HONDO OIL & GAS COMPANY

                                          BYLAWS


                                        ARTICLE I
                                         Offices

                   Section 1.  Principal Office.  The principal office of the
       Corporation shall be located in the City of Wilmington, County of New
       Castle, State of Delaware, and the name of the resident agent in charge
       thereof shall be The Corporation Trust Company.

                   Section 2.  Other Offices.  The Corporation may also have
       offices at such other places, within or without the State of Delaware,
       as the Board of Directors may from time to time appoint or the business
       of the Corporation may require.

                                        ARTICLE II
                                           Seal

                   The corporate seal shall be circular in form and shall
       contain the name of the Corporation, the year of its organization and
       the words "Corporate Seal, Delaware".

                                       ARTICLE III
                                 Meeting of Stockholders

                   Section 1.  Place of Meeting.  Meetings of the stockholders
       for the selection of directors shall be held at such place within the
       State of New Mexico, or such other place, as the Board of Directors may
       fix, provided that at least ten (10) days' notice be given to
       stockholders entitled to vote thereat of the place so fixed.  Each other
       meeting of the stockholders may be held at such place, either within or
       without the State of Delaware, as may be stated in the notice or waiver
       of notice of such meeting.

                   Section 2.  Annual Meetings.  The Annual Meeting of
       Stockholders shall be held on such date and at such time each year as
       shall be designated from time to time by the Board of Directors and
       stated in the notice of the meeting, at which meeting the stockholders
       shall elect directors by a plurality vote and shall transact such other
       business as may properly be brought before the meeting.

                   Section 3.  Special Meeting.  Special meetings of the
       stockholders for any purpose or purposes, unless otherwise prescribed by
       statute or by the Certificate of Incorporation, may be called by the
       Chairman of the Board of Directors, the President or by the Board of
       Directors (either by written instrument signed by a majority or by
       resolution adopted by a vote of the majority), and special meetings
       shall be called by the Chairman, the President or the Secretary whenever
       stockholder owning a majority of the capital stock issued, outstanding
       and entitled to vote so request in writing.  Such request shall state
       the purpose or purposes of the proposed meeting.

                   Section 4.  Notice.  Written or printed notice of every
       meeting of stockholders, annual or special, stating the time and place
       thereof, and, if a special meeting, the purpose or purposes in general
       terms for which the meeting is called shall not less than ten (10) days


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       before such meeting be served upon or mailed to each stockholder
       entitled to vote thereat, at his address as it appears upon the stock
       records of the Corporation or, if such stockholder shall have filed with
       the Secretary of the Corporation a written request that notices intended
       for him be mailed to some other address, then to the address designated
       in such request.

                   Notice of the time, place and/or purpose of any meeting of
       stockholders may be dispensed with if every stockholder entitled to vote
       thereat shall attend either in person or by proxy, or if every absent
       stockholder entitled to such notice shall in writing, filed with the
       records of the meeting, either before or after the holding thereof,
       waive such notice.

                   SECTION 5.  Quorum.  Except as otherwise provided by law or
       by the Certificate of Incorporation, the presence in person or by proxy
       at any meeting of stockholders of the holders of a majority of the
       shares of the capital stock of the Corporation issued and outstanding
       and entitled to vote thereat, shall be requisite and shall constitute a
       quorum.  If, however, such majority shall not be present or represented
       at any meeting of the stockholders regularly called, the holders of a
       majority of the shares present or represented and entitled to vote
       thereat shall have power to adjourn the meeting to another time, or to
       another time and place, without notice other than announcement of
       adjournment at the meeting, and there may be successive adjournment for
       like cause and in like manner until the requisite amount of shares
       entitled to vote at such meeting shall be represented.  At such
       adjourned meeting at which the requisite amount of shares entitled to
       vote thereat shall be present or represented, any business may be
       transacted which might have been transacted at the meeting as originally
       notified.

                   SECTION 6.  Votes.  Proxies.  At each meeting of
       stockholders, every stockholder shall have one vote for each share of
       capital stock entitled to vote which is registered in his name on the
       books of the Corporation on the date on which the transfer books were
       closed, if closed, or on the date set by the Board of Directors for the
       determination of stockholders entitled to vote at such meeting.  At each
       such meeting every stockholder shall be entitled to vote in person, or
       by proxy appointed by an instrument in writing subscribed by such
       stockholder and bearing a date not more than three years prior to the
       meeting in question, unless said instrument provides for a longer period
       during which it is to remain in force.

                   All elections of directors shall be held by ballot.  If the
       Chairman of the meeting shall so determine, a vote may be taken upon any
       other matter by ballot, and shall be so taken upon the request of any
       stockholder entitled to vote on such matter.

                   At elections of directors, the Chairman shall appoint two
       inspectors of election, who shall first take and subscribe an oath or
       affirmation faithfully to execute the duties of inspector at such
       meeting with strict impartiality and according to the best of their
       ability and who shall take charge of the polls and after the balloting
       shall make a certificate of the result of the vote taken; but no
       director or candidate for the office of director shall be appointed as
       such inspector.




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                   A nomination for the position of director shall be accepted,
       and votes cast for  a proposed nominee shall be counted, by the
       inspectors of election only if the Secretary of the Company has received
       at least 30 days prior to the meeting a statement over the signature of
       the proposed nominee that he consents to being a nominee and, if
       elected, intends to serve as a director.  Such statement shall also
       contain the number of shares of stock of the Corporation held by the
       nominee, occupations and business history for the previous five years,
       other directorships, names of business entities in which the proposed
       nominee owns a 10 percent or more equity interest, listing of any
       criminal convictions including federal or state securities violations,
       and all other information required by the federal proxy rules in effect
       at the time the proposed nominee submits said statement.

                   SECTION 7.  Organization.  The Chairman of the Board, if
       there be one, or in his absence the President, or in the absence of both
       the Chairman of the Board and the President, a Vice President, shall
       call meetings of the stockholders to order and shall act as chairman
       thereof.  The Secretary of the Corporation, if present, shall act as
       secretary of all meetings of stockholders and, in his absence, the
       presiding officer may appoint a secretary.

                                        ARTICLE IV
                                        Directors

                      SECTION 1.  Number.  The business and property of the
       Corporation shall be conducted and managed by a Board of Directors
       consisting of not less than three (3) nor more than eleven (11)
       directors, none of whom need be a stockholder.   The Board of Directors
       of the Corporation shall initially be composed of five (5) directors,
       but the Board may at any time by resolution increase or decrease the
       number of directors to not more than eleven (11) or less than three (3),
       and the vacancies resulting from any such increase shall be filled as
       provided in Section 3 of this Article IV.

                   SECTION 2.  Term of Office.  Each director shall hold office
       until the next annual meeting of stockholders and until his successor is
       duly elected and qualified or until his earlier death or resignation,
       subject to the right of the stockholders at any time to remove any
       director or directors as provided in Section 4 of this Article.

                   SECTION 3.  Vacancies.  If any vacancy shall occur among the
       directors, or if the number of directors shall at any time be increased,
       the directors in office, although less than a quorum, by a majority vote
       may fill the vacancies or newly created directorships, or any such
       vacancies or newly created directorships may be filled by the
       stockholders at any meeting.

                   SECTION 4.  Removal by Stockholders.   The holders of record
       of the capital stock of the Corporation entitled to vote for the
       election of directors may in their discretion at any meeting duly called
       for the purpose, by a majority vote, remove any director or directors
       and elect a new director or directors in place thereof.

                   SECTION 5.  Meetings.  Meetings of the Board of Directors
       shall be held at such place within or without the State of Delaware, as
       may from time to time be fixed by resolution of the Board or as may be
       specified in the notice or waiver of notice of any meeting.  Meetings
       may be held at any time upon the call of the Chairman, the President or


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       the Secretary or any two (2) or the directors by oral, telegraphic, or
       written notice, duly served or sent or mailed to each director not less
       than two (2) days before such meeting.  Meetings may be held at any time
       and place without notice if all the directors are present or if those
       not present shall, in writing or by telegram, waive notice thereof.  A
       regular meeting of the Board may be held without notice immediately
       following the annual meeting of stockholders at the place where such
       annual meeting is held or at such other place, as determined by the
       directors.  Regular meetings of the Board may also be held without
       notice at such time and place as shall from time to time be determined
       by resolution of the Board.

                   SECTION 6.  Action Without a Meeting.  Unless otherwise
       restricted by the Certificate of Incorporation or these bylaws, 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 committee, as the case may be, consent
       thereto in writing, and the writing or writings are filed with the
       minutes of proceedings of the Board or committee.

                   SECTION 7.  Telephone Meetings.  Subject to the provisions
       of applicable law and these Bylaws regarding notice of meetings, members
       of the Board of Directors or members of any committee designated by such
       Board may, unless otherwise restricted by the Certificate of
       Incorporation or these Bylaws, participate in and hold a meeting of such
       Board of Directors or committee by using 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 Section shall constitute presence in person at such meeting,
       except when a person participates in the meeting for the express purpose
       of objecting to the transaction of any business on the ground that the
       meeting was not lawfully called or convened.

                   SECTION 8.  Quorum.  A majority of the directors shall
       constitute a quorum for the transaction of business.  If at any meeting
       of the Board there shall be less than a quorum present, a majority of
       those present may adjourn the meeting from time to time without notice
       other than announcement of the adjournment at the meeting, and at such
       adjourned meeting at which a quorum is present any business may be
       transacted which might have been transacted at the meeting as originally
       noticed.

                   SECTION 9.  Compensation.  Directors, as such, shall not
       receive any stated compensation for their services, but by resolution of
       the Board of Directors, a fixed sum, and expenses of attendance, if any,
       may be allowed for attendance at each regular or special meeting
       thereof.  By resolution of the Board of Directors, outside directors who
       do not receive compensation from the Corporation in any other capacity
       may receive compensation for their services.  Nothing in this Section
       shall be construed to preclude a director from serving the Corporation
       in any other capacity and receiving compensation therefor.

                                        ARTICLE V
                                   Executive Committee

                   SECTION 1.  Executive Committee.  The Board of Directors may
       appoint an Executive Committee of three (3) or more members (with such
       alternates, if any, as may be deemed desirable), to serve during the
       pleasure of the Board, to consist of such directors as the Board may


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       from time to time designate.  The Chairman of the Executive Committee
       shall be designated by the Board of Directors.

                   SECTION 2.  Procedure.  The Executive Committee, by a vote
       of a majority of its members, shall fix its own times and places of
       meeting, shall determine the number of its members constituting a quorum
       for the transaction of business, and shall prescribe its own rules or
       procedure; no change in which shall be made save by a majority vote to
       its members.

                   SECTION 3.  Powers.  During the intervals between the
       meetings of the Board of Directors, the Executive Committee shall
       possess and may exercise all the powers of the Board in the management
       and direction of the business and affairs of the Corporation.

                   SECTION 4.  Reports.  The Executive Committee shall keep
       regular minutes of its proceedings and all action by the Executive
       Committee shall be reported promptly to the Board of Directors.  Such
       action shall be subject to review by the Board, provided that no rights
       of third parties shall be affected by such review.


                                        ARTICLE VI
                        Other Committee of the Board of Directors

                   The Board of Directors may designate one or more directors
       (with such alternate, if any, as may be deemed desirable) to constitute
       another committee or committees for any purpose, which shall have and
       may exercise the powers of the Board of Directors in the management of
       the business and affairs of the Corporation, and may have power to
       authorize the seal of the Corporation to be affixed to all papers which
       may require it.

                                       ARTICLE VII
                                         Officers

                   SECTION 1.  Officers.  The Board of Directors shall elect,
       as executive officers, a Chairman of the Board of Directors (who may
       also occupy the office of President), a President, a Secretary and a
       Treasurer, one or more Vice Presidents (in the case of each such Vice
       President, with such descriptive title, if any, as the Board of
       Directors may deem appropriate), and one or more Assistant Secretaries
       and Assistant Treasurers.  The Chairman of the Board of Directors or the
       President may also be the Chief Executive Officer, as designated by the
       Board of Directors.


                   SECTION 2.  Vacancies.   Any vacancy in any office may be
       filled for the unexpired portion of the term by the Board of Directors,
       at any regular or special meeting.

                   SECTION 3.  President.  The President may be a member of the
       Board of Directors and the chief operating officer of the Corporation.
       Subject to the directions of the Board of Directors, he shall have any
       exercise direct charge of and general supervision over the business and
       affairs of the Corporation and shall perform all duties incident to the
       office of a president of a corporation, and such other duties as from
       time to time may be assigned to him by the Board of Directors.



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                   SECTION 4.  Chairman of the Board.  The Chairman of the
       Board, if elected, shall be a member of the Board of Directors and shall
       preside at its meetings.  He shall keep in close touch with the
       administration of the affairs of the Corporation, shall advise and
       counsel with the President, and, in his absence, with other executives
       of the Corporation, and shall perform such other duties as may from time
       to time be assigned to him by the Board of Directors.

                   SECTION 5.  Vice Presidents.  Each Vice President, if
       elected, shall be and exercise such powers and shall perform such duties
       as from time to time may be conferred upon or assigned to him by the
       Board of Directors, or as may be delegated to him by the President.

                   SECTION 6.  Secretary.  The Secretary shall keep the minutes
       of all meetings of the stockholders and of the Board of Directors in
       books provided for the purpose; he shall see that all notices are duly
       given in accordance with the provisions of law and these bylaws; he
       shall be responsible for the custody and safekeeping of the records, and
       of the corporate seal or seals of the Corporation; he shall see that the
       corporate seal is affixed to all documents, the execution of which, on
       behalf of the Corporation, under its seal, is duly authorized and when
       the seal is so affixed he may attest the same; he may sign, with the
       President or Vice President, certificates of stock of the Corporation;
       and in general, he shall perform all duties incident to the office of a
       secretary of a corporation, and such other duties as from time to time
       may be assigned to him by the Board of Directors.

                   SECTION 7.  Assistant Secretaries.  The Assistant
       Secretaries shall, in the absence or disability or at the direction of
       the Secretary, perform the duties and exercise the powers of the
       Secretary and shall perform such other duties as the Board of Directors
       shall prescribe.

                   SECTION 8.  Treasurer.  The Treasurer shall have charge of
       and be responsible for all funds, securities, receipts and disbursements
       of the Corporation, and shall deposit, or cause to be deposited, in the
       name of the Corporation, all moneys or other valuable effects in such
       banks, trust companies or other depositaries as shall, from time to
       time, be selected by the Board of Directors; he may indorse for
       collection on behalf of the Corporation, checks, notes and other
       obligations; he may sign receipts and vouchers for payments made to the
       Corporation; singly or jointly with another person as the Board of
       Directors may authorize, he may sign checks of the Corporation and pay
       out and dispose of the proceeds under the direction of the Board; he
       shall render to the President and to the Board of Directors, whenever
       requested, an account of the financial condition of the Corporation; he
       may sign, with the President or a Vice President, certificates of stock
       of the  Corporation; and in general, shall perform all the duties
       incident to the office of a treasurer of a corporation, and such other
       duties as from time to time may be assigned to him by the Board of
       Directors.

                   SECTION 9.  Assistant Treasurers.  The Assistant Treasurers
       shall, in the absence or disability or at the direction of the
       Treasurer, perform the duties and exercise the powers of the Treasurer
       and shall perform such other duties as the Board of Directors shall
       prescribe.




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                   SECTION 10.  Subordinate Officers.  The Board of Directors
       may appoint such subordinate officers as it may deem desirable.  Each
       such officer shall hold office for such period, have such authority and
       perform such duties as the Board of Directors may prescribe.  The Board
       of Directors may, from time to time, authorize any officer to appoint
       and remove subordinate officers and to prescribe the powers and duties
       thereof.

                   SECTION 11.  Compensation.  The Board of Directors shall
       have power to fix the compensation of all officers of the Corporation.
       It may authorize any officer, upon whom the power of appointing
       subordinate officers may have been conferred, to fix the compensation of
       such subordinate officers.

                   SECTION 12.  Removal.  Any officer of the Corporation may be
       removed, with or without cause, by a majority vote of the Board of
       Directors at a meeting called for that purpose.

                   SECTION 13.  Bonds.  The Board of Directors may require any
       officer of the Corporation to give a bond to the Corporation,
       conditional upon the faithful performance of his duties, with one or
       more sureties and in such amount as may be satisfactory to the Board of
       Directors.

                                       ARTICLE VIII
                                  Certificates of Stock

                   SECTION 1.  Form and Execution of Certificates.  The
       interest of each stockholder of the Corporation shall be evidenced by a
       certificate or certificates for shares of stock in such form as the
       Board of Directors may from time to time prescribe.  The certificates of
       stock of each class and series shall be consecutively numbered and
       signed by the President or Vice President and by the Secretary or an
       Assistant Secretary or the Treasurer or an Assistant Treasurer of the
       Corporation, and may be countersigned and registered in such manner as
       the Board of Directors may by resolution prescribe, and shall bear the
       corporate seal or a printed or engraved facsimile thereof.  Where any
       such certificate is signed by a transfer agent or transfer clerk acting
       on behalf of the Corporation and by a registrar, the signatures of any
       such President, Vice President, Treasurer, Assistant Treasurer,
       Secretary or Assistant Secretary may be facsimiles, engraved or printed.
        In case any officer or officers who shall have signed, or whose
       facsimile signature or signatures shall have been used on, any such
       facsimile signature or signature shall have been used on, any such
       certificate or certificates shall cease to be such officer or officers,
       whether because of death, resignation or otherwise, before such
       certificate or certificates shall have been delivered by the
       Corporation, such certificate or certificates may nevertheless be issued
       and delivered by the Corporation as though the person or persons who
       signed such certificate or certificates or whose facsimile signature or
       signatures shall have been used thereon had not ceased to be such
       officer or officers.

                   SECTION 2.  Transfer of Shares.  Subject to any applicable
       restrictions contained in the Certificate of Incorporation, the shares
       of the stock of the Corporation shall be transferred on the books of the
       Corporation by the holder thereof in person or by his attorney lawfully
       constituted, upon surrender for cancellation of certificates for the
       same number of shares, with an assignment and power of transfer endorsed


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       thereon or attached thereto, duly executed, with such proof or guaranty
       of the authenticity of the signature as the Corporation or its agents
       may reasonably require.  The Corporation shall be entitled to treat the
       holder of record of any share or shares of stock as the holder in fact
       thereof and accordingly shall not be bound to recognize any equitable or
       other claim to or interest in such share or shares on the part of any
       other person whether or not it shall have express or other notice
       thereof, save as expressly provided by law or by the Certificate of
       Incorporation.

                   SECTION 3.  Closing of Transfer Books.  The stock transfer
       books of the Corporation may, if deemed expedient by the Board of
       Directors, be closed for such length of time not exceeding sixty (60)
       days as the Board may determine, preceding the date of any meeting of
       stockholders or the date for the payment of any dividend or the date for
       the allotment of rights or the date when any issuance, change,
       conversion or exchange of capital stock shall go into effect, during
       which time no transfer of stock on the books of the Corporation may be
       made.

                   SECTION 4.  Dates of Record.  If deemed expedient, the Board
       of Directors may fix in advance a date for such length of time not
       exceeding sixty (60) days as the Board may determine, preceding the date
       of any meeting of stockholders, or the date for the payment of any
       dividend, or the date for the allotment of rights or the date when any
       issuance, change, conversion or exchange or capital stock shall go into
       effect, as a record date for the determination of the stockholders
       entitled to notice of, and to vote at, any such meeting or entitled to
       receive payment of any such dividend or to any such allotment of rights,
       or to exercise the rights in respect of any such issuance, change,
       conversion or exchange of capital stock, as the case may be, and in such
       case only such stockholders as shall be stockholders of record on the
       date so fixed shall be entitled to such notice of, and to vote at, such
       meeting, or to receive payment of such dividend, or to receive such
       allotment of rights, or to exercise such rights, as the case may be,
       notwithstanding any transfer of any stock on the books of the
       Corporation after any record date fixed as aforesaid; provided, however,
       that no record date for the determination of the stockholders entitled
       to notice of, and to vote at, any meeting of stockholders shall be fixed
       on a date less than ten (10) days before the date of such meeting.

                   SECTION 5.  Lost or Destroyed Certificates.  In case of the
       loss or destruction of any certificate of stock, a new certificate may
       be issued upon the following conditions:

                   The owner of said certificate shall file with the Secretary
       of the Corporation an affidavit giving the facts in relations to the
       ownership, and in relation to the loss or destruction of said
       certificate, stating its number and the number of shares represented
       thereby; such affidavit to be in such form and contain such statements
       as shall satisfy the President and Secretary that said certificate has
       been accidentally destroyed or lost, and that a new certificate ought to
       be issued in lieu thereof.  Upon being so satisfied, the President and
       Secretary shall require such owner to file with the Secretary a bond in
       such penal sum and in such form as they may deem advisable, and with a
       surety or sureties approved by them, to indemnify and save harmless the
       Corporation from any claim, loss, damage or liability which may be
       occasioned by the issuance of a new certificate in lieu thereof.  Upon
       such bond being so filed a new certificate for the same number of shares


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       shall be issued to the owner of the certificate so lost or destroyed;
       and the transfer agent and registrar of stock shall countersign and
       register such new certificate upon receipt of a written order signed by
       the said President and Secretary, and thereupon the Corporation will
       save harmless said transfer agent and registrar in the premise. A Vice
       President may act hereunder in the stead of the President, and an
       Assistant Secretary in the stead of the Secretary. In case of the
       surrender of the original certificate, in lieu of which a new
       certificate has been issued, or the surrender of such new certificate,
       for cancellation, the bond or indemnity given as a condition of the
       issue of such new certificate may be surrendered.

                                        ARTICLE IX
                                   Checks, Notes, Etc.

                   SECTION 1.  Execution of Checks, Notes Etc.  All checks and
       drafts on the Corporation's bank accounts and all bills of exchange and
       promissory notes, and all acceptances, obligations and other instruments
       for the payment of money, shall be signed by such officer or officers,
       agent or agents, as shall be thereunto authorized from time to time by
       the Board of Directors.

                   SECTION 2.  Execution of Contracts, Assignments, Etc.  All
       contracts, agreements, endorsements, assignments, transfers, stock
       powers, or other instruments shall be signed by the President, the
       Chairman of the Board, or any Vice President or by such other officer of
       officers, agent or agents, as shall be thereunto authorized from time to
       time by the Board of Directors; and, when necessary or appropriate,
       shall be attested by the Secretary or any Assistant Secretary or the
       Treasurer or any Assistant Treasurer.

                   SECTION 3.  Execution of Proxies.  The President or the
       Chairman of the Board or, in their absence or disability, a Vice
       President, may authorize from time to time the signature and issuance of
       proxies to vote shares of stock of other companies standing in the name
       of the Corporation.   All such proxies shall be signed in the name of
       the Corporation by the President, the Chairman of the Board or a Vice
       President and by the Secretary or an Assistant Secretary.


                                        ARTICLE X
                                   Waivers and Consents

                   Whenever any notice is required to be given by law, or under
       the provisions of the Certificate of Incorporation, or of these bylaws,
       such notice may be waived, in writing, signed by the person or persons
       entitled to such notice, or by his attorney or attorneys thereunto
       authorized, whether before or after the event or action to which such
       notice relates.

                   Whenever the vote of stockholders at a meeting thereof is
       required or permitted to be taken in connection with any corporate
       action by any provision of law or of the Certificate of Incorporation or
       of these bylaws, the meeting and vote of stockholders may be dispensed
       with if all the stockholders who would have been entitled to vote upon
       the action if such meeting were held shall consent in writing to such
       action being taken.




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                   Any action required or permitted to be taken at any meeting
       of the Board of Directors or of any Committee of the Board of Directors
       may be taken without a meeting, if prior to such action a written
       consent thereto is signed by all members of the Board of Directors or of
       such Committee as the case may be, and such written consent is filed
       with the minutes of proceedings of the Board of Directors or of such
       Committee.

                                        ARTICLE XI
                                        Dividends

                   Except as otherwise provided by law or by the Certificate of
       Incorporation, the Board of Directors may declare dividends out of the
       surplus of the Corporation at such times and in such amounts as it may
       from time to time designate.

                   Before crediting net profits to surplus in any year, there
       may be set aside out of the net profits of the Corporation for that year
       such sum or sums as the Board of Directors from time to time in its
       absolute discretion may deem proper as a reserve fund or funds to meet
       contingencies or for equalizing dividends or for repairing or
       maintaining any property of the Corporation or for such other purpose as
       the Board of Directors shall deem conducive to the interests of the
       Corporation.

                                       ARTICLE XII
                              Indemnification and Insurance

                   SECTION 1.  Right to Indemnification.  Each person who was
       or is a party or is threatened to be made a party to or is involved in
       any action, suit or 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 service with respect to
       employee benefit plans, whether the basis of such proceeding is alleged
       action or inaction in an official capacity or in any other capacity
       while serving as a director, officer, employee or agent, shall be
       indemnified and held harmless by the Corporation to the fullest extent
       permitted by the laws of Delaware, as the same exist or may hereafter be
       amended, against all costs, charges, expenses, liabilities and losses
       (including attorneys' fees, judgments, fines, ERISA excise taxes or
       penalties and amounts paid or to be paid in settlement) reasonably
       incurred or suffered by such person in connection therewith, and such
       indemnification shall continue as to a person who has ceased to be a
       director, officer, employee or agent and shall inure to the benefit of
       his or her heirs, executors and administrators; provided, however, that,
       except as provided in Section 2 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 Article
       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
       Delaware General Corporation Law requires, the payment of such expenses
       incurred by a director or officer in his or her capacity as a director


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       or officer (and not in any other capacity in which service was or is
       rendered by such person while a director or officer, including, without
       limitation, service to an employee benefit plan) in advance of the final
       disposition of a proceeding, shall be made only upon delivery to the
       Corporation of an undertaking, by or on behalf of such director of
       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.

                   SECTION 2.  Right of Claimant to Bring Suit.  If a claim
       under Section 1 of this Article 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 and 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 failed to meet a
       standard of conduct which makes it permissible under Delaware law for
       the Corporation to indemnify the claimant for the amount claimed.
       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 permissible in the circumstances
       because he or she has met such standard or conduct, nor an actual
       determination by the Corporation (including its Board of Directors,
       independent legal counsel, or its stockholder) that the claimant has not
       met such standard or conduct, shall be a defense to the action or create
       a presumption that the claimant has failed to meet such standard of
       conduct.

                   SECTION 3.  Non-Exclusivity or Rights.  The right to
       indemnification and the payment of expenses incurred in defending a
       proceeding in advance of its final disposition conferred in this Article
       shall not be exclusive or any other right which any person may have or
       hereafter acquire under any statute, provision of the Certificate of
       Incorporation, bylaw, agreement, vote of stockholders or disinterested
       directors or otherwise.

                   SECTION 4.  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 Delaware law.

                   SECTION 5.  Expenses as a Witness.  To the extent that any
       director, officer, employee or agent of the Corporation is by reason of
       such position, or a position with another entity at the request of the
       Corporation, a witness in any action, suit or proceeding, he shall be
       indemnified against all costs and expenses actually and reasonably
       incurred by him or her or on his or her behalf in connection therewith.



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                   SECTION 6.  Indemnity Agreements.  The Corporation may enter
       into agreements with any director, officer, employee or agent of the
       Corporation providing for indemnification to the full extent permitted
       by Delaware law.

                                       ARTICLE XIII
                                   Inspection of Books

                   The Board of 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 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.

                                       ARTICLE XIV
                                       Fiscal Year

                   The fiscal year of the Corporation shall end on such dates
       as the Board of Directors may by resolution specify and the Board of
       Directors may by resolution change such date for future fiscal years at
       any time or from time to time.

                                        ARTICLE XV
                                        Amendments

                   These Bylaws may be altered, amended or repealed and new
       Bylaws adopted by the stockholders or by the Board of Directors by a
       majority vote at any meeting called for that purpose.
































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