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                               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,


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     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 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



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     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 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




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     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 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



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     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.

                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 thereon
     or attached thereto, duly executed, with such proof or guaranty of the




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     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 accidentially
     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 shall be issued to the owner of
     the certificate so lost or destroyed; and the transfer agent and registrar



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     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.
























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                                      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.

                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,



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     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 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.



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                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.

                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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