ARTICLE I
Name and Purposes of Association

SECTION 1. Name. This Association shall be known as SF 
Services, Inc., hereinafter called the "Association."

SECTION 2. Purposes. The purposes for which the Association
is formed are those set forth in its Articles of 
Incorporation which may be amended from time to time.


ARTICLE II
Principal Office

The principal office of the Association shall be located in 
the City of North Little Rock, County of Pulaski, State of 
Arkansas.  The mailing address shall be 824 North Palm Street,
Post Office Box 5489, North Little Rock, Arkansas 72119, or 
any other address designated by the Association's Board of 
Directors (the "Board").


ARTICLE III
Shareholders

SECTION 1. Qualification. In order to become and remain a 
shareholder of the Association, an interested party must:

     a.     purchase one share of the Association's common 
stock at no less than its par value at the time of purchase 
and on the terms and conditions determined by the Board,

     b.     be a duly formed cooperative or corporation which
does business on a cooperative basis, and

     c.     comply with the provisions of subchapter T of the 
Internal Revenue Code of 1986 and any comparable state law 
applicable to the shareholder.

SECTION 2. Suspension of Voting Rights. The voting rights of 
any shareholder may be suspended by the Board for any of the 
following reasons:

     a.     failure of the shareholder to continue to meet 
the qualifications set forth in preceding Section 1; or

     b.     violation by the shareholder of the Association's
Articles of Incorporation, Bylaws, or other rules and 
regulations imposed by the Board on the shareholders from 
time to time.  Prior to suspending any shareholder's voting 
rights, the Board shall give written notice to the shareholder
of any alleged failure or violation (the "Charge") and 

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shall afford the shareholder an opportunity to appear at 
a specified time before the Board for the purpose of 
presenting documentary evidence and oral testimony contrary 
to the Charge either in person or by counsel at least ten 
(10) but not more than thirty (30) days subsequent to the 
written notice. In the event the shareholder fails to appear 
before the Board or appears and a majority of the entire 
Board sustains the Charge, then the shareholder's voting 
rights shall be suspended immediately (the "Suspension 
Date") until such time as they are reinstated by the Board
in its sole discretion.

SECTION 3. Expulsion of Shareholder.  In the event a 
shareholder's voting rights are suspended and are not 
reinstated by the Board, in its sole discretion, within 
ninety (90) days of the Suspension Date, then the shareholder
shall be deemed to be expelled as a shareholder of the 
Association and the shareholder's only rights shall be to 
surrender its common stock in the Association for an amount 
equal to its par value and to participate in Board approved 
distributions with respect to its equity certificates and/or 
preferred stock.


ARTICLE IV
Meeting of Shareholders

SECTION 1. Time, Place and Purpose. The annual meeting and any 
special meeting of the shareholders of the Association shall be
held at the principal office of the Association in the City of
North Little Rock, Arkansas, or at any other place either 
within or without the State of Arkansas which may be designated 
in the notice given by the Chairman of the Board (the 
"Chairman").  The annual meeting shall be held at a time 
approved by the Board which shall be no later than six (6) 
months following the close of the Association's fiscal year.  The 
purpose of the annual meeting will be for the election of 
directors and for the transaction of any other business that
may properly come before the meeting.

SECTION 2. Special Meeting.  Special meetings of the 
shareholders may be called for any legal purpose or purposes
by the Chairman, the President, a majority of the Board, or 
by petition signed by shareholders holding ten percent (10%) of
the common stock of the Association.  At special meetings 
only those matters may be considered which are stated in the 
notice of the meeting.

SECTION 3. Notice.  Written or printed notice stating the place, 
day and hour of the meeting and, in case of a special meeting, 
the purpose or purposes for which the meeting is called, shall be 
given not less than five (5) days nor more than fifty (50) days,
unless otherwise prescribed by statute, before the date of the 

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meeting by or at the direction of the Chairman, the President,
or the persons calling the meeting, to each shareholder of 
record entitled to vote at such meeting.  When a meeting is 
adjourned to another place, date or time, written notice need 
not be given of the reconvened meeting if the place, date and
time thereof are announced at the meeting, at which the 
adjournment is taken; provided, however, if a new record date
is or must be fixed for the reconvened meeting, written notice
of the  place, date and time of the reconvened meeting shall 
be given in conformity herewith.  At any reconvened meeting, 
any business may be transacted which might have been transacted 
at the original meeting.

SECTION 4.  Fixing Date for Determination of Shareholders. In 
order that the Association may determine the shareholders 
entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive 
payment of any cash or patronage 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 may fix, in advance, a record date, which 
shall not be more than seventy (70) nor less that ten (10) days
before the date of such meeting, nor more than seventy (70) days
prior to any other action.  If no record date is fixed: (1) the
record date for determining shareholders entitled to notice 
of or to vote at a meeting of shareholders shall be at the 
close of business on the date 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; and (2) the record date for determining shareholders 
for any other purpose shall be at the close of business on the 
day on which the Board adopts the resolution relating thereto.
A determination of shareholders of record entitled to notice of 
or to vote at a meeting of shareholders shall apply to any 
adjournment of the meeting; provided, however, the Board 
may fix a new record date for the adjourned meeting.

SECTION 5. Voting Lists. The Secretary of the Association 
shall make a complete list of the shareholders entitled to 
vote at each meeting of shareholders or any adjournment 
thereof, arranged in alphabetical order, with the address of 
and the number of shares held by each.  Beginning two (2) 
business days after notice of the meeting has been given, 
the voting list shall be kept on file at the principal office 
of the Association and shall be subject to inspection by any 
shareholder at any time during usual business hours.  Such 
list shall be produced and kept open at the time and place  
of the meeting and shall be subject to the inspection of any

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shareholder during the whole time of the meeting.  In order
to be eligible for the voting list, a shareholder must 
file with the Secretary a certified resolution of its board 
of directors designating who shall vote its share.

SECTION 6. Vote Requirement.  A minimum of five percent (5%)
of the outstanding common shares of the Association 
entitled to vote, represented in person or by proxy, shall 
constitute a quorum in a meeting of the shareholders, unless 
otherwise required by statute.  If less than a quorum is 
represented at a meeting, the majority of the shares so 
represented may adjourn the meeting from time to time 
without further notice.  Upon continuation of the meeting which
was adjourned, at which a quorum shall be present or 
represented, any business may be transacted which might have
been transacted at the meeting as originally noticed.  
The shareholders present at the duly organized meeting may
continue to transact business until adjournment, notwithstanding
the withdrawal of enough shareholders to have less than a quorum.

SECTION 7. Proxies.  At all meetings of shareholders, a 
shareholder may vote in person or by proxy executed in 
writing by the shareholder or by his duly authorized 
attorney-in-fact.  Such proxy shall be filed with the Secretary
of the Association before or at the time of the meeting. No 
proxy shall be valid after eleven (11) months from the date 
of its execution, unless otherwise provided in the proxy. 
A proxy shall be revocable by the party granting such proxy 
unless it states that it is irrevocable and is coupled with
an interest as set forth in A.C.A.  4-27-722.

SECTION 8. Voting Rights.  Only shareholders who own common 
stock and are in good standing shall have the right to vote
on the items of business considered at meetings of the 
shareholders, and no holder of such stock shall have more 
than one (1) vote on any matter submitted for a vote at a 
meeting of shareholders.  At each shareholders' meeting, each
shareholder will be represented by a voting delegate qualified
as a duly authorized representative whose authority shall be 
in the form of a certified resolution adopted by each 
shareholder's board of directors which has been filed with the
Association's Secretary on or prior to the meeting.  To 
qualify as a representative, the voting delegate must be a 
member in good standing of the shareholder, cannot be an 
employee of the Association  and cannot be a candidate for 
election to the Board.  When voting on directors for the 
Association, the voting delegates and proxies acting on behalf
of voting delegates shall caucus by district or region and 
the voting share of each shareholder may be voted by secret 
ballot only for the purpose of electing one (1) or more 
directors from the shareholder's district or region.

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ARTICLE V
Board of Directors

SECTION 1. Duties.  The business and affairs of the 
Association shall be managed and controlled under the direction
of the Board.  All powers that may be exercised and/or 
performed by the Association, under its Articles of 
Incorporation, its Bylaws, and state statutes shall be exercised
by or under the authority of the Board.

SECTION 2. Composition. The Board shall consist of twenty (20)
persons determined as follows::

     a.     District Directors.  Eleven (11) directors shall 
be active members of shareholders in good standing with the 
Association and shall be elected by the shareholders from 
their established district to represent that District.  
Candidates for the Board from each district shall be 
nominated by the shareholders from each respective geographical
district established by the Association.  Each district 
director shall be elected for a three - (3) year term with 
no more than four (4) and no less than three (3) new terms 
beginning each year.

     b.     Manager Directors. Six (6) directors shall be 
chosen through the Association's Managers' Association and 
shall be active managers of shareholders in good standing with
the Association and two (2) shall be from each of the geographic
regions as defined under Section 4(b). The three (3) positions in
effect on the effective date of these bylaws (the 'Class A Manager
Directors') shall continue to be filled by the existing directors
for the duration of the term each incumbent was elected to serve
including the position filled at the Association's 1998 annual
meeting. The three (3) new positions created hereunder ('class B 
Manager Directors') shall be filled at the association's 1998 
Annual meeting and the term of each of the newly elected Class 
B Directors shall be the number of years needed to give a sum 
of four (4) when added to the number of years remaining in 
the term of the Class A Directors from the same region..

     c.     Regional Directors. Three (3) directors shall be 
active members of shareholders in good standing with the 
Association and shall be elected by the shareholders from 
their established region to represent that region. Candidates
for the Board from each region shall be nominated by the 
shareholders from each respective geographical region established
by the Association. Each regional director shall be elected 
for a three- (3) year term with one new term beginning each year.

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     d.     Change in Number.  From time to time the Board may
increase or decrease the number of its members by increasing 
or decreasing the number of directors in any one (1) or more 

of the three (3) aforesaid groups; provided, however, that 
in no event shall the total number of directors be more than 
twenty-four (24) nor less than fifteen (15).

SECTION 3. Election of Directors. Members of the Board shall
be elected at the annual meeting of shareholders and the 
vote of each shareholder shall be cast by a voting delegate 
as set forth in Section 8 Article IV. Members of the Board 
shall be elected from nominees whose names are submitted to
caucuses as provided in Section 4 of this Article V.

SECTION 4. Establishment of Areas and Procedures for 
Selection of Nominees for Election to the Board.

     a.     Manager Directors. The managers of the shareholders
in each region defined under section 4(b) shall constitute 
the members of a regional caucus to select a nominee for each 
seat on the Board which shall be open for the election of a 
manager director from each region.  Unless otherwise directed 
by the Board, the caucus for the selection of a nominee or 
nominees for election to office as a manager director of the 
Board shall be held at the annual meeting of the Managers' 
Association.  

     i.     Election of Class A Manager Directors. At such 
caucus to elect a Class A Director, each manager of each 
shareholder in the region in attendance at the caucus shall 
be entitled to cast that number of votes which shall be equal
to one thousand times the percentage figure (with fraction 
of one percent (1%) carried to the third decimal point) 
determined by dividing dollar volume of purchases made from 
the Association by such shareholder during the preceding 
fiscal year of the Association by the dollar amount of all 
purchases from the Association made by all its shareholders 
during the preceding fiscal year; that is, if a shareholder 
purchased from the Association during the preceding fiscal 
year 1.213% of all purchases from the Association by all of 
its shareholders during such fiscal year, then such shareholder
may cast a total of 1,213 votes for the nominee or nominees 
of its choice.  Prior to the caucus, the Secretary shall 
furnish to the president of the Managers' Association a 
listing of the shareholders reflecting total purchases made 
from the Association by each of its shareholders during the 
preceding year and each shareholder's respective percentage
thereof.

     ii.     Election of Class B Manager Directors. At each
caucus to elect a Class B Director, each manager of each
shareholder in the region in attendance shall be entitled 
to one (1) vote in the selection of a nominee for election 
to the Board.

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     b.     Regional Directors. Three (3) regions shall be
established by the Board with one (1) regional director 
elected from each.  The regions shall initially be composed 
of the following areas, namely:

     i     The area west of the Mississippi River and north
of border line between Arkansas and Louisiana and a 
westerly projection of such line along the boundary line
between Texas and Oklahoma,

     ii.     The area east of the Mississippi River, and

      iii   The area west of the Mississippi River and south
of the border line between Arkansas and Louisiana and a 
westerly projection of such line along the boundary line 
between  Texas and Oklahoma.

          Unless otherwise determined by the Board of 
Directors of a shareholder, the voting delegate selected 
by a shareholder for voting at meetings of shareholders of
the Association shall be the official delegate of the 
shareholder to attend and participate in the caucus for the 
selection of a nominee for election to the Board from the 
region in which the shareholder is located.  The official 
delegates of the member cooperatives in each of the three (3) 
regional areas shall constitute the members of a caucus to 
select a nominee for election to a seat on the Board from 
that region.  Not later than the date on which notice of 
the annual shareholders' meeting shall be given to 
shareholders, the Secretary of the Association shall, in 
writing, call a caucus of the official delegates of each of the
three regional areas which are entitled to elect a regional 
director at the annual shareholders' meeting.  The Secretary 
shall send a copy of such notice to each shareholder in each 
region in which a regional caucus is to be held and by such 
notice the Secretary shall fix the date, time and place at 
which the caucus shall be held, shall name a temporary 
chairman of the caucus to call such meeting to order and to 
preside over the election of a chairman for the meeting, and 
shall enclose with such notice a listing of the shareholders 
in the regional area, the total dollar volume of purchases 
from the Association by each shareholder during the preceding 
fiscal year, and each shareholders' respective percentage of 
such purchases. At such caucus, the official delegate of each 
shareholder in the selection of a nominee for election as a 
regional director shall be entitled to cast that number of 
votes which is equal to one thousand times such shareholder's 
respective percentage of purchases from the Association during 
the preceding fiscal year.

     c.     District Directors. There shall be eleven (11) 
geographical areas from each of which one (1) district 
director shall be elected.  The Board shall divide the entire 
trade area served by the Association into eleven (11) 
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geographical areas in which the Association's shareholders 
transact business. There shall be located in each such 
district area the principal place of business of at least five
(5) of the Association's shareholders who shall have purchased
goods and merchandise from the Association in an amount 
not less than a sum set by the Board at its first meeting 
following each annual meeting of the shareholders during the
last fiscal year of the Association. To the extent reasonably
practical, the boundaries of the eleven (11) district areas 
shall be delineated by readily identifiable lines such as 
highways, county or parish lines, rivers, etc., and the 
entire geographical area included in each district shall be 
a single contiguous geographical area. If a member 
cooperative has branch operations or more than one (1) place 
of business, it shall be assigned to the district in which 
the principal place of business is located, both for purposes 
of determining the district caucus in which the member 
cooperative shall participate and for purposes of determining 
the volume of business done by the member cooperatives in the 
district.  The official delegates of the shareholders in each 
district shall constitute a caucus to select the nominee for 
election to a seat on the Board which shall be open for the 
election of a district director from that district. Not later 
than the date on which notice of the annual meeting of the 
shareholders shall be given, the Secretary of the Association
shall call a meeting for the caucus of the official delegates 
of each district entitled to elect a district director  at the
annual shareholders meeting.  The Secretary, by the notice 
calling the caucus, shall fix the date, time and place at which
the caucus shall be held, shall name a temporary chairman of 
the caucus to call such meeting to order and preside over the 
election of a chairman for the meeting and shall enclose in 
such notice a listing of the shareholders in the district who 
are entitled to participate in the selection of a nominee for 
election as district director to represent the district on the 
Board.  At such caucus each official delegate shall be entitled 
to cast one (1) vote in the selection of a nominee for election 
to the Board as the director from that district.

          The foregoing notwithstanding, the requirement that 
each such district contain the principal place of business 
of at least five (5) of the Association's shareholders shall 
be waived until the earlier of (i) the annual meeting of the
Association's shareholders occurring in 1998 or (ii) the 
redistricting of the Association pursuant to these bylaws.

     d.    Redistricting. If, at any time, the Board shall,
in its sole discretion, determine that the purposes of the 
Association may be better accomplished or that the Associations'
shareholders may be better served by adjusting the districts 
so as to change the geographical boundaries of one (1) or 
more districts, so as to change the number or identity of 
member cooperatives assigned to a district, or so as to 
<PAGE>

increase or decrease the number of districts, a redistricting 
committee shall be appointed to study the matter and devise 
and recommend to the Board for adoption by the Board a new or 
revised plan for the establishment of districts from which 
district directors will thereafter be elected.  The 
committee shall consist of the Chairman of the Board and one 
(1) manager director, two (2) district directors, and one 
(1) regional director, all of whom shall be appointed by the
Chairman of the Board who shall designate a committee 
chairman. The appointments made by the Chairman must be 
ratified by a majority of the Board to be effective.  In the
event a new or revised plan is adopted by the Board, any 
director serving on the Board at the time of such action whose
term extends beyond the date on which the new or revised 
district plan becomes effective shall continue to serve as a 
director until the expiration of the term for which elected.

     e.    New Shareholders. The Board shall assign new 
shareholders to the district deemed most appropriate by 
the Board and such action alone shall be sufficient to enlarge 
the district so as to include the trade area served by each new 
shareholder within the district and so as to include the volume 
of business of each new shareholder in the volume of business 
transacted by the district.

SECTION 5. Nominations; Naming of Candidates for Selection as 
Nominees for Election to the Board of Directors. Each 
shareholder within a district or region from which a director 
is to be elected may submit a nominee for each relevant district 
and/or regional directorship to be filled and shall furnish a 
brief history of such candidate to the Association in advance 
of the caucus of the district and/or region.  The Association 
will promptly prepare a consolidated list of candidates 
together with the biographical data of each candidate and 
furnish same to the shareholders eligible to participate in 
the caucus. All nominations shall be submitted to the Association 
at least thirty (30) days prior to the date of the caucus called
by the Secretary.  Each nomination shall be promptly reviewed 
by the Credentials Committee appointed by the Chairman which 
Committee shall have the right to determine if each nominee 
is eligible to be a candidate under these bylaws.

SECTION 6. Qualifications of Directors. There is no limit to 
the number of terms any director may serve as long as the 
director remains an active member or manager of a shareholder 
in good standing with the Association. Upon a director 
attaining the age of seventy (70) years, he shall cease to 
be eligible to continue to serve on the Board, and, upon 
attainment of that age, the seat on the Board shall be deemed 
to be vacant and such vacancy shall be filled by the Board as 
hereinafter provided in Section 13 of this Article V.  
No person whom the Board determines to be engaged in any 
business in competition with the Association shall be eligible 
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to be elected or, if elected, to continue to serve as a 
director unless approved unanimously by the Board in a secret 
ballot; and if it is determined by the Board that a director 

is in competition with the Association, then that director's 
seat shall be deemed to be vacant and the vacancy shall be 
filled by the Board as hereinafter provided in Section 13 
of this Article V.  No director may continue to serve on the 
Association's Board if the director is a member or manager 
of a shareholder whose prior year's volume with the 
Association was less than the amount set by the Board at its 
first meeting following the most recent annual meeting of 
the shareholders, and, immediately upon the Board's 
determination that a director has become ineligible to serve 
that director's seat shall be deemed vacant and the vacancy 
shall be filled by the Board as hereinafter provided in Section 
13 of this Article V. Each regional and district director 
must be a member of a shareholder which is in good standing 
with the Association, must not be an employee of a 
shareholder, and must have served as a director of a shareholder
for more than one (1) year.  Each manager director must be 
qualified in accordance with the Managers' Association's 
Bylaws which are  subject to approval of the Board.

SECTION 7. Election of Officers.  Within thirty (30) days 
following the annual meeting of the shareholders each year 
during the post-transition period, the Board shall hold a 
meeting, at such time and place as is fixed by the Board, at 
which time the Board shall select from its membership by 
secret ballot a chairman, vice-chairman, secretary-treasurer.

SECTION 8. Annual and Regular Meetings.  The annual meeting of 
the Board shall be held immediately following the annual 
shareholders' meeting or as soon thereafter as practicable.  
Meetings of the Board may be held at any place within or 
without the State of Arkansas as the Board may, from time to 
time, determine.  In addition to the annual meeting of the 
Board to be held immediately following the annual meeting of 
the shareholders, the Board shall meet on a regular basis on 
such date and at such time and place as the Board shall determine.

SECTION 9. Special Meetings. A special meeting of the Board of 
Directors may be called by the Chairman, the President, or 
by a majority of the Board, by giving five (5) days' written 
notice to each director.

SECTION 10. Telephonic Meetings. Members of the Board, or any 
committee designated by the Board, may participate in a meeting
of such Board or committee by means of conference telephone 
or similar communications equipment by means of which all 
persons participating in the meeting can hear each other, and 
participation in a meeting pursuant to this bylaw shall 
constitute presence in person at such meeting.
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SECTION 11. Action Without a Meeting. Any action required to
be taken at a meeting of the Board, or any action which may 
be taken at a meeting of the Board, may be taken without a 
meeting if all of the directors consent to the action and 
before such action is taken all of the directors sign, and 
file with the Secretary, for inclusion in the corporate 
record book, a memorandum showing the nature of the action 
taken and the consent of all directors to the informal action 
by the directors.  The effective date of such action shall be 
the date the last director executes the consent memorandum.

SECTION 12. Resignation. A director may resign at any time 
by delivering written notice to the Board. A resignation shall
be effective when the notice is delivered unless the notice 
specifies a later effective date.

SECTION 13. Vacancies. In the event of a vacancy on the 
Post-Transition Board, the remaining directors may, by 
majority vote, fill the vacancy until the next annual meeting 
of shareholders.  Such director must meet the requirements of 
the seat being filled.

SECTION 14. Call and Notice of Meetings.  The directors shall 
be notified in writing, at least five (5) days prior thereto, 
of the time, place and purpose of all special meetings of the 
Board.  Any director shall be determined to have waived notice 
by his attendance at any meeting, unless he shall specify at 
the inception of the meeting that the minutes shall record 
the absence of notice.  Written notice of any special meeting 
may be waived in writing by all of the directors.

SECTION 15. Quorum. A majority of the Board shall constitute a 
quorum for the transaction of business at any meeting of the 
Board; and a vote of the majority of the Board present at 
such meeting shall be sufficient to pass or reject any measure 
properly placed before the meeting, except for the transaction 
of business for which different vote is specifically provided 
for by statute or by these bylaws.

SECTION 16. Vote of Directors. At all meetings of the Board,
each director shall have one (1) vote. The Chairman of the 
Board shall have a vote only if necessary to break a tie vote
of the remaining directors.

SECTION 17. Compensation. The members of the Board shall 
receive per diem compensation for their services as members 
of the Board, and reimbursement to cover expenses while 
engaged in the business of the Association.  No director shall,
during his term of office, have any contract, arrangement or 
agreement not accorded other directors on equal terms.  The 
amount of the per diem compensation shall be fixed by the 
Board.
<PAGE>

SECTION 18. Removal of Director. Any director may be removed 
from office by a  vote of a majority of the Board at any 
regular meeting or at any special meeting called for that 
purpose.  The Board shall consider the removal of a director 
if fifty percent (50%) of the shareholders bring charges against
such director by filing in writing with the Secretary of 
the Association a petition signed by an official of each 
shareholder requesting the director's removal.  The director 
against whom such charges have been brought shall be notified 
in writing of the charge at least ten (10) days prior to the 
meeting and shall have an opportunity at the meeting to 
present personal testimony and documented evidence presented 
in person or by counsel; and the shareholders bringing the 
charges shall have the same opportunity.  After hearing all 
evidence, the Board, by a majority vote of the entire Board, may
remove the director if it determines that good cause exists and 
its decision shall be final.  Any vacancy in the Board created 
by such removal from office shall be filled in a manner 
provided in Section 13 of this Article V.

SECTION 19. Statement of Condition. At each annual shareholders'
meeting, the directors shall cause the Association to submit 
audited financial statements of the Association to the 
shareholders.

SECTION 20. Executive Committee. The Chairman, by and with 
the consent and concurrence of a majority of the Board, may 
appoint an executive committee composed of not less than three 
(3) nor more than seven (7) members of the Board. The 
Executive Committee shall have such powers and shall perform 
such duties as may be delegated to it by resolution of the 
Board provided, however, such  committee shall not be 
authorized or empowered to declare dividends, fill vacancies 
on the Board, or exercise any other power which a committee 
of the Board is prohibited by law from exercising. The 
Executive Committee shall perform its duties and functions 
as directed by the Board, shall report periodically to the 
Board, and shall act by a majority of its members. The Executive
Committee may be abolished at any time by a vote of a majority 
of the Board.

SECTION 21.  Advisory Director. The Board may, in discretion, 
appoint advisory directors, who shall be required to meet 
only those prerequisites established by the Board and who may 
attend Board meetings and participate in Board discussions but 
shall not be entitled to vote on any matters coming before the 
Board.

SECTION 22. Special Committees.   The chairman, in his 
discretion, may constitute and appoint special committees, in 
addition to the Executive Committee and Credentials Committee, to
assist in the supervision, management and control of the 
affairs of the Association, with responsibilities and powers 
<PAGE>

appropriate to the nature of the several committees and as 
provided by the Board in the resolution of appointment or in 
subsequent resolutions and directives.  Each committee so 
constituted and appointed by the Chairman shall have at least 

three (3) members on the committee and shall serve at the 
pleasure of the Chairman.

SECTION 23. Presumption of Assent. A director of the 
Association who is present at a meeting of the Board at which 
action on any matter is taken shall be presumed to have 
assented to the action taken unless his dissent shall be 
entered in the minutes of the meeting or unless he shall file 
his written dissent to such action with the person acting as 
the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary 
of the Association immediately after the adjournment of the 
meeting.  Such right to dissent shall not apply to a director 
who voted in favor of such action.


ARTICLE VI
Duties and Powers of Board of Directors

SECTION 1.  Management of Business.  The Board shall have 
general supervision and control of the business and affairs of
the Association and shall make all rules and regulations, not 
inconsistent with law or with these bylaws, for the management 
of the business and guidance of the officers, employees and 
agents of the Association.  The Board shall make certain that 
the Association has an adequate accounting system, and it 
shall be the Board's duty to require proper records to be 
kept of all business transactions.

SECTION 2. Employment of President.  The Board shall have the 
power to employ a President to manage the Association and to 
fix his compensation.  The President shall have the power to 
employ or dismiss all other personnel and fix their salaries, 
shall have charge of the business of the Association under the
board, and shall not be a member of the Board.

SECTION 3. Bonds and Insurance.  The Board shall require the 
President and all other officers, agents and employees charged 
by the Association with responsibility for the custody of any 
of its funds or negotiable instruments to give adequate bonds.  
Such bonds shall be furnished by a responsible bonding company
and approved by the Board, and the cost thereof shall be paid 
by the Association.  The Board shall procure adequate 
insurance covering loss of, or damage to, the property of the 
Association and property in its possession and custody for  
which it is liable, by fire, tornado or windstorm, and also 
shall procure adequate public liability insurance.

<PAGE>

SECTION 4. Depository. The Board shall have the power to 
select one (1) or more banks to act as depositories of the 
funds of the Association and to determine the basis of 
receiving, depositing and disbursing the funds of the 
Association, the form of checks, and the person or persons by
whom same shall be signed, with the power to change such banks,
the person signing such checks, and the form thereof at will.

SECTION 5. Borrowing Money.  The Board shall have the power 
to authorize the borrowing of money by the Association in 
any amount and upon such terms and conditions as may, in its 
best judgment, seem either desirable or expedient, and for 
any purpose which, in the exercise of its judgment, the Board 
deems either necessary for desirable for the furtherance of 
any of the purposes for which the Association is organized, 
and shall also have the power to authorize the mortgaging or 
pledging, as security for such loans, some or all of the 
Association's assets and property, including its equipment, 
facilities, commodities, and stock in trade, and bonds, 
warehouse receipts, and other security instruments which may,
from time to time, be owned by the Association or be held 
for its account.

SECTION 6. Investments.   The Board shall have the right and 
power to invest any funds of the Association not needed in the 
operation of the business, including reserve funds, in such 
investments as it may deem advisable. 

SECTION 7. General Powers of Board of Directors. The Board shall 
have the power and authority consistent with law, the Articles 
of Incorporation, and these Bylaws to pro-vide for the 
carrying out of the contracts and agreements of the Association 
and to authorize officers thereof to enter into contracts and 
agreements on behalf of the Association and to authorize any 
and all acts that are deemed conducive to furthering the 
purposes for which the Association was formed.


ARTICLE VII
Officers

SECTION 1.  Officers and Qualifications.  In addition to the 
officers who serve on the Board and who are referred to in 
Section 7 of Article V, the officers of the Association shall 
include a president and such other officers as the Board 
shall deem necessary.  Neither the president nor any other 
officer may be a director of the Association.

SECTION 2.  Duties of Chairman of the Board. The Chairman 
of the Board shall preside over all meetings of the 
shareholders and of the Board, call special meetings of the 
Board, perform all acts and duties usually performed by a 
presiding officer, serve as ex-officio member of all committees 
<PAGE>

of the Association, sign all stock certificates and such 

other documents and papers as he may be authorized to sign 
by the Board; provided, however, the Board may authorize any 
person to sign any or all checks, contracts, and other 
instruments in writing on behalf of the Association. The 
Chairman of the Board shall perform such other duties as may 
be prescribed by the Board and vote as a member of the Board 
in case of a tie vote.

SECTION 3. Duties of Vice-Chairman. In the absence of the 
Chairman, the Vice-Chairman shall perform the duties of the 
Chairman; provided, however, in case of death, resignation, 
disqualification or disability of the Chairman, the Board may 
declare the office of Chairman vacant and elect a successor to 
serve for the unexpired term.

SECTION 4. Duties of President. The President shall be the 
chief executive officer of the Association and shall perform 
all of the duties prescribed by the Board for the chief executive 
officer and at the request of the Chairman of the Board may 
preside over the meetings of the Board or of the shareholders.  
The President shall sign all documents and papers as he may be 
authorized to sign by the Board, provided, further, that the 
Board may authorize any person to sign any or all checks, 
contracts or other instruments in writing on behalf of the 
Association.  The President shall perform such duties as may 
be prescribed by the Board, but shall not have a vote on the 
Board.

SECTION 5. Duties of Secretary-Treasurer. The Secretary shall
keep a complete record of all meetings of the shareholders and
of the Board.  He shall sign all stock certificates and such 
other papers pertaining to the Association as he may be 
authorized or directed to do by the Board.  He shall serve 
all notices required by law and by these bylaws and shall make 
a full report of all matters and business pertaining to his 
office to the shareholders at the annual meeting.  He shall 
perform such other duties as may be required of him by the 
shareholders or the Board.  He shall have general charge and 
supervision of the books and records of the Association.  
And shall perform such duties with respect to the finances 
of the Association as may be prescribed by the Board.  He 
shall provide for the keeping of proper stock and patron 
records, showing the name of each shareholder and patron of 
the Association, the number of the stock certificates, and 
date of issuance, surrender, cancellation or forfeiture 
thereof.  He shall keep the corporate seal and affix said 
seal to all papers requiring seal, and shall perform such 
other duties and functions as may be prescribed by the Board.  
He shall also: (a) have charge and custody of and be 
responsible for all funds and securities of the Association; 
(b) receive and give receipts for monies due and payable to 
the Association from any source whatsoever, and deposit all 
<PAGE>

such monies in the name of the Association in such banks, 
trust companies, or other depositories as shall be selected 
by the Board; and (c) in general perform all of the duties 
incident to the office of Treasurer  and such other duties 
as from time to time may be assigned to him by the President 
or by the Board.  If required by the Board, the Treasurer 
shall give a bond for the faithful discharge of his duties 
in such sum and with such surety or sureties as the Board 
shall determine.

SECTION 6. Duties of Other Officers. Any other officers 
elected to offices created by the Board shall perform such 
duties with respect to such office as may be prescribed by 
the President.

SECTION 7. Action with Respect to Securities of Other 
Corporations.  Unless  otherwise directed by the Board, the 
President shall have the power to vote and otherwise act on 
behalf of the Association, in person or by proxy, at any 
meeting of shareholders or with respect to any action of 
shareholders of any other corporation in which this Association 
may hold securities and otherwise to exercise any and all 
rights and powers which this Association may possess by reason 
of its ownership of securities in such other Association.


ARTICLE VIII
Audits and Determination of Savings

SECTION 1. Audits. As soon as practicable after the close of 
each fiscal year, the Board shall have a complete audit of 
the books and accounts of the Association performed by an 
independent certified public accountant whose audit report 
shall be made available for inspection by the shareholders.

SECTION 2. Distribution of Savings.  The net savings, which 
shall be determined by the Association's independent certified 
public accountant applying generally accepted accounting 
principles, shall be distributed in the following manner:

     a.     Dividends on the Association's preferred stock 
approved by the Board shall be paid in full.

     b.     The undivided savings remaining after the provision 
for payment of dividends on preferred stock shall be set apart 
into three categories:

            1.  savings produced on members' business.
            2.  savings produced on nonmembers' business, and
            3.  savings resulting from nonpatronage income.

     c.     The savings on nonmember business and on 
nonpatronage income shall be retained by the Association 
and used as the Board shall determine.
<PAGE>

     d.     All savings related to member business shall be 
allocated  to the shareholders except to the extent the Board 
shall determine that a portion of the savings should be retained 
to establish and maintain reasonable reserves.  The savings 
which are allocated to shareholders shall be allocated on a 
patronage basis determined by the Board.

     e.     At the option of the Board, patronage dividends may 
be paid in cash or by the issuance of shares of preferred stock, 
certificates of indebtedness, certificates of equity, written 
notices of allocation or by any combination thereof 
("Equity Certificates").

     f.     At the Board's discretion, any patronage dividend 
shall be treated as a "qualified written notice of allocation" 
as defined by Section 1388(c) of the Internal Revenue Code or 
as a "nonqualified written notice of allocation" as defined by 
Section 1388(d) of the Internal Revenue Code of 1986.

     g.     To the extent required by the Internal Revenue 
Code of 1986, as amended (the "Internal Revenue Code"), the 
Association shall pay its patronage dividends on qualified 
written notices of allocation in cash.  The remainder of the 
patronage dividends (the "Excess Distribution") shall be paid 
in cash and/or Equity Certificates as determined by the Board.

     h.     Each shareholder shall include the full amount of 
any qualified written notices of allocation in income in 
accordance with Section 1385(a) of the Internal Revenue Code 
of 1986 and shall report as income distributions of cash with 
respect to nonqualified written notices of allocation in 
accordance with Section 1385(c) of the Internal Revenue 
Code of 1986.

     i.     The Board shall have the right to declare that 
only a shareholder whose Ownership Percentage is greater than 
his Volume Percentage shall receive its Excess Distribution 
payable in cash.  In the case of a shareholder  whose Volume 
Percentage is greater than its Ownership Percentage, the Board, 
at its discretion may issue Equity Certificates to the 
shareholder which shall not be redeemed until the shareholder's 
Ownership Percentage exceeds its Volume Percentage.  For 
purposes of this subparagraph (g), "Ownership Percentage" 
shall refer to the percentage obtained by dividing each 
shareholder's total capital investment in the Association, 
including the par value of stock of all classes and all Equity 
Certificates attributable to the shareholder by the total 
capital investment in the Association of all shareholders and 
"Volume Percentage" shall refer to the percentage obtained by 
dividing the shareholder's total volume of business with the 
Association during its five (5) most recent fiscal years by 
the total volume of business done by all shareholders with 
the Association during its five (5) most recent fiscal years.

<PAGE>

     j.     In the event of a loss in one (1) or more 
departments or operating divisions of the Association, but not 
of such magnitude as to cause an overall loss for the fiscal 
year of the Association, such loss or losses may be prorated 
against each of the remaining profitable departments or 
divisions on the basis of their respective percentage of the 
total net margin during such fiscal year.  In the event the 
Association as a whole shall incur a net loss in any fiscal 
year, such net loss, at the Board's discretion, may be charged 
against any unallocated earned surplus, paid-in surplus, or 
reserve other than a valuation reserve or may be recovered 
from prior or subsequent years' net margins or savings.  In 
no event shall the Board have the authority to make any 
assessment against the shareholders.  This section shall not 
be construed or administered in such a way as to deprive the 
Association of the right to carry back or carry forward net 
operating losses to past or future years  in accordance with 
the applicable provision of the Internal Revenue Code or state 
taxing statutes.

SECTION 3. Retirement of Capital Accounts and Equities. Upon 
the determination by the Board that adequate reserves are on 
hand, the Board may retire and pay off the interest of 
patrons in any type capital account and/or equity certificate. 
In retiring and paying the interest of patrons in any capital 
account and/or equity certificate, such payments and retirements 
shall be made in the order in which the interest was created,
on a revolving fund plan, unless the  Board shall determine 
that another approach is more appropriate.

SECTION 4. Right of Offset.  Upon order of the Board any 
patronage refunds or Equity Certificates payable to shareholder 
or former shareholder ("patron") may be applied to the payment 
or partial payment of any indebtedness owing to the Association 
by a patron, and, to the extent of such indebtedness, the 
Association shall have a prior lien upon the interests of a 
patron in the Association.  The term "indebtedness" as used 
herein shall include the patron's account receivable and note 
receivable owed to the Association plus any reasonable charge 
for loss of use of money and a reasonable collection fee 
provided the right of offset is exercised at any time or 
times on or before, or within one hundred eighty (180) days 
following the retirement or redemption date of the patron's 
Equity Certificates.  The Board shall have the right to 
formulate policies and rules for implementation of this 
Section 4 of Article VIII.

SECTION 5. Binding Effect.  The shareholders of the 
Association, by dealing with the Association, acknowledge 
that all the terms, conditions, provisions, and limitations 
upon the distribution of net savings of the Association, as 
in these bylaws provided, shall be and constitute a contract 
by and between the Association and each shareholder, and shall 
<PAGE>

be as fully binding upon each shareholder and the Association 
as though separate instruments, containing the said terms 
and provisions, had been executed by and between the 
Association and each shareholder.


ARTICLE IX
Distribution of Assets on Liquidation

In the even of the dissolution or liquidation of the 
Association, any assets remaining after the payment of all 
debts shall be distributed in the following order and manner:

     a.     All outstanding preferred stock of all classes 
and accumulated dividends thereon shall be retired in full, 
if sufficient assets are available, or, if not, in accordance 
with the order of priority set forth in the Articles of 
Incorporation;

     b.     All outstanding common stock shall be retired in 
full;

     c.     All Equity Certificates shall be retired on an 
equitable basis as determined by the Board; and

     d.     The remaining assets shall be distributed to the 
common shareholders on an equitable basis as determined by 
the Board.

ARTICLE X
Indemnification

SECTION 1. Right of Indemnity. Whenever any present or former 
director or officer of the Association who, by reason of the 
fact that he is or was serving at the request of the 
Association in such capacity, is made a party to any suit, 
action or preceding, whether civil, criminal, administrative 
or investigative, including any action by or in the right of 
the Association, he shall be indemnified against all claims, 
judgments, liabilities and reasonable expenses, including 
attorney's fees, incurred by him in connection with such 
action, suit or  proceeding if he acted in good faith and in 
a manner he reasonably believed to be in or not opposed to the 
best interest of the Association and in the case of any 
criminal proceeding, he had no reasonable cause to believe his 
conduct was unlawful.  Provided, however, no indemnification 
shall be made in respect to any claims, judgment, amount paid 
in settlement, issue, fine, matter or attorneys' fees for a 
criminal proceeding, or as to such person guilty of a violation 
of a criminal law, or as to which such person shall have been 
adjudged to be liable for negligence or misconduct in performance 
of his duty to the Association unless, and only to the extent 
that, the court in which such action or suit was brought shall 
determine upon application that, despite the adjudication of 
<PAGE>

liability but in review of all circumstances of the case, such 
person is fairly and reasonably entitled to indemnity for such 
expenses which the court shall deem proper.  The right of 
indemnity provided for in this Article shall inure to the 
benefit of the estate, executor, administrator, heirs, legatees
or devisees of any person entitled to such indemnification.

SECTION 2. Reimbursement of Expenses and Advances. The 
Association shall pay for reimburse reasonable expenses 
incurred by a director or officer who is a party to a 
proceeding in advance of final disposition of a 
proceeding if:

     a.     The director or officer furnishes the Association 
a written statement of his good faith belief that he has acted 
in good faith and in a manner he reasonably believed to be in 
or not opposed to the best interests of the Association and, 
in the case of any criminal proceeding, he had no reasonable 
cause to believe his conduct was unlawful;

     b.     The director or officer furnishes the Association 
a written undertaking executed personally or on his behalf to 
repay the advance if it is ultimately determined that he did 
not meet the standard of conduct referred to in preceding 
subparagraph (a); and

     c.     A determination is made by the Board that the facts 
then known to it would not preclude indemnification under 
this Article X.

SECTION 3. Authorization for Indemnification. The Association 
shall not indemnify a director or officer unless authorized 
in the specific case after a determination, as described 
below, has been made that indemnification of the person is 
permissible under the circumstances because he has met the 
standard of conduct set forth in subparagraph (a) of preceding 
Section 2.  The determination shall be made as follows:

     a.     By a majority of the Board who are not at the time 
parties to the proceeding, provided that at least one-half 
(1/2) of the total directors are not parties;

     b.     If a majority of the Board are parties to the 
proceeding, by the majority vote of a committee duly designated 
by the Board (in which designation directors who are parties 
may participate), consisting solely of three (3) or more 
directors not at the time parties to the proceeding; or

     c.     If there are not at least three (3) directors 
who are not parties to the proceeding, by special legal 
counsel, which may be the Association's regular outside counsel, 
who shall be selected by a majority of the Board in which 
selection directors who are parties may participate.
<PAGE>

SECTION 4.  Additional Indemnity. In addition to the indemnity 
provided in Sections 1 through 3 of this Article X, the Board 
shall, at its discretion, have power to make any further 
indemnity, including any advance or expenses to, and to enter 
contracts of indemnity with any director or officer that is 
authorized by applicable statute.

SECTION 5. Right of Association to Insure. Not withstanding 
the provisions of this Article, the Association may purchase 
and maintain insurance on behalf of any person who is or was 
a director or officer of the Association, against any 
liability asserted against him and incurred by him in any such 
capacity, or arising out of his status, as such, whether or not 
the Association would have the power to indemnify him against 
such liability under the provisions of this Article.


ARTICLE XI
Fiscal Year

The fiscal year of this Association shall begin on the first 
day of November of each year and expire on the 31st day of 
October of the following year unless otherwise changed 
by the Board.


ARTICLE XII
Notice

SECTION 1. Notices.  Whenever notice is required to be given 
to any shareholder, director or officer such requirement shall 
not be construed to mean personal notice.  Such notice may, 
in every instance, be effectively given by depositing a writing 
in a post office or letter box, or private carrier box, in a 
postpaid, sealed wrapper or by dispatching a prepaid telegram, 
addressed to such director or officer at the address appearing 
on the books of the Association.  The time when such notice is 
dispatched shall be the time of the giving of the notice.

SECTION 2. Waivers.  A written waiver of any notice, signed 
by a shareholder, director or officer, whether before or after 
the time of the event of which notice is to be given, shall 
be deemed equivalent to the notice required to be given to 
such shareholder, director or officer.  Neither the business 
nor the purpose of any meeting need be specified in such a 
waiver.


<PAGE>
ARTICLE XIII
Amendments

These bylaws may be amended by a vote of a majority of the 
shareholders who are in attendance or are represented by proxy 
at any annual or special meeting of the shareholders at which 
a quorum is present.  The proposed amendment or amendments 
shall be included in the notice of the shareholders' meeting.


ARTICLE XIV
Effective Date

The effective date of these revised bylaws in November 11, 1997.