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                                  EXHIBIT 3.2
                                  -----------

               IN A MEETING OF STOCKHOLDERS ON DECEMBER 12, 1997
                              APPROVED BY-LAWS OF
                       SANTA MARIA RESOURCES, INC., INC.
                            (A NEVADA CORPORATION)

                                   ARTICLE I
                          MEETING OF THE STOCKHOLDERS

SECTION 1.

     The annual meeting of the stockholders of the company shall be held at its
principal headquarters on the last day of January in each year, if not a legal
holiday, then on the next succeeding day not a legal holiday, or at a location
and time as designated by the Board of Directors evidenced by their notice of
meeting, for the purpose of electing directors of the company to serve during
the ensuing year and for the transaction of such other business as may be
brought before the meeting.

     At least five days written notice specifying the time and place, when and
where, the annual meeting shall be convened, shall be mailed in a United States
Post Office addressed to each of the stockholders of record at the time of
issuing the notice at his or her, or its, address last known, as the same
appears on the books of the company.

     Nevertheless, a failure to give such notice, or any irregularity in such
notice shall not affect the validity of annual meetings or any of the
proceedings had at such meeting, and in such event these By-laws shall be, and
shall be deemed to be, sufficient notice of such meeting without requirement of
further notice.

SECTION 2.

     Special meetings of the stockholders may be held at the office of the
company in the State of Nevada, or elsewhere, whenever called by the President,
or by the Board of Directors, or by vote, or by an instrument in writing signed
by the holders of 51% of the issued and outstanding capital stock of the
company. At least ten days written notice of such meeting, specifying the day
and hour and place, when and where such meeting shall be convened, and the
objects for calling the same, shall be mailed in the United States Post Office,
addressed to each of the stockholders of record at the time of issuing the
notice, at his or her or its address last known, as the same appears on the
books of the company. If stockholders representing 51% of the issued and
outstanding common voting stock of the company shall waive notice of special
meeting, no notice of such meeting shall be required, and whenever the
stockholders shall meet in person or by proxy, such meeting shall be valid for
all purposes without call or notice and at such meeting any corporate action may
be taken.

     The written certificate of the officer or officers calling any special
meeting setting forth the substance of the notice, and the time and place of the
mailing of the same to the several stockholders, and the respective addresses to
which the same were mailed, shall be prima facie evidence of the manner and fact
of the calling and giving such notice.

     If the address of any stockholder does not appear upon the books of the
company it will be sufficient to address any notice to such stockholder at Las
Vegas, Nevada.

SECTION 3.

     All business lawful to be transacted by the stockholders of the company may
be transacted at any special meeting or at any adjournment thereof. Only such
business, however, shall be acted upon at special meeting of the stockholders as
shall have been referred to in the notice calling such meetings, but at any
stockholders' meeting at which a simple majority of all the outstanding capital
stock of the company is represented, either in person or by proxy, any lawful
business may be transacted, and such meeting shall be valid for all purposes.

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SECTION 4.

     At all stockholders' meetings the holders of Fifty-one percent (51%) in the
amount of the entire issued and outstanding capital stock of the company, shall
constitute a quorum for all the purposes of such meetings.

     If the holders of the amount of stock necessary to constitute a quorum
shall fail to attend, in person or by proxy, at the time and place fixed by
these By-laws for any annual meeting, or fixed by a notice as above provided for
a special meeting, a majority in interest of the stockholders present in person
or by proxy may adjourn from time to time without notice other than by
announcement at the meeting, until holders of the amount of stock requisite to
constitute a quorum shall attend. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted as originally called.

SECTION 5.

     At each meeting of the stockholders every stockholder shall be entitled to
vote in person or by his duly authorized proxy appointed by instrument in
writing subscribed by such stockholder or by his duly authorized attorney. Each
stockholder shall have one vote for each share of stock standing registered in
his or her or its name on the books of the corporation, ten days preceding the
day of such meeting. The votes for directors, and upon demand by any
stockholder, the votes upon any question before meeting, shall be by viva voce.

     At each meeting of the stockholders, a full, true and complete list, in
alphabetical order, of all the stockholders entitled to vote at such meeting,
and indicating the number of shares held by each, certified by the Secretary of
the company, shall be furnished, which list shall be prepared at least ten days
before such meeting, and shall be open to the inspection of the stockholders, or
their agents or proxies, at the place where such meeting is to be held, and for
ten days prior thereto. Only the persons in whose names shares of stock are
registered on the books of the company for ten days preceding the date of such
meeting, as evidenced by the list of stockholders so furnished, shall be
entitled to vote at such meeting. Proxies and powers of attorney to vote must be
filed with the Secretary of the company before an election or a meeting of the
stockholders, or they cannot be used at such election or meeting.

SECTION 6.

     At each meeting of the stockholders the polls shall be opened and closed;
the proxies and ballots issued, received, and be taken charge of, for the
purpose of the meeting, and all questions touching the qualifications of voters
and the validity of proxies, and the acceptance or rejection of votes, shall be
decided by two inspectors. Such inspectors shall be appointed at the meeting by
the presiding officer of the meeting.

SECTION 7.

     At the stockholders' meetings, the regular order of business shall be as
follows:

1. Reading and approval of the Minutes of previous meeting or meetings;
2. Reports of the Board of Directors, the President; Treasurer and Secretary of
     the company in the order named;
3. Reports of Committee;
4. Election of Directors;
5. Unfinished business;
6. New business;
7. Adjournment.

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                                  ARTICLE II
                         DIRECTORS AND THEIR MEETINGS

SECTION 1.

     The Board of Directors of the company shall consist of 1 to 15 persons who
shall be chosen by the stockholders annually, at the annual meeting of the
company and who shall hold office for one year, and until their successors are
elected and qualify.

SECTION 2.

     When any vacancy occurs among the Directors by death, resignation,
disqualification, or other cause, the stockholders, at any regular or special
meeting, or at any adjourned meeting thereof, or the remaining Directors, by the
affirmative vote of a majority thereof, shall elect a successor to hold office
for the unexpired portion of the term of the Director whose place shall have
become vacant and until his successor shall have been elected and shall qualify.

SECTION 3.

     Meeting of the Directors may be held at the principal office of the company
in the State of Nevada, or elsewhere, at such place or places as the Board of
Directors may, from time to time, determine.

SECTION 4.

     Without notice or call, the Board of Directors shall hold its first annual
meeting for the year immediately after the annual meeting of the stockholders or
immediately after the election of Directors at such annual meeting. Regular
meetings of the Board of Directors shall be bold in its principal headquarters
the last day of January in each year, if not a legal holiday, and if a legal
holiday, then on the next succeeding day not a legal holiday, or at a location
and time as designated by the Board of Directors. Notice of such regular
meetings shall be mailed to each Director by the Secretary at least five days
previous to the day fixed for such meetings, but no regular meeting shall be
held void or invalid if such notice is not given, provided the meeting is held
at the time and place fixed by these By-laws for holding such regular meetings.
Special meetings of the Board of Directors may be held on the call of the
President or Secretary on at least five days notice by mail to Directors. Any
meeting of the Board, no matter where held, at which all of the members shall be
present, even though without or of which notice shall have been waived by all
absentees, provided a quorum shall be present, shall be valid for all purposes
unless otherwise indicated in the notice calling the meeting or in the waiver of
notice. Any and all business may be transacted by any meeting of the Board of
Directors, either regular or special.

SECTION 5.

     A majority of the Board of Directors in office shall constitute a quorum
for the transaction of business, but if at any meeting of the Board there be
less that a quorum present, a majority of those present may adjourn form time to
time, until a quorum shall be present, and no notice of such adjournment shall
be required. The Board of Directors may prescribe rules not in conflict with
these By-laws for the conduct of its business; provided, however, that in the
fixing of salaries of the officers of the corporation, the unanimous action of
all of the Directors shall be required.

SECTION 6.

     A Director need not be a stockholder of the corporation.

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SECTION 7.

     The Directors shall be allowed and paid all necessary expenses incurred in
attending any meeting of the Board, but shall not receive any compensation for
their services as Directors until such time as the company is able to declare
and pity dividends on its capital stock.

SECTION 8.

     The Board of Directors shall make a report to the stockholders at annual
meetings of the stockholders of the condition of the company, and shall, upon
request furnish each of the stockholders with a true copy thereof. The Board of
Directors in its discretion may submit any contract or act for approval or
ratification at any annual meeting of the stockholders called for the purpose of
considering any such contract or act, which, if approved, or ratified by the
vote of the holders of a majority of the capital stock of the company
represented in person or by proxy at such and binding upon the corporation and
upon all the stockholders thereof, as if it had been approved or ratified by
every stockholder of the corporation.

SECTION 9.

     The Board of Directors may, by resolution passed by a majority of the whole
Board, designate an Executive Committee. This Committee shall consist of two or
more members besides the Chairman of the company, who by virtue of his office,
shall be a member and the chairman thereof. The Committee shall in the interim
between the meetings of the Board, exercise all powers of that body in
accordance with the general policy of the corporation and under the direction of
the Board of Directors. It shall also attend to and supervise all the financial
operations of the company, and shall examine and audit all the accounts of the
company at the close of each fiscal year, and at such other times as it may deem
necessary. The Secretary of the company shall be the Secretary of the Committee
and shall attend its meetings, and its meetings shall be held on the call of the
President, All members of the Committee must be given at least two days notice
of meetings either by mail or telegraph or by personal communication, either
over the telephone or otherwise. A majority of the members of the Committee
shall constitute a quorum. The Committee shall keep duo records of all meetings
and actions of the Committee, and such records shall at all times be open to the
inspection of the Director.

SECTION 10.

     The Board of Directors is invested with the complete and unrestrained
authority in the management of all the affairs of the company, and is authorized
to exercise for such purpose as the General Agent of the company, its entire
company authority.

SECTION 11.

     The regular order of business at meetings of the Board of Directors shall
be as follows:

1. Reading and approval of the minutes of any previous meeting or meetings;
2. Reports of officers and committeemen;
3. Election of officers;
4. Unfinished business;
5. New business;
6. Adjournment.

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                                  ARTICLE III
                           OFFICERS AND THEIR DUTIES

SECTION 1.

     The Board of Directors, at its first meeting after the annual meeting of
stockholders, shall elect a President, a Vice President a Secretary and a
Treasurer, to hold office for one year next coming, and until their successors
are elected and qualify. The President and Vice President shall be members of
the Board of Directors. The Treasurer and Secretary need not be Directors; the
offices of the Secretary and Treasurer may be held by one person. Any vacancy in
any said offices may be filled by the Board of Directors.

     The Board of Directors may from time to time, by resolution, appoint such
additional Vice Presidents and additional Assistant Secretaries, Assistant
Treasurer and Transfer Agents of the company as it may deem advisable; prescribe
their duties, and fix their compensation, and all such appointed officers shall
be subject to removal at any time by the Board of Directors. All officers,
agents and factors of the company shall be chosen and appointed in such manner
and shall hold their office for such terms as the Board of Directors may be
resolution prescribe.

SECTION 2.

     The Chairman shall be the executive officer of the company and shall have
the supervision and, subject to the control of the Board of Directors, the
direction of the company's affairs with full power to execute all resolutions
and orders of the Board of Directors not especially entrusted to some other
officer of the company. He shall be a member of the Executive Committee, and the
Chairman thereof; he shall preside at all meetings of the Board of Directors,
and at all meetings of the stockholders, and shall sign the Certificate of Stock
issued by the company, and shall perform such other duties as shall be
prescribed by the Board of Directors.

SECTION 3.

     The Vice President shall be vested with all the powers and perform all the
duties of the President in his absence or inability to act, including the
signing of the Certificates of Stock issued by the company, and he shall so
perform such other duties as shall be prescribed by the Board of Directors.

SECTION 4.

     The Treasurer shall have the custody of all the funds and securities of the
company. When necessary or proper he shall endorse on behalf of the company for
collection checks, notes, and other obligations; he shall deposit all moneys to
the credit of the company in such bank or banks or other depository as the Board
of Directors may designate; he shall sign all receipts and vouchers for payments
made by the company, except as herein otherwise provided; he shall jointly with
such other officer as shall be designated by these By-laws, sign all checks made
by the company, and shall pay out and dispose of the same under the direction of
the Board of Directors. He shall sign with the President all bills or exchange
and promissory notes of the company; he shall also have the care and custody of
the stocks, bonds, certificates, vouchers, evidences of debts, securities, and
such other property belonging to the company as the Board of Directors shall
designate; he shall sign all papers required by-law or by those By-laws or the
Board of Directors to be signed by the Treasurer. Whenever required by the Board
of Directors, he shall render a statement of his cash account; he shall enter
regularly in the books of the company to be kept by him for the purpose, full
and accurate accounts of all moneys received and paid by him on account of the
company. He shall at all reasonable times exhibit the books of account to any
Directors of the company during business hours, and he shall perform all acts
incident to the position of Treasurer subject to the control of the Board of
Directors.

     The Treasurer shall, if required by the Board of Directors, give bond to
the company conditioned for the faithful performance of all his duties as
Treasurer in such sum, and with such security as shall be approved by the Board
of Directors, the expense of such bond to be borne by the company.

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SECTION 5.

     The Board of Directors may appoint an Assistant Treasurer who shall have
such powers and perform such duties as may be prescribed for him by the
Treasurer of the company or by the Board of Directors, and the Board of
Directors shall require the Assistant Treasurer to give bond to the company in
such sum and with such security as it shall approve, and conditioned for the
faithful performance of his duties as Assistant Treasurer, the expense of such
bond to be borne by the company.

SECTION 6.

     The Secretary shall keep the Minutes of the Board of Directors and the
Minutes of all meetings of the stockholders and of the Executive Committee in
books provided for that purpose. He shall attend the giving and serving of all
notices of the company; he may sign with the President or a Vice President, in
the name of the company, all contracts authorized by the Board of Directors or
Executive Committee; he shall affix the corporate seal of the company thereto
when so authorized by the Board of Directors or Executive Committee; he shall
have the custody of the corporate of the company; he shall affix the corporate
seal to all certificates of stock duty issued by the company; he shall have
charge of the stock Certificate Books, Transfer Books and Stock Ledgers, and
such other books and papers as the Board of Directors or the Executive Committee
may direct, all of which shall at all reasonable times be open to the
examination of any Director upon application at the office of the company during
business hours, and shall, in general, perform all the duties incident to the
office of Secretary.

SECTION 7.

     The Board of Directors may appoint an Assistant Secretary who shall have
such powers and perform such duties as may be prescribed for him by the
Secretary of the company or by the Board of Directors.

SECTION 8.

     Unless otherwise ordered by the Board of Directors, the President shall
have full power and authority in behalf of the company to attend and to act and
to vote at any meetings of the stockholders of any corporation in which the
company may hold stock, and at any such meetings, shall possess and may exercise
any and all rights and powers incident to the ownership of such stock, and which
as the new owner thereof, the company might have possessed and exercised if
present. The Board of Directors, by resolution, from time to time, may confer
like powers on any person or persons in place of the President to represent the
company for the purposes in this section mentioned.


                                  ARTICLE IV
                                 CAPITAL STOCK

SECTION 1.

     The capital stock of the company shall be issued in such manner and at such
times and upon such conditions as shall be prescribed by the Board of Directors.

SECTION 2.

     Ownership of stock in the company shall be evidenced by certificates of
stock in such forms as shall be prescribed by the Board of Directors, and shall
be under the seal of the company and signed by the President or the Chairman and
also by the Secretary or by an Assistant Secretary.

     All certificates shall be consecutively numbered; the name of the person
owing the shares represented thereby with the number of such shares and the date
of issue shall be entered on the company's books. No certificates shall be valid
unless it is signed by the President or Chairman and by the Secretary or
Assistant

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Secretary. All certificates surrendered to the company shall be canceled and no
new certificate shall be issued until the former certificate for the same number
of shares shall have been surrendered or canceled.

SECTION 3.

     No transfer of stock shall be valid as against the company except on
surrender and cancellation of the certificate thereof, accompanied by and
assignment or transfer by the owner therefor, made either in person or under
assignment, a now certificate shall be issued therefor. Whenever any transfer
shall be expressed as made for collateral security and not absolutely, the same
shall be so expressed in the entry of said transfer on the books of the company.

SECTION 4.

     The Board of Directors shall have power and authority to make all such
rules and regulations not inconsistent herewith as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
the capital stock of the company. The Board of Directors may appoint a transfer
agent and a registrar of transfers and may require all stock certificates to
bear the signature of such transfer agent and such registrar of transfer.

SECTION 5.

     The Stock Transfer Books shall be closed for all meetings of the
stockholders for the period of ten days prior to such meetings and shall be
closed for the payment of dividends during such periods as from time to time may
be fixed by the Board of Directors, and during such periods no stock shall be
transferable.

SECTION 6.

     Any person or persons applying for a certificate of stock in lieu of one
alleged to have been lost or destroyed, shall make affidavit or affirmation of
the fact and shall deposit with the company an affidavit. Whereupon, at the end
of six months after the deposits of said affidavit and upon such person or
persons giving Bond of Indemnity to the company with surety to be approved by
the Board of Directors in double the current value of the stock against any
damage, loss or in convenience to the company which may or can arise in
consequence or a new or duplicate certificate being issued in lieu of the one
lost or missing, the Board of Directors may cause to be issued to such persons
or person a new certificate, or a duplicate of the certificate so lost or
destroyed. The Board of Directors may, in its discretion, refuse to issue such
now or duplicate certificate save upon the order of some court having
jurisdiction in such matter, anything herein to the contrary notwithstanding.


                                   ARTICLE V
                               OFFICES AND BOOKS

SECTION 1.

     The principal office of the corporation in Nevada shall be at Agent of
Records address, Nevada, and the company may have a principal office in any
other state or territory as the Board of Directors may designate.

SECTION 2.

     The Stock and Transfer Books of the company shall be kept at its transfer
agent's office, for the inspection of all who are authorized or have the right
to see the same, and for the transfer of stock. All other books of the company
shall be kept at such places as may be prescribed by the Board of Directors.

     A copy of the By-laws, duplicate Stock Ledger, and Articles of
Incorporation of the company shall be kept at its principal headquarters in the
State of Nevada, and shall be subject to the Inspection of any of the
stockholders at its annual shareholders meeting if requested.

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                                  ARTICLE VI
                                 MISCELLANEOUS

SECTION 1.

     The Board of Directors shall have power to reserve over and above the
capital stock paid in, such an amount in its discretion as it may deem advisable
to fix as a reserve fund, and may, from time to time, declare dividends from the
accumulated profits of the company in excess of the amounts so reserved, and pay
the same to the stockholders of the company, and may also, if it deems the same
advisable, declare stock dividends of the unissued capital stock of the company.

SECTION 2.

     No agreement, contract or obligation (other than checks in payment of
indebtedness incurred by authority of the Board of Directors) involving the
payment of moneys or the credit of the company for more than Ten Thousand
Dollars, shall be made without the authority of the Board of Directors, or the
Executive Committee acting as such.

SECTION 3.

     Unless otherwise ordered by the Board of Directors, all agreements and
contracts shall be signed by the President and the Secretary in the name and an
behalf of the company, and shall have the corporate seal thereto attached.

SECTION 4.

     All moneys of the corporation shall be deposited when and as received by
the Treasurer in such bank or banks or other depository as may from time to time
be designated by the Board of Directors, and such deposits shall be made on the
name of the company.

SECTION 5.

     No note, draft, acceptance, endorsement or other evidence of indebtedness
shall be valid or against the company unless the same shall be signed by the
President or a Vice-President, and attested by the Secretary or an Assistant
Secretary, or signed by the Treasurer or an Assistant Treasurer, and
counter-signed by the president, Vice-President, or Secretary except that the
Treasurer or an Assistant Treasurer may, without countersignature, sign payroll
checks and make endorsements for deposit to the credit of the company in all its
duly authorized depositories.

SECTION 6.

     No loan or advance of money shall be made by the company to any stockholder
or officer therein, unless the Board of Directors shall otherwise authorize.

SECTION 7.

     No director nor executive officer of the company shall be entitled to any
salary or compensation for any services performed for the company, unless such
salary or compensation shall be fixed by resolution of the Board of Directors,
adopted by the unanimous vote of all the Directors voting in favor thereof.

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SECTION 8.

     The Directors shall have power to authorize and cause to be executed,
mortgages and liens without limit as to amount upon property and franchise of
this corporation, and pursuant to the affirmative vote, either in person or by
proxy, of the holders of a majority of the capital stock issued and outstanding;
the Directors shall not have authority to dispose in any manner of the whole
property of this corporation except under the conditions expressly set forth in
Article 11, Section 10 of these By-Laws.

SECTION 9.

     The company shall have a corporate seal, the design thereof being as
follows:


     SEAL AFFIXED




                                  ARTICLE VII
                             AMENDMENT OF BY-LAWS

SECTION 1.

     Amendments and changes of these By-laws may be proposed at any regular or
special meeting of the Board of Directors by a vote of not less than all of the
entire Board, and shall become effective by a vote of, or a consent in dating
signed by, the holders of not less than 51% of the issued and outstanding
capital stock.

     KNOW ALL MEN BY THESE PRESENT: That we, the undersigned, being the Officers
and Directors representing the shareholders of SANTA MARIA RESOURCES, INC.,
INC., a Nevada corporation, do hereby consent the foregoing By-laws and adopt
the same as and for the By-laws of said corporation.

IN WITNESS WHEREOF, we have hereunto set our hands this 12th day of December,
1997.



___________________________________
Robert Sturges, President

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