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**EXHIBIT 3.2

                                AMENDED BY-LAWS
                                      OF
                            TETON PETROLEUM COMPANY
                           (a Delaware corporation)**

                                   ARTICLE I
                                 Stockholders

     Section 1.1. Annual  Meetings.  An annual meeting of stockholders  shall be
held for the election of directors at such date,  time and place,  either within
or without the State of Delaware,  as may be  designated  by  resolution  of the
Board  of  Directors  from  time to  time.  Any  other  proper  business  may be
transacted at the annual meeting.

     Section 1.2.  Special  Meetings.  Special  meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors  that has been duly  designated by the Board
of  Directors  and whose  powers  and  authority,  as  expressly  provided  in a
resolution of the Board of Directors,  include the power to call such  meetings,
but such special meetings may not be called by any other person or persons.

     Section 1.3.  Notice of  Meetings.  Whenever  stockholders  are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given that shall state the place,  date and hour of the  meeting  and. in the
case of a special  meeting,  the  purpose or  purposes  for which the meeting is
called.  Unless  otherwise  provided by law, the certificate of incorporation or
these by-laws,  the written notice of any meeting shall be given not less dm ten
nor more than sixty  days  before  the date of the  meeting to each  stockholder
entitled to vote at such meeting.  If mailed,  such notice shall be deemed to be
given when deposited In the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of tile corporation.

     Section 1.4. Adjournments. Any meeting of stockholders,  annual or special,
may adjourn from time to time to reconvene at the same or some other place,  and
notice  need not be given of any such  adjourned  meeting  if the time and place
thereof are announced at the meeting at which the  adjournment is taken.  At the
adjourned  meeting the  corporation  may transact any business  which might have
been  transacted at the original  meeting.  If the  adjournment is for more than
thirty  days,  or if after the  adjournment  a new record  date is fixed for the
adjourned  meeting,  notice  of the  adjourned  meeting  shall  be given to each
stockholder of record entitled to vote at the meeting,

     Section 1.5. Quorum.  Except as otherwise  provided by law, the certificate
of incorporation or these by-laws,  at each meeting of stockholders the presence
in person or by proxy of the holders of shares of stock having  one-third of the
votes  which  could be cast by the  holders of all  outstanding  shares of stock
entitled to vote at the meeting shall be necessary and  sufficient to constitute
a quorum.  In the  absence of a quorum,  the  stockholders  so present  may,  by
majority vote,  adjourn the meeting from time to time in the manner  provided in
Section 1.4 of these  by-laws  until a quorum  shall  attend.  Shares of its own
stock belonging to the corporation or to another  corporation,  if a majority of
the  shares  entitled  to vote  in the  election  of  directors  of  such  other
corporation is held, directly or indirectly,  by the corporation,  shall neither
be entitled to vote nor be counted for quorum purposes;  provided, however, that
the  foregoing  shall  not limit the  right of the  corporation  to vote  stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     Section 1.6. Organization.  Meetings of stockholders shall be presided over
by the Chairman of the Board,  if any, or in his absence by the Vice Chairman of
the Board,  if any, or in his absence by the  President,  or in his absence by a
Vice  President,  or in the  absence  of the  foregoing  persons  by a  chairman
designated by the Board of Directors, or in the absence of such designation by a
chairman  chosen at the  meeting,  The  Secretary  shall act as secretary of the
meeting,  but in his absence the  chairman of the meeting may appoint any person
to act as secretary of the meeting.  The chairman of the meeting shall  announce
at the meeting of stockholders  the date and time of the opening and the closing
of the polls for each matter upon which the stockholders will vote.

     Section  1.7.  Voting;   Proxies.  Except  as  otherwise  provided  by  the
certificate of incorporation,  each stockholder  entitled to vote at any meeting
of  stockholders  shall be  entitled to one vote for each share of stock held by
him  which has  voting  power  upon the  matter in  question.  Each  stockholder
entitled to vote at a meeting of  stockholders  or to express consent or dissent
to corporate action in writing without a meeting may authorize another person or
persons to act for him by proxy,  but no such proxy shall be voted or acted upon
after three years from its date,  unless the proxy provides for a longer period.
A proxy shall be  irrevocable  if it states that it is  irrevocable  and if, and
only as long as, it is coupled with an interest  sufficient in law to support an
irrevocable  power. A stockholder  may revoke any proxy which is not irrevocable
by  attending  the  meeting and voting in person or by filing an  instrument  in
writing  revoking  the  proxy  or by  delivering  a  proxy  in  accordance  with
applicable law bearing a later date to the Secretary of the corporation.  Voting
at meetings of stockholders  need not be by written ballot and, unless otherwise
required by law,  need not be  conducted  by  inspectors  of election  unless so
determined  by the  holders of shares of stock  having a  majority  of the votes
which could be cast by the holders of all  outstanding  shares of stock entitled
to vote thereon which are present in person or by proxy at such meeting.  At all
meetings of stockholders  for the election of directors a plurality of the votes
cast shall be sufficient  to elect.  All other  elections  and questions  shall,
unless  otherwise  provided by law, the  certificate of  incorporation  or these
by-laws,  be  decided  by the vote of the  holders  of shares of stock  having a
majority  of the votes which could be cast by the holders of all shares of stock
outstanding and entitled to vote thereon.

     Section 1.8. Fixing Date for  Determination  of Stockholders of Record.  In
order that the corporation may determine the stockholders  entitled to notice of
or to vote at any meeting of  stockholders  or any  adjournment  thereof,  or to
express consent to corporate action in writing without a meeting, or entitled to
receive  payment of any  dividend  or other  distribution  or  allotment  of any
rights, or entitled to exercise any rights in respect of any change,  conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors  may fix a record  date,  which record date shall not precede the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors  and  which  record  date:  (1)  in  the  case  of   determination  of
stockholders  entitled to vote at any  meeting of  stockholders  or  adjournment
thereof,  shall,  unless  otherwise  required by law. not be more than sixty nor
less  than  ten  days  before  the  date of  such  meeting;  (2) in the  case of
determination of stockholders entitled to express consent to corporate action in
writing  without a  meeting,  shall not be more than ten days from the date upon
which  the  resolution  fixing  the  record  date is  adopted  by the  Board  of
Directors; and (3) in the case of any other action, shall not be more than sixty
days prior to such other action. If no record date is fixed: (1) the record date
for  determining  stockholders  entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given,  or, if notice is waived,  at the close of business on
the day next preceding the day an which the meeting is held; (2) the record date
for determining  stockholders entitled to express consent to corporate action in
writing  without a meeting  when no prior  action of the Board of  Directors  is
required  by law,  shall be the  first  date on which a signed  written  consent
setting  forth the action  taken or  proposed  to be taken is  delivered  to the
corporation in accordance  with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action; and
(3) the record date for  determining  stockholder for any other purpose shall be
at the close of business on the day on which the Board of  Directors  adopts the
resolution  relating thereto. A determination of stockholders of record entitled
to  notice  of or to  vote at a  meeting  of  stockholders  shall  apply  to any
adjournment of the meeting;  provided,  however, that the Board of Directors may
fix a new record date for the adjourned meeting.

     Section 1.9. List of  Stockholders  Entitled to Vote.  The Secretary  shall
prepare and make,  at least ten days before  every  meeting of  stockholders,  a
complete list of the stockholders  entitled to vote at the meeting,  arranged in
alphabetical  order,  and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the  examination  of any  stockholder,  for any purpose  germane to the meeting,
during ordinary  business hours,  for a period of at least ten days prior to the
meeting,  either at a place  within  the city  where the  meeting is to be held,
which  place  shall be  specified  in the  notice of the  meeting,  or if not so
specified,  at the place where the meeting is to be held. The list shall also be
produced  and kept at the time and place of the  meeting  during  the whole time
thereof and may be inspected by any stockholder who is present. Upon the willful
neglect or refusal of the  directors  to produce  such a list at any meeting for
the election of directors,  they shall be ineligible  for election to any office
at such  meeting.  The stock ledger shall be the only evidence as to who are the
stockholders  entitled to examine the stock ledger,  the list of stockholders or
the books of the corporation, or to vote in person or by proxy at any meeting of
stockholders.

     Section  1.10.   Action  By  Consent  of  Stockholders.   Unless  otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special  meeting of the  stockholders  may be taken
without a meeting,  without  prior  notice and  without a vote,  if a consent or
consents in writing,  setting forth the action so taken,  shall be signed by the
holders of outstanding stock having not less dm the minimum number of votes that
would be  necessary  to  authorize or take such action at a meeting at which all
shares  entitled to vote  thereon  were present and voted and shall be delivered
(by hand or by certified or registered  mail,  return receipt  requested) to the
Corporation by delivery to its registered  office in the State of Delaware,  its
principal place of business,  or an officer or agent of the  corporation  having
custody  of the  book in  which  proceedings  of  minutes  of  stockholders  are
recorded.  Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those  stockholders who
have not consented in writing.

     Section  1.11.  Conduct  of  Meetings.   The  Board  of  Directors  of  the
corporation  may adopt by resolution  such rules and regulations for the conduct
of the  meeting  of  stockholders  as it shall deem  appropriate.  Except to the
extent  inconsistent  with such rules and regulations as adopted by the Board of
Directors,  the chairman of any meeting of stockholders shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the  judgment  of such  chairman,  are  appropriate  for the  proper
conduct of the meeting. Such rules,  regulations or procedures,  whether adopted
by the Board of Directors  or  prescribed  by the  chairman of the meeting,  may
include,  without limitation,  the following: (i) the establishment of an agenda
or order of business for the meeting;  (ii) rules and procedures for maintaining
order at the  meeting  and the safety of those  present;  (iii)  limitations  on
attendance at or  participation  in the meeting to stockholders of record of the
corporation, their duly authorized and constituted proxies or such other persons
as the chairman of the meeting shall  determine;  (iv)  restrictions on entry to
the  meeting  after  the  time  fixed  for  the  commencement  thereof,  and (v)
limitations on the time allowed to questions or comments by participants. Unless
and to the extent  determined  by the Board of  Directors or the chairman of the
meeting, meetings of stockholders shall not be required to be held in accordance
with the rules of parliamentary procedure.

                                  ARTICLE II

                              Board of Directors

     Section 2.1. Number;  Qualifications.  The Board of Directors shall consist
of one or more members, the number thereof to be determined from time to time by
resolution of the Board of Directors. Directors need not be stockholders.

     Section 2.2. Election; Resignation; Removal; Vacancies. At the first annual
meeting of stockholders and at each annual meeting thereafter,  the stockholders
shall elect  directors  each of whom shall hold office for a term of one year or
until his  successor  is elected and  qualified.  Any director may resign at any
time upon written notice to the corporation.  Any newly created  directorship or
any vacancy occurring in the Board of Directors for any cause may be filled by a
majority  of the  remaining  members of the Board of  Directors,  although  such
majority is less than a quorum, or by a plurality of the votes cast at a meeting
of  stockholders,  and each  director  so elected  shall hold  office  until the
expiration  of the term of office of the director  whom he has replaced or until
his successor is elected and qualified.

     Section 2.3. Regular  Meetings.  Regular meetings of the Board of Directors
may be held at such places  within or without the State of Delaware  and at such
times as the  Board of  Directors  may from  time to time  determine,  and if so
determined notices thereof need not be given.

     Section 2.4. Special  Meetings.  Special meetings of the Board of Directors
may be held at any  time or place  within  or  without  the  State  of  Delaware
whenever called by the President,  any Vice President,  the Secretary, or by any
member of the Board of  Directors.  Notice of a special  meeting of the Board of
Directors  shall be given by the person or persons  calling the meeting at least
twenty-four hours before the special meeting.

     Section  2.5.  Telephonic  Meetings  Permitted.  Members  of the  Board  of
Directors,  or  any  committee  designated  by  the  Board  of  Directors,   may
participate  in a meeting  thereof by means of  conference  telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other,  and  participation  in a meeting  pursuant to this
by-law shall constitute presence in person at such meeting.

     Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board
of  Directors a majority  of the whole Board of  Directors  shall  constitute  a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these by-laws otherwise  provide,  the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

     Section  2.7.  Organization.  Meetings of the Board of  Directors  shall be
presided  over by the  Chairman  of the Board,  if any, or in his absence by the
Vice Chairman of the Board,  if any, or in his absence by the  President,  or in
their absence by a chairman  chosen at the meeting.  Tae Secretary  shall act as
secretary  of the  meeting,  but in his absence the  chairman of the meeting may
appoint any person to act as secretary of the meeting.

     Section 2.8. Informal Action by Directors.  Unless otherwise  restricted by
the  certificate  of  incorporation  or these  by-laws,  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 of
Directors or such 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
of Directors or such committee.

                                  ARTICLE III

                                  Committees

     Section 3.1.  Committees.  The Board of Directors may, by resolution passed
by a majority of the whole Board of Directors, designate one or more committees,
each  committee to consist of one or more of the  directors of the  corporation.
The Board of Directors may designate one or more directors as alternate  members
of any  committee,  who may  replace  any absent or  disqualified  member at any
meeting of the committee.  In the absence or disqualification of a member of the
committee,  the  member  or  members  thereof  present  at any  meeting  and not
disqualified  from voting,  whether or not he or they  constitute a quorum,  may
unanimously  appoint  another  member  of the Board of  Directors  to act at the
meeting in place of any such absent or disqualified  member. Any such committee,
to the extent  permitted by law and to the extent  provided in the resolution of
the Board of Directors, shall have and may exercise all the powers and authority
of the Board of Directors in the  management  of the business and affairs of the
corporation,  and may authorize the seal of the corporation to be affixed to all
papers which may require it.

     Section  3.2.  Committee  Rules.  Unless the Board of  Directors  otherwise
provides,  each committee  designated by the Board of Directors may make,  alter
and repeal rules for the conduct of its  business.  In the absence of such rules
each  committee  shall  conduct its  business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these by-laws.

                                  ARTICLE IV

                                   Officers

     Section 4.1. Executive Officers; Election; Qualifications;  Term of Office:
Resignation;  Removal; Vacancies. The Board of Directors shall elect a President
and Secretary,  and it may, if it so determines,  choose a Chairman of the Board
and a Vice Chairman of the Board from among its members.  The Board of Directors
may also choose a Chief Executive Officer,  Chief Financial Officer, one or more
Vice  Presidents,  one or more  Assistant  Secretaries,  Treasurer,  one or more
Assistant Treasurers,  or such other officers as the Board shall determine. Each
such officer shall hold office until the first meeting of the Board of Directors
after the annual meeting of stockholders next succeeding his election, and until
his  successor  is elected and  qualified  or until his earlier  resignation  or
removal,  Any  officer  may  resign  at any  time  upon  written  notice  to the
corporation. The Board of Directors may remove any officer with or without cause
at any time,  but such removal  shall be without  prejudice  to the  contractual
rights of such officer, if any, with the corporation.  Any number of offices may
be  held  by the  same  person.  Any  vacancy  occurring  in any  office  of the
corporation  by death,  resignation,  removal or otherwise may be filled for the
unexpired  portion  of the term by the  Board of  Directors  at any  regular  or
special meeting.

     Section 4.2. Powers and Duties of Executive  Officers.  The officers of the
corporation  shall  have  such  powers  and  duties  in  the  management  of the
corporation  as may be prescribed in a resolution by the Board of Directors and,
to the extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board of  Directors.  The Board of  Directors  may
require  any  officer,  agent or  employee  to give  security  for the  faithful
performance of his duties.

                                    ARTICLE V

                                      Stock

     Section 5.1. Certificates.  Every holder of stock shall be entitled to have
a  certificate  signed by or in the name of the  corporation  by the Chairman or
Vice  Chairman of the Board of  Directors,  if any, or the  President  or a Vice
President,  and by the Treasurer or an Assistant Treasurer,  or the Secretary or
an Assistant Secretary, of the corporation certifying the number of shares owned
by him in the  corporation.  Any of or all the signatures on the certificate may
be a facsimile. In case any officer,  transfer agent or registrar who has signed
or whose  facsimile  signature  has been  placed upon a  certificate  shall have
ceased to be such officer,  transfer agent, or registrar before such certificate
is issued,  it may be issued by the  corporation  with the same  effect as if he
were such officer, transfer agent, or registrar at the date of issue.

     Section 5.2. Lost, Stolen or Destroyed Stock Certificates:  Issuance of New
Certificates.  The corporation may issue a new certificate of stock in the place
of any certificate  theretofore  issued by it, alleged to have been lost, stolen
or destroyed,  and the corporation may require the owner of the lost,  stolen or
destroyed  certificate,  or his legal representative,  to give the corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

                                  ARTICLE VI

                                Indemnification

     Section 6. 1. Right to Indemnification. The corporation shall indemnify and
hold harmless, to the fullest extent permitted by applicable law as it presently
exists  or may  hereafter  be  amended,  any  person  who  was or is  made or is
threatened  to be made a party or is otherwise  involved in any action,  suit or
proceeding,   whether  civil,  criminal,   administrative  or  investigative  (a
"proceeding")  by reason  of the fact  that he,  or a person  for whom he 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,  enterprise  or  nonprofit  entity,  including  service  with  respect to
employee  benefit  plans,  against all  liability and loss suffered and expenses
(including  attorneys' fees) reasonably incurred by such person. The corporation
shall be required to indemnify a person in connection with a proceeding (or part
thereof)  initiated by such person only if the  proceeding (or part thereof) was
authorized by the Board of Directors of the corporation.

     Section 6.2. Prepayment of Expenses. The corporation shall pay the expenses
(including  attorneys'  fees) incurred in defending any proceeding in advance of
its final disposition,  provided, however, that the payment of expenses incurred
by a director or officer in advance of the final  disposition  of the proceeding
shall be made only upon receipt of an  undertaking by the director or officer to
repay  all  amounts  advanced  if it should be  ultimately  determined  that the
director or officer is not  entitled  to be  indemnified  under this  Article or
otherwise.

     Section 6.3. Claims. If a claim for  indemnification or payment of expenses
under this Article is not paid in full within  sixty days after a written  claim
therefor  has been  received by the  corporation,  the claimant may file suit to
recover the unpaid  amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting  such claim. In any such
action the  corporation  shall have the burden of proving  that the claimant was
not  entitled to the  requested  indemnification  or payment of  expenses  under
applicable law.

     Section 6.4.  NonExclusivity of Rights.  The rights conferred on any person
by this  Article VI shall not be exclusive of any other rights which such person
may have or hereafter acquire under any statute, provision of the certificate of
incorporation,  these by-laws,  agreement, vote of stockholders or disinterested
directors or otherwise.

     Section 6.5. Other Indemnification.  The corporation's  obligation, if any,
to  indemnify  any person who was or is  serving at its  request as a  director.
officer, employee or agent of another corporation,  partnership,  joint venture,
trust, enterprise or nonprofit entity shall be reduced by any amount such person
may collect as indemnification from such other corporation,  partnership,  joint
venture, trust, enterprise or nonprofit enterprise.

     Section  6.6.  Amendment  or  Repeal.  Any  repeal or  modification  of the
foregoing  provisions of this Article VI shall not adversely affect any right or
protection  hereunder of any person in respect of any act or omission  occurring
prior to the time of such repeal or modification.

                                  ARTICLE VII

                                 Miscellaneous

     Section  7.1.  Fiscal  Year.  The fiscal year of the  corporation  shall be
determined by resolution of the Board of Directors.

     Section  7.2.  Seal.  The  corporate  seal  shall  have  the  name  of  the
corporation  inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors.

     Section 7.3.  Waiver of Notice of Meetings of  Stockholders,  Directors and
Committees.  Any  written  waiver of notice,  signed by the person  entitled  to
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent to notice.  Attendance  of a person at a meeting  shall  constitute a
waiver of notice of such meeting,  except when the person  attends a meeting for
the express  purpose of  objecting,  at the  beginning  of the  meeting,  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.  Neither  the  business  to be  transacted  at nor the  purpose of any
regular  or  special  meeting of the  stockholders,  directors,  or members of a
committee of directors need be specified in any written waiver of notice.

     Section  7.4.  Interested  Directors;  Quorum.  No contract or  transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation,  partnership,  association,  or other
organization  in which one or more of its directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely for
this  reason,  or solely  because  the  director  or  officer  is  present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contact or transaction,  or solely because his or their votes are
counted for such purpose,  if: (1) the material facts as to his  relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee,  and the Board of Directors or committee in
good faith authorizes the contract or transaction by the affirmative  votes of a
majority of the disinterested directors, even though the disinterested directors
be less  than a  quorum  or (2) the  material  facts as to his  relationship  or
interest and as to the contract or transaction are disclosed or are known to the
stockholders  entitled  to vote  thereon,  and the  contract or  transaction  is
specifically  approved  in good  faith by vote of the  stockholders;  or (3) the
contract  or  transaction  is fair as to the  corporation  as of the  time it is
authorized,  approved  or  ratified,  by the  Board of  Directors,  a  committee
thereof, or the stockholders.  Common or interested  directors may be counted in
determining  the  presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

     Section 7.5. Form of Records.  Any records maintained by the corporation in
the  regular  course  of its  business,  including  its stock  ledger,  books of
account,  and minute  books,  may be kept on, or be in the form of, punch cards,
magnetic tape, photographs,  microphotographs,  or any other information storage
device,  provided that the records so kept can be converted into clearly legible
form within a reasonable time.

     Section  7.6.  Amendment  of  By-Laws.  These  by-laws  may be  altered  or
repealed. and new by-laws made, by the Board of Directors,  but the stockholders
may make additional  bylaws and may alter and repeal any by-laws whether adopted
by them or otherwise.
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