U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                               Form 10-KSB

(Mark One)
 ..X...Annual report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required] for the fiscal year ended August
31, 1997.

Commission File No:   0-21847

                 BOULDER CAPITAL OPPORTUNITIES II, INC.
                 (Name of small business in its charter)

Colorado                                     84-1356898
(State or other jurisdiction                 (IRS Employer
of Incorporation)                            Identification No.)


4750 Table Mesa Drive
Boulder, Colorado                                          80303
(Address of Principal Office)                                Zip Code

Issuer's telephone number:    (303) 442-1021

Securities to be registered under Section 12(b) of the Act:

Title of each class           Name of Exchange on which registered

Not Applicable                        Not Applicable

Securities to be registered under Section 12(g) of the Act:

Common Stock, no par value
(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12
months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ..X..   No .....

Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB.  ..X..

State issuer's revenue for its most recent fiscal year: $ 5,000.

State the aggregate market value of the voting stock held by
nonaffiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a
specified date within the past 60 days: $ 0.

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 1,030,200 as of
November 30, 1997.

(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part
of the Form 10-KSB (e.g. Part I, Part II, etc.) into which the document
is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant
to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification
purposes.

Transitional Small Business Disclosure
Format:
Yes ....  No  ..X..
<PAGE>
                                 PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

GENERAL

        The Company was incorporated under the laws of the State of
Colorado on August 8, 1996, and as of the date of this report on Form
10-KSB remains in the development stage.  To date the Company's
only activities have been organizational ones, directed at developing its
business plan and raising its initial capital.  The Company has not
commenced any commercial operations.  The Company has no
full-time employees and owns no real estate.

        The Company's business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses, and to pursue
other related activities intended to enhance shareholder value.  The
acquisition of a business opportunity may be made by purchase,
merger, exchange of stock, or otherwise, and may encompass assets or
a business entity, such as a corporation, joint venture, or partnership. 
The Company has very limited capital, and it is unlikely that the
Company will be able to take advantage of more than one such
business opportunity.  The Company intends to seek opportunities
demonstrating the potential of long-term growth as opposed to
short-term earnings.

        At the present time the Company has not identified any busi-
ness opportunity that it plans to pursue, nor has the Company reached
any agreement or definitive understanding with any person concerning
an acquisition.  No assurance can be given that the Company will be
successful in finding or acquiring a desirable business opportunity, or
that any acquisition that occurs will be on terms that are favorable to
the Company or its stockholders.

        The Company's search will be directed toward small and
medium-sized enterprises which have a desire to become public
corporations and which are able to satisfy, or anticipate in the
reasonably near future being able to satisfy, the minimum asset
requirements in order to qualify shares for trading on NASDAQ (See
"Investigation and Selection of Business Opportunities").  The
Company anticipates that the business opportunities presented to it will
(i) be recently organized with no operating history, or a history of
losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating difficulties; (iii) be in need of
funds to develop a new product or service or to expand into a new
market; (iv) be relying upon an untested product or marketing concept;
or (v) have a combination of the characteristics mentioned in (i)
through (iv).  The Company intends to concentrate its acquisition
efforts on properties or businesses that it believes to be undervalued. 
Given the above factors, investors should expect that any acquisition
candidate may have a history of losses or low profitability.

        The Company does not propose to restrict its search for in-
vestment opportunities to any particular geographical area or industry,
and may, therefore, engage in essentially any business, to the extent of
its limited resources.  This includes industries such as service, finance,
natural resources, manufacturing, high technology, product
development, medical, communications and others.  The Company's
discretion in the selection of business opportunities is unrestricted,
subject to the availability of such opportunities, economic conditions,
and other factors.  

        The current shareholders of the Company have entered into an
agreement to sell a controlling interest in the Company to a third
party.  Upon closing of that transaction, Robert Soehngen, the sole
officer and director of the Company will resign his management
position.  Thus, following closing of the proposed stock sale, current
management will have no further control over conduct of the
Company's business or over selection of a business opportunity.  In
the future, depending upon the nature of the transaction, the then
current  officers and directors of the Company may resign their
management positions with the Company in connection with the
Company's acquisition of a business opportunity.

INVESTIGATION AND SELECTION OF BUSINESS
OPPORTUNITIES

        The analysis of business opportunities will be undertaken by or
under the supervision of the Company's officers.  The Company
anticipates that it will consider, among other things, the following
factors in the analysis of business opportunities:

               (1)  Potential for growth and profitability, indicated by
new technology, anticipated market expansion, or new products;

               (2)  The Company's perception of how any particular
business opportunity will be received by the investment community
and by the Company's stockholders;

               (3)  Whether, following the business combination, the
financial condition of the business opportunity would be, or would
have a significant prospect in the foreseeable future of becoming
sufficient to enable the securities of the Company to qualify for listing
on an exchange or on a national automated securities quotation system,
such as NASDAQ; 

               (4)  Capital requirements and anticipated availability of
required funds, to be provided by the Company or from operations,
through the sale of additional securities, through joint ventures or
similar arrangements, or from other sources;

               (5)  The extent to which the business opportunity can be
advanced;

               (6)  Competitive position as compared to other
companies of similar size and experience within the industry segment
as well as within the industry as a whole;

               (7)  Strength and diversity of existing management, or
management prospects that are scheduled for recruitment;

               (8)  The cost of participation by the Company as
compared to the perceived tangible and intangible values and potential;
and

               (9)  The accessibility of required management expertise,
personnel, raw materials, services, professional assistance, and other
required items.

        No one of the factors described above will be controlling in the
selection of a business opportunity, and management will attempt to
analyze all factors appropriate to each opportunity and make a
determination based upon reasonable investigative measures and
available data.  Potential investors must recognize that, because of the
Company's limited capital available for investigation and
management's limited experience in business analysis, the Company
may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.


        Company management believes that various types of potential
merger or acquisition candidates might find a business combination
with the Company to be attractive.  These include acquisition
candidates desiring to create a public market for their shares in order
to enhance liquidity for current shareholders, acquisition candidates
which have long-term plans for raising capital through the public sale
of securities and believe that the possible prior existence of a public
market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be of
assistance in that process.  Acquisition candidates which have a need
for an immediate cash infusion are not likely to find a potential
business combination with the Company to be an attractive alternative.

FORM OF ACQUISITION

        It is impossible to predict the manner in which the Company
may participate in a business opportunity.  Specific business op-
portunities will be reviewed as well as the respective needs and desires
of the Company and the promoters of the opportunity and, upon the
basis of that review and the relative negotiating strength of the
Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may
include, but is not limited to leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements.  The
Company may act directly or indirectly through an interest in a
partnership, corporation or other form of organization.  Implementing
such structure may require the merger, consolidation or reorganization
of the Company with other corporations or forms of business
organization, and although it is likely, there is no assurance that the
Company would be the surviving entity.  In addition, the present
management and stockholders of the Company most likely will not
have control of a majority of the voting shares of the Company
following a reorganization transaction.  As part of such a transaction,
the Company's existing directors may resign and new directors may be
appointed without any vote by stockholders.

        It is likely that the Company will acquire its participation in a
business opportunity through the issuance of Common Stock or other
securities of the Company.  Although the terms of any such transaction
cannot be predicted, it should be noted that in certain circumstances
the criteria for determining whether or not an acquisition is a so-called
"tax free" reorganization under the Internal Revenue Code of 1986,
depends upon the issuance to the stockholders of the acquired company
of a  controlling interest (i.e. 80% or more) of the common stock of
the combined entities immediately following the reorganization.  If a
transaction were structured to take advantage of these provisions rather
than other "tax free" provisions provided under the Internal Revenue
Code, the Company's current stockholders would retain in the
aggregate 20% or less of the total issued and outstanding shares.  This
could result in substantial additional dilution in the equity of those
who were stockholders of the Company prior to such reorganization. 
Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a
controlling interest in the Company by the current officers, directors
and principal shareholders. (See "Description of Business - General").

ITEM 2.        DESCRIPTION OF PROPERTY.

        The Company does not currently maintain an office or any
other facilities.  It does currently maintain a mailing address at 4750
Table Mesa Drive, Boulder, Colorado 80303, which is the office
address of its legal counsel.  The Company pays no rent for the use of
this mailing address.  The Company does not believe that it will need
to maintain an office at any time in the foreseeable future in order to
carry out its plan of operations described herein.  The Company's
telephone number is (303) 442-1021.

ITEM 3.  LEGAL PROCEEDINGS.

        The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated.

        No director, officer or affiliate of the Company, and no owner
of record or beneficial owner of more than 5% of the securities of the
Company, or any associate of any such director, officer or security
holder is a party adverse to the Company or has a material interest
adverse to the Company in reference to pending litigation.

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.

        No matters were submitted to a vote of the security holders of
the Company during the fourth quarter of the fiscal year which ended
August 31, 1997.

                                 Part II

ITEM 5.        MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

        There is currently no public trading market for the Company's
securities.  The securities are held of record by a total of
approximately 10 persons.

        No dividends have been declared or paid on the Company's
securities, and it is not anticipated that any dividends will be declared
or paid in the foreseeable future.

ITEM 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION.

        The Company's plan of operations for the next twelve months
is to continue to carry out its plan of business discussed above.  This
includes seeking to complete a merger or acquisition transaction with a
small or medium-sized enterprise which desires to become a public
corporation.  In selecting a potential merger or acquisition candidate,
the Company will consider many factors, including, but not limited to,
potential for growth and profitability, quality and experience of
management, capital requirements, and the ability of the Company to
qualify its shares for trading on NASDAQ or on an exchange.
        
        The types of business enterprises which it is believed might
find a business combination with the Company to be attractive include
acquisition candidates desiring to create a public market for their
shares in order to enhance liquidity for current shareholders, acquisi-
tion candidates which have long-term plans for raising capital through
the public sale of securities and believe that the possible prior
existence of a public market for their securities would be beneficial,
foreign companies desiring to obtain access to U.S. customers and U.S.
capital markets, and acquisition candidates which plan to acquire
additional assets through issuance of securities rather than for cash,
and believe that the possibility of development of a public market for
their securities will be of assistance in that process.  Acquisition
candidates which have a need for an immediate cash infusion are not
likely to find a potential business combination with the Company to be
an attractive alternative.


        The Company's balance sheet for the fiscal year ended August
31, 1997, reflects current assets of $382 and current liabilities in the
amount of $970.  Accordingly, the Company will be required to raise
additional funds, or its shareholders will be required to advance funds
in order to pay its current liabilities and to satisfy the Company's cash
requirements for the next twelve months.

ITEM 7.        FINANCIAL STATEMENTS.

        See following pages.<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A Development Stage Company)

FINANCIAL STATEMENTS

Years Ended August 31, 1997, 1996 and
For the Period from Inception (August 8, 1996) through
August 31, 1996
<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A Development Stage Company)

INDEX TO FINANCIAL STATEMENTS


Report of Independent Certified Public Accountants
Balance Sheet
Statement of Operations
Statement of Changes in Stockholders' Equity
Statement of Cash Flows
Notes to Financial Statements
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
The Board of Directors
Boulder Capital Opportunities II, Inc., Boulder, Colorado

We have audited the accompanying balance sheet of Boulder Capital
Opportunities II, Inc. (a development stage company) as of August 31,
1997, and the related statements of operations, stockholders' equity,
and cash flows for the period from August 8, 1996 (date of inception)
through August 31, 1997.  These financial statements are the
responsibility of the company's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Boulder Capital
Opportunities II, Inc. (a development stage company) as of August 31,
1997, and the results of its operations, changes in its stockholders'
equity and its cash flows for the year ended August 31, 1997, and for
the period from August 8, 1996 (date of inception) to August 31,
1997, in conformity with generally accepted accounting principles.

The accompanying balance sheets have been prepared assuming that
the Company will continue as a going concern.  As described in Note
2 to the financial statements, the Company has suffered recurring
losses from operations and has a net working capital deficiency that
raise substantial doubts about its ability to continue as a going concern. 
The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Schumacher & Associates, Inc.
12835 E. Arapahoe Road
Tower II, Suite 110
Englewood, Colorado  80112
November 21, 1997<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<CAPTION>
                                             August 31,    August 31,
                                             1996          1997
<S>                                              <C>            <C>
ASSETS
Current Assets:
        Cash                                   4,250            382
Total current assets                           4,250            382
Organizational costs, net
 of amortization                              27,927         22,247
Subscriptions receivable                       4,000              -

TOTAL ASSETS                                  36,177         22,629

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
        Accounts payable                       2,225            970

Total current liabilities                      2,225            970

TOTAL LIABILITIES                              2,225            970

Stockholders' equity:
        Preferred stock, no par value,
        10,000,000 shares authorized                -             -

        Common stock, no par value,
        100,000,000 shares authorized,
        1,030,200 shares issued and
        outstanding                           40,400         60,600
  Accumulated (Deficit)                      (6,448)       (38,941)

TOTAL STOCKHOLDERS' EQUITY                    33,952         21,659
TOTAL LIABILITIES AND
        STOCKHOLDERS' EQUITY                  36,177         22,629
</TABLE>
The accompanying notes are an integral part of the financial
statements.<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A Development Stage Company)

STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
                              For the period                       For the period
                              August 8, 1996   For the Year         August 8,1996
                              (inception) to          Ended        (Inception) to
                                   August 31      August 31             August 31
                                        1996           1997                  1997
<S>                               <C>                   <C>                   <C>

Revenue                             -                 5,000                 5,000

Costs:
       Amortization               473                 5,680                 6,153
       Professional fees            -                10,868                10,868
       Stock issued for
       services (Note 3)            -                20,200                20,200
       Other                    5,975                   821                 6,796
                                6,448                37,569                44,017
Net Operating(Loss)           (6,448)              (32,569)              (39,017)

Other Income
       Interest income              -                    76                    76

Net(Loss)                     (6,448)              (32,493)              (38,941)

Per share                   (.01)                  (.03)                 (.04)

Weighted Average Shares
 Outstanding                1,010,000             1,030,200             1,030,200

</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE
PERIOD August 8, 1996 (inception) to August 31, 1997
Page 1 of 2
<TABLE>
<CAPTION>                                                  Deficit
                                                       Accumulated
                             Common Stock               During the
                             Shares                    Development
                             Issued         Amount           Stage          Total
<S>                               <C>            <C>           <C>            <C>
Balance at August 8, 1996           -              -             -              -

Shares issued at
 inception for services
 at $0.04 per share           710,000         28,400             -         28,400

Shares issued for
 cash at $0.0025
 per share and for
 services at
 $.0375 per share             100,000          4,000             -          4,000

Shares issued for
 cash at $0.04
 per share                    100,000          4,000             -          4,000

Shares subscribed at
 $.04 per share               100,000          4,000             -          4,000

Net Loss - 8/8/96 through
 8/31/96                            -              -       (6,448)        (6,448)
Balance at August
 31, 1996                   1,010,000         40,400       (6,448)         33,952

Stock issued for services
 at $1.00 per share            20,200         20,200             -         20,200

Net Loss - year ended
August 31, 1997                     -              -      (32,493)       (32,493)
Balance at August
 31, 1997                   1,030,200         60,600      (38,941)         21,659
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY FOR THE PERIOD
August 8, 1996 (inception) to August 31, 1997
Page 2 of 2
<TABLE>
<CAPTION>
                             Preferred Stock
                             Shares
                             Issued         Amount
<S>                               <C>            <C>
Balance at August 8, 1996           -              -

Shares issued at
 inception for services
 at $0.04 per share                 -              -

Shares issued for
 cash at $0.0025
 per share and for
 services at
 $.0375 per share                   -              -

Shares issued for
 cash at $0.04
 per share                          -              -

Shares subscribed at
 $.04 per share                     -              -

Net Loss - 8/8/96 through
 8/31/96                            -              -
Balance at August
 31, 1996                           -              -

Stock issued for services
 at $1.00 per share                 -              -

Net Loss - year ended
August 31, 1997                     -              -
Balance at August
 31, 1997                           -              -
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                             For the period                       For the period
                             August 8, 1996         For the       August 8,1996
                             (Inception)            year ended    (Inception) to
                             August 31              August 31,    August 31,
                             1996                   1997          1997
<S>                               <C>                   <C>                   <C>

Operating Activities:
 Net (Loss)                   (6,448)              (32,493)              (38,941)

 Adjustment to reconcile
 net (loss) to net cash
 provided by operating
 activities:

 Amortization                     473                 5,680                 6,153
 Increase (decrease) in
 accounts payable and
 accrued expenses               2,225               (1,255)                   970
 Stock issued for
 services                       3,750                20,200                23,950

Net Cash (Used in)
  Operating Activities              -               (7,868)               (7,868)

Cash Flows from Investing
  Activities                        -                     -                     -

Cash Flows from Financing
  Activities:
  Issuance of common stock      4,250                 4,000                 8,250

Net Cash Provided by Financing
 Activities                     4,250                 4,000                 8,250

Increase in Cash                4,250               (3,868)                   382

Cash, Beginning of
  Period                            -                 4,250                     -
Cash, End of Period             4,250                   382                   382

Interest Paid                       -                     -                     -

Income Taxes Paid                   -                     -                     -
</TABLE>

Supplemental Disclosure:  On August 8, 1996, professional services
capitalized as organizational costs valued at $28,400 were exchanged
for 710,000 shares of common stock.

The accompanying notes are an integral part of the financial
statements.<PAGE>
BOULDER CAPITAL OPPORTUNITIES II, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
August 31, 1997


Note 1.  Summary of Significant Accounting Policies.

        This summary of significant accounting policies of Boulder
Capital Opportunities II, Inc. (Company) is presented to assist in
understanding the Company's financial statements.  The financial
statements and notes are representations of the Company's
management who is responsible for their integrity and objectivity. 
These accounting policies conform to generally accepted accounting
principles and have been consistently applied in the preparation of the
financial statements.

        a.     Description of Business

        The Company was organized on August 8, 1996, in the State of
Colorado for the purpose of engaging in any lawful business but it is
management's plan to seek a business combination.  The Company is
in a development-stage and its intent is to operate as a capital market
access corporation and to acquire one or more existing businesses
through merger or acquisition.  The Company has had no significant
business activity to date.  The Company has selected August 31 as its
year end.

        b.     Use of Estimates in the Preparation of Financial
Statements.

        The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue
and expenses during the reporting period.  Actual results could differ
from those estimates.

        c.     Organizational Costs.

        Costs incurred to organize the Company include costs for
professional fees and are being amortized on a straight-line basis over
a sixty month period.

        d.     Income Taxes.

        As of August 31, 1997, the Company had net operating losses
available for carry-over to future years of approximately $38,941,
expiring in 2011.  Utilization of these carryovers may be limited if
there is a change in ownership of the Company.  As of August 31,
1997, the Company has deferred tax assets of approximately $7,788
due to operating loss carryforwards.  However, because of the
uncertainty of potential realization of these assets, the Company has
provided a valuation allowance for the entire $7,788.  Thus, no tax
assets have been recorded in the financial statements as of August 31,
1997.

Note 2.  Basis of Presentation - Going Concern.

        The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplates continuation of the Company as a going concern. 
However, the Company has sustained operating losses since inception
and has a net working capital deficiency.  These matters raise
substantial doubt about the Company's ability to continue as a going
concern.  Management is attempting to locate a business combination
candidate.

        In view of these matters, continuing as a going concern is
dependent upon the Company's ability to meet its financing
requirements, raise additional capital, and the success of its future
operations or completion of a successful business combination. 
Management believes that actions planned and presently being taken to
revise the Company's operating and financial requirements provide the
opportunity for the Company to continue as a going concern.

Note 3.  Common Stock Issued.

        On August 8, 1996, the Company issued 710,000 shares of its
no par value common stock to affiliates for organizational services
valued at their fair market value of $28,400.

        On August 8, 1996, the Company issued 100,000 shares of its
no par value common stock to its President at $0.0025 per share for
cash of $250 and $0.0375 per share in exchange for officer
compensation of $3,750, $4,000 in total.

        On August 31, 1996, the Company issued 100,000 shares of its
no par value common stock to various investors for $4,000; 100,000
additional shares remain subscribed for at August 31, 1996.  These
were collected in September, 1996.

        During the period ended August 31, 1997, the Company issued
20,200 shares of its no par value common stock for services valued at
$20,200.

Note 4.  Related Party Transactions.

        At August 31, 1996, the Company owed $2,000 in consulting
fees and $225 in attorney's fees to officers who are shareholders of the
Company.  At August 31, 1997, the Company owed $818 in attorney's
fees to officers who are shareholders of the Company.

Note 5.  Subsequent Event.

        Effective October 15, 1997, the shareholders of the Company
entered into an agreement to sell 980,200 shares of their restricted
common stock to an outside party which will result in a change in
control of the Company.<PAGE>
ITEM 8.        CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

        As reported in a current report on Form 8-KSB, dated
November 19, 1997, the Company engaged a new independent
accountant, Schumacher & Associates, Englewood, Colorado, on
November 19, 1997.  There were no disagreements on any matters of
accounting principles or practices, financial statement disclosures or
auditing scope or procedures.


                                Part III

ITEM 9.        DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT.

        The directors and executive officers currently serving the
Company are as follows:
<TABLE>
<CAPTION>
Name                          Age               Positions Held and
                                                Tenure
<S>                           <C>                   <C>
Robert Soehngen                47               President and Director

</TABLE>

   The directors named above will serve until the next annual meeting
of the Company's stockholders.  Thereafter, directors will be elected
for one-year terms at the annual stockholders' meeting.  Officers will
hold their positions at the pleasure of the board of directors, absent
any employment agreement, of which none currently exists or is
contemplated.  There is no arrangement or understanding between any
of the directors or officers of the Company and any other person
pursuant to which any director or officer was or is to be selected as a
director or officer.

   The directors and officers will devote their time to the Company's
affairs on an "as needed" basis, which, depending on the
circumstances, could amount to as little as two hours per month, or
more than forty hours per month, but more than likely will fall within
the range of five to ten hours per month.

Biographical Information

Robert Soehngen, President and Director.  Mr. Soehngen, who is the
Company's President, has served as the sole officer and director of the
Company since its inception.

Mr. Soehngen is currently self-employed as a business consultant,
providing consulting services relating to mergers and acquisitions and
is engaged in the real estate business as a licensed broker associate
with Century 21.  Mr. Soehngen  was engaged in the securities
business in various capacities from 1975 to 1993.    From 1991
through 1994 he was Director of Corporate Finance for Spencer
Edwards, Inc., Nutmeg Securities, Inc., and Brookstreet Securities
Corporation, and from 1994 through 1995 was an Account Executive
with Toluca Pacific Securities.  From 1989 through 1995, Mr.
Soehngen was President of National Securities Holding Corporation
and in that capacity maintained the books and records of a publicly-
held subsidiary corporation until it was merged with an operating
business in September 1995.  Mr. Soehngen graduated from the
University of Colorado in 1972, with a B.S. in Finance.

Compliance With Section 16(a) of the Exchange Act.

   To the best knowledge and belief of the Company, the Company's
initial director, officer and beneficial owner of more than 10% of the
Company's securities filed the Initial Statement of Beneficial
Ownership of Securities on Form 3, following the initial registration of
the Company's securities under Section 12(g) of the Exchange Act.

ITEM 10.          EXECUTIVE COMPENSATION.

   The Company's sole director received remuneration from the
Company during the fiscal year of $7,000.  Until the Company
acquires additional capital, the Company's sole officer and director
will receive compensation from the Company for reimbursement only
of out-of-pocket expenses, including review of any prospective merger
or acquisition candidate, incurred on behalf of the Company.  See
"Certain Relationships and Related Transactions."  The Company has
no stock option, retirement, pension, or profit-sharing programs for the
benefit of directors, officers or other employees, but the Board of
Directors may recommend adoption of one or more such programs in
the future.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT.

   The following table sets forth, as of the end of the Company's most
recent fiscal year, the number of shares of Common Stock owned of
record and beneficially by executive officers, directors and persons
who hold 5.0% or more of the outstanding Common Stock of the
Company.  Also included are the shares held by all executive officers
and directors as a group.

<TABLE>
<CAPTION>
Name and                 Number of Shares              Percent of
Address                  Owned Beneficially            Class Owned
<S>                           <C>                          <C>
Robert Soehngen
2434 Vine Place
Boulder, Colorado 80304          660,000               64.07%

All directors and 
executive officers
(1 person)                       660,000               64.07%
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

Indemnification of Officers and Directors

   As permitted by Colorado law, the Company's Articles of In-
corporation provide that the Company will indemnify its directors and
officers against expenses and liabilities they incur to defend, settle, or
satisfy any civil or criminal action brought against them on account of
their being or having been Company directors or officers unless, in
any such action, they are adjudged to have acted with gross negligence
or willful misconduct.  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy as expressed in that Act and is, therefore, unenforceable.

Exclusion of Liability

   Pursuant to the Colorado Corporation Code, the Company's Articles
of Incorporation exclude personal liability for its directors for
monetary damages based upon any violation of their fiduciary duties as
directors, except as to liability for any breach of the duty of loyalty,
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, acts in violation of Section
7-5-114 of the Colorado Corporation Code, or any transaction from
which a director receives an improper personal benefit.  This exclusion
of liability does not limit any right which a director may have to be
indemnified and does not affect any director's liability under federal or
applicable state securities laws.

Change of Control

   In October, 1997, Robert Soehngen, and the other shareholders of
the Company entered into a purchase agreement to sell 96% of their
shares to Jerry Bachmann.  He has until December 15, 1997, to
complete the purchase of these shares.  Current management is not
aware of any business opportunity which has been identified by Mr.
Bachmann as an acquisition candidate for the Company and,
accordingly, does not believe that any such acquisition candidate has
been identified.

Conflicts of Interest

   None of the officers of the Company will devote more than a
portion of his or her time to the affairs of the Company.  There will
be occasions when the time requirements of the Company's business
conflict with the demands of the officers' other business and
investment activities.  Such conflicts may require that the Company
attempt to employ additional personnel.  There is no assurance that the
services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

   Although management has no current plans to cause the Company
to do so, it is possible that the Company may enter into an agreement
with an acquisition candidate requiring the sale of all or a portion of
the Common Stock held by the Company's current principal
stockholders to the acquisition candidate or principals thereof, or to
other individuals or business entities, or requiring some other form of
payment to the  Company's current stockholders, or requiring the
future employment of specified officers and payment of salaries to
them.  It is more likely than not that any sale of securities by the
Company's current stockholders to an acquisition candidate would be
at a price substantially higher than that originally paid by such
stockholders.  Any payment to current stockholders in the context of
an acquisition involving the Company would be determined entirely by
the largely unforeseeable terms of a future agreement with an uniden-
tified business entity.
<PAGE>
ITEM 13.          EXHIBITS AND REPORTS ON FORM 10-KSB.

   The Exhibits listed below are filed as part of this Annual Report.

<TABLE>
<CAPTION>
Exhibit No.                      Document
<S>                              <C>

3.1                              Articles of Incorporation
3.2                              Bylaws
4.1                              Specimen Certificate
27                               Financial Data Schedule
/TABLE
<PAGE>
   The Company filed no reports Form 8-K during the last quarter of
its fiscal year ending August 31, 1997.

Signatures


   In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated. 


BOULDER CAPITAL OPPORTUNITIES II, INC.



By:/s/
   Robert Soehngen
   Director, Principal Executive Officer,
   Principal Financial Officer, Principal
   Accounting Officer


Date: December 12, 1997


<PAGE>
                 U.S. Securities and Exchange Commission

                         Washington, D.C. 20549
                             _______________


                               FORM 10-KSB


Annual report under section 13 or 15(d) of the Securities Exchange
Act of 1934 for this fiscal year ended August 31, 1997.


                            ________________


                 BOULDER CAPITAL OPPORTUNITIES II, INC.
             (Name of Small Business Issuer in its charter)


Colorado                                        84-1341980
(State or other jurisdiction                    (IRS Employer
of Incorporation)                               Identification No.)


4750 Table Mesa Drive
Boulder, Colorado                                             80303
(Address of Principal Office)                            Zip Code

Issuer's telephone number:    (303) 442-1021

                              EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No.                      Document
<S>                              <C>
3.1                              Articles of Incorporation
3.2                              Bylaws
4.1                              Specimen Certificate
27                               Financial Data Schedule
/TABLE
<PAGE>
EXHIBIT 3.1 - ARTICLES OF INCORPORATION

                                   OF

                 BOULDER CAPITAL OPPORTUNITIES II, INC.

   The undersigned, who, if a natural person, is eighteen years of age
or older, hereby establishes a corporation pursuant to the Colorado
Business Corporation Act as amended and adopts the following
Articles of Incorporation:

   FIRST:         The name of the corporation is Boulder Capital
Opportunities II, Inc.

   SECOND:        The corporation shall have and may exercise all of
the rights, powers and privileges now or hereafter conferred upon
corporations organized under the laws of Colorado.  In addition, the
corporation may do everything necessary, suitable or proper for the
accomplishment of any of its corporate purposes.  The corporation
may conduct part or all of its business in any part of Colorado, the
United States or the world and may hold, purchase, mortgage, lease
and convey real and personal property in any of such places.

   THIRD:         The aggregate number of shares which the
corporation shall have authority to issue is one hundred ten million
(110,000,000) shares of which a portion shall be common stock and a
portion shall be preferred stock, all as described below.  

   A.      Common Stock.         The aggregate number of common
shares which the corporation shall have the authority to issue is one
hundred million (100,000,000), which shares shall be designated
"Common Stock."  Subject to all the rights of the Preferred Stock as
expressly provided herein, by law or by the Board of Directors
pursuant to this Article, the Common Stock of the corporation shall
possess all such rights and privileges as are afforded to capital stock
by applicable law in the absence of any express grant of rights or
privileges in these Articles of Incorporation, including, but not limited
to, the following rights and privileges:

           (a)    dividends may be declared and paid or set apart for
   payment on the Common Stock out of any assets or funds of the
   corporation legally available for the payment of dividends;

           (b)    the holders of Common Stock shall have unlimited
   voting rights, including the right to vote for the election of directors
   and on all other matters requiring stockholder action.  Each holder
   of Common Stock shall have one vote for each share of Common
   Stock standing in his name on the books of the corporation and
   entitled to vote, except that in the election of directors each holder
   of Common Stock shall have as many votes for each share of
   Common Stock held by him as there are directors to be elected and
   for whose election the holder of Common Stock has a right to vote. 
   Cumulative voting shall not be permitted in the election of directors
   or otherwise.

           (c)    on the voluntary or involuntary liquidation,
   dissolution or winding up of the corporation, and after paying or
   adequately providing for the payment of all of its obligations and
   amounts payable in liquidation, dissolution or winding up, and
   subject to the rights of the holders of Preferred Stock, if any, the
   net assets of the corporation shall be distributed pro rata to the
   holders of the Common Stock.

   B.      Preferred Stock.      The aggregate number of preferred
shares which this corporation shall have the authority to issue is ten
million (10,000,000) shares, each with no par value, which shares shall
be designated "Preferred Stock."  Shares of Preferred Stock may be
issued from time to time in one or more series as determined by the
Board of Directors.  The Board of Directors is hereby authorized, by
resolution or resolutions, to provide from time to time, out of the
unissued shares of Preferred Stock not then allocated to any series of
Preferred Stock, for a series of the Preferred Stock.  Each such series
shall have distinctive serial designations.  Before any shares of any
such series of Preferred Stock are issued, the Board of Directors shall
fix and determine, and is hereby expressly empowered to fix and
determine, by resolution or resolutions, the voting powers, full or
limited, or no voting powers, and the designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations and restrictions thereof as provided by
Colorado law.  Before issuing any shares of a class or series, the
corporation shall deliver to the secretary of state for filing articles of
amendment to these articles of incorporation that set forth information
required by Colorado law, including but not limited to, the
designations, preferences, limitations, and relative rights of the class or
series of shares.

   C.      Voting.       Unless otherwise ordered by a court of
competent jurisdiction, at all meetings of shareholders one-third of the
shares of a voting group entitled to vote at such meeting, represented
in person or by proxy, shall constitute a quorum of that voting group.

   FOURTH:        The number of directors of the corporation shall be
fixed by the bylaws, or if the bylaws fail to fix such a number, then
by resolution adopted from time to time by the board of directors,
provided that the number of directors shall not be more than five (5)
nor less than one (1).  One (1) director shall constitute the initial board
of directors.  The following person is elected to serve as the
corporation's initial director until the first annual meeting of
shareholders or until his successors are duly elected and qualified:

Name                             Address

Robert Soehngen                                        2434 Vine Place
                                                       Boulder,
Colorado 80304

   FIFTH:         The street address of the initial registered office of
the corporation is 4750 Table Mesa Drive, Boulder, Colorado 80303. 
The name of the initial registered agent of the corporation at such
address is Gary S. Joiner.

   SIXTH:         The address of the initial principal office of the
corporation is 4750 Table Mesa Drive, Boulder, Co 80303.

   SEVENTH:       The following provisions are inserted for the
management of the business and for the conduct of the affairs of the
corporation, and the same are in furtherance of and not in limitation or
exclusion of the powers conferred by law.

           (a)    Conflicting Interest Transactions.  As used in this
paragraph, "conflicting interest transaction" means any of the
following:  (i) a loan or other assistance by the corporation to a
director of the corporation or to an entity in which a director of the
corporation is a director or officer or has a financial interest; (ii) a
guaranty by the corporation of an obligation of a director of the
corporation or of an obligation of an entity in which a director of the
corporation is a director or officer or has a financial interest; or (iii) a
contract or transaction between the corporation and a director of the
corporation or between the corporation and an entity in which a
director of the corporation is a director or officer or has a financial
interest.  No conflicting interest transaction shall be void or voidable,
be enjoined, be set aside, or give rise to an award of damages or other
sanctions in a proceeding by a shareholder or by or in the right of the
corporation, solely because the conflicting interest transaction involves
a director of the corporation or an entity in which a director of the
corporation is a director or officer or has a financial interest, or solely
because the director is present at or participates in the meeting of the
corporation's board of directors or of the committee of the board of
directors which authorized, approves or ratifies a conflicting interest
transaction, or solely because the director's vote is counted for such
purpose if: (A) the material facts as to the director's relationship or
interest and as to the conflicting interest 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, approves or ratifies the
conflicting interest transaction by the affirmative vote of a majority of
the disinterested directors, even though the disinterested directors are
less than a quorum; or (B) the material facts as to the director's
relationship or interest and as to the conflicting interest transaction are
disclosed or are known to the shareholders entitled to vote thereon,
and the conflicting interest transaction is specifically authorized,
approved or ratified in good faith by a vote of the shareholders; or (C)
a conflicting interest 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 shareholders.  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,
approves or ratifies the conflicting interest transaction.

           (b)    Loans and Guaranties for the Benefit of Directors. 
Neither the board of directors nor any committee thereof shall
authorize a loan by the corporation to a director of the corporation or
to an entity in which a director of the corporation is a director or
officer or has a financial interest, or a guaranty by the corporation of
an obligation of a director of the corporation or of an obligation of an
entity in which a director of the corporation is a director or officer or
has a financial interest, until at least ten days after written notice of
the proposed authorization of the loan or guaranty has been given to
the shareholders who would be entitled to vote thereon if the issue of
the loan or guaranty were submitted to a vote of the shareholders.  The
requirements of this paragraph (b) are in addition to, and not in
substitution for, the provisions of paragraph (a) of Article SEVENTH.

           (c)    Indemnification.  The corporation shall indemnify, to
the maximum extent permitted by law, any person who is or was a
director, officer, agent, fiduciary or employee of the corporation
against any claim, liability or expenses arising against or incurred by
such person made party to a proceeding because he is or was a
director, officer, agent, fiduciary or employee of the corporation or
because he was a director, officer, agent, fiduciary or employee of the
corporation or because he is or was serving another entity as a
director, officer, partner, trustee, employee, fiduciary or agent at the
corporation's request.  The corporation shall further have the authority
to the maximum extent permitted by law to purchase and maintain
insurance providing such indemnification.

           (d)    Limitation on Director's Liability.  No director of
this corporation shall have any personal liability for monetary damages
to the corporation or its shareholders for breach of his fiduciary duty
as a director, except that this provision shall not eliminate or limit the
personal liability of a director to the corporation or its shareholders for
monetary damages for: (i) any breach of the director's duty of loyalty
to the corporation or its shareholders; (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation
of law; (iii) voting for or assenting to a distribution in violation of
Colorado Revised Statutes Section 7-106-401 or the articles of incorporation
if it is established that the director did not perform his duties in
compliance with Colorado Revised Statutes Section 7-108-401, provided that
the personal liability of a director in this circumstance shall be limited
to the amount of the distribution which exceeds what could have been
distributed without violation of Colorado Revised Statutes Section 7-106-401
or the articles of incorporation; or (iv) any transaction from which the
director directly or indirectly derives an improper personal benefit. 
Nothing contained herein will be construed to deprive any director of
his right to all defenses ordinarily available to a director nor will
anything herein be construed to deprive any director of any right he
may have for contribution from any other director or other person.

           (e)    Negation of Equitable Interests in Shares or Rights. 
Unless a person is recognized as a shareholder through procedures
established by the corporation pursuant to Colorado Revised Statutes
Section 7-107-204 or any similar law, the corporation shall be entitled to treat
the registered holder of any shares of the corporation as the owner
thereof for all purposes permitted by the Colorado Business
Corporation Act, including without limitation all rights deriving from
such shares, and the corporation shall not be bound to recognize any
equitable or other claim to, or interest in, such shares or rights
deriving from such shares on the part of any other person including
without limitation, a purchaser, assignee or transferee of such shares,
unless and until such other person becomes the registered holder of
such shares or is recognized as such, whether or not the corporation
shall have either actual or constructive notice of the claimed interest of
such other person.  By way of example and not of limitation, until
such other person has become the registered holder of such shares or is
recognized pursuant to Colorado Revised Statutes Section 7-107-204 or any
similar applicable law, he shall not be entitled:  (i) to receive notice of
the meetings of the shareholders; (ii) to vote at such meetings; (iii) to
examine a list of the shareholders; (iv) to be paid dividends or other
distributions payable to shareholders; or (v) to own, enjoy and exercise
any other rights deriving from such shares against the corporation. 
Nothing contained herein will be construed to deprive any beneficial
shareholder, as defined in Colorado Revised Statutes Section 7-113-101(1), of
any right he may have pursuant to Article 113 of the Colorado
Business Corporation Act or any subsequent law.

   EIGHTH:        The name and address of the incorporator is:

                  Gary S. Joiner
                  4750 Table Mesa Drive
                  Boulder, Colorado 80303


   DATED the 8th day of August, 1996.


Gary S. Joiner /s/
Incorporator


   Gary S. Joiner hereby consents to the appointment as the initial
registered agent for Boulder Capital Opportunities II, Inc.


Gary S. Joiner /s/
Initial Registered Agent<PAGE>
EXHIBIT 3.2 - BYLAWS


                 BOULDER CAPITAL OPPORTUNITIES II, INC.


                                ARTICLE I
                                 Offices

   The principal office of the corporation shall be designated from
time to time by the corporation and may be within or outside of
Colorado.

   The corporation may have such other offices, either within or
outside Colorado, as the board of directors may designate or as the
business of the corporation may require from time to time.

   The registered office of the corporation required by the Colorado
Business Corporation Act to be maintained in Colorado may be, but
need not be, identical with the principal office, and the address of the
registered office may be changed from time to time by the board of
directors.


                               ARTICLE II
                              Shareholders

   Section 1.     Annual Meeting.  The annual meeting of the
shareholders shall be held during the month of September of each year
on a date and at a time fixed by the board of directors of the
corporation (or by the president in the absence of action by the board
of directors), beginning with the year 1997, for the purpose of electing
directors and for the transaction of such other business as may come
before the meeting.  If the election of directors is not held on the day
fixed as provided herein for any annual meeting of the shareholders, or
any adjournment thereof, the board of directors shall cause the election
to be held at a special meeting of the shareholders as soon thereafter as
it may conveniently be held.

   A shareholder may apply to the district court in the county in
Colorado where the corporation's principal office is located or, if the
corporation has no principal office in Colorado, to the district court of
the county in which the corporation's registered office is located to
seek an order that a shareholder meeting be held (i) if an annual
meeting was not held within six months after the close of the
corporation's most recently ended fiscal year or fifteen months after its
last annual meeting, whichever is earlier, or (ii) if the shareholder
participated in a proper call of or proper demand for a special meeting
and notice of the special meeting was not given within thirty days after
the date of the call or the date the last of the demands necessary to
require calling of the meeting was received by the corporation pursuant
to C.R.S. Section 7-107-102(1)(b), or the special meeting was not held in
accordance with the notice.

   Section 2.     Special Meetings.  Unless otherwise prescribed by
statute, special meetings of the shareholders may be called for any
purpose by the president or by the board of directors.  The president
shall call a special meeting of the shareholders if the corporation
receives one or more written demands for the meeting, stating the
purpose or purposes for which it is to be held, signed and dated by
holders of shares representing at least ten percent of all the votes
entitled to be cast on any issue proposed to be considered at the
meeting.

   Section 3.     Place of Meeting.  The board of directors may
designate any place, either within or outside Colorado, as the place for
any annual meeting or any special meeting called by the board of
directors.  A waiver of notice signed by all shareholders entitled to
vote at a meeting may designate any place, either within or outside
Colorado, as the place for such meeting.  If no designation is made, or
if a special meeting is called other than by the board, the place of
meeting shall be the principal office of the corporation.

   Section 4.     Notice of Meeting.  Written notice stating the place,
date, and hour of the meeting shall be given not less than ten nor more
than sixty days before the date of the meeting, except that (i) if the
number of authorized shares is to be increased, at least thirty days'
notice shall be given, or (ii) any other longer notice period is required
by the Colorado Business Corporation Act.  Notice of a special
meeting shall include a description of the purpose or purposes of the
meeting.  Notice of an annual meeting need not include a description
of the purpose or purposes of the meeting except the purpose or
purposes shall be stated with respect to (i) an amendment to the
articles of incorporation of the corporation, (ii) a merger or share
exchange in which the corporation is a party and, with respect to a
share exchange, in which the corporation's shares will be acquired,
(iii) a sale, lease, exchange or other disposition, other than in the usual
and regular course of business, of all or substantially all of the
property of the corporation or of another entity which this corporation
controls, in each case with or without the goodwill, (iv) a dissolution
of the corporation, or (v) any other purpose for which a statement of
purpose is required by the Colorado Business Corporation Act.  Notice
shall be given personally or by mail, private carrier, telegraph,
teletype, electronically transmitted facsimile or other form of wire or
wireless communication by or at the direction of the president, the
secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting.  If mailed and if
in a comprehensible form, such notice shall be deemed to be given and
effective when deposited in the United States mail, addressed to the
shareholder at his address as it appears in the corporation's current
record of shareholders, with postage prepaid.  If notice is given other
than by mail, and provided that such notice is in a comprehensible
form, the notice is given and effective on the date received by the
shareholder.

   If requested by the person or persons lawfully calling such meeting,
the corporation shall give notice thereof at corporation expense.  No
notice need be sent to any shareholder if three successive notices
mailed to the last known address of such shareholder have been
returned as undeliverable until such time as another address for such
shareholder is made known to the corporation by such shareholder.  In
order to be entitled to receive notice of any meeting, a shareholder
shall advise the corporation in writing of any change in such
shareholder's mailing address as shown on the corporation's books and
records.

   When a meeting is adjourned to another date, time or place, notice
need not be given of the new date, time or place if the new date, time
or place of such meeting is announced before adjournment at the
meeting at which the adjournment is taken.  At the adjourned meeting
the corporation may transact any business which may have been
transacted at the original meeting.  If the adjournment is for more than
120 days, or if a new record date is fixed for the adjourned meeting, a
new notice of the adjourned meeting shall be given to each shareholder
of record entitled to vote at the meeting as of the new record date.

   A shareholder may waive notice of a meeting before or after the
time and date of the meeting by a writing signed by such shareholder. 
Such waiver shall be delivered to the corporation for filing with the
corporate records.  Further, by attending a meeting either in person or
by proxy, a shareholder waives objection to lack of notice or defective
notice of the meeting unless the shareholder objects at the beginning of
the meeting to the holding of the meeting or the transaction of
business at the meeting because of lack of notice or defective notice. 
By attending the meeting, the shareholder also waives any objection to
consideration at the meeting of a particular matter not within the
purpose or purposes described in the meeting notice unless the
shareholder objects to considering the matter when it is presented.

   Section 5.     Fixing of Record Date.  For the purposes of
determining shareholders entitled to (i) notice of or vote at any
meeting of shareholders or any adjournment thereof, (ii) receive
distributions or share dividends, or (ii) demand a special meeting, or to
make a determination of shareholders for any other proper purpose, the
board of directors may fix a future date as the record date for any such
determination of shareholders, such date in any case to be not more
than seventy days, and, in case of a meeting of shareholders not less
than ten days, prior to the date on which the particular action requiring
such determination of shareholders is to be taken.  If no record date is
fixed by the directors, the record date shall be the date on which
notice of the meeting is mailed to shareholders, or the date on which
the resolution of the board of directors providing for a distribution is
adopted, as the case may be.  When a determination of shareholders
entitled to vote at any meeting of shareholders is made as provided in
this Section, such determination shall apply to any adjournment thereof
unless the board of directors fixes a new record date, which it must do
if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.

   Notwithstanding the above, the record date for determining the
shareholders entitled to take action without a meeting or entitled to be
given notice of action so taken shall be the date a writing upon which
the action is taken is first received by the corporation.  The record date
for determining shareholders entitled to demand a special meeting shall
be the date of the earliest of any of the demands pursuant to which the
meeting is called.

   Section 6.     Voting Lists.  The secretary shall make, at the earlier
of ten days before each meeting of shareholders or two business days
after notice of the meeting has been given, a complete list of the
shareholders entitled to be given notice of such meeting or any
adjournment thereof.  The list shall be arranged by voting groups and
within each voting group by class or series of shares, shall be in
alphabetical order within each class or series, and shall show the
address of and the number of shares of each class or series held by
each shareholder.  For the period beginning the earlier of ten days
prior to the meeting or two business days after notice of the meeting is
given and continuing through the meeting and any adjournment
thereof, this list shall be kept on file at the principal office of the
corporation, or at a place (which shall be identified in the notice) in
the city where the meeting will be held.  Such list shall be available
for inspection on written demand by any shareholder (including for the
purpose of this Section 6 any holder of voting trust certificates) or his
agent or attorney during regular business hours and during the period
available for inspection.  The original stock transfer books shall be
prima facie evidence as to the shareholders entitled to examine such
list or to vote at any meeting of shareholders.

   Any shareholder, his agent or attorney may copy the list during
regular business hours and during the period it is available for
inspection, provided (i) the shareholder has been a shareholder for at
least three months immediately preceding the demand or holds at least
five percent of all outstanding shares of any class of shares as of the
date of the demand, (ii) the demand is made in good faith and for a
purpose reasonably related to the demanding shareholder's interest as a
shareholder, (iii) the shareholder describes with reasonable particularity
the purpose and the records the shareholder desires to inspect, (iv) the
records are directly connected with the described purpose and (v) the
shareholder pays a reasonable charge covering the costs of labor and
material for such copies, not to exceed the estimated cost of
production and reproduction.

   Section 7.     Recognition Procedure for Beneficial Owners.  The
board of directors may adopt by resolution a procedure whereby a
shareholder of the corporation may certify in writing to the corporation
that all or a portion of the shares registered in the name of such
shareholder are held for the account of a specified person or persons. 
The resolution may set forth (i) the types of nominees to which it
applies, (ii) the rights or privileges that the corporation will recognize
in a beneficial owner, which may include rights and privileges other
than voting; (iii) the form of certification and the information to be
contained therein, (iv) if the certification is with respect to a record
date, the time within which the certification must be received by the
corporation, (v) the period for which the nominee's use of the
procedure is effective, and (vi) such other provisions with respect to
the procedure as the board deems necessary or desirable.  Upon receipt
by the corporation of a certificate complying with the procedure
established by the board of directors, the persons specified in the
certification shall be deemed, for the purpose or purposes set forth in
the certification, to be the registered holders of the number of shares
specified in place of the shareholder making the certification.

   Section 8.     Quorum and Manner of Acting.  One-third of the
votes entitled to be cast on a matter by a voting group shall constitute
a quorum of that voting group for action on the matter.  If less than
one-third of such votes are represented at a meeting, a majority of the
votes so represented may adjourn the meeting from time to time
without further notice, for a period not to exceed 120 days for any one
adjournment.  If a quorum is present at such adjourned meeting, any
business may be transacted which might have been transacted at the
meeting as originally noticed.  The shareholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, unless the meeting is adjourned and a new record date
is set for the adjourned meeting.

   If a quorum exists, action on a matter other than the election of
directors by a voting group is approved if the votes cast within the
voting group favoring the action exceed the votes cast within the
voting group opposing the action, unless the vote of a greater number
or voting by classes is required by law or the articles of incorporation.

   Section 9.     Proxies.  At all meetings of shareholders, a
shareholder may vote by proxy by signing an appointment form or
similar writing, either personally or by his duly authorized attorney-in-
fact.  A shareholder may also appoint a proxy by transmitting or
authorizing the transmission of a telegram, teletype, or other electronic
transmission providing a written statement of the appointment to the
proxy, a proxy solicitor, proxy support service organization, or other
person duly authorized by the proxy to receive appointments as agent
for the proxy, or to the corporation.  The transmitted appointment shall
set forth or be transmitted with written evidence from which it can be
determined that the shareholder transmitted or authorized the
transmission of the appointment.  The proxy appointment form or
similar writing shall be filed with the secretary of the corporation
before or at the time of the meeting.  The appointment of a proxy is
effective when received by the corporation and is valid for eleven
months unless a different period is expressly provided in the
appointment form or similar writing.

   Any complete copy, including an electronically transmitted
facsimile, of an appointment of a proxy may be substituted for or used
in lieu of the original appointment for any purpose for which the
original appointment could be used.

   Revocation of a proxy does not affect the right of the corporation to
accept the proxy's authority unless (i) the corporation had notice that
the appointment was coupled with an interest and notice that such
interest is extinguished is received by the secretary or other officer or
agent authorized to tabulate votes before the proxy exercises his
authority under the appointment, or (ii) other notice of the revocation
of the appointment is received by the secretary or other officer or
agent authorized to tabulate votes before the proxy exercises his
authority under the appointment.  Other notice of revocation may, in
the discretion of the corporation, be deemed to include the appearance
at a shareholders' meeting of the shareholder who granted the proxy
and his voting in person on any matter subject to a vote at such
meeting.

   The death or incapacity of the shareholder appointing a proxy does
not affect the right of the corporation to accept the proxy's authority
unless notice of the death or incapacity is received by the secretary or
other officer or agent authorized to tabulate votes before the proxy
exercises his authority under the appointment.

   The corporation shall not be required to recognize an appointment
made irrevocable if it has received a writing revoking the appointment
signed by the shareholder (including a shareholder who is a successor
to the shareholder who granted the proxy) either personally or by his
attorney-in-fact, notwithstanding that the revocation may be a breach
of an obligation of the shareholder to another person not to revoke the
appointment.

   Subject to Section 11 and any express limitation on the proxy's
authority appearing on the appointment form, the corporation is
entitled to accept the proxy's vote or other action as that of the
shareholder making the appointment.

   Section 10.    Voting of Shares.  Each outstanding share, regardless
of class, shall be entitled to one vote, except in the election of
directors, and each fractional share shall be entitled to a corresponding
fractional vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of the shares of
any class or classes are limited or denied by the articles of
incorporation and by the resolution of the board of directors
authorizing the issuance of the shares of any particular class, as
permitted by the Colorado Business Corporation Act.  Cumulative
voting shall not be permitted in the election of directors or for any
other purpose.  Each record holder of shares of common stock shall be
entitled to vote in the election of directors and shall have as many
votes for each of the shares owned by him as there are directors to be
elected and for whose election he has the right to vote.

   At each election of directors, that number of candidates equaling the
number of directors to be elected, having the highest number of votes
cast in favor of their election, shall be elected to the board of
directors.

   Except as otherwise ordered by a court of competent jurisdiction
upon a finding that the purpose of this Section would not be violated
in the circumstances presented to the court, the shares of the
corporation are not entitled to be voted if they are owned, directly or
indirectly, by a second corporation, domestic or foreign, and the first
corporation owns, directly or indirectly, a majority of the shares
entitled to vote for directors of the second corporation except to the
extent the second corporation holds the shares in a fiduciary capacity.

   Redeemable shares are not entitled to be voted after notice of
redemption is mailed to the holders and a sum sufficient to redeem the
shares has been deposited with a bank, trust company or other
financial institution under an irrevocable obligation to pay the holders
the redemption price on surrender of the shares.

   Section 11.    Corporation's Acceptance of Votes.  If the name
signed on a vote, consent, waiver, proxy appointment, or proxy
appointment revocation corresponds to the name of a shareholder, the
corporation, if acting in good faith, is entitled to accept the vote,
consent, waiver, proxy appointment or proxy appointment revocation
and give it effect as the act of the shareholder.  If the name signed on
a vote, consent, waiver, proxy appointment or proxy appointment
revocation does not correspond to the name of a shareholder, the
corporation, if acting in good faith, is nevertheless entitled to accept
the vote, consent, waiver, proxy appointment or proxy appointment
revocation and to give it effect as the act of the shareholder if:

           (i)    the shareholder is an entity and the name signed
purports to be that of an officer or agent of the entity;

           (ii)   the name signed purports to be that of an
administrator, executor, guardian or conservator representing the
shareholder and, if the corporation requests, evidence of fiduciary
status acceptable to the corporation has been presented with respect to
the vote, consent, waiver, proxy appointment or proxy appointment
revocation;

           (iii)  the name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder and, if the corporation
requests, evidence of this status acceptable to the corporation has been
presented with respect to the vote, consent, waiver, proxy appointment
or proxy appointment revocation;

           (iv)   the name signed purports to be that of a pledgee,
beneficial owner or attorney-in-fact of the shareholder and, if the
corporation requests, evidence acceptable to the corporation of the
signatory's authority to sign for the shareholder has been presented
with respect to the vote, consent, waiver, proxy appointment or proxy
appointment revocation;

           (v)    two or more persons are the shareholder as co-tenants
or fiduciaries and the name signed purports to be the name of at least
one of the co-tenants or fiduciaries, and the person signing appears to
be acting on behalf of all the co-tenants or fiduciaries; or

           (vi)   the acceptance of the vote, consent, waiver, proxy
appointment or proxy appointment revocation is otherwise proper
under rules established by the corporation that are not inconsistent with
this Section 11.

   The corporation is entitled to reject a vote, consent, waiver, proxy
appointment or proxy appointment revocation if the secretary or other
officer or agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature on it or
about the signatory's authority to sign for the shareholder.

   Neither the corporation nor its officers nor any agent who accepts
or rejects a vote, consent, waiver, proxy appointment or proxy
appointment revocation in good faith and in accordance with the
standards of this Section is liable in damages for the consequences of
the acceptance or rejection.

   Section 12.    Informal Action by Shareholders.  Any action
required or permitted to be taken at a meeting of the shareholders may
be taken without a meeting if a written consent (or counterparts
thereof) that sets forth the action so taken is signed by all of the
shareholders entitled to vote with respect to the subject matter thereof
and received by the corporation.  Such consent shall have the same
force and effect as a unanimous vote of the shareholders and may be
stated as such in the document.  Action taken under this Section 12 is
effective as of the date the last writing necessary to effect this action is
received by the corporation, unless all of the writings specify a
different effective date, in which case such specified date shall be the
effective date for such action.  If any shareholder revokes his consent
as provided for herein prior to what would otherwise be the effective
date, the action proposed in the consent shall be invalid.  The record
date for determining shareholders entitled to take action without a
meeting is the date the corporation receives a writing upon which the
action is taken.

   Any shareholder who has signed a writing describing and
consenting to action taken pursuant to this Section 12 may revoke such
consent by a writing signed by the shareholder describing the action
and stating that the shareholder's prior consent thereto is revoked, if
such writing is received by the corporation before the effectiveness of
the action.

   Section 13.    Meetings by Telecommunication.  Any or all of the
shareholders may participate in an annual or special shareholders'
meeting by, or the meeting may be conducted through the use of, any
means of communication by which all persons participating in the
meeting may hear each other during the meeting.  A shareholder
participating in a meeting by this means is deemed to be present in
person at the meeting.
                               ARTICLE III
                           Board of Directors

   Section 1.     General Powers.  All corporate powers shall be
exercised by or under the authority of, and the business and affairs of
the corporation shall be managed under the direction of its board of
directors, except as otherwise provided in the Colorado Business
Corporation Act or the articles of incorporation.

   Section 2.     Number, Qualifications and Tenure.  The number of
directors of the corporation shall be fixed from time to time by the
board of directors, within a range of no less than one or more than
five.  A director shall be a natural person who is eighteen years of age
or older.  A director need not be a resident of Colorado or a
shareholder of the corporation.

   Directors shall be elected at each annual meeting of shareholders. 
Each director shall hold office until the next annual meeting of
shareholders following his election and thereafter until his successor
shall have been elected and qualified.  Directors shall be removed in
the manner provided by the Colorado Business Corporation Act.

   Section 3.     Vacancies.  Any director may resign at any time by
giving written notice to the corporation.  Such resignation shall take
effect at the time the notice is received by the corporation unless the
notice specifies a later effective date.  Unless otherwise specified in
the notice of resignation, the corporation's acceptance of such
resignation shall not be necessary to make it effective.   Any vacancy
on the board of directors may be filled by the affirmative vote of a
majority of the shareholders or the board of directors.  If the directors
remaining in office constitute fewer than a quorum of the board, the
directors may fill the vacancy by the affirmative vote of a majority of
all the directors remaining in office.  If elected by the directors, the
director shall hold office until the next annual shareholder's meeting at
which directors are elected.  If elected by the shareholders, the director
shall hold office for the unexpired term of his predecessor in office;
except that, if the director's predecessor was elected by the directors to
fill a vacancy, the director elected by the shareholders shall hold office
for the unexpired term of the last predecessor elected by the
shareholders.

   Section 4.     Regular Meetings.  A regular meeting of the board of
directors shall be held without notice immediately after and at the
same place as the annual meeting of shareholders.  The board of
directors may provide by resolution the time and place, either within
or outside Colorado, for the holding of additional regular meetings
without other notice.

   Section 5.     Special Meetings.  Special meetings of the board of
directors may be called by or at the request of the president or chief
executive officer, or any director.  The person or persons authorized to
call special meetings of the board of directors may fix any place,
either within or outside Colorado, as the place for holding any special
meeting of the board of directors called by them, provided that no
meeting shall be called outside the State of Colorado unless a majority
of the board of directors has so authorized.

   Section 6.     Notice.  Notice of any special meeting shall be given
at least two days prior to the meeting by written notice either
personally delivered or mailed to each director at his business address,
or by notice transmitted by telegraph, telex, electronically transmitted
facsimile or other form of wire or wireless communication.  If mailed,
such notice shall be deemed to be given and to be effective on the
earlier of (i) three days after such notice is deposited in the United
States mail, properly addressed, with postage prepaid, or (ii) the date
shown on the return receipt, if mailed by registered or certified mail
return receipt requested.  If notice is given by telex, electronically
transmitted facsimile or other similar form of wire or wireless
communication, such notice shall be deemed to be given and to be
effective when sent, and with respect to a telegram, such notice shall
be deemed to be given and to be effective when the telegram is
delivered to the telegraph company.  If a director has designated in
writing one or more reasonable addresses or facsimile numbers for
delivery of notice to him, notice sent by mail, telegram, telex,
electronically transmitted facsimile or other form of wire or wireless
communication shall not be deemed to have been given or to be
effective unless sent to such addresses or facsimile numbers, as the
case may be.

   A director may waive notice of a meeting before or after the time
and date of the meeting by a writing signed by such director.  Such
waiver shall be delivered to the corporation for filing with the
corporate records.  Further, a director's attendance at or participation
in a meeting waives any required notice to him of the meeting unless
at the beginning of the meeting, or promptly upon his arrival, the
director objects to holding the meeting or transacting business at the
meeting because of lack of notice or defective notice and does not
thereafter vote for or assent to action taken at the meeting.  Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the board of directors need be specified in the notice or
waiver of notice of such meeting.

   Section 7.     Quorum.  A majority of the number of directors
fixed by the board of directors pursuant to Section 2 or, if no number
is fixed, a majority of the number in office immediately before the
meeting begins, shall constitute a quorum for the transaction of
business at any meeting of the board of directors.  If less than such
majority is present at a meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice, for
a period not to exceed sixty days at any one adjournment.

   Section 8.     Manner of Acting.  The act of the majority of the
directors present at a meeting at which a quorum is present shall be
the act of the board of directors.  No director may vote or act by
proxy at any meeting of directors.

   Section 9.     Compensation.  By resolution of the board of
directors, any director may be paid any one or more of the following: 
his expenses, if any, of attendance at meetings, a fixed sum for
attendance at each meeting, a stated salary as director, or such other
compensation as the corporation and the director may reasonably agree
upon.  No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

   Section 10.    Presumption of Assent.  A director of the corporation
who is present at a meeting of the board of directors or committee of
the board at which  action on any corporate matter is taken shall be
presumed to have assented to the action taken unless (i) the director
objects at the beginning of the meeting, or promptly upon his arrival,
to the holding of the meeting or the transaction of business at the
meeting and does not thereafter vote for or assent to any action taken
at the meeting, (ii) the director contemporaneously requests that his
dissent or abstention as to any specific action taken be entered in the
minutes of the meeting, or (iii) the director causes written notice of his
dissent or abstention as to any specific action to be received by the
presiding officer of the meeting before its adjournment or by the
corporation promptly after the adjournment of the meeting.  A director
may dissent to a specific action at a meeting, while assenting to others. 
The right to dissent to a specific action taken at a meeting of the board
of directors or a committee of the board shall not be available to a
director who voted in favor of such action.

   Section 11.    Committees.  By resolution adopted by a majority of
all the directors in office when the action is taken, the board of
directors may designate from among its members an executive
committee and one or more other committees, and appoint one or more
members of the board of directors to serve on them.  To the extent
provided in the resolution, each committee shall have all the authority
of the board of directors, except that no such committee shall have the
authority to (i) authorize distributions, (ii) approve or propose to
shareholders actions or proposals required by the Colorado Business
Corporation Act to be approved by shareholders, (iii) fill vacancies on
the board of directors or any committee thereof, (iv) amend articles of
incorporation, (v) adopt, amend or repeal the bylaws, (vi) approve a
plan of merger not requiring shareholder approval, (vii) authorize or
approve the reacquisition of shares unless pursuant to a formula or
method prescribed by the board of directors, or (viii) authorize or
approve the issuance or sale of shares, or contract for the sale of
shares or determine the designations and relative rights, preferences
and limitations of a class or series of shares, except that the board of
directors may authorize a committee or officer to do so within limits
specifically prescribed by the board of directors.  The committee shall
then have full power within the limits set by the board of directors to
adopt any final resolution setting forth all preferences, limitations and
relative rights of such class or series and to authorize an amendment of
the articles of incorporation stating the preferences, limitations and
relative rights of a class or series for filing with the Secretary of State
under the Colorado Business Corporation Act.

   Sections 4, 5, 6, 7, 8 and 12 of Article III, which govern meetings,
notice, waiver of notice, quorum, voting requirements and action
without a meeting of the board of directors, shall apply to committees
and their members appointed under this Section 11.

   Neither the designation of any such committee, the delegation of
authority to such committee, nor any action by such committee
pursuant to its authority shall alone constitute compliance by any
member of the board of directors or a member of the committee in
question with his responsibility to conform to the standards of care set
forth in Article III, Section 14 of these bylaws.

   Section 12.    Action Without a Meeting.  Any action required or
permitted to be taken at a meeting of the directors or any committee
designated by the board of directors may be taken without a meeting if
a written consent (or counterparts thereof) that sets forth the action so
taken is signed by all of the directors entitled to vote with respect to
the action taken.  Such consent shall have the same force and effect as
a unanimous vote of the directors or committee members and may be
stated as such in any document.  Unless the consent specifies a
different effective date, action taken under this Section 12 is effective
at the time the last director signs a writing describing the action taken,
unless, before such time, any director has revoked his consent by a
writing signed by the director and received by the president or
secretary of the corporation.

   Section 13.    Telephonic Meetings.  The board of directors may
permit any director (or any member of a committee designated by the
board) to participate in a regular or special meeting of the board of
directors or a committee thereof through the use of any means of
communication by which all directors participating in the meeting can
hear each other during the meeting.  A director participating in a
meeting in this manner is deemed to be present in person at the
meeting.

   Section 14.    Standard of Care.  A director shall perform his duties
as a director, including, without limitation his duties as a member of
any committee of the board, in good faith, in a manner he reasonably
believes to be in the best interests of the corporation, and with the care
an ordinarily prudent person in a like position would exercise under
similar circumstances.  In performing his duties, a director shall be
entitled to rely on information, opinions, reports or statements,
including financial statements and other financial data, in each case
prepared or presented by the persons herein designated.  However, he
shall not be considered to be acting in good faith if he has knowledge
concerning the matter in question that would cause such reliance to be
unwarranted.  A director shall not be liable to the corporation or its
shareholders for any action he takes or omits to take as a director if, in
connection with such action or omission, he performs his duties in
compliance with this Section 14.

   The designated persons on whom a director is entitled to rely are (i)
one or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented, (ii) legal counsel, public accountant, or other person as to
matters which the director reasonably believes to be within such
person's professional or expert competence, or (iii) a committee of the
board of directors on which the director does not serve if the director
reasonably believes the committee merits confidence.


                               ARTICLE IV
                           Officers and Agents

   Section 1.     General.  The officers of the corporation shall be as
determined by the board of directors from time to time, and may
include a president, one or more vice presidents, a secretary, a
treasurer, and such other officers, assistant officers, committees and
agents, including a chairman of the board, assistant secretaries and
assistant treasurers, as the board may consider necessary.  Each officer
shall be a natural person eighteen years of age or older.  The board of
directors or the officer or officers authorized by the board shall from
time to time determine the procedure for the appointment of officers,
their term of office, their authority and duties and their compensation. 
One person may hold more than one office.  In all cases where the
duties of any officer, agent or employee are not prescribed by the
bylaws, or by the board of directors, such officer, agent or employee
shall follow the orders and instructions of the president of the
corporation.

   Section 2.     Appointment and Term of Office.  The officers of
the corporation shall be appointed by the board of directors at each
annual meeting of the board held after each annual  meeting of the
shareholders.  If the appointment of officers is not made at such
meeting or if an officer or officers are to be appointed by another
officer or officers of the corporation, such appointment shall be made
as soon thereafter as conveniently may be.  Each officer shall hold
office until the first of the following occurs:  his successor shall have
been duly appointed and qualified, his death, his resignation, or his
removal in the manner provided in Section 3.

   Section 3.     Resignation and Removal.  An officer may resign at
any time by giving written notice of resignation to the corporation. 
The resignation is effective when the notice is received by the
corporation unless the notice specifies a later effective date.

   Any officer or agent may be removed at any time with or without
cause by the board of directors or an officer or officers authorized by
the board.  Such removal does not affect the contract rights, if any, of
the corporation or of the person so removed.  The appointment of an
officer or agent shall not in itself create contract rights.

   Section 4.     Vacancies.  A vacancy in any office, however
occurring, may be filled by the board of directors, or by the officer or
officers authorized by the board, for the unexpired portion of the
officer's term.  If an officer resigns and his resignation is made
effective at a later date, the board of directors, or officer or officers
authorized by the board, may permit the officer to remain in office
until the effective date and may fill the pending vacancy before the
effective date if the board of directors or officer or officers authorized
by the board provide that the successor shall not take office until the
effective date.  In the alternative, the board of directors, or officer or
officers authorized by the board of directors, may remove the officer
at any time before the effective date and may fill the resulting
vacancy.

   Section 5.     President.  Subject to the direction and supervision of
the board of directors, and unless otherwise determined by the board
of directors in its designation of officers from time to time, the
president shall be the chief executive officer of the corporation, and
shall have general and active control of its affairs and business and
general supervision of its officers, agents and employees.  Unless
otherwise directed by the board of directors, the president shall attend
in person or by substitute appointed by him, or shall execute on behalf
of the corporation written instruments appointing a proxy or proxies to
represent the corporation, at all meetings of the stockholders of any
other corporation in which the corporation holds any stock.  On behalf
of the corporation, the president may in person or by substitute or by
proxy execute written waivers of notice and consents with respect to
any such meetings.  At all such meetings and otherwise, the president,
in person or by substitute or proxy, may vote the stock held by the
corporation, execute written consents and other instruments with
respect to such stock, and exercise any and all rights and powers
incident to the ownership or said stock, subject to the instructions, if
any, of the board of directors.  The president shall have custody of the
treasurer's bond, if any.

   Section 6.     Vice Presidents.  Any vice presidents designated by
the board of directors as officers of the corporation shall assist the
president and shall perform such duties as may be assigned to them by
the president or by the board of directors.  In the absence of the
president, the vice president, if any (or, if more than one, the vice
presidents in the order designated by the board of directors, or if the
board makes no such designation, then the vice president designated by
the president, or if neither the board nor the president makes any such
designation, the senior vice president as determined by first election to
that office), shall have the powers and perform the duties of the
president.

   Section 7.     Secretary.  In the event a secretary is designated by
the board of directors as an officer of the corporation, the secretary
shall (i) prepare and maintain as permanent records the minutes of the
proceedings of the shareholders and the board of directors, a record of
all actions taken by the shareholders or board of directors without a
meeting, a record of all actions taken by a committee of the board of
directors in place of the board of directors on behalf of the
corporation, and a record of all waivers of notice of meetings of
shareholders and of the board of directors or any committee thereof,
(ii) see that all notices are duly given in accordance with the
provisions of these bylaws and as required by law, (iii) serve as
custodian of the corporate records and of the seal of the corporation
and affix the seal to all documents when authorized by the board of
directors, (iv) keep at the corporation's registered office or principal
place of business a record containing the names and addresses of all
shareholders in a form that permits preparation of a list of shareholders
arranged by voting group and by class or series of shares within each
group, that is alphabetical within each class or series and that shows
the address of, and the number of shares of each class or series held
by each shareholder, unless such a record shall be kept at the office of
the corporation's transfer agent or registrar, (v) maintain at the
corporation's principal office the originals or copies of the
corporation's articles of incorporation, bylaws, minutes of all
shareholders' meetings and records of all action taken by shareholders
without a meeting for the past three years, all written communications
within the past three years to shareholders as a group or to the holders
of any class or series of shares as a group, a list of the name and
business addresses of the current directors and officers, a copy of the
corporation's most recent corporate report filed with the Secretary of
State, and financial statements showing in reasonable detail the
corporation's assets and liabilities and results of operations for the last
three years, (vi) have general charge of the stock transfer books of the
corporation, unless the corporation has a transfer agent, (vii)
authenticate records of the corporation, and (vii) in general, perform
all duties incident to the office of secretary and such other duties as
from time to time may be assigned to him by the president or by the
board of directors.  Assistant secretaries, if any, shall have the same
duties and powers subject to supervision by the secretary.  The
directors and/or shareholders may however respectively designate a
person other than the secretary or assistant secretary to keep the
minutes of their respective meetings.

   Any books, records, or minutes of the corporation may be in
written form or in any form capable of being converted into written
form within a reasonable time.

   Section 8.     Treasurer.  In the event a treasurer is designated by
the board of directors as an officer of the corporation, the treasurer
shall be the principal financial officer of the corporation, shall have the
care and custody of all funds, securities, evidences of indebtedness and
other personal property of the corporation and shall deposit the same
in accordance with the instructions of the board of directors.  He shall
receive and give receipts and acquittances for money paid in on
account of the corporation, and shall pay out of the corporation's funds
on hand all bills, payrolls and other just debts of the corporation of
whatever nature upon maturity.  He shall perform all other duties
incident to the office of the treasurer and, upon request of the board,
shall make such reports to it as may be required at any time.  He shall,
if required by the board, give the corporation a bond in such sums and
with such sureties as shall be satisfactory to the board, conditioned
upon the faithful performance of his duties and for the restoration to
the corporation of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control
belonging to the corporation.  He shall have such other powers and
perform such other duties as may from time to time be prescribed by
the board of directors or the president.  The assistant treasurers, if any,
shall have the same powers and duties, subject to the supervision of
the treasurer.

   The treasurer shall also be the principal accounting officer of the
corporation.  He shall prescribe and maintain the methods and systems
of accounting to be followed, keep complete books and records of
account as required by the Colorado Business Corporation Act, prepare
and file all local, state and federal tax returns, prescribe and maintain
an adequate system of internal audit and prepare and furnish to the
president and the board of directors statements of account showing the
financial position of the corporation and the results of its operations.


                                ARTICLE V
                                  Stock

   Section 1.     Certificates.  The board of directors shall be
authorized to issue any of its classes of shares with or without
certificates.  The fact that the shares are not represented by certificates
shall have no effect on the rights and obligations of shareholders.  If
the shares are represented by certificates, such shares shall be
represented by consecutively numbered certificates signed, either
manually or by facsimile, in the name of the corporation by one or
more persons designated by the board of directors.  In case any 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 nonetheless be issued by the
corporation with the same effect as if he were such officer at the date
of its issue.  Certificates of stock shall be in such form  and shall
contain such information consistent with law as shall be prescribed by
the board of directors.  If shares are not represented by certificates,
within a reasonable time following the issue or transfer of such shares,
the corporation shall send the shareholder a complete written statement
of all of the information required to be provided to holders of
uncertificated shares by the Colorado Business Corporation Act.

   Section 2.     Consideration for Shares.  Certificated or
uncertificated shares shall not be issued until the shares represented
thereby are fully paid.  The board of directors may authorize the
issuance of shares for consideration consisting of any tangible or
intangible property or benefit to the corporation, including cash,
promissory notes, services performed or other securities of the
corporation.  Future services shall not constitute payment or partial
payment for shares of the corporation.  The promissory note of a
subscriber or an affiliate of a subscriber shall not constitute payment or
partial payment for shares of the corporation unless the note is
negotiable and is secured by collateral, other than the shares being
purchased, having a fair market value at least equal to the principal
amount of the note.  For purposes of this Section 2, "promissory note"
means a negotiable instrument on which there is an obligation to pay
independent of collateral and does not include a non-recourse note.

   Section 3.     Lost Certificates.  In case of the alleged loss,
destruction or mutilation of a certificate of stock, the board of
directors may direct the issuance of a new certificate in lieu thereof
upon such terms and conditions in conformity with law as the board
may prescribe.  The board of directors may in its discretion require an
affidavit of lost certificate and/or a bond in such form and amount and
with such surety as it may determine before issuing a new certificate.

   Section 4.     Transfer of Shares.  Upon surrender to the
corporation or to a transfer agent of the corporation of a certificate of
stock duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, and receipt of such documentary
stamps as may be required by law and evidence of compliance with all
applicable securities laws and other restrictions, the corporation shall
issue a new certificate to the person entitled thereto, and cancel the old
certificate.  Every such transfer of stock shall be entered on the stock
books of the corporation which shall be kept at its principal office or
by the person and at the place designated by the board of directors.

   Except as otherwise expressly provided in Article II, Sections 7 and
11, and except for the assertion of dissenters' rights to the extent
provided in Article 113 of the Colorado Business Corporation Act, the
corporation shall be entitled to treat the registered holder of any shares
of the corporation as the owner thereof for all purposes, and the
corporation shall not be bound to recognize any equitable or other
claim to, or interest in, such shares or rights deriving from such shares
on the part of any person other than the registered holder, including
without limitation any purchaser, assignee or transferee of such shares
or rights deriving from such shares, unless and until such other person
becomes the registered holder of such shares, whether or not the
corporation shall have either actual or constructive notice of the
claimed interest of such other person.

   Section 5.     Transfer Agent, Registrars and Paying Agents.  The
board may at its discretion appoint one or more transfer agents,
registrars and agents for making payment upon any class of stock,
bond, debenture or other security of the corporation.  Such agents and
registrars may be located either within or outside Colorado.  They
shall have such rights and duties and shall be entitled to such
compensation as may be agreed.


                               ARTICLE VI
                   Indemnification of Certain Persons

   Section 1.     Indemnification.  For purposes of Article VI, a
"Proper Person" means any person who was or is a party or is
threatened to be made a party to any threatened, pending, or complete
action, suit or proceeding, whether civil, criminal, administrative or
investigative, and whether formal or informal, by reason of the fact
that he is or was a director, officer, employee, fiduciary or agent of
the corporation, or is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee, fiduciary or agent of
any foreign or domestic profit or nonprofit corporation or of any
partnership, joint venture, trust, profit or nonprofit unincorporated
association, limited liability company, or other enterprise or employee
benefit plan.  The corporation shall indemnify any Proper Person
against reasonably incurred expenses (including any attorneys' fees),
judgments, penalties, fines (including any excise tax assessed with
respect to an employee benefit plan) and amounts paid in settlement
reasonably incurred by him in connection with such action, suit or
proceeding if it is determined by the groups set forth in Section 4 of
this Article that he conducted himself in good faith and that he
reasonably believed (i) in the case of conduct in his official capacity
with the corporation, that his conduct was in the corporation's best
interests, or (ii) in all other cases (except criminal cases), that his
conduct was at least not opposed to the corporation's best interests, or
(iii) in the case of any criminal proceeding, that he had no reasonable
cause to believe his conduct was unlawful.  A Proper Person will be
deemed to be acting in his official capacity while acting as a director,
officer, employee or agent on behalf of this corporation and not while
acting on this corporation's behalf for some other entity.

   No indemnification shall be made under this Article VI to a Proper
Person with respect to any claim, issue or matter in connection with a
proceeding by or in the right of a corporation in which the Proper
Person was adjudged liable to the corporation or in connection with
any proceeding charging that the Proper Person derived an improper
personal benefit, whether or not involving action in an official
capacity, in which he was adjudged liable on the basis that he derived
an improper personal benefit.  Further, indemnification under this
Section in connection with a proceeding brought by or in the right of
the corporation shall be limited to reasonable expenses, including
attorneys' fees, incurred in connection with the proceeding.

   Section 2.     Right to Indemnification.  The corporation shall
indemnify any Proper Person who was wholly successful, on the
merits or otherwise, in defense of any action, suit, or proceeding as to
which he was entitled to indemnification under Section 1 of this
Article VI against expenses (including attorneys' fees) reasonably
incurred by him in connection with the proceeding without the
necessity of any action by the corporation other than the determination
in good faith that the defense has been wholly successful.

   Section 3.     Effect of Termination of Action.  The termination of
any action, suit or proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall
not of itself create a presumption that the person seeking
indemnification did not meet the standards of conduct described in
Section 1 of this Article VI.  Entry of a judgment by consent as part
of a settlement shall not be deemed an adjudication of liability, as
described in Section 2 of this Article VI.

   Section 4.     Groups Authorized to Make Indemnification
Determination.  Except where there is a right to indemnification as set
forth in Sections 1 or 2 of this Article or where indemnification is
ordered by a court in Section 5, any indemnification shall be made by
the corporation only as authorized in the specific case upon a
determination by a proper group that indemnification of the Proper
Person is permissible under the circumstances because he has met the
applicable standards of conduct set forth in Section 1 of this Article. 
This determination shall be made by the board of directors by a
majority vote of those present at a meeting at which a quorum is
present, which quorum shall consist of directors not parties to the
proceeding ("Quorum").  If a Quorum cannot be obtained, the
determination shall be made by a majority vote of a committee of the
board of directors designated by the board, which committee shall
consist of two or more directors not parties to the proceeding, except
that directors who are parties to the proceeding may participate in the
designation of directors for the committee.  If a Quorum of the board
of directors cannot be obtained and the committee cannot be
established, or even if a Quorum is obtained or the committee is
designated and a majority of the directors constituting such Quorum or
committee so directs, the determination shall be made by (i)
independent legal counsel selected by a vote of the board of directors
or the committee in the manner specified in this Section 4, or, if a
Quorum of the full board of directors cannot be obtained and a
committee cannot be established, by independent legal counsel selected
by a majority vote of the full board (including directors who are
parties to the action) or (ii) a vote of the shareholders.

   Section 5.     Court-Ordered Indemnification.  Any Proper Person
may apply for indemnification to the court conducting the proceeding
or to another court of competent jurisdiction for mandatory
indemnification under Section 2 of this Article, including
indemnification for reasonable expenses incurred to obtain court-
ordered indemnification.  If the court determines that such Proper
Person is fairly and reasonably entitled to indemnification in view of
all the relevant circumstances, whether or not he met the standards of
conduct set forth in Section 1 of this Article or was adjudged liable in
the proceeding, the court may order such indemnification as the court
deems proper except that if the Proper Person has been adjudged
liable, indemnification shall be limited to reasonable expenses incurred
in connection with the proceeding and reasonable expenses incurred to
obtain court-ordered indemnification.

   Section 6.     Advance of Expenses.  Reasonable expenses
(including attorneys' fees) incurred in defending an action, suit or
proceeding as described in Section 1 may be paid by the corporation to
any Proper Person in advance of the final disposition of such action,
suit or proceeding upon receipt of (i) a written affirmation of such
Proper Person's good faith belief that he has met the standards of
conduct prescribed by Section 1 of this Article VI, (ii) a written
undertaking, executed personally or on the Proper Person's behalf, to
repay such advances if it is ultimately determined that he did not meet
the prescribed standards of conduct (the undertaking shall be an
unlimited general obligation of the Proper Person but need not be
secured and may be accepted without reference to financial ability to
make repayment), and (iii) a determination is made by the proper
group (as described in Section 3 of this Article VI) that the facts as
then known to the group would not preclude indemnification. 
Determination and authorization of payments shall be made in the
same manner specified in Section 4 of this Article VI.

   Section 7.     Witness Expenses.  The sections of this Article VI do
not limit the corporation's authority to pay or reimburse expenses
incurred by a director in connection with an appearance as a witness in
a proceeding at a time when he has not been a named defendant or
respondent in the proceeding.

   Section 8.     Report to Shareholders.  Any indemnification of or
advance of expenses to a director in accordance with this Article VI, if
arising out of a proceeding by or on behalf of the corporation, shall be
reported in writing to the shareholders with or before the notice of the
next shareholders' meeting.  If the next shareholder action is taken
without a meeting at the instigation of the board of directors, such
notice shall be given to the shareholders at or before the time the first
shareholder signs a writing consenting to such action.


                               ARTICLE VII
                         Provision of Insurance

   By action of the board of directors, notwithstanding any interest of
the directors in the action, the corporation may purchase and maintain
insurance, in such scope and amounts as the board of directors deems
appropriate on behalf of any person who is or was a director, officer,
employee, fiduciary or agent of the corporation, or who, while a
director, officer, employee, fiduciary or agent of the corporation, is or
was serving at the request of the corporation as a director, officer,
partner, trustee, employee, fiduciary or agent of any other foreign or
domestic corporation or of any partnership, joint venture, trust, profit
or nonprofit unincorporated association, limited liability company or
other enterprise or employee benefit plan, against any liability asserted
against, or incurred by, him in that capacity arising out of his status as
such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of Article VI
or applicable law.  Any such insurance may be procured from any
insurance company designated by the board of directors of the
corporation, whether such insurance company is formed under the laws
of Colorado or any other jurisdiction of the United States or elsewhere,
including any insurance company in which the corporation has an
equity interest or any other interest, through stock ownership or
otherwise.
<PAGE>
                              ARTICLE VIII
                              Miscellaneous

   Section 1.     Seal.  The corporate seal of the corporation shall be
circular in form and shall contain the name of the corporation and the
words, "Seal, Colorado."

   Section 2.     Fiscal Year.  The fiscal year of the corporation shall
be as established by the board of directors.

   Section 3.     Amendments.  The board of directors shall have
power, to the maximum extent permitted by the Colorado Business
Corporation Act, to make, amend and repeal the bylaws of the
corporation at any regular or special meeting of the board unless the
shareholders, in making, amending or repealing a particular bylaw,
expressly provide that the directors may not amend or repeal such
bylaw.  The shareholders also shall have the power to make, amend or
repeal the bylaws of the corporation at any annual meeting or at any
special meeting called for that purpose.

   Section 4.     Gender.  The masculine gender is used in these
bylaws as a matter of convenience only and shall be interpreted to
include the feminine and neuter genders as the circumstances indicate.

   Section 5.     Conflicts.  In the event of any irreconcilable conflict
between these bylaws and either the corporation's articles of
incorporation or applicable law, the latter shall control.

   Section 6.     Definitions.  Except as otherwise specifically
provided in these bylaws, all terms used in these bylaws shall have the
same definition as in the Colorado Business Corporation Act.


   THE FOREGOING BYLAWS, consisting of eighteen (18) pages,
including this page, constitute the bylaws of Boulder Capital
Opportunities II, Inc., adopted by the board of directors of the
corporation as of August 8, 1996.


Robert Soehngen  /s/
President
<PAGE>
EXHIBIT 4.1 - SPECIMEN STOCK CERTIFICATE


Contents:

State of Incorporation
Name of Company
Number of authorized shares of common stock
Name of Individual Shareholder
Number of shares owned by individual shareholder

Fully paid and non-assessable shares
Date of issuance of certificate
Signature of President
Restrictive transfer legend
<PAGE>
EXHIBIT 27 - FINANCIAL DATA SCHEDULE