 of 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
Corporation 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 or otherwise.  The Corporation  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.  It a claim under paragraph
(a) of this Section is not  paid  in  full by the Corporation within thirty
days  after  a  written claim has been received  by  the  Corporation,  the
claimant may at any  time  thereafter bring suit against the Corporation 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
Corporation)  that the claimant has not met the standards of conduct  which
make it permissible  under  the  Oklahoma  General  Corporation Act for the
Corporation  to  indemnify  the claimant for the amount  claimed,  but  the
burden of proving such defense  shall  be  on the Corporation.  Neither the
failure of the Corporation (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  the  applicable
standard of conduct set forth in the Oklahoma General Corporation  Act, nor
an  actual  determination  by  the  Corporation  (including  its  board  of
directors,  independent  legal  counsel,  or  its  stockholders)  that  the
claimant  has  not  met  such  applicable  standard  of conduct, shall be a
defense to the action or create a presumption that the claimant has not met
the applicable standard of conduct.

          (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 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, by-law, agreement,
vote of stockholders or disinterested directors or otherwise.

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

                           ARTICLE VIII

                       INTERESTED DIRECTORS

          (a)  No  contract  or transaction between the Corporation and one
or more of its directors or officers,  or  between  the Corporation and any
other corporation, partnership, association, or other organization in which
one or more of its directors or officers are directors or officers, or have
a financial interest, shall be void or voidable solely  for this reason, or
solely because the director or officer is present at or participates in the
meeting of the board or committee thereof which authorizes  the contract or
transaction,  or  solely  because his or their votes are counted  for  such
purposes if:

               (1)  The material  facts  as  to  his interest and as to the
contract  or  transaction  are  disclosed  or are known  to  the  board  of
directors  or  the  committee, and the board or  committee  in  good  faith
authorizes the contract  or  transaction  by  a  vote  sufficient  for such
purpose  without counting the vote of the interested director or directors;
or

               (2)  The  material  facts  as  to his interest and as to the
contract  or  transaction are disclosed or are known  to  the  shareholders
entitled to vote  thereon,  and the contract or transaction is specifically
approved in good faith to vote of the stockholders; or

               (3)  The  contract   or   transaction  is  fair  as  to  the
Corporation as of the time it is authorized,  approved  or ratified, by the
board of directors or the stockholders.

          (b)  Interested  directors  may  be  counted  in determining  the
presence  of  a  quorum  at  a meeting of the board of directors  or  of  a
committee thereof, which authorizes the contract or transaction.

                            ARTICLE IX

                            AMENDMENTS

          These bylaws may be  altered,  amended  or repaired or new bylaws
may be adopted by the stockholders at any regular or special meeting (or by
written  consent  in lieu thereof by the shareholders  having  the  minimum
number of votes that  would  be  necessary  to  authorize  such action at a
meeting) of the stockholders or by the board of directors at any regular or
special meeting (or by unanimous written consent in lieu thereof),  subject
however  to  the  power  of  the stockholders to adopt, amend or repeal the
same.