BYLAWS
                                                 OF
                                    THE MONARCH CEMENT COMPANY


                                              OFFICES

            1.  Registered Office and Registered Agent.  The location of the
registered office and the name of the registered agent of the corporation in
the State of Kansas shall be as stated in the charter or as shall be determined
from time to time by the board of directors and on file in the appropriate
public offices of the State of Kansas pursuant to applicable provisions of law.

            2.  Corporate Offices.  The corporation may have such other
corporate offices and places of business anywhere within or without the State
of Kansas as the board of directors may from time to time designate or the
business of the corporation may require.


                                               SEAL

            3.  Corporate Seal.  The corporate seal of the corporation shall
consist of two concentric circles between which shall be the name of the
corporation and in the center shall be inscribed "Incorporated Kansas".  Said
seal may be altered at pleasure and may be used by causing it or a facsimile
thereof to be impressed or affixed or otherwise used.


                                       STOCKHOLDERS' MEETINGS

            4.  Place of Meetings.  All meetings of the stockholders shall be
held at the offices of the corporation in the City of Humboldt, State of
Kansas, or at such other place either within or without the State of Kansas as
shall be designated from time to time by the board of directors and stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

            5.  Annual Meeting.  An annual meeting of the stockholders of the
corporation shall be held on the second Wednesday in April of each year, if not
a legal holiday, and if a legal holiday, then on the next business day
following, at 2:00 p.m., or at such other date and time as shall be designated
from time to time by the board of directors and stated in the notice of the
meeting, at which the stockholders shall elect directors to succeed those whose
terms expire by a plurality vote to serve until the next annual meeting of the
stockholders and until their successors are elected and qualified, or until
their earlier resignation or removal, and shall transact such other business as
may properly be brought before the meeting.  At the annual meeting the
stockholders may transact such other business as may be desired, whether or not
the same was specified in the notice of the meeting, unless the consideration
of such other business without its having been specified in the notice of the
meeting as one of the purposes thereof is prohibited by law.

            6.  Special Meetings.  Special meetings of the stockholders may be
held for any purpose or purposes, unless otherwise prescribed by statute or by
the charter, and may be called by the chairman of the board, by the president,
by the elected vice president, by the secretary, by the board of directors, or
by the holders of, or by any officer or stockholder upon the written request of
the holders of, not less than twenty per cent (20%) of the outstanding stock
entitled to vote at such meeting, and shall be called by any officer directed
to do so by the board of directors or requested to do so in writing by a
majority of the board of directors.  Any such written request shall state the
purpose or purposes of the proposed meeting.

            The "call" and the "notice" of any such meeting shall be deemed to
be synonymous.

            7.  Voting.  At all meetings of stockholders, every stockholder
having the right to vote shall be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such stockholder and
bearing a date not more than three years prior to said meeting, unless said
instrument shall provide for a longer period.  Unless otherwise provided by the
charter, at each such meeting, each share of Capital Stock registered in the
stockholder's name on the books of the corporation shall entitle the holder
thereof to one vote on all matters submitted to the stockholders, and each
share of Class B Capital Stock will entitle the holder thereof to ten votes on
all such matters.  All actions submitted to a vote of stockholders will be
voted upon by holders of Capital Stock and Class B Capital Stock voting
together except that the holders of Capital Stock and Class B Capital Stock
will vote separately as classes with respect to amendments to the Articles of
Incorporation that alter or change the powers, preferences or special rights of
their respective classes of stock so as to affect them adversely, and with
respect to such other matters as may require class votes under the applicable
law of the State of Kansas.  At all meetings of stockholders the voting may be
otherwise than by ballot, including the election of directors, except that,
unless otherwise provided by the charter, any qualified voter may demand a vote
by ballot on any matter, in which event such vote shall be taken by ballot.

            A stockholder holding stock in a fiduciary capacity shall be
entitled to vote the shares so held, and a stockholder whose stock is pledged
shall be entitled to vote unless, in the transfer by the pledgor on the books
of the corporation, he shall have expressly empowered the pledgee to vote
thereon, in which case only the pledgee or his proxy may represent said stock
and vote thereon.

            8.  Quorum.  The holders of a majority of the outstanding shares of
stock entitled to vote there at, present in person or represented by proxy,
shall constitute a quorum at all meetings of the stockholders for the
transaction of any business, except as otherwise provided by law, by the
charter, or by these bylaws.  Every decision of a majority in amount of stock
of such quorum shall be valid as a corporate act, except in those specific
instances in which a larger vote is required by law or by the charter or by
these bylaws.

            If the holders of a majority of the outstanding shares of stock
entitled to vote not be present at a meeting of stockholders, the holders of a
majority of the stock present in person or by proxy at such meeting shall have
power successively to adjourn the meeting from time to time to a specified time
and place, without notice to anyone other than announcement at the meeting,
until a quorum shall be present in person or by proxy.  At such adjourned
meeting at which a quorum shall be present in person or by proxy, any business
may be transacted which might have been transacted at the original meeting
which was adjourned.  If the adjournment is for more than thirty (30) days, or
if after adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

            9.  Stock Ledger.  The original or duplicate stock ledger shall be
the only evidence as to who are the stockholders entitled to examine the list
required under section 10 of these bylaws or the books of the corporation, or
to vote in person or by proxy at any meeting of the stockholders.

           10.  Stockholders' Lists.  The officer, who has charge of the stock
ledger, shall, if requested in writing by any stockholder at least twenty (20)
days prior to any meeting of stockholders or if ordered to do so by the board
of directors, prepare and make, at least ten (10) days before such meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held.  The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

           11.  Notice.  Written or printed notice of each meeting of the
stockholders, whether annual or special, stating the place, date and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes
thereof, shall be given to each stockholder of record of the corporation
entitled to vote at such meeting, either personally or by mail, not less than
ten (10) days nor more than fifty (50) days prior to the meeting.  If mailed,
such notice shall be deemed to be delivered when it is deposited in the United
States mail with postage thereon addressed to the stockholder at his address as
it appears on the records of the corporation.

           12.  Consent of Stockholders in Lieu of Meeting.  To the extent, if
any, and in the manner permitted by statute and unless otherwise provided in
the charter, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if consent in writing, setting forth
the action so taken, shall be signed by all the holders of outstanding stock
entitled to vote thereon.


                                          BOARD OF DIRECTORS

           13.  Directors - Power of the Board.  The business and affairs of
this corporation shall be managed by a board of eleven directors.  Each
director must be the holder of record of at least one share of capital stock.
In addition to the powers and authorities by these bylaws and the charter
expressly conferred upon the board of directors, the board may exercise all
such powers of the corporation and do all such lawful acts and things as are
not by statute or by the charter or by these bylaws directed or required to be
exercised or done by the stockholders.

           14.  Classes and Terms of Office.  The board of directors shall be
divided into three classes, Class I consisting of three directors, Class II
consisting of four directors and Class III consisting of four directors.  The
term of office of the directors of Class I will expire at the annual meeting of
the stockholders in 1984; the term of office of the directors of Class II will
expire one year thereafter; the term of office of the directors of Class III
will expire two years thereafter.  At each annual meeting of stockholders held
after this classification and election, directors shall be chosen for a full
three-year term, to succeed those whose terms expire.  Each director so elected
shall hold office for the term for which he was elected and until his successor
is elected and qualified or until his earlier resignation or removal.  Any
increase or decrease in the number of directors shall be apportioned by the
board of directors among the classes so as to make all classes as nearly equal
in number as possible.  No decrease in the number of directors shall shorten
the term of any incumbent director.  Directors of the corporation may be
removed only for cause.

           Each director, upon his election, shall qualify by accepting the
office of director by executing and filing with the corporation a written
acceptance of his election which shall be placed in the minute book.

           15.  Vacancies and Newly-Created Directorships.  Vacancies and
newly-created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in
office, though less than a quorum, or by a sole remaining director, unless it
is otherwise provided in the charter or these bylaws.  A director who is chosen
in the manner provided in these bylaws to fill a vacancy on the board or to
fill a newly-created directorship resulting from an increase in the number of
directors shall hold office until the next election of the class for which such
director shall have been chosen and until his successor is elected and
qualified or until his earlier resignation or removal.  If there are no
directors in office, then an election of directors may be held in the manner
provided by statute.

           16.  Meetings of the Newly Elected Board - Notice.  The first
meeting of the members of each newly elected board of directors shall be held
(i) at such time and place either within or without the State of Kansas as
shall be suggested or provided by resolution of the stockholders at the meeting
at which such newly elected board was elected, and no notice of such meeting
shall be necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum shall be present, or (ii) if not so
suggested or provided for by resolution of the stockholders or if a quorum
shall not be present, at such time and place as shall be consented to in
writing by a majority of the newly elected directors, provided that written or
printed notice of such meeting shall be given to each of the other directors in
the same manner as provided in section 19 of these bylaws with respect to the
giving of notice for special meetings of the board except that it shall not be
necessary to state the purpose of the meeting in such notice, or (iii)
regardless of whether or not the time and place of such meeting shall be
suggested or provided for by resolution of the stockholders, at such time and
place as shall be consented to in writing by all of the newly elected
directors.

           17.  Regular Meetings.  Regular meetings of the board of directors
may be held without notice at such times and places either within or without
the State of Kansas as shall from time to time be fixed by resolution adopted
by the full board of directors.  Any business may be transacted at a regular
meeting.

           18.  Special Meetings.  Special meetings of the board of directors
may be called at any time by the chairman of the board, the president, the
elected vice president or the secretary, or by any two (2) or more of the
directors.  The place may be within or without the State of Kansas as
designated in the notice.

           19.  Notice of Special Meetings.  Written or printed notice of each
special meeting of the board, stating the place, day and hour of the meeting
and the purpose or purposes thereof, shall be mailed to each director addressed
to him at his residence or usual place of business at least three (3) days
before the day on which the meeting is to be held, or shall be sent to him by
telegram, or delivered to him personally, at least two (2) days before the day
on which the meeting is to be held.  If mailed, such notice shall be deemed to
be delivered when it is deposited in the United States mail with postage
thereon addressed to the director at his residence or usual place of business.
 If given by telegraph, such notice shall be deemed to be delivered when it is
delivered to the telegraph company.  The notice may be given by any officer
having authority to call the meeting.  "Notice" and "call" with respect to such
meetings shall be deemed to be synonymous.  Any meeting of the board of
directors shall be a legal meeting without any notice thereof having been given
if all directors shall be present.

           20.  Meetings by Conference Telephone or Similar Communications
Equipment.  Unless otherwise restricted by the charter or these bylaws, members
of the board of directors of the corporation, or any committee designated by
the board, may participate in a meeting of the board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
a meeting pursuant hereto shall constitute presence in person at such meeting.

           21.  Quorum.  Unless otherwise required by law, the charter or these
bylaws, a majority of the total number of directors shall be necessary at all
meetings to constitute a quorum for the transaction of business, and except as
may be otherwise provided by law, the charter or these bylaws, the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors.

           If at least two (2) directors or one third (1/3) of the whole board
of directors, whichever is greater, is present at any meeting at which a quorum
is not present, a majority of the directors present at such meeting shall have
power successively to adjourn the meeting from time to time to a subsequent
date, without notice to any director other than announcement at the meeting.
At such adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the original meeting which was
adjourned.

           22.  Standing or Temporary Committees.  The board of directors may,
by resolution or resolutions passed by a majority of the whole board, designate
one (1) or more committees, each committee to consist of two (2) or more
directors of the corporation.  The board may designate one (1) or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.  In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in the place of any such absent or
disqualified member.  Any such committee, to the extent provided in the
resolution of the board of directors or in these bylaws, shall have and may
exercise all of the powers and authority of the board of directors in the
management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority of the board of
directors with respect to amending the charter, adopting an agreement of merger
or consolidation, recommending to the stockholders the sale, lease or exchange
of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the bylaws of the corporation; and,
unless the resolution, these bylaws or the charter expressly so provide, no
such committee shall have power or authority to declare a dividend or to
authorize the issuance of stock.

           Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.
All committees so appointed shall, unless otherwise provided by the board of
directors, keep regular minutes of the transactions at their meetings and shall
cause them to be recorded in books kept for that purpose in the office of the
corporation and shall report the same to the board of directors at its next
meeting.  The secretary or an assistant secretary of the corporation may act as
secretary of the committee if the committee so requests.

           23.  Compensation.  The board of directors shall not receive any
stated salary or compensation for their services as such, but unless otherwise
restricted by the charter, may, by resolution, fix a sum which shall be allowed
and paid for attendance at each meeting of the board of directors and may
provide for reimbursement of expenses incurred by directors in attending each
meeting; provided that nothing herein contained shall be construed to preclude
any director from serving the corporation in any other capacity and receiving
his regular compensation therefore.  Members of special or standing committees
may be allowed similar compensation for attending committee meetings.

           24.  Resignations.  Any director may resign at any time upon written
notice to the corporation.  Such resignation shall take effect at the time
specified therein or shall take effect upon receipt thereof by the corporation
if no time is specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

           25.  Indemnification of Directors and Officers.
           (a)  General.  In addition to and without limiting the rights to
indemnification and advancement of expenses specifically provided for in the
other paragraphs of this paragraph 25, the corporation shall indemnify and
advance expenses to each person who is or was a director or officer of the
corporation and each person who is or has been a director or officer of the
corporation and is or was serving at the request of the corporation as a
director, officer, employee or agent of any Other Enterprise (as such term is
defined herein) to the full extent permitted or authorized by the laws of the
State of Kansas as in effect on the date of the adoption of this paragraph 25
and as may hereafter be amended.

           (b)  Indemnification in Actions by Third Parties.  The corporation
shall indemnify each person who is or has been a director or officer of the
corporation and who has been or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, investigative or appellate (other than an
action by or in the right of the corporation) by reason of the fact that such
person is or was an officer or director of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise (each such other entity, an "Other Enterprise") against all
liabilities and expenses, including, without limitation, judgments, amounts
paid in settlement, attorneys' fees, ERISA excise taxes or penalties, fines and
other litigation expenses actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful; provided, however, that the corporation shall not be required to
indemnify or advance expenses to any such person or persons seeking
indemnification or advancement of expenses in connection with an action, suit
or proceeding initiated by such person unless the initiation of such action,
suit or proceeding was approved by the board of directors of the corporation.
The termination of any such action, suit or proceeding by judgment, order,
settlement, conviction or under a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding that such person had reasonable cause to believe
that such person's conduct was unlawful.

           (c)  Indemnification in Derivative Actions.  The corporation shall
indemnify each person who is or has been an officer or director of the
corporation and who has been or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person is or was an officer or director of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of any Other Enterprise against amounts paid in settlement of actions or
suits which the board of directors has determined are frivolous or not in the
best interests of the corporation, incurred by such person in connection with
the defense or settlement of such action or suit and against all expenses
(including attorneys' fees) actually and reasonably incurred by such person if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, except that
no indemnification under this subparagraph (c) shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged liable
to the corporation unless and only to the extent that the court in which the
action or suit is brought determines upon application that, despite the
adjudication of liability and in view of all the circumstances of the case, the
person is fairly and reasonably entitled to such indemnification.

           (d)  Determination of Right to Indemnification.  Prior to
indemnifying a person pursuant to the provisions of subparagraphs (b) and (c)
of this paragraph 25, unless ordered by a court, the corporation shall
determine that such person has met the specified standard of conduct entitling
such person to indemnification as set forth under subparagraphs (b) or (c) of
this paragraph 25.  Any determination that a person shall or shall not be
indemnified under the provisions of subparagraphs (b) and (c) of this paragraph
25 shall be made by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding,
or if such quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion or by the stockholders, and such determination shall be final and
binding upon the corporation; provided, however, that to the extent permitted
by law, in the event that such determination is adverse to the person or
persons to be indemnified hereunder, such person or persons shall have the
right to maintain an action in any court of competent jurisdiction against the
corporation to determine whether or not such person or persons has met the
requisite standard of conduct and is entitled to such indemnification
hereunder.  If such court action is successful and the person or persons is
determined to be entitled to such indemnification, such person or persons shall
be reimbursed by the corporation for all fees and expenses (including
attorneys' fees) incurred in connection with any such action.

           (e)  Advancement of Expenses.  To the extent permitted or authorized
by the laws of the State of Kansas, expenses (including attorneys' fees)
actually and reasonably incurred by a person who may be entitled to
indemnification hereunder in defending an action, suit or proceeding, whether
civil, criminal, administrative, investigative or appellate, shall be paid by
the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not entitled
to indemnification by the corporation.  In no event shall any advance be made
in instances where the board, the stockholders or independent legal counsel
reasonably determines that such person would not be entitled to indemnification
hereunder.

           (f)  Non-Exclusivity.  The indemnification and advancement of
expenses provided by this paragraph 25 shall not be exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any statute, under the charter, bylaws, agreement, vote of
stockholders or disinterested directors, policy of insurance or otherwise, both
as to action in their official capacity and as to action in another capacity
while holding their respective offices, and shall not limit in any way any
right which the corporation may have to make additional indemnifications with
respect to the same or different persons or classes of persons.  The
indemnification and advancement of expenses provided by, or granted pursuant
to, this paragraph 25 shall continue as to a person who has ceased to be a
director or officer of the corporation and as to a person who is or has been a
director or officer of the corporation and has ceased serving at the request of
the corporation as a director, officer, employee or agent of any Other
Enterprise and shall inure to the benefit of the heirs, executors,
administrators and estate of such a person.

           (g)  Vesting of Rights.  The rights granted by this paragraph 25
shall be vested in each person entitled to indemnification hereunder as a
bargained-for, contractual condition of such person's acceptance of his
election or appointment as a director or officer of the corporation and while
this paragraph 25 may be amended or repealed, no such amendment or repeal shall
release, terminate or adversely affect the rights of such person under this
paragraph 25 with respect to any act taken or the failure to take any act by
such person prior to such amendment or repeal or with respect to any action,
suit or proceeding with respect to such act or failure to act filed after such
amendment or repeal.

           (h)  Definitions.  For purposes of this paragraph 25, references to:
(1)  "The corporation" shall include, if and only if the board of directors
shall determine, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or
officer of such constituent corporation, or is or has been a director or
officer of such constituent corporation and is or was serving at the
request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or
Other Enterprise, shall stand in the same position under the provisions
of this paragraph 25 with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued;
(2)  "Other Enterprises" or "Other Enterprise" shall include employee benefit
plans;
(3)  "fines" shall include any excise taxes assessed on a person with respect
to an employee benefit plan;
(4)  "defense" shall include investigations of any threatened, pending or
completed action, suit or proceeding as well as appeals thereof and shall
also include any defensive assertion of a cross claim or a counterclaim;
(5)  "serving at the request of the corporation" shall include any service as a
director or officer of the corporation which imposes duties on, or
involves services by, such director or officer with respect to an
employee benefit plan, its participants or beneficiaries; and

      As referred to in this paragraph 25, a person who acted in good faith and
in a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in
a manner "not opposed to the best interests of the corporation."  For the
purpose of this paragraph 25, unless the board of directors of the corporation
shall determine otherwise, any director or officer of the corporation who shall
serve as an officer, director, employee or agent of any Other Enterprise of
which the corporation, directly or indirectly, is a stockholder or creditor, or
in which the corporation is in any way interested, shall be presumed to be
serving as such director, officer, employee or agent at the request of the
corporation.  In all other instances where a person who is or has been a
director or officer of the corporation shall serve as a director, officer,
employee or agent of an Other Enterprise, if it is not otherwise established
that such person is or was serving as such director, officer, employee or agent
at the request of the corporation, the board of directors of the corporation
shall determine whether such person is or was serving at the request of the
corporation, and it shall not be necessary to show any actual or prior request
for such service, which determination shall be final and binding on the
corporation and the person seeking indemnification.

           (i)  Severability.  If any provision of this paragraph 25 or the
application of any such provision to any person or circumstance is held
invalid, illegal or unenforceable for any reason whatsoever, the remaining
provisions of this paragraph 25 and the application of such provision to other
persons or circumstances shall not be affected thereby and to the fullest
extent possible the court finding such provision invalid, illegal or
unenforceable shall modify and construe the provision so as to render it valid
and enforceable as against all persons or entities and to give the maximum
possible protection to persons subject to indemnification hereby within the
bounds of validity, legality and enforceability.  Without limiting the
generality of the foregoing, if any person who is or was an officer or director
of the corporation or any such person who is or was serving at the request of
the corporation as a director, officer, employee or agent of any Other
Enterprise, is entitled under any provision of this paragraph 25 to
indemnification by the corporation for some or a portion of the judgments,
amounts paid in settlement, attorneys' fees, ERISA excise taxes or penalties,
fines or other expenses actually and reasonably incurred by such person in
connection with any threatened, pending or completed action, suit or proceeding
(including, without limitation, the investigation, defense, settlement or
appeal of such action, suit or proceeding), but not, however, for all of the
total amount thereof, the corporation shall nevertheless indemnify such person
for the portion thereof to which such person is entitled.

           26.  Action Without a Meeting.  Unless otherwise restricted by the
charter or these bylaws, any action required or permitted to be taken at any
meeting of the board of directors or any committee thereof may be taken without
a meeting if written consent thereto is signed by all members of the board of
directors or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the board or committee.


                                              OFFICERS

           27.(a)  Elected Officers - Who Shall Constitute.  The board of
directors at each annual meeting thereof shall elect the elected officers of
the corporation who may be the chairman of the board, vice chairman of the
board, president, vice president (herein referred to as the "elected vice
president"), executive vice president, secretary and treasurer.  The chairman
of the board, vice chairman of the board, president, elected vice president,
executive vice president, secretary and treasurer shall be elected from among
the members of the board of directors.  Any one individual may hold two offices
at the same time.

           An elected officer shall be deemed qualified when he enters upon the
duties of the office to which he has been elected or appointed and furnishes
any bond required by the board; but the board may also require his written
acceptance and promise faithfully to discharge the duties of such office.

           (b)  Elected and Appointed Officers - Term of Office.  Each elected
or appointed officer of the corporation shall hold his office at the pleasure
of the board of directors or for such other period as the board may specify at
the time of his election or appointment, or until his death, resignation or
removal by the board, whichever first occurs.  In any event, each officer of
the corporation who is not reelected or reappointed at the annual election of
officers by the board next succeeding his election or appointment shall be
deemed to have been removed by the board, unless the board provides otherwise
at the time of his election or appointment.

           (c)  Other Agents.  The board from time to time may also appoint
such other agents for the corporation as it shall deem necessary or advisable,
each of whom shall serve at the pleasure of the board or for such period as the
board may specify, and shall exercise such powers, have such titles and perform
such duties as shall be determined from time to time by the board or by an
officer empowered by the board to make such determinations.

           28.  Appointed Officers and Agents.  The board of directors may from
time to time appoint such vice presidents (herein referred to as "appointed
vice presidents"), assistant vice presidents, assistant secretaries, assistant
treasurers and other agents and attorneys as may be deemed necessary, who may
exercise such powers, possess such authorities, and perform such duties as
shall be determined by the board of directors.  The board, by resolution
adopted by majority of the board, may place any such appointed officer or agent
under the jurisdiction of an elected officer and delegate to such elected
officer the authority to determine the powers and duties of such appointed
officer and agent under his jurisdiction.

           29.  Bond.  The board of directors may require in its discretion any
of the officers to furnish a bond.  Any bond issued by other than a corporate
surety shall be renewed at least every three years.

           30.  The Chairman of the Board and the Vice Chairman of the Board.
If a chairman of the board be elected, he shall preside at all meetings of the
directors at which he may be present and shall have such other duties, powers
and authority as may be prescribed elsewhere in these bylaws.  The board of
directors may delegate such other authority and assign such additional duties
to the chairman of the board, other than those conferred by law exclusively
upon the president, as it may from time to time determine, and, to the extent
permissible by law, the board may designate the chairman of the board as the
chief executive officer of the corporation with all of the powers otherwise
conferred upon the president of the corporation under paragraph 31 of these
bylaws, or it may, from time to time, divide the responsibilities, duties and
authority for the general control and management of the corporation's business
and affairs between the chairman of the board and the president.

           If a vice chairman of the board be elected, he shall (i) in the
absence, disability or inability to act of the chairman of the board, perform
the duties and exercise the powers of the chairman, (ii) perform such duties of
the chairman of the board as the chairman may from time to time delegate, and
(iii) perform such other duties as the board of directors shall from time to
time prescribe.

           31.  The President.  Unless the board otherwise provides, the
president shall be the chief executive officer of the corporation with such
general executive powers and duties of supervision and management as are
usually vested in the office of the chief executive officer of a corporation,
and he shall carry into effect all directions and resolutions of the board.
The president shall preside at all meetings of the stockholders and, in the
absence of the chairman of the board and the vice chairman of the board, shall
preside at all meetings of the board of directors.

           The president may execute all bonds, notes, debentures, mortgages
and other instruments for and in the name of the corporation, may cause the
corporate seal to be affixed thereto, and may execute all other instruments for
and in the name of the corporation.

           Unless the board otherwise provides, the president, or any person
designated in writing by him, shall have full power and authority on behalf of
this corporation (i) to attend and to vote or take action at any meeting of the
holders of securities of corporations in which this corporation may hold
securities, and at such meetings shall possess and may exercise any and all
rights and powers incident to being a holder of such securities, and (ii) to
execute and deliver waivers of notice and proxies for and in the name of the
corporation with respect to any securities held by this corporation.

           He shall, unless the board otherwise provides, be ex officio a
member of all standing committees.

           He shall have such other or further duties and authority as may be
prescribed elsewhere in these bylaws or from time to time by the board of
directors or the Executive Committee.

           32.  The Elected Vice President, the Executive Vice President, and
the Appointed Vice Presidents.  There shall be one elected vice president and
one executive vice president as provided in section 27 (a) of these bylaws, and
as many appointed vice presidents as the board of directors may from time to
time appoint, as provided in section 28 of these bylaws.  The elected vice
president shall, in the absence, disability or inability to act of the
president, perform the duties and exercise the powers of the president (except
the powers of the president with respect to salaries and compensation of
elected officers) and shall perform such other duties as the board of directors
shall from time to time prescribe.  The executive vice president, in the
absence, disability or inability of the elected vice president to act, shall
perform the duties and exercise the powers of the elected vice president and
such other duties as the board of directors, the chairman of the board or the
president may from time to time prescribe.

           33.  Secretary and Assistant Secretaries.  The secretary shall
attend all sessions of the board and all meetings of the stockholders (unless
the stockholders at any meeting choose a different person to act as secretary
of the meeting), shall prepare minutes of all proceedings at such meetings and
shall preserve them in a minute book of the corporation.  He shall perform
similar duties for the executive and other standing committees when requested
by the board or any such committee.

           The secretary shall give or cause to be given notice of all meetings
of the stockholders and of the board of directors, except as otherwise provided
in these bylaws.

           The secretary shall see that all books, records, lists and
information, or duplicates, required to be maintained in Kansas, or elsewhere,
are so maintained.

           The secretary shall keep in safe custody the seal of the
corporation, and shall have authority to affix the seal to any instrument
requiring a corporate seal and, when so affixed, he shall attest the seal by
his signature.  The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

           The secretary shall have the general duties, responsibilities and
authorities of a secretary of a corporation and shall perform such other duties
and have such other responsibility and authority as may be prescribed elsewhere
in these bylaws or from time to time by the board of directors or the chief
executive officer of the corporation, under whose direct supervision he shall
be.

           In the absence of the secretary or in the event of his disability,
or inability or refusal to act, the assistant secretaries, in the order
established by the board, may perform the duties and exercise the powers of the
secretary until the board otherwise provides.  Assistant secretaries shall
perform such other duties as the board of directors may from time to time
prescribe.

           34.  The Treasurer and Assistant Treasurers.  The treasurer shall
have responsibility for the safekeeping of the funds and securities of the
corporation, shall keep or cause to be kept full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
keep, or cause to be kept, all other books of account and accounting records of
the corporation.  He shall deposit or cause to be deposited all moneys and
other valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors or by any officer
of the corporation to whom such authority has been granted by the board.

           He shall disburse, or permit to be disbursed, the funds of the
corporation as may be ordered, or authorized generally, by the board, and shall
render to the chief executive officer of the corporation and the directors
whenever they may require it, an account of all his transactions as treasurer
and of those under his jurisdiction, and of the financial condition of the
corporation.

           He shall perform such other duties and shall have such other
responsibility and authority as may be prescribed elsewhere in these bylaws or
from time to time by the board of directors.

           He shall have the general duties, powers and responsibility of a
treasurer of a corporation and shall, unless otherwise provided by the board,
be the chief financial and accounting officer of the corporation.

           If required by the board, he shall give the corporation a bond in a
sum and with one or more sureties satisfactory to the board, for the faithful
performance of the duties of his office and for the restoration to the
corporation, in the case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control which belong to the corporation.

           In the absence of the treasurer or in the event of his disability,
or inability or refusal to act, the assistant treasurers, in the order
established by the board, may perform the duties and exercise the powers of the
treasurer until the board otherwise provides.  Assistant treasurers shall
perform such other duties and have such other authority as the board of
directors may from time to time prescribe.

           35.  Duties of Officers May be Delegated.  If any officer of the
corporation be absent or unable to act, or for any other reason that the board
may deem sufficient, the board may delegate, for the time being, some or all of
the functions, duties, powers and responsibilities of any officer to any other
officer, or to any other agent or employee of the corporation or other
responsible person, provided a majority of the whole board concurs.

           36.  Removal.  Any officer or agent elected or appointed by the
board of directors, and any employee, may be removed or discharged by the board
whenever in its judgment the best interests of the corporation would be served
thereby, but such removal or discharge shall be without prejudice to the
contract rights, if any, of the person so removed or discharged.

           37.  Salaries and Compensation.  Salaries and compensation of all
elected officers of the corporation shall be fixed, increased or decreased by
the board of directors, but this power, except as to the salary or compensation
of the chairman of the board and the president, may, unless prohibited by law,
be delegated by the board to the chairman of the board or the president, or may
be delegated to a committee.  Salaries and compensation of all appointed
officers, agents and employees of the corporation may be fixed, increased or
decreased by the board of directors, but until action is taken with respect
thereto by the board of directors, the same may be fixed, increased or
decreased by the president or such other officer or officers as may be
empowered by the board of directors to do so.

           38.  Delegation of Authority to Hire, Discharge and Designate
Duties.  The board from time to time may delegate to the chairman of the board,
the president or other officer or executive employee of the corporation,
authority to hire, discharge and fix and modify the duties, salary or other
compensation of employees of the corporation under their jurisdiction, and the
board may delegate to such officer or executive employee similar authority with
respect to obtaining and retaining for the corporation the services of
attorneys, accountants and other experts.


                                              STOCK

           39.  Certificates for Shares of Stock.  Certificates for shares of
stock shall be issued in numerical order, and each stockholder shall be
entitled to a certificate signed by, or in the name of the corporation by, the
chairman of the board or the president or a vice president, and by the
treasurer or an assistant treasurer or the secretary or an assistant secretary,
certifying the number, class and character of shares owned by him.  To the
extent permitted by statute, any of or all the signatures on such certificate
may be a facsimile.  In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, such certificate may nevertheless be issued by the
corporation with the same effect as if such officer, transfer agent or
registrar who signed such certificate, or whose facsimile signature shall have
been used thereon, had not ceased to be such officer, transfer agent or
registrar of the corporation.

           40.  Transfers of Stock.  Transfers of stock shall be made only upon
the transfer books of the corporation, kept at the office of the corporation or
of the transfer agent designated to transfer the class of stock, and before a
new certificate is issued the old certificate shall be surrendered for
cancellation.  Until and unless the board appoints some other person, firm or
corporation as its transfer agent (and upon the revocation of any such
appointment, thereafter, until a new appointment is similarly made) the
secretary of the corporation shall be the transfer agent of the corporation
without the necessity of any formal action of the board, and the secretary, or
any person designated by him, shall perform all of the duties thereof.

           41.  Registered Stockholders.  Only registered stockholders shall be
entitled to be treated by the corporation as the holders and owners in fact of
the shares standing in their respective names, and the corporation shall not be
bound to recognize any equitable or other claim to or interest in such shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as expressly provided by the laws of Kansas.

           42.  Lost Certificates.  The board of directors may direct that a
new certificate or certificates be issued in place of any certificate or
certificates theretofore issued by the corporation, alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate or certificates to be lost, stolen or destroyed.  When
authorizing such issue of a replacement certificate or certificates, the board
of directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to give the
corporation and its transfer agents and registrars, if any, a bond in such sum
as it may direct to indemnify it against any claim that may be made against it
with respect to the certificate or certificates alleged to have been lost,
stolen or destroyed, or with respect to the issuance of such new certificate or
certificates.

           43.  Regulations.  The board of directors shall have power and
authority to make all such rules and regulations as it may deem expedient
concerning the issue, transfer, conversion and registration of certificates for
shares of stock of the corporation, not inconsistent with the laws of Kansas,
the charter of the corporation and these bylaws.

           44.  Fixing Record Date.  In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the board of directors may fix,
in advance, a record date, which shall not be more than sixty (60) days nor
less than ten (10) days before the date of such meeting, nor more than sixty
(60) days prior to any other action.  A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the board of directors
may fix a new record date for the adjourned meeting.


                                        DIVIDENDS AND FINANCE

           45.  Dividends.  Dividends upon the outstanding shares of stock of
the corporation, subject to the provisions of the charter and of any applicable
law and of these bylaws, may be declared by the board of directors at any
meeting.  Subject to such provisions, dividends may be paid in cash, in
property, or in shares of stock of the corporation.

           46.  Creation of Reserves.  The directors may set apart out of any
of the funds of the corporation available for dividends a reserve or reserves
for any proper purpose or may abolish any such reserve in the manner in which
it was created.

           47.  Fixing of Capital, Transfers of Surplus.  Except as may be
specifically otherwise provided in the charter, the board of directors is
expressly empowered to exercise all authority conferred upon it or the
corporation by any law or statute, and in conformity therewith, relative to:
  (i) the determination of what part of the consideration
      received for shares of the corporation shall be capital;
 (ii) increasing capital;
(iii) transferring surplus to capital;
 (iv) allocating capital to shares of a particular class of stock;
  (v) the consideration to be received by the corporation for its
      shares; and
 (vi) all similar or related matters;

provided that any concurrent action or consent by or of the corporation and its
stockholders required to be taken or given pursuant to law, shall be duly taken
or given in connection therewith.

           48.  Depositories.  The moneys of the corporation shall be deposited
in the name of the corporation in such bank or banks or other depositories as
the board of directors shall designate, and shall be drawn out only by the
treasurer of the corporation or other persons designated by resolution adopted
by the board of directors, except that the board of directors may delegate said
powers in the manner hereinafter provided in this bylaw 48.  The board of
directors may by resolution authorize an officer or officers of the corporation
to designate any bank or banks or other depositories in which moneys of the
corporation may be deposited, and to designate the persons who may withdraw
funds from any particular account or accounts of the corporation, whether
created by direct designation of the board of directors or by an authorized
officer or officers as aforesaid.

           49.  Fiscal Year.  The board of directors shall have power to fix
and from time to time change the fiscal year of the corporation.  In the
absence of action by the board of directors, the fiscal year of the corporation
shall be the twelve month period ending December 31 each year.

           50.  Directors' Annual Statement.  The board of directors may
present at each annual meeting of the stockholders, and when called for by vote
of the stockholders shall present to any annual or special meeting of the
stockholders, a full and clear statement of the business and condition of the
corporation.


                                          BOOKS AND RECORDS

           51.  Books, Accounts and Records.  The books, accounts and records
of the corporation, except as may be otherwise required by the laws of the
State of Kansas, may be kept outside of the State of Kansas, at such place or
places as the board of directors may from time to time determine.  The board of
directors shall determine whether, to what extent and the conditions upon which
the books, accounts and records of the corporation, or any of them, shall be
open to the inspection of the stockholders, and no stockholder shall have any
right to inspect any book, account or record of the corporation, except as
conferred by law or by resolution of the stockholders or directors.


                                            MISCELLANEOUS

           52.  Waiver of Notice.  Whenever any notice is required to be given
under the provisions of the statutes of Kansas, or of the charter or of these
bylaws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent to notice.  Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called
or convened.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors or members of a
committee of directors need by specified in any written waiver of notice unless
so required by the charter or these bylaws.

           53.  Contracts.  The board of directors may authorize any officer or
officers, or agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

           54.  Amendment of Bylaws.  The board of directors is expressly
authorized to adopt, amend or repeal bylaws of the corporation from time to
time by the affirmative vote of directors constituting a majority of the whole
board; provided, however, that the stockholders at an annual or special meeting
(but not by written consent in lieu of a meeting) may also adopt, amend or
repeal bylaws of the corporation from time to time by the affirmative vote of
the holders of at least two-thirds of the outstanding shares of all classes of
stock of the corporation normally entitled to vote in the election of
directors, voting as one class.  Any adoption, amendment or repeal of a bylaw
by the stockholders may from time to time thereafter be changed by the
affirmative vote of directors constituting a majority of the whole board unless
the stockholders shall have provided otherwise in adopting, amending or
repealing such bylaw.


                                           CERTIFICATE

         The undersigned assistant secretary of The Monarch Cement Company, a
Kansas corporation, hereby certifies that the foregoing bylaws of said
corporation have been duly adopted by the board of directors in accordance with
K.S.A. Sec. 17-6009 and with the provisions of the original bylaws.


Dated:  April 14, 2004

                                           /s/ Debra P. Roe
                                           Debra P. Roe, Assistant Secretary






	17.