<PAGE>
                                                                 
                                                    EXHIBIT 3 (b)
                                                                 
                                

                             BYLAWS
                                
                               OF
                                
                ST. JOSEPH LIGHT & POWER COMPANY
                                
                                
                           ARTICLE I.
                                
                            OFFICES.
                                
     SECTION 1.   The principal office of the corporation in the
State of Missouri and the registered office required by The
General and Business Corporation Act of Missouri shall be in the
City of St. Joseph, but the address of such offices need not be
identical.  The address of the principal office or the registered
office in the City of St. Joseph may be changed from time to time
by the board of directors.

     SECTION 2.   The corporation may have such other offices,
either within or without the State of Missouri, as the board of
directors may from time to time determine or the business of the
corporation may require.


                           ARTICLE II.
                                
                          SHAREHOLDERS
                                
     SECTION 1.   An annual meeting of the shareholders shall be
held at the principal office of the corporation in the City of
St. Joseph, Missouri, or at such other place in such municipality
as may be designated from time to time by the board of directors
and stated in the notice of meeting, on the third Wednesday in
May in each year at nine o'clock in the forenoon, at which
meeting the shareholders shall elect a board of directors and
transact such other business as may properly be brought before
the meeting.  If the day fixed for the annual meeting of
shareholders shall be a legal holiday in the State of Missouri,
such meeting shall be held at the same time and place on the next
succeeding business day.

     For business to be properly brought before the meeting, it
must be:  (i) authorized by the board of directors and specified
in the notice, or a supplemental notice, of the meeting, (ii)
otherwise brought before the meeting by or at the direction of
the board of directors or the chairman of the meeting, or (iii)
otherwise properly brought before the meeting by a shareholder.
For business to be properly brought before an annual meeting by a
shareholder, written notice thereof must have been delivered
personally to or otherwise received by the Secretary of the
corporation at least thirty (30) days but no more than ninety
(90) days prior to the anniversary date of the record date for
determination of shareholders entitled to vote in the immediately
preceding Annual Meeting of Shareholders.  A shareholder's notice
to the Secretary of the corporation shall set forth as to each
item of business the shareholder proposes to bring before the
meeting (1) a brief description of such item and the

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reasons for conducting such business at the meeting, (2) the name
and address, as they appear on the corporation's records, of the
shareholder proposing such business, (3) the class and number of
shares of stock of the corporation which are beneficially owned
by the shareholder (for purposes of the regulations under
Sections 13 and 14 of the Securities Exchange Act of 1934, as
amended), and (4) any material interest of the shareholder in
such business.  No business shall be conducted at any annual
meeting except in accordance with the procedures set forth in
this Section 1.  The chairman of the meeting at which any
business is proposed by a shareholder shall, if the facts
warrant, determine and declare to the meeting that such business
was not properly brought before the meeting in accordance with
the provisions of this Section 1, and, in such event, the
business not properly before the meeting shall not be transacted.

     SECTION 2.   Special meetings of the shareholders may be
called by the president or by a majority of the members of the
board of directors at the time in office.  The board of directors
may by resolution designate any place, either within or without
the State of Missouri, as the place of meeting for any special
meeting of shareholders called by the board of directors.  If no
other place is designated by the board of directors, and except
as otherwise provided in Section 4 of this Article II, special
meetings of the shareholders shall be held at the principal
office of the corporation in the City of St. Joseph, Missouri.

     SECTION 3.   Written or printed notice of each meeting of
shareholders stating the place, day and hour of the meeting, and,
in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered or given not less than
ten nor more than seventy days before the date of the meeting,
either personally or by mail, by or at the direction of the
president, or the secretary, or the directors or shareholders
calling the meeting, to each shareholder of record entitled to
vote at such meeting.  Any notice of a shareholders' meeting sent
by mail shall be deemed to be delivered when deposited in the
United States mail with postage thereon prepaid, addressed to the
shareholder at his address as it appears on the records of the
corporation.

     SECTION 4.   Meetings of the shareholders of the corporation
may be held without notice at any time and place, either within
or without the State of Missouri, if all shareholders entitled to
vote at any such meeting shall have waived notice thereof or
shall be present in person or represented by proxy, and any
action required to be taken by shareholders may be taken at any
such meeting.

     SECTION 5.   At least ten days before each meeting of
shareholders, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order with the
address and number of shares held by each, shall be prepared by
the secretary.  Such list shall be kept on file at the registered
office of the corporation and shall be subject to inspection by
any shareholder at any time during usual business hours for a
period of at least ten days immediately prior to the meeting, and
shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting.  The original share ledger
or transfer book, or a duplicate thereof kept in the State of
Missouri, shall be prima facie

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evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting
of shareholders.

     SECTION 6.   Except as otherwise provided by law or the
articles of incorporation, a majority of the outstanding shares
entitled to vote at any meeting, represented in person or by
proxy, shall constitute a quorum for the transaction of business
at any meeting of shareholders, but less than such quorum shall
have the right successively to adjourn the meeting to a specified
date not longer than ninety days after such adjournment.  The
time and place of any such adjournment shall be publicly
announced at the meeting, and no notice thereof need be given to
shareholders not present at the meeting.  At any such adjourned
meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at
the meeting as originally notified.

     SECTION 7.   Shareholders entitled to vote at any meeting of
shareholders may vote either in person or by proxy duly
authorized in accordance with Section 351.245 (5) of the Missouri
General and Business Corporation Law.  No proxy shall be valid
after eleven months from the date of its execution, unless
otherwise provided in the proxy.  Each outstanding share entitled
to vote under the provisions of the articles of incorporation
shall be entitled to one vote on each matter submitted to a vote
at a meeting of shareholders.  In accordance with Section
351.245(3) of the Missouri General and Business Corporation Law,
cumulative voting in the election of directors is expressly
denied.

     SECTION 8.   Upon demand of any shareholder entitled to
vote, the vote on any question before the meeting shall be by
ballot.  In all matters, every decision of a majority of shares
entitled to vote on the subject matter and represented in person
or by proxy at a meeting at which a quorum is present shall be
valid as an act of the shareholders, unless otherwise provided by
law or the articles of incorporation.

     SECTION 9.   Unless otherwise provided by law or the
articles of incorporation, any action required to be taken by the
shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect to the
subject matter thereof.

     SECTION 10.  The president of the corporation shall call
meetings of the shareholders to order and shall act as chairman
thereof.  In the absence of the president, the shareholders
present at the meeting shall elect a chairman who shall be either
a shareholder or a proxy of a shareholder.  The secretary of the
corporation shall act as secretary at all meetings of
shareholders.  In the absence of the secretary, the chairman may
appoint any person to act as secretary of the meeting.


                          ARTICLE III.
                                
                       BOARD OF DIRECTORS.
                                
     SECTION 1.   The property and business of the corporation
shall be controlled and managed by a board of directors, which
may exercise all such powers of the corporation and do all such
lawful acts and things as

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are not by law or by its articles of incorporation or by these
bylaws directed or required to be exercised or done by its
shareholders.

     SECTION 2.   The board of directors shall consist of nine
directors who shall be elected by ballot at the annual meeting of
shareholders.  Except as otherwise provided in the Articles of
Incorporation, each director shall hold office for a three-year
term and until his successor shall be elected and shall qualify.
Directors need not be shareholders of the corporation, but not
less than one member of the board of directors shall be a citizen
and resident of the State of Missouri.

     Nominations for the election of directors may be made by the
Board of Directors or a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election
of directors at the particular meeting at which the nomination is
to occur.  However, any stockholder entitled to vote at such
meeting may nominate one or more persons for election as
directors only in person or by proxy at such meeting and only if
written notice of such stockholder's intent to make such
nomination or nominations has been delivered personally to or
otherwise received by the Secretary of the corporation at least
thirty (30) days but no more than ninety (90) days prior to the
anniversary date of the record date for determination of
stockholders entitled to vote in the immediately preceding Annual
Meeting of Stockholders.  Each such notice shall contain a
representation that:  (i) the stockholder is, and will be on the
record date, a beneficial owner or a holder of record of stock of
the corporation entitled to vote at such meeting; (ii) the
stockholder has, and will have on the record date, full voting
power with respect to such shares; and (iii) the stockholder
intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice.
Additionally, each such notice shall set forth:  (a) the name and
address of the stockholder who intends to make the nomination and
of the person or persons to be nominated; (b) a description of
all arrangements or understandings between the stockholder and
each proposed nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (c) the number and
kinds of securities of the corporation held beneficially or of
record by each proposed nominee; (d) such other information
regarding each proposed nominee as would be required to be
included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission for the initial
election of such proposed nominee for director; and (e) the
consent of each proposed nominee to serve as a director if so
elected.  The presiding officer of the meeting may refuse to
acknowledge the nomination of any person if any of the
information supplied is false or misleading or if any of the
foregoing requirements are not satisfied.

     SECTION 3.   If a vacancy or vacancies in the board of
directors shall occur by reason of death, resignation or
otherwise, a majority of the remaining directors may elect a
director or directors to fill such vacancy or vacancies.  Such
director shall serve for the remainder of the term of the
replaced director.  A director may resign at any time and the
acceptance of his resignation shall not be required in order to
make it effective.

     SECTION 4.   The board of directors shall hold regular
bimonthly

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meetings (a) either within or without the State of Missouri on
the third Wednesday in the months of January, March, May, July,
September and November in each year, unless such day shall be a
legal holiday, in which case the meeting shall be held on the
next succeeding business day or (b) at such time and place as the
board of directors shall by resolution from time to time
determine; and that each of said meetings shall be held at such
time and place as shall be designated in the official notice of
such meeting.

     SECTION 5.   Special meetings of the board of directors may
be called by or at the request of the president or any three
members of the board of directors.  The person or persons
authorized to call a special meeting of the board of directors
shall fix the place, which may be either within or without the
State of Missouri, where such meeting shall be held.

     SECTION 6.   Notice of every meeting of the board of
directors shall be given by the secretary or an assistant
secretary at least five days prior to the date thereof.  Such
notice may be delivered personally or may be given by mail or
telegram addressed to the business or residence address of the
director notified.  Any notice sent by mail shall be deemed to be
given when deposited in the United States mail in a sealed
envelope so addressed with postage thereon prepaid.  Any notice
given by telegram shall be deemed to be given when the telegram
containing the notice is delivered to the telegraph company.  The
time and place, and in the case of a special meeting the purpose
thereof, shall be stated in the notice of each meeting of the
board of directors.

     SECTION 7.   Any director may waive notice of any meeting of
the board of directors, and in case of such waiver by all the
directors, no notice need be given.  The attendance of any
director at any meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.

     SECTION 8.   A majority of the full board of directors shall
constitute a quorum for the transaction of business at any
meeting of the board of directors, provided, that if less than a
majority of the directors are present, a majority of the
directors present may adjourn the meeting from time to time
without further notice until a quorum is present.  The act of a
majority of the directors present at any meeting at which a
quorum is present shall be the act of the board of directors.

     SECTION 9.   By resolution of the board of directors, an
attendance fee may be allowed for each meeting of the board at
which a director is present plus reimbursement for his traveling
expenses and an additional fee may be allowed each director who
is not a salaried officer of the Company.

     SECTION 10.  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, all powers 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; but no such committee

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shall have the power or authority to amend the articles of
incorporation of the corporation, adopt an agreement of merger or
consolidation, recommend to the shareholders the sale, lease or
exchange of all or substantially all of the corporation's
property or assets, recommend to the shareholders a dissolution
of the corporation or the revocation of a dissolution, or amend
the bylaws of the corporation; and, unless the resolution, bylaws
or articles of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend
or to authorize the issuance of stock. 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.  In the
absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting
are not disqualified from voting, whether or not he or they
constitute a quorum.  Each committee shall keep regular minutes
of its meetings and report the same to the board of directors
when required.

     SECTION 11.  Unless otherwise restricted by the articles 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 of directors or such committee, as the case may be,
consent thereto in writing (which may be in counterparts), and
the written consent or consents are filed with the minutes of
proceedings of the board of directors or such committee.


                           ARTICLE IV.
                                
                            OFFICERS.
                                
     SECTION 1.   The officers of the corporation shall include a
president, one or more vice presidents, a secretary, one or more
assistant secretaries, a treasurer and one or more assistant
treasurers, all of whom shall be chosen by the board of
directors.  The president shall be a member of the board of
directors.  Any two or more offices may be held by the same
person, except the offices of president and secretary.  The board
of directors may designate and appoint any vice president as
executive vice president.

     SECTION 2.   The officers of the corporation shall be
elected annually by the board of directors at the first meeting
of the board held after each annual meeting of the shareholders.

     SECTION 3.   The board of directors may from time to time
appoint such other officers as it shall deem necessary, who shall
hold their offices for such terms and shall exercise such powers
and perform such duties as the board of directors or the
president may from time to time determine.

     SECTION 4.   The officers of the corporation shall hold
office until their successors shall have been chosen and shall
have qualified. Any officer or agent of the corporation may be
removed at any time by the affirmative vote of a majority of the
whole board of directors.  If the

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office of any officer becomes vacant for any reason, or if any
new office shall be created, such office may be filled at any
meeting of the board of directors.

     SECTION 5.   The salaries of all officers shall be fixed by
the board of directors.


                           ARTICLE V.
                                
                 POWERS AND DUTIES OF OFFICERS.
                                
     SECTION 1.   The president shall be the chief executive
officer of the corporation.  He shall preside at all meetings of
the shareholders and at all meetings of the board of directors.
He shall have general and active management of the business and
affairs of the corporation, subject, however, to the authority of
the board of directors and its right to delegate any specific
power to any other officer or officers of the corporation.  The
president shall see that all orders and resolutions of the board
of directors are carried into effect.

     SECTION 2.   Any vice president designated and appointed by
the board of directors as executive vice president shall, in the
absence or disability or the president, perform and be vested
with all of the president's duties and powers.  He shall also
perform such of the duties and exercise such of the powers of the
president as shall be assigned to him from time to time by the
board of directors or the president, and shall perform such other
duties as the board of directors or the president may from time
to time prescribe.

     SECTION 3.   The vice presidents, other than any one of
their number who may be designated and appointed by the board of
directors as executive vice president, shall perform such of the
duties and exercise such of the powers of the president as shall
be assigned to them from time to time by the board of directors
or the president, and shall perform such other duties as the
board of directors or the president may from time to time
prescribe.

     SECTION 4.   The secretary shall attend all meetings of the
shareholders and of the board of directors and shall keep the
minutes of such meetings.  He shall perform like duties for the
standing committees of the board of directors when required.  He
shall give, or cause to be given, notice of all meetings of the
shareholders and of the board of directors, and shall perform
such other duties as may be prescribed by the board of directors
or the president.  He shall be the custodian of the seal of the
corporation and shall see that the seal is affixed to any
instrument requiring the same.  He shall, in general, perform all
duties incident to the office of secretary.

     SECTION 5.   The assistant secretaries shall perform such of
the duties and exercise such of the powers of the secretary as
shall be assigned to them from time to time by the board of
directors or the president or the secretary, and shall perform
such other duties as the board of directors or the president may
from time to time prescribe. The assistant secretaries shall act
for and in the place of the secretary in

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case of his disability or absence.

     SECTION 6.   The treasurer shall have charge and custody of
all funds and securities of the corporation.  He is authorized to
collect and receive all moneys due the corporation and to receipt
therefore, and to endorse all checks, drafts, vouchers or other
instruments for the payment of money payable to the corporation
when necessary or proper, and he may endorse all commercial
documents for or on behalf of the corporation.  He shall deposit
all funds of the corporation in the name of and to the credit of
the corporation in such depositaries, and subject to withdrawal
in such manner and by such persons, as the board of directors may
from time to time designate.  Except as otherwise provided by the
board of directors, the treasurer shall, when necessary and
proper, disburse the funds of the corporation, taking proper
vouchers for such disbursements.  He shall cause to be kept in
his office true and full accounts of all receipts and
disbursements, and shall render to the board of directors and the
president, whenever they may require it, an account of all his
transactions as treasurer and of the financial condition of the
corporation.  He shall also perform such other duties as may be
prescribed by the board of directors or the president.  He shall,
in general, perform all duties usually incident to the office of
the treasurer.

     SECTION 7.   The assistant treasurers shall perform such of
the duties and exercise such of the powers of the treasurer as
shall be assigned to them from time to time by the board of
directors or the president or the treasurer, and shall perform
such other duties as the board of directors or the president may
from time to time prescribe. The assistant treasurers shall act
for and in the place of the treasurer in case of his disability
or absence.


                           ARTICLE VI.
                                
      INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES.
                                
     SECTION 1.   The corporation shall indemnify any person 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 he is or was a director, officer or employee of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to

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believe his 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 which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

     SECTION 2.   The corporation shall indemnify any person 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 he is or was a director, officer or
employee of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against expenses, including attorneys' fees, and
amounts paid in settlement actually and reasonably incurred by
him in connection with the defense or settlement of the action or
suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests 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 the performance of his duty to the corporation
unless and only to the extent that the court in which the action
or suit was brought determines upon application that, despite the
adjudication of liability and in view of all the circumstances of
the case, the person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

     SECTION 3.   Any indemnification under Sections 1 and 2
above, unless ordered by a court, shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer or
employee is proper in the circumstances because he has met the
applicable standard of conduct set forth in these sections and
the applicable law.  The determination shall be made by the board
of directors by a majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding,
or if such a quorum is not obtainable, or even if obtainable a
quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or by the shareholders.

     SECTION 4.   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 the action,
suit or proceeding as authorized by the board of directors in the
specific case upon receipt of an undertaking by or on behalf of
the director, officer or employee to repay such amount unless it
shall ultimately be determined that he is entitled to be
indemnified by the corporation.

     SECTION 5.   The indemnification provided by this Article VI
shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under the articles of
incorporation or bylaws or any agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer or employee and shall inure to
the benefit of the heirs, executors and administrators of such a
person.

     SECTION 6.   The corporation shall have the power to give
any further indemnity, in addition to the indemnity authorized or
contemplated under other sections hereof, including section 5, to
any person who is or

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was a director, officer or employee of the corporation, or to any
person who is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, provided
such further indemnity is either (i) authorized, directed or
provided for in the articles of incorporation of the corporation
or any duly adopted amendment thereof or (ii) is authorized,
directed or provided for in any bylaw or agreement of the
corporation which has been adopted by a vote of the shareholders
of the corporation, and provided further that no such indemnity
shall indemnify any person from or on account of such person's
conduct which was finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct.
Nothing in this section shall be deemed to limit the power of the
corporation under section 5 of this section to enact bylaws or to
enter into agreements without shareholder adoption of the same.

     SECTION 7.   The corporation shall, if available and at a
reasonable cost, purchase and maintain insurance on behalf of any
person who is or was a director, officer or employee of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against such liability.


                          ARTICLE VII.
                                
                             SHARES.
                                
     SECTION 1.   The shares of the corporation shall be
represented by certificates which, unless otherwise ordered by
the board of directors, shall be signed by the president or a
vice president and by the secretary or an assistant secretary or
the treasurer or an assistant treasurer and sealed with the seal
of the corporation.  Any or all the signatures on the certificate
may be by facsimile and the seal may be facsimile, engraved or
printed.  In case any such officer who has signed or whose
facsimile signature has been placed upon such certificate shall
have ceased to be such officer before such certificate is issued,
such certificate may nevertheless be issued by the corporation
with the same effect as if such officer had not ceased to be such
officer at the date of its issue.

     SECTION 2.   Transfers of stock shall be made on the books
of the corporation only by the person in whose name such stock is
registered or by his attorney lawfully constituted in writing,
and unless otherwise authorized by the board of directors only on
surrender and cancellation of the certificate transferred.  No
certificate shall be issued to a transferee until the transfer
has been made on the books of the corporation.

     SECTION 3.   The corporation shall be entitled to treat the
person in whose name any share of the corporation is registered
as the owner thereof, for all purposes, and shall not be bound to
recognize any equitable or other claim to or interest in such
share on the part of any

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other person, whether or not it shall have notice thereof, except
as otherwise expressly provided by the laws of Missouri.

     SECTION 4.   The board of directors may appoint such
transfer agent or agents and such registrar or registrars for the
shares of the corporation, either within or without the State of
Missouri, as said board may from time to time determine.

     SECTION 5.   In case of the loss or destruction of any
certificate for shares of the corporation, a new certificate may
be issued in lieu thereof under such regulations and restrictions
as the board of directors may from time to time prescribe, upon
the shareholder furnishing such proof of loss or destruction and
giving such security as the board of directors may require.


                          ARTICLE VIII.
                                
                   CLOSING OF TRANSFER BOOKS.
                                
     SECTION 1.   The board of directors shall have power to
close the transfer books of the corporation for a period not
exceeding seventy days preceding the date of any meeting of
shareholders, or the date for payment of any dividend, or the
date for the allotment of rights, or the date when any change or
conversion or exchange of shares shall go into effect, or for a
period not exceeding seventy days in connection with obtaining
the consent of shareholders for any purpose; provided, however,
that in lieu of closing the transfer books as aforesaid, the
board of directors may fix in advance a date not exceeding
seventy days preceding the date of any meeting of shareholders or
the date for the payment of any dividend or the date for the
allotment of rights, or the date when any change or conversion or
exchange of shares shall go into effect, or a date fixed in
connection with obtaining such consent, as a record date for the
determination of the shareholders entitled to notice of, and to
vote at, any such meeting and any adjournment or postponement
thereof, or entitled to receive payment of any such dividend, or
to receive any such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of
shares, or to give such consent, and in such case such
shareholders and only such shareholders as shall be shareholders
of record on the date of closing the transfer books or on the
record date so fixed shall be entitled to notice of, and to vote
at, such meeting and any adjournment or postponement thereof, or
to receive payment of such dividend, or to receive such allotment
of rights or to exercise such rights, or to give such consent, as
the case may be, notwithstanding any transfer of any shares on
the books of the corporation after any such record date fixed as
aforesaid.

     SECTION 2.   If the board of directors shall not have closed
the transfer books or set a record date for the determination of
shareholders entitled to vote as in Section 1 of this Article
VIII provided, only the shareholders who are shareholders of
record at the close of business on the twentieth day preceding
the date of the meeting shall be entitled to notice of, and to
vote at, the meeting, and any adjournment or postponement of the
meeting.

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                           ARTICLE IX.
                                
                       GENERAL PROVISIONS.
                                
     SECTION 1.   The president, vice presidents and any other
person duly authorized by resolution of the board of directors
shall severally have power to execute on behalf of the
corporation any deed, bond, indenture, certificate, note,
contract or other instrument authorized or approved by the board
of directors.

     SECTION 2.   The fiscal year of the corporation shall be the
calendar year.

     SECTION 3.   As soon as practicable after the close of each
fiscal year, the board of directors shall cause a report of the
business and affairs of the corporation to be made to its
shareholders.

     SECTION 4.   The corporation shall have a corporate seal
with the name of the corporation enclosed in a circle and the
word "Seal" within the space thus enclosed.  The corporate seal
may be used by causing it or a facsimile thereof to be impressed
or affixed or in any manner reproduced.

     SECTION 5.   The board of directors may in its discretion
require from any officer or employee a bond for the faithful
performance of his duties.  Any such bond shall be in such sum
and with such surety or sureties as shall be satisfactory to the
board of directors.

     SECTION 6.   Unless otherwise ordered by the board of
directors, the president or any vice president of the corporation
(1) shall have full power and authority to act and vote, in the
name and on behalf of this corporation, at any meeting of
shareholders of any corporation in which this corporation may
hold shares, and at any such meeting shall possess and may
exercise any and all of the rights and powers incident to the
ownership of such shares, and (2) shall have full power and
authority to execute, in the name and on behalf of this
corporation, proxies authorizing any suitable person or persons
to act and to vote at any meeting of shareholders of any
corporation in which this corporation may hold shares, and at any
such meeting the person or persons so designated shall possess
and may exercise any and all of the rights and powers incident to
the ownership of such shares.

     SECTION 7.   Whenever any notice is required to be given
under the provisions of the statutes of the State of Missouri, or
of the articles of incorporation, or of these bylaws, a waiver
thereof in writing signed by the person or persons entitled to
such notice, whether before, at or after the time stated therein,
shall be deemed equivalent to the giving of such notice.


                           ARTICLE X.
                                
                           AMENDMENTS.
                                
     These bylaws may be amended, altered or repealed, and new
bylaws may

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<PAGE>

be adopted at any regular or special meeting of the board of
directors at which a majority of the board of directors is
present, provided that such amendment, alteration or repeal, or
adoption of new bylaws, shall require the affirmative vote of a
majority of the members of the board of directors at the time in
office, except with respect to (i) Article II, Section 1
providing for shareholder proposals; and (ii) Article III,
Section 2 providing for shareholder nominations for director,
each of which shall require the affirmative vote of two-thirds of
the members of the Board of Directors at the time in office.

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