Exhibit 3.2

                                BYLAWS
                                  OF
                       FLEMING COMPANIES, INC.


                              ARTICLE I

                               Offices

Section 1.1.  Principal Office.  The principal office of Fleming
Companies, Inc. (the "Corporation") shall be located at 6301 Waterford
Boulevard, Oklahoma City, Oklahoma.

Section 1.2.  Other Offices.  The Corporation may also have offices at
such other places both within or without the State of Oklahoma as the
Board of Directors may from time to time determine.


                              ARTICLE II

                       Meetings of Shareholders

Section 2.1.  Annual Meeting.  The annual meeting of the shareholders
shall be held on a date designated by the Board of Directors, which
shall be within six months next following the end of the fiscal year of
the Corporation, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting.

Section 2.2.  Special Meetings.  Except as otherwise prescribed by
statute, special meetings of the shareholders for any purpose, may be
called by the Chairman and shall be called by the Secretary at the
request in writing of a majority of the Board of Directors.  Business
transacted at any special meeting shall be limited to the general
objects stated in the call.

Section 2.3.  Place of Meeting.  Each annual meeting of the
shareholders for the election of directors shall be held at the
principal office of the Corporation in Oklahoma City, Oklahoma unless
the Board of Directors shall by resolution, adopted at least 60 days
prior to the date of such meeting, designate any other place, within or
without the State of Oklahoma, as the place of such meeting.  Meetings
of shareholders for any other purpose may be held at such place, within
or without the State of Oklahoma, and at such time as shall be
determined by the Board of Directors or the Chairman, such time to be
stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

Section 2.4.  Notice of Meeting.  Written or printed notice stating the
place and time of each annual or special meeting of the shareholders
entitled to vote and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given not less than
10 days nor more than 60 days before the date of the meeting.  (See
also Article IV).

Section 2.5.  Shareholder List.  A share ledger in which the names of
the shareholders are arranged alphabetically by classes of shares, if
any, shall be maintained and open for inspection during ordinary
business hours, for a period of at least 10 days prior to the meeting,
either at the place within the city where the meeting is to be held,
which place shall be specified on 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 available at the time and place of the meeting, during
the whole time of the meeting, and may be inspected by any shareholder
who is present.  Such access to the shareholder list shall be
restricted to those shareholders whose purpose in viewing the list is
germane to the meeting.

Section 2.6.  Quorum.  The holders of voting stock of the Corporation
having a majority of the voting power thereat, present in person or
represented by proxy, shall be requisite for, and shall constitute, a
quorum at all meetings of the shareholders of the Corporation for the
transaction of business, except as otherwise provided by statute or the
Corporation's Certificate of Incorporation or these Bylaws.

Section 2.7.  Proxies.  At every meeting of the shareholders, each
shareholder having the right to vote thereat shall be entitled to vote
in person or by proxy.  Such proxy shall be appointed by an instrument
in writing subscribed by such shareholder and bearing a date not more
than  three years prior to such meeting, unless such proxy provides for
a longer period; and it shall be filed with the Secretary of the
Corporation before, or at the time of, the meeting.

Section 2.8.  Voting.  At every meeting of shareholders, except as
otherwise provided by law, each shareholder shall be entitled to one
vote for each share of stock of the Corporation entitled to vote
thereat and registered in the name of such shareholder on the books of
the Corporation on the pertinent record date.  When a quorum is present
at any meeting of the shareholders, the vote of the holders of a
majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, due to a provision of
the statutes or the Corporation's Certificate of Incorporation or these
Bylaws, a different vote is required, in which case such provision
shall govern and control the decision at such question.

Section 2.9.  Record Date.  (a)  In order that the Corporation may
determine the shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend or other distribution or allotment or
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 other than shareholder action by written consent, the
Board of Directors may fix a record date, which shall not precede the
date such record date is fixed and shall not be more than 60 nor less
than 10 days before the date of such meeting, nor more than 60 days
prior to any such other action.  If no record date is fixed, the record
date for determining shareholders entitled to notice of or to vote at
a meeting of shareholders shall be at the close of business on the day
next preceding the day on which notice is given.  The record date for
any other purpose other than shareholder action by written consent
shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.  A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the
adjourned meeting.

    (b)  In order that the Corporation may determine the shareholders
entitled to consent to corporate action in writing without a meeting,
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 date shall not be more
than 10 days after the date upon which the resolution fixing the record
date is adopted by the Board of Directors.  Any shareholder of record
seeking to have the shareholders authorize or take corporate action by
written consent shall, by written notice to the Secretary, request the
Board of Directors to fix a record date.  The Board of Directors shall
promptly, but in all events within 10 days after the date on which such
a request is received, adopt a resolution fixing the record date.  If
no record date has been fixed by the Board of Directors within 10 days
of the date on which such a request is received, the record date for
determining shareholders entitled to consent to corporate action in
writing without a meeting, when no prior action by the Board of
Directors is required by applicable 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 by delivery to its
registered office in the State of Oklahoma, its principal place of
business, or any officer or agent of the corporation having custody of
the book in which proceedings of meetings of shareholders are recorded.
Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.  If no
record date has been fixed by the Board of Directors and prior action
by the Board of Directors is required by applicable law, the record
date for determining shareholders entitled to consent to corporate
action in writing without a meeting shall be at the close of business
on the date on which the Board of Directors adopts the resolution
taking such prior action.

Section 2.10.  Nominations of Directors.  Only persons who are
nominated in accordance with the procedures set forth in the Bylaws
shall be eligible to serve as directors.  Nominations of persons for
election to the Board of Directors of the Corporation may be made at a
meeting of shareholders (a) by or at the direction of the Board of
Directors or (b) by any shareholder of the Corporation who is a
shareholder of record at the time of giving of notice provided for in
this Section 2.10, who shall be entitled to vote for the election of
directors at the meeting and who complies with the notice procedures
set forth in this Section 2.10.  Such nominations, other than those
made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the
Corporation.  To be timely, a shareholder's notice shall be delivered
to or mailed and received at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the
meeting; provided, however, that in the event that less than 70 days'
notice or prior public disclosure of the date of the meeting is given
or made to shareholders, notice by the shareholder to be timely must be
so received not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting or
such public disclosure was made.  Such shareholder's notice shall set
forth (a) as to each person whom the shareholder proposes to nominate
for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a director
if elected); and (b) as to the shareholder giving the notice (i) the
name and address, as they appear on the Corporation's books, of such
shareholder and (ii) the class and number of shares of the Corporation
which are beneficially owned by such shareholder.  At the request of
the Board of Directors, any person nominated by the Board of Directors
for election as a director shall furnish to the Secretary of the
Corporation that information required to be set forth in a
shareholder's notice of nomination which pertains to the nominee.  No
person shall be eligible to serve as a director of the Corporation
unless nominated in accordance with the procedures set forth in this
Section 2.10.  The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the Bylaws, and if he
should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.  Notwithstanding the
foregoing provisions of this Section 2.10, a shareholder shall also
comply with all applicable requirements of the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Section.

Section 2.11.  Business.  At any meeting of the shareholders, only such
business shall be conducted as shall have been brought before the
meeting (a) by or at the direction of the Board of Directors or (b) by
any shareholder of the Corporation who is a shareholder of record at
the time of giving of the notice provided for in this Section 2.11, who
shall be entitled to vote at such meeting and who complies with the
notice procedures set forth in this section 2.11.  For business to be
properly brought before a shareholder meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation.  To be timely, a shareholder's notice
must be delivered to or mailed and received at the principal executive
offices of the Corporation not less than 60 days nor more than 90 days
prior to the meeting; provided, however, that in the event that less
than 70 days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to
be timely must be received no later than the close of business on the
10th day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made.  A shareholder's
notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the meeting (a) a brief
description of the business desired to be brought before the meeting
and the reasons for conducting such business at the meeting, (b) the
name and address, as they appear on the Corporation's books, of the
shareholder proposing such business, (c) the class and number of shares
of the Corporation which are beneficially owned by the shareholder and
(d) any material interest of the shareholder in such business.
Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at a shareholder meeting except in accordance with
the procedures set forth in this Section 2.11.  The Chairman of the
meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting and
in accordance with the provisions of the Bylaws, and if he should so
determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of this Section 2.11, a
shareholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in this
Section.

                             ARTICLE III

                              Directors

Section 3.1.  Number and Election.  The property and business of the
Corporation shall be managed by its Board of Directors.  The number of
directors which shall constitute the whole Board shall be not more than
20 and not less than three.  The Board of Directors shall from time to
time by a vote of a majority of the directors then in office fix within
the maximum and minimum the number of directors to constitute the
Board.  Except as provided in Section 3.2 of these Bylaws, the
directors shall be elected at the annual meeting of shareholders, or at
any adjournment thereof, and each director shall be elected and shall
hold office in the manner provided by Article Eight of the Restated
Certificate of Incorporation.  Directors need not be shareholders of
the Corporation.

Section 3.2.  Resignations and Vacancies.  Any director may resign at
any time by giving written notice to the Chairman or Secretary of the
Corporation.  Any such resignation shall take effect at the date of the
receipt of such notice or at any later time specified therein; and,
unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.  Vacancies created on the
Board of Directors shall be filled in accordance with the procedure set
forth in Article Eight of the Restated Certificate of Incorporation.

Section 3.3.  Place of Meetings.  Meetings of the Board of Directors
may be held at such place or places, within or without the State of
Oklahoma, as may be designated by the person or persons calling such
meetings.

Section 3.4.  Annual Meeting.  A meeting of the Board of Directors, to
be known as the annual meeting, shall be held following and on the same
day as the meeting of shareholders at which such Board of Directors is
elected.  This meeting shall be held for the purpose of electing the
officers of the Corporation and for transacting any other business that
may properly come before the meeting.  No notice of this annual meeting
other than these Bylaws shall be necessary in order to legally
constitute the meeting, provided a quorum shall be present.

Section 3.5.  Regular Meetings.  Regular meetings of the Board of
Directors shall be held at such times as the Chairman or the Board of
Directors may from time to time determine.

Section 3.6.  Special Meetings.  Special meetings of the Board of
Directors may be called by the Chairman and shall be called by the
Secretary at the request of any two directors, to be held at such time
and place, either within or without the State of Oklahoma, as shall be
designated by the call and specified in the notice of such meeting; and
notice thereof shall be given as provided in Section 3.7 of these
Bylaws.

Section 3.7.  Notice.  Except as otherwise prescribed by statute,
written notice of the time and place of each regular or special meeting
of the Board of Directors shall be given at least two days prior to the
time of holding the meeting.  Any director may waive notice of any
meeting.  The attendance of a director at any meeting shall constitute
a waiver of notice of such meeting, except where a director expressly
objects to the transaction of any business because the meeting is not
lawfully called or convened and such objection is made prior to the
transaction of such business.  Neither the business to be transacted
at, nor the purpose of, any special meeting of the Board of Directors
need be specified in any notice, or waiver of notice, of such special
meeting except that notice shall be given of any proposed amendment by
these Bylaws or with respect to any other matter where notice is
required by statute.  (See also Article IV).

Section 3.8.  Quorum.  At each meeting of the Board of Directors, the
presence of not less than a majority of the whole board shall be
necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the directors present at any
meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute
or the Corporation's Certificate of Incorporation or these Bylaws.  If
a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum
shall be present.

Section 3.9.  Committees of Directors.  The Board of Directors may, by
resolution passed by a majority of the whole board, designate one or
more committees, each committee to consist of two or more directors of
the Corporation, which, to the extent provided in the resolution, shall
have and may exercise the powers of the Board of Directors in the
management of the business or affairs of the Corporation and may
authorize the seal of the Corporation to be affixed to all papers which
may require it.  Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by
the Board of Directors.  The Board of Directors may designate one or
more directors as alternate members of any such committee, who may
replace any absent or disqualified member thereof.  Each committee
shall keep regular minutes of its meetings and report the same to the
Board of Directors when required by the Board.

Section 3.10.  Fees and Compensation of Directors.  Directors may
receive stated salary for their services as such; or, by resolution of
the Board of Directors, a fixed fee, with or without expenses of
attendance, may be allowed for attendance at each regular or special
meeting of the Board.  Members of the board shall be allowed their
reasonable traveling expenses when actually engaged in the business of
the Corporation, to be audited and allowed as in other cases of demands
against the Corporation.  Members of standing or special committees may
be allowed like fees and expenses for attending committee meetings.
Nothing herein contained shall be construed to preclude any director
from serving the Corporation in any other capacity and receiving
compensation therefor.

Section 3.11.  Action Without a Meeting.  Any action which might be
taken at a meeting of the Board of Directors may be taken without a
meeting if a record or memorandum thereof be made in writing and signed
by all the members of the board, and such writing is filed with the
minutes of the proceedings of the board.


                              ARTICLE IV

                               Notices

Section 4.1.  Manner of Notice.  Whenever under the provisions of the
statutes or the Corporation's Certificate of Incorporation or these
Bylaws notice is required to be given to any director, member of any
committee designated by the Board of Directors pursuant to authority
conferred by Section 3.9 of these Bylaws, or shareholder, it shall be
given in writing by depositing it, in a sealed envelope, in the mails,
postage prepaid, addressed (or by delivering it to a telegraph company,
charges prepaid, for transmission) to such director, member or
shareholder either at the address of such director, member or
shareholder as it appears on the books of the Corporation or, in the
case of such a director or member, at his business address; and such
notice shall be deemed to be given at the time when it is thus
deposited in the mails (or delivered to the telegraph company).

Section 4.2.  Waiver of Notice.  Whenever any notice is required to be
given under the provisions of the statutes or the Corporation's
Certificate of Incorporation or these Bylaws, a waiver thereof in
writing signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed
equivalent thereto.  Any shareholder or director who attends any
meeting, annual, regular or special, shall be conclusively presumed to
have waived notice thereof, except where such shareholder or director
expressly objects to the transaction of any business because the
meeting is not lawfully called or convened and such objection is made
prior to the transaction of such business.


                              ARTICLE V

                               Officers

Section 5.1.  Officers and Official Positions.  The Board of Directors
may elect a Chairman of the Board.  The office of Chairman of the Board
may be named Chairman if so designated by the Board of Directors.  The
Board may elect a President, one or more Vice Presidents, a Secretary,
a Treasurer, a Controller, such Assistant Secretaries, Assistant
Treasurers, and Assistant Controllers and such other officers as the
Board of Directors shall determine.  Any two or more offices may be
held by the same person.   None of the officers need be a director or
a shareholder of the Corporation or a resident of the State of
Oklahoma.

Section 5.2.  Election and Term of Office.  The officers of the
Corporation shall be elected annually by the Board of Directors at the
annual meeting of the Board.  If the election of officers shall not be
held at such meeting of the board, such election shall be held at a
regular or special meeting of the Board of Directors as soon thereafter
as may be convenient.  Each officer shall hold office until a successor
is chosen and qualified or until death, or until such officer shall
resign, or shall have been removed in the manner hereinafter provided.

Section 5.3.  Removal and Resignation.  Any officer may be removed,
either with or without cause, by a majority of the directors at the
time in office at any regular or special meeting of the Board; but such
removal shall be without prejudice to the contract rights, if any, of
such person so removed.  Any officer may resign at any time by giving
written notice to the Chairman or Secretary of the Corporation.  Any
such resignation shall take effect at the date of the receipt of such
notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

Section 5.4.  Vacancies.  A vacancy in any office because of death,
resignation, removal, or any other cause may be filled for the
unexpired portion of the term by the Board of Directors at any regular
or special meeting of the Board.

Section 5.5.  Chief Executive Officer.  If the Board of Directors has
elected a Chairman, it may designate the Chairman as the Chief
Executive Officer of the Corporation.  If no Chairman has been elected,
or in the Chairman's absence or inability to act or if no such
designation has been made by the Board of Directors, the President or
such other designee as the Board of Directors shall determine shall act
as the Chief Executive Officer of the Corporation.  The Chief Executive
Officer shall (i) have the overall supervision of the business of the
Corporation and shall direct the affairs and policies of the
Corporation, subject to any directions which may be given by the Board
of Directors, (ii) shall have authority to delegate special powers and
duties to specified officers, so long as such designations shall not be
inconsistent with the statutes or the Corporation's Certificate of
Incorporation or these Bylaws or action of the Board of Directors and
(iii) shall in general have all other powers and shall perform all
other duties incident to the chief executive officer of a corporation
and such other powers and duties as may be prescribed by the Board of
Directors from time to time.

The Chairman, if one has been elected, shall preside at all meetings of
the shareholders, and of the Board of Directors.  The Chairman may sign
with the Secretary or an Assistant Secretary, certificates for shares
of stock of the Corporation, the issuance of which shall have been duly
authorized by the Board of Directors.

Section 5.6.  President.  (a)  If the Board of Directors has elected a
Chairman and designated such officer as the Chief Executive Officer of
the Corporation, the President shall be subject to the control of the
Board of Directors and the Chairman, and shall have such powers and
perform such duties as from time to time may be assigned by the Board
of Directors or the Chairman.

    (b)  If the Board of Directors has not elected a Chairman, or, if
one has been elected and has not been designated the Chief Executive
Officer of the Corporation, then the President or such other person as
may be designated by the Board of Directors shall be the Chief
Executive Officer of the Corporation with the powers and duties
provided in Section 5.5 of these Bylaws.

    (c)  In any event, the President shall have power to execute, and
shall execute, deeds, mortgages, bonds, contracts or other instruments
of the corporation except where required or permitted by law to be
otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.  The
President may sign with the Secretary or an Assistant Secretary,
certificates for shares of stock of the Corporation, the issuance of
which shall have been duly authorized by the Board of Directors, and
shall vote, or give a proxy to any other person to vote, all shares of
stock of any other corporation standing in the name of the Corporation.

Section 5.7.  Vice Presidents.  In the absence of the President, or in
the event of his inability or refusal to act, the Vice President
designated by the Board of Directors or the Chief Executive Officer,
shall perform all duties of the President and, when so acting, shall
have all the powers of, and be subject to all the restrictions upon,
the President.  The Vice Presidents shall have such other powers and
perform such other duties, not inconsistent with the statutes or the
Corporation's Certificate of Incorporation or these Bylaws or action of
the Board of Directors, as from time to time may be prescribed for
them, respectively, by the Chief Executive Officer.  The Board of
Directors may, from time to time, designate certain of the Vice
Presidents as Executive Vice Presidents, Senior Vice Presidents, Vice
Presidents, Assistant Vice Presidents or such other designation as the
Board of Directors deems appropriate.  The duties and areas of
responsibility of the various Vice Presidents shall be determined by
the Chairman and the Board of Directors, to the extent not inconsistent
with applicable statutes or these Bylaws.

Section 5.8.  Secretary.  The Secretary shall:  (a) keep the minutes of
the meetings of the shareholders, the Board of Directors and committees
of directors, in one or more books provided for that purpose;  (b) see
that all notices are duly given in accordance with the provisions of
these Bylaws or as required by law;  (c) have charge of the corporate
records and of the seal of the Corporation;  (d) affix the seal of the
Corporation or a facsimile thereof, or cause it to be affixed, to all
certificates for shares prior to the issuance thereof and to all
documents the execution of which on behalf of the Corporation under its
seal is duly authorized by the Board of Directors or otherwise in
accordance with the provisions of these Bylaws;  (e) keep a register of
the post office address of each shareholder, director and committee
member, which shall from time to time be furnished to the Secretary by
such shareholder, director or member;  (f) sign with the Chairman or
President certificates for shares of stock of the Corporation, the
issuance of which shall have been duly authorized by resolution of the
Board of Directors;  (g) have general charge of the stock transfer
books of the Corporation; and (h) in general, perform all duties
incident to the office of Secretary and such other duties as from time
to time may be assigned by the Chairman, the President or by the Board
of Directors.  The Secretary may delegate such details of the
performance of duties of the office of Secretary as may be appropriate
in the exercise of reasonable care to one or more persons, but shall
not thereby be relieved of responsibility for the performance of such
duties.

Section 5.9.  Chief Financial Officer.  The Chief Financial Officer
shall be a Vice President, elected and designated as Chief Financial
Officer, who shall:  (a) be responsible to the Board of Directors for
the receipt, custody and disbursement of all funds and securities of
the Corporation; (b) receive and give receipts for moneys due and
payable to the Corporation from any source whatsoever and deposit all
such moneys in the name of the Corporation in such banks, trust
companies or other depositories as shall from time to time be selected
in accordance with the provisions of Section 6.4 of these Bylaws;  (c)
disburse the funds of the Corporation as ordered by the Board of
Directors or the Chief Executive Officer or as required in the ordinary
conduct of the business of the Corporation;  (d) render to the Chief
Executive Officer or the Board of Directors, upon request, an account
of all transactions as Chief Financial Officer and on the financial
condition of the Corporation; and (e) in general, perform all the
duties incident to the office of Chief Financial Officer and such other
duties as from time to time may be assigned by the Chairman, the
President, the Board of Directors or these Bylaws.  In the event there
be no Chief Financial Officer, the Board of Directors may designate any
officer to perform the duties of the Chief Financial Officer.

Section 5.10.  Treasurer.  The Treasurer shall have such duties and
responsibilities as may, from time to time, be designated by the Board
of Directors, the Chairman and the Chief Financial Officer.

Section 5.11.  Controller.  The Controller shall be the chief
accounting officer of the Corporation, and shall be responsible to the
Board of Directors and the Chief Financial Officer for internal
accounting and control of the books and records of the Corporation.
Such responsibility includes preparation of all financial reports, tax
returns and such other duties as may be assigned by the Board of
Directors or the Chief Financial Officer.


                              ARTICLE VI

              Contracts, Borrowings, Checks and Deposits

Section 6.1.  Contracts and Other Instruments.  The Board of Directors
may authorize any officer or officers, agent or agents, to enter into
any contract or execute and deliver any instrument in the name of and
on behalf of the Corporation, and such authority may be general or
confined to specific instances.

Section 6.2.  Borrowings.  No borrowings shall be contracted on behalf
of the corporation, or any division thereof, and no evidence of
indebtedness shall be issued in the name of the Corporation, unless
authorized by a resolution of the Board of Directors.  Such authority
may be general or confined to specific instances.

Section 6.3.  Checks, Drafts, etc.  All checks, demands, drafts or
other orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation, shall be signed by
such officer or officers, agent or agents of the Corporation, and in
such manner, as shall from time to time be determined by the Board of
Directors.

Section 6.4.  Deposits.  All funds of the Corporation, not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the
Chief Financial Officer or Treasurer may select.

Section 6.5.  Investments.  The Board of Directors may authorize any
officer or officers, agent or agents of the Corporation, to invest the
funds of the Corporation in obligations of the Federal government or
any agency thereof or of any state government or any agency thereof,
commercial paper, real estate, equity securities or debt obligations of
any other corporation and such other investments as the Board of
Directors may approve, and such authority may be general or confined to
specific instances.


                             ARTICLE VII

               Certificates of Stock and Their Transfer

Section 7.1.  Certificates of Stock.  The certificates of stock of the
Corporation shall be in such form as may be determined by the Board of
Directors, shall be numbered and shall be entered in the books of the
Corporation as they are issued.  They shall exhibit the name of the
Corporation, the state of incorporation, the name of the registered
holder, the number of shares and the par value thereof and shall be
signed by the Chairman or President and by the Secretary or an
Assistant Secretary.  The signature of any such officer may be
facsimile.  In case any such officer who shall have signed or whose
facsimile signature has thus been used on any such certificate shall
cease to be such officer, whether because of death, resignation or
otherwise, before such certificate has been delivered by the
Corporation, such certificate may nevertheless be delivered by the
Corporation, as though the person whose facsimile signature has been
used thereon had not ceased to be such officer.  All certificates
properly surrendered to the Corporation for transfer shall be cancelled
and no new certificate shall be issued to evidence transferred shares
until the former certificate for at least a like number of shares shall
have been surrendered and cancelled and the Corporation reimbursed for
any applicable taxes on the transfer, except that in the case of a
lost, destroyed or mutilated certificate a new one may be issued
therefor upon such terms, and with such indemnity (if any) to the
Corporation, as the Board of Directors may prescribe specifically or in
general terms or by delegation to a transfer agent for the Corporation.
(See Section 7.2.)

Section 7.2.  Lost or Destroyed Certificates.  The Board of Directors
in individual cases, or by general resolution or by delegation to a
transfer agent, may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued
by the Corporation alleged to have been lost or destroyed, upon the
making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed.  When authorizing such
issue of a new certificate or certificates, the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost or destroyed certificates, or his legal
representative, to advertise the same in such manner as it shall
require and/or give the Corporation a bond in such sum as it may direct
as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost or destroyed.

Section 7.3.  Transfers of Stock.  Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, and upon payment of applicable taxes with
respect to such transfer, it shall be the duty of the Corporation,
subject to such rules and regulations as the Board of Directors may
from time to time deem advisable concerning the transfer and
registration of certificates for shares of stock of the Corporation, to
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.  Transfers of
shares shall be made only on the books of the Corporation on behalf of
the registered holder thereof or by his attorney or successor duly
authorized as evidenced by documents filed with the Secretary or
transfer agent of the Corporation.

Section 7.4.  Stockholders of Record.  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 notwithstanding any express or other notice thereof, except as
otherwise provided by the laws of Oklahoma.


                             ARTICLE VIII

                          General Provisions

Section 8.1.  Fiscal Year.  The fiscal year of the Corporation shall be
the 52 or 53 week period ending on the last Saturday in December in
each year and beginning on the following Sunday.

Section 8.2.  Seal.  The corporate seal shall have inscribed thereon
the name of the Corporation, and the words "Corporate Seal" and
"Oklahoma" or an abbreviation thereof; and it shall otherwise be in the
form approved by the Board of Directors.  Such seal may be used by
causing it, or a facsimile thereof, to be impressed or affixed or
otherwise reproduced.

Section 8.3.  Indemnification.  (a)  The Corporation shall indemnify
any  director or officer of the Corporation who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a
director or officer of the Corporation or is or was serving at the
request of the Corporation as a director or officer of another
corporation, partnership, joint venture or other enterprise against
expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such
action, suit or proceeding if the director or officer acted in good
faith and in a manner reasonably believed to be in or not opposed to
the best interest of the Corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that such
conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the
Corporation and with respect to any criminal action or proceeding have
reasonable cause to believe that such conduct was unlawful.

    (b)  The Corporation shall indemnify any director or officer of the
Corporation who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason
of the fact that such person is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as
a director or officer of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including
attorney's fees) actually and reasonably incurred in connection with
the defense or settlement of such action or suit if the director or
officer acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interest of the Corporation; except that
no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in performance of duty to the Corporation
unless and only to the extent that the court in which such action or
suit was brought shall determine, upon application, that despite the
adjudication of liability, but in the view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity
for such expenses which the court shall deem proper.

    (c)  Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay such
amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized herein.

    (d)  The Corporation may purchase (upon resolution duly adopted by
the Board of Directors) and maintain insurance on behalf of any person
who is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and
incurred in any such capacity, or arising out of the status as such,
whether or not the Corporation would have the power to indemnify the
director or officer against such liability.

    (e)  To the extent that a director or officer of the Corporation
has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to herein or in defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred in connection therewith.

    (f)  Every director or officer shall be entitled, without demand
upon the Corporation or any action by the Corporation, to enforce such
person's right to such indemnity in an action at law against the
Corporation.  The right of indemnification hereinabove provided shall
not be deemed exclusive of any rights to which any such person may now
or hereafter be otherwise entitled and specifically, without limiting
the generality of the foregoing, shall not be deemed exclusive of any
rights pursuant to statute or otherwise, of any such person in any such
action, suit or proceeding to have assessed or allowed against the
Corporation or otherwise, costs and expenses incurred therein or in
connection therewith or any part thereof.

    (g)  Any indemnification hereinabove provided, unless ordered by a
court, shall be made by the Corporation only as authorized in a
specific case because the Corporation has determined that the
indemnitee has met the requisite standards of conduct as set forth in
sub-sections (a) and (b) above.  Such determination is to be made by
the Board of Directors by majority vote of a quorum consisting of
directors who are not parties to such action, suit or proceeding; or if
such a quorum is not obtainable, or even if obtainable should a quorum
of disinterested directors so direct, by independent legal counsel in
a written opinion; or by the shareholders.


                              ARTICLE IX

                              Amendments

Section 9.1.  In General.  Any provision of these Bylaws may be
altered, amended or repealed from time to time by the affirmative vote
of a majority of the stock having voting power present in person or by
proxy at any annual or special meeting of shareholders at which a
quorum is present, if notice of the proposed alteration, amendment or
repeal is contained in the notice of such meeting, or by the
affirmative vote of a majority of the directors then qualified and
acting at any meeting of the Board at which a quorum is present, if
notice of the proposed alteration, amendment or repeal has been given
to each director.


                              ARTICLE X

                      Shareholders' Rights Plan

Section 10.1 Minimum Requirements.  The Corporation shall not adopt or
maintain a poison pill, shareholder rights plan, rights agreement or
any other form of "poison pill" which is designed to or has the effect
of making acquisition of large holdings of the Corporations's shares of
stock more difficult or expensive (such as the 1986 "Rights
Agreement"), unless such a plan is first approved by A MAJORITY
shareholder vote.  The company shall redeem any such rights now in
effect.  The affirmative vote of a majority of shares voted shall
suffice to approve such a plan.

Section 10.2 Effective Immediately.  The article shall be effective
immediately and automatically as of the date it is approved by the
affirmative vote of the holders of a majority of the shares, present in
person or by proxy at a regular or special meeting of the shareholders.

Section 10.3  Amendment.  Notwithstanding any other provision of these
bylaws, this Article may not be amended, altered, deleted or modified
in any way by the Board of Directors without prior shareholder
approval.