ENERGY  CORPORATION  OF  AMERICA

                                AMENDED  BY-LAWS
                    (EFFECTIVE AS OF MARCH 18,1996)


     ARTICLE  I

     Offices


          Section  1.  The  principal office of the corporation shall be located
at  4643  South  Ulster  Street, Suite 1100, Denver, Colorado, provided that the
Board  of  Directors  shall  have  power to change the location of the principal
office  at  its  discretion.

          Section  2.  The  corporation may also have offices and keep its books
at such other place or places within or outside of the State of West Virginia as
the  Board of Directors may, from time to time, determine, or as the business of
the  corporation  may  require.

     ARTICLE  II

     Shareholders  and  Shares  of  Stock


          Section  1.  Annual  Meetings.  The annual meeting of the shareholders
shall  be  held on the first Monday in December of each calendar year or on such
other  date in the month of December as may be designated in the notice and call
of  such  meeting,  at the principal office of the corporation, or at such other
place  either  within  or  outside  of  the  State  of  Colorado as the Board of
Directors  shall,  from  time  to time, determine, and the place and the hour at
which  such meeting shall be held shall be stated in the notice and call of such
meeting.  At  such  meeting,  the  Board  of Directors shall be elected and such
other  business  shall  be  transacted  as  is  usual at the annual meeting of a
corporation.  Such  meeting  may  adjourn to a later date, and no notice of such
adjourned  meeting  shall  be  necessary.  If such meeting be not held as herein
prescribed, the election of directors to succeed those whose terms expire may be
held  at  any  meeting  thereafter  called  pursuant  to  these  By-Laws.

          Section  2.  Special  Meetings.  Special  meetings of the shareholders
may  be held at such places within or outside of the State of Colorado as may be
designated  in the notice and call of such meeting, or if no place be specified,
then  at  the  principal office of the corporation; provided, however, that when
called  by the Board of Directors any special meeting of the shareholders may be
held  either  within or outside of the State of Colorado at such place as may be
designated  in  the  notice  and  call of such meeting.  Special meetings of the
shareholders  may  be  called by the Board of Directors, the President, the Vice
President,  the Secretary or the Treasurer, or any number of shareholders owning
in  the  aggregate  of  at  least  one-tenth  (1/10)  of  the  number  of shares
outstanding.  The  notice  of  special  meetings  shall state the business to be
transacted, and no business other than that included in the notice or incidental
thereto  shall be transacted at such meeting.  Special meetings may adjourn to a
later  date,  and  no  notice  of  such  adjourned  meeting  shall be necessary.

          Section 3.  Notice of Meetings.  Notice of annual and special meetings
shall  be  given  by  mailing  to  each  shareholder  a  written  notice thereof
specifying  the  time  and  place  of  such meeting, and, in the case of special
meetings,  the business to be transacted, as hereinbefore set forth, such notice
to be mailed to the last address of the shareholders as they respectively appear
upon  the  books of the corporation, and in the case of annual meetings not less
than  ten  (10) days, and in the case of special meetings not less than five (5)
days,  before  the  date of such meeting and the mailing of such notice shall be
sufficient and no publication or further notice shall be necessary.  Such notice
may  be  signed  by  the  Secretary  or  an  Assistant  Secretary.

          Section 4.  Waiver of Notice.  Notice of the time, place or purpose of
any  meeting  of  shareholders,  whether  required  by  the  provisions  of  the
corporation  laws  of  the State of West Virginia, or by these By-Laws, shall be
dispensed  with  if every shareholder shall attend such meeting either in person
or  by  proxy,  or  if every absent shareholder shall, in writing filed with the
records  of  the  meeting either before or after the holding thereof, waive such
notice.

          Section  5.  Action  by  Unanimous  Consent.  Whenever  the  vote  of
shareholders  at  a  meeting  thereof  is  required  or permitted to be taken in
connection  with any corporate action, the meeting and vote of such shareholders
may be dispensed with if all of the shareholders who would have been entitled to
vote  upon  the action if such meeting were held, shall agree in writing to such
corporate  action  being  taken,  and  such agreement shall have like effect and
validity  as  though  the  action were duly taken by the unanimous action of all
shareholders  entitled to vote at a meeting of such shareholders duly called and
legally  held.

          Section  6.  Quorum.  A quorum of the shareholders shall consist of at
least  a  majority  of  all of the shares of stock entitled to vote.  Any number
less  than a quorum present may adjourn any shareholders' meeting until a quorum
is  present,  and  no  notice  as  to such adjourned meeting shall be necessary.

          Section  7.  Voting  Rights.  In  all  elections  of  directors of the
corporation,  each  shareholder  shall  have the right to cast one vote for each
share  of stock owned by him and entitled to a vote, and he may cast the same in
person  or by proxy for as many persons as there are directors to be elected, or
he may cumulate such votes and give one candidate as many votes as the number of
directors  to  be  elected multiplied by the number of his shares of stock shall
equal;  or he may distribute them on the same principle among as many candidates
and in such manner as he shall desire, and the directors shall not be elected in
any other manner; and on any other question to be determined by a vote of shares
at  any  meeting of shareholders, each shareholder shall be entitled to one vote
for each share of stock owned by him and entitled to a vote, and he may exercise
this  right  in  person  or  by proxy; provided, however, no voting rights shall
attach  to  any fractional part of a share of stock, and no person shall vote on
any  proxy  after  three  (3)  years  from  the  date  thereof, unless the proxy
specifically  confers the right to vote for a longer period and then only within
the  period  specified.

          Section  8.  Organization  of Shareholders' Meeting.  The President of
the  corporation,  or, in his absence, a Vice President, shall call the meetings
of the shareholders to order and shall act as Chairman of such meetings, and the
Secretary or an Assistant Secretary of the corporation shall act as Secretary of
such meetings.  In the absence of such officers, or any one of them, the meeting
shall  designate  the  Chairman  and/or  Secretary,  as  the  case  may  be.

          Section  9.  Order  of  Business.  No formal order of business need be
followed  in  any  meeting,  regular  or  special,  of  the  shareholders.

          Section 10.  Certificates for Shares of Stock.  Every holder of shares
of  stock  in  this corporation, when the same shall be fully paid for, shall be
entitled to have a certificate signed by, or in the name of the corporation, the
President  and  the  Secretary  or  an Assistant Secretary, of this corporation,
certifying  the  number  of  shares  owned  by  him  in  this  corporation.

          Section  11.  Lost  or Destroyed Stock Certificates.  A certificate of
stock  may  be issued in lieu of a certificate lost or destroyed upon compliance
with  the  following terms and conditions by the person who appears by the books
of  the  corporation to be the owner of a lost or destroyed certificate; that is
to  say:  (a)  Such  apparent  owner  shall  file  with  the  officers  of  the
corporation, first, an affidavit setting forth the time, place and circumstances
of the loss to the best of his knowledge and belief; second, proof of his having
advertised  the  loss  in  a newspaper of general circulation published near the
principal  office of the corporation once a week for two weeks; and (b) he shall
execute  and  deliver to the corporation a bond with good security, in a penalty
of  at least the value of the shares of stock represented by a lost or destroyed
certificate,  conditioned  to  indemnify  the  corporation and all persons whose
rights  may be affected by the issuance of a new certificate against any loss in
consequence  of  a  new  certificate being issued; provided, however, that a new
certificate may be issued in lieu of the one lost in the discretion of the Board
of  Directors,  without  requiring  the  publication  of the above notice or the
giving  of  a  bond.

          Section  12.  Ownership  of  Capital  Stock.  The person in whose name
shares  of stock stand on the books of the corporation shall be deemed the owner
thereof so far as the corporation is concerned.  The personal representatives of
a  deceased  stockholder  shall  be  entitled to vote the shares of stock of his
decedent  without  having  any  such shares transferred to him.  No voting right
shall  be  given to any stock while owned by the corporation nor shall any stock
so  held  be  entitled  to  any  dividend.

          Section 13.  Stock Transfer Books.  Stock transfer books shall be kept
by the Secretary or a transfer agent designated by the corporation, in which the
shares  shall  be transferred under such regulations as may be prescribed by the
Board  of  Directors.

          Section  14.  Restrictions  on Transfer, Pledge or Sale of Stock.  The
rights to subscribe for and to transfer, pledge or sell, shares of stock of this
corporation  may  be  made  subject  to  such conditions and restrictions as are
provided  for  in  any  written agreement among and between the stockholders and
this  corporation that may be authorized and approved by the Board of Directors.

          Section  15.  Closing  of  Stock  Books.  The  Board  of  Directors is
authorized  to fix the time, not exceeding forty (40) days preceding the date of
any  meeting  of  the shareholders or any dividend payment date, or any date for
the  allotment  of  rights,  during  which the books of the corporation shall be
closed against the transfer of stock, or in lieu of providing for the closing of
the books against transfer of stock, the Board of Directors is authorized to fix
a  date,  not exceeding forty (40) days preceding the date of any meeting of the
shareholders  or any dividend payment date, or any date for allotment of rights,
as  a  record  date for the determination of the shareholders entitled to notice
of, or to vote at, such meeting and/or entitled to receive such dividend payment
or  rights,  as  the  case  may be, and only shareholders of record on such date
shall be entitled to notice of and/or to vote at such meeting or to receive such
dividend  payments  or  rights.


     ARTICLE  III

     Directors


          Section  1.  Board  of  Directors.  The  business  and  affairs of the
corporation  shall  be  managed  by a Board of Directors.  Directors need not be
residents  of  the  State  of  West Virginia or shareholders in the corporation.

          Section  2.  Election  of  Directors.  The initial number of directors
shall  be  at  least  three (3) but not more than eleven (11), provided that the
number  may be increased or decreased from time to time by an amendment to these
By-Laws,  but  no  decrease  shall have the effect of shortening the term of any
incumbent  director.  The  directors  shall be elected at each annual meeting of
the  shareholders,  or  any  adjournment thereof, to serve until the next annual
meeting  of the shareholders or until their offices shall be declared vacant, or
until  their  successors  are  elected  and  qualified.

          Section  3.  Vacancies.  Any  vacancy  occurring  in  the  Board  of
Directors  may  be  filled  by  the affirmative vote of the remaining directors,
though less than a quorum of the Board.  Any directorship to be filled by reason
of  an  increase  in  the  number of directors shall be filled by election at an
annual  meeting or at a special meeting of shareholders called for that purpose.
A  director elected to fill a vacancy shall be elected for the unexpired term of
his  predecessor  in  office.

          Section 4.  Quorum of Directors.  A majority of the Board of Directors
shall  constitute  a  quorum  for  the  transaction of business.  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.

          Section  5.  Annual  Meeting  of  Directors.  Within  thirty (30) days
after  each  annual  meeting  of shareholders, the Board of Directors elected at
such meeting shall hold an annual meeting at which they shall elect officers and
transact  such  other  business  as  may  come  before  the  meeting.

          Section  6.  Regular  Meetings of Directors.  A regular meeting of the
Board  of Directors may be held at such time as shall be determined from time to
time  by  resolution  of  the  Board  of  Directors.

          Section 7.  Special Meetings of Directors.  The Secretary shall call a
special  meeting  of  the  Board of Directors whenever requested to do so by the
President  or  by  two (2) directors.  Such special meeting shall be held at the
time  specified  in  the  notice  of  meeting.

          Section 8.  Place of Directors' Meeting.  All meetings of the Board of
Directors  (annual,  regular  or  special) shall be held either at the principal
office  of  the  corporation or at such other place, either within or outside of
the  State  of  Colorado,  as  shall  be  specified  in  the  notice of meeting.

          Section  9.  Notice of Directors' Meetings.  All meetings of the Board
of Directors (annual, regular or special) shall be held upon not less than three
(3) days written notice stating the date, place and hour of meeting delivered to
each  director either personally or by mail at the direction of the President or
the  Secretary  or  the  officer  or  person  calling  the  meeting.

          Section  10.  Waiver  of Notice.  Notice of the time, place or purpose
of  any  meeting  of  directors,  whether  required  by  the  provisions  of the
corporation  laws  of  the  State of West Virginia or by these By-Laws, shall be
dispensed  with  if  every  director  shall attend such meeting in person, or if
every  absent  director  shall, in writing filed with the records of the meeting
either  before  or  after  the  holding  thereof,  waive  such  notice.

          Section  11.  Action  by  Unanimous  Consent.  Whenever  the  vote  of
directors  at  a  meeting  thereof  is  required  or  permitted  to  be taken in
connection with any corporate action, the meeting and vote of such directors may
be  dispensed with if all the directors shall agree in writing to such corporate
action  being  taken,  and such agreement shall have like effect and validity as
though  the action were duly taken by the unanimous action of all directors at a
meeting  of  such  directors  duly  called  and  legally  held.

          Section  12.  Specification  of  Purpose  of  Meeting  Not  Required.
Neither  the  business  to  be  transacted  at,  nor the purpose of, any annual,
regular  or  special  meeting of the Board of Directors need be specified in the
notice  or  waiver  of  notice  of  such  meeting.

          Section  13.  Order  of Business.  No formal order of business need be
followed  in  any  meeting  of  the  directors,  either  regular  or  special.

          Section 14.  Committees.  The Board of Directors may, by resolution or
resolutions  passed  by  a  majority  of  the whole Board, designate one or more
committees,  each  committee  to  consist of one or more of the directors of the
corporation,  which,  to  the extent provided in such resolution or resolutions,
shall  have  and  may  exercise  the  powers  of  the  Board of Directors in the
management of the business and affairs of the corporation, and may have power to
authorize  the  seal  of  the  corporation to be affixed to all papers which may
require  it.  Such  committee or committees shall have such name or names as may
be determined from time to time by resolution adopted by the Board of Directors.

          Section  15.  Election  of  Officers.  The  directors  shall elect the
President,  Vice  President, the Secretary and Treasurer of the corporation, and
may  elect  all  other  officers  and agents, or, as to the latter, may delegate
their election to an officer and/or officers of the corporation.  In addition to
the foregoing officers, the Board of Directors may designate such other officers
or  officials  as  from  time to time may be deemed advisable, and may prescribe
their  duties.  The  directors  shall  have the power to fix the salaries of all
officers,  agents and employees of the corporation, but in the absence of action
by  the directors, such power shall be vested in the President, except as to his
own  salary  and  that  of  any  Vice  President.

          Section  16.  Compensation.  Directors, as such, shall not receive any
stated salary for their services, but by resolution of the Board of Directors, a
fixed  sum  and expenses of attendance, if any, may be allowed for attendance at
each  annual,  regular  or  special  meeting of the Board, provided that nothing
herein  contained  shall  be construed to preclude any director from serving the
corporation  in  any  other  capacity  and  receiving  compensation  therefor.

     ARTICLE  IV

     Officers  and  Agents


          Section  1.  Officers.  Officers  of  the  corporation  shall  be  a
President,  Vice President, Secretary and Treasurer, all of whom shall be chosen
by the Board of Directors.  None of the officers of the corporation need to be a
shareholder  or  director  of  the  corporation.  Any  two  of  the  above named
officers,  except  those of the President and Secretary, may be held by the same
person,  but  no  officer shall execute, acknowledge or verify any instrument in
more  than  one  capacity,  if  such  instrument  is required by law or by these
By-Laws  to  be  executed, acknowledged, verified or countersigned by any two or
more  officers.  The  foregoing officers shall hold office until the next annual
meeting  of  the  Board  of  Directors,  held  after  the  annual meeting of the
shareholders, and until their successors are elected and qualified.  Any duty to
be  performed  by  an  officer  of  the corporation may be performed by his duly
authorized  assistant  officer.

          Section  2.  Removal  of  Officers.  Any  and  all  officers  of  the
corporation  may  be  removed  at  any  time  and  their successors elected by a
majority vote of the Board of Directors at any regular or special meeting of the
directors.

          Section  3.  Agents  and  Employees.  All  agents and employees of the
corporation may be appointed and their salaries fixed by the Board of Directors,
by  the  President,  and  except  as  to  any  Vice President, the Secretary and
Assistant  Secretary,  the  Treasurer  and  Assistant Treasurer, they shall hold
office  during  the will and pleasure of the President, subject to action by the
Board  of Directors, and may be removed at any time by the President, subject to
action by the Board of Directors.  If such agents and employees are appointed by
the  directors,  they  (except the above specified officers) may nevertheless be
removed  by  the  President,  unless  he  be expressly forbidden so to do by the
directors.

          Section  4.  Powers  and Duties of the President.  The President shall
preside at all meetings of the shareholders and the Board of Directors.  Subject
to  the  control  of the Board of Directors, he shall have general charge of the
business of the corporation; he shall keep the Board of Directors fully informed
of  the  business  of  the  corporation;  he may sign and execute all authorized
bonds,  contracts  or  other  obligations  in  the name of, and on behalf of the
corporation; and, with the Secretary or an Assistant Secretary, or the Treasurer
or an Assistant Treasurer, eh shall sign all certificates of stock; and, without
further  authorization than these presents, he may sign all checks and/or drafts
upon  funds  of  the  corporation in its name and on its behalf, and any bank or
depository  in  which funds of the corporation shall be deposited shall be fully
and conclusively protected in honoring any checks and/or drafts on behalf of the
corporation  signed  by  the  President.  Subject  to the action of the Board of
Directors,  eh shall have the power to fix the salaries of all officers, agents,
and  employees  of the corporation, except the President and any Vice President,
and shall have the power to employ and discharge all agents and employees of the
corporation,  subject  to the control of the Board of Directors, except the Vice
Presidents,  the  Secretary and Assistant Secretary, the Treasurer and Assistant
Treasurer.  He  shall generally conduct the affairs of the corporation and shall
do  and perform such other duties as from time to time may be assigned to him by
the  Board  of  Directors.

          Section  5.   Vice President.  The Vice President shall perform all of
the duties and be vested with all of the authority of the President in case of a
vacancy  in the office of President or in the absence or disqualification of the
President  and  shall have such other powers and shall perform such other duties
as  may be assigned to him by the Board of Directors.  If there be more than one
Vice  President,  the  Board  of Directors may designate one of them as a Senior
Vice  President  and  he shall perform all the duties and be vested with all the
authority  set  forth in the preceding sentence; and the other Vice President or
Vice Presidents shall have such other powers and shall perform such other duties
as  may  be  assigned  to  him  or  them  by  the  Board  of  Directors.

          Section  6.  Secretary.  The  Secretary  shall keep the minutes of all
meetings  of  the  Board of Directors and the shareholders.  The Secretary shall
likewise  attend  to  the  giving  and serving of all notices of meetings, shall
affix  the  seal  of  the  corporation  to  all  certificates  of  stock and all
authorized  contracts  and  obligations  of the corporation, shall attest to the
same,  shall  keep the transfer books and ledgers of the corporation which books
shall  be  at  all reasonable times, open for examination to any director, shall
perform  in  general  all of the duties incident to the office of the Secretary,
and  shall  have  such  other  powers  and  duties as shall be from time to time
conferred  upon  him  by  the  Board  of  Directors.

          Section 7.  Assistant Secretary.  The Board of Directors may designate
and  choose  an  Assistant Secretary, who shall have the usual powers and duties
pertaining  to  his  office together with such other powers and duties as may be
assigned to him by the Board of Directors.  In case of the absence or disability
of  the  Secretary,  the  duties  of  the  Secretary  shall  be performed by the
Assistant  Secretary.

          Section  8.  Treasurer.  The  Treasurer  shall have the custody of all
the  funds  and  securities  of the corporation and shall have the power to sign
checks  and  drafts of the corporation, and any depository in which the funds of
the  corporation  are  deposited shall be conclusively protected in honoring and
acting  upon  any  check  or draft signed by the Treasurer.  The Treasurer shall
keep full and accurate account of all moneys received and paid on account of the
corporation  which  shall  truly  reflect  all  the  financial  transactions and
conditions  of the corporation, shall conform to the requirements hereof, and he
shall  generally  perform  all  acts  incident to the position of Treasurer, and
shall  have  such  further  powers  and  duties  as  shall  be from time to time
conferred  upon  him  by  the  Board  of  Directors.

          Section 9.  Assistant Treasurer.  The Board of Directors may designate
and  choose  an  Assistant Treasurer, who shall have the usual powers and duties
pertaining  to  his  office together with such other powers and duties as may be
assigned to him by the Board of Directors.  In case of the absence or disability
of  the  Treasurer,  the  duties  of  the  Treasurer  shall  be performed by the
Assistant  Treasurer.


     ARTICLE  V

     Indemnification

          Section  1.  Indemnification.  Every  person (and the heirs, executors
and administrators of such person) who is or was a director, officer or employee
of  the  corporation,  or  of  any  other company which he served as such at the
request  of  the corporation and of which the corporation directly or indirectly
is  a stockholder or creditor, or in which,  or in the stocks, bonds, securities
or  other  obligations  of which it is any way, interested, shall be entitled to
indemnification  as a right by the corporation against any and all liability and
reasonable  expense  that may be incurred by him in connection with or resulting
from  any  claim, action, suit or proceeding (whether brought by or in the right
of the corporation or such other company or otherwise), civil or criminal, or in
connection  with an appeal relating thereto, in which he may become involved, as
a party or  otherwise, by reason of his being or having been a director, officer
or employee of the corporation or such other company, or by reason of any action
taken  or  not  taken  in  his  capacity  as such director, officer or employee,
whether  or  not  he  continues to be such at the time such liability or expense
shall  have been incurred, except in such cases wherein the director, officer or
employee  is  adjudged liable for negligence or misconduct in the performance of
duty  to  the corporation or such other company, and except, in addition, in any
criminal  action or proceeding, had reasonable cause to believe that his conduct
was  unlawful;  and  in  such  excepted  cases, criminal actions or proceedings,
indemnification  may  be  made at the discretion of the corporation.  As used in
this paragraph, the terms "liability" and "expense" shall include, but shall not
be limited to, counsel fees and disbursements and amounts of judgments, fines or
penalties  against,  and  amounts  paid in settlement by, a director, officer or
employee.  The  termination  of  any claim, action, suit or proceeding, civil or
criminal,  by  judgment,  settlement (whether with or without court approval) or
conviction  or  upon  a plea of guilty or of nolo contendere, or its equivalent,
shall not create a presumption that a director, officer or employee did not meet
the  standards  of  conduct set forth in this paragraph.  Expenses incurred with
respect  to  any claim, action, suit or proceeding of the character described in
this paragraph may be advanced by the corporation prior to the final disposition
thereof upon receipt of an undertaking by or on behalf of the recipient to repay
such  amount  unless  it  shall  ultimately be determined that he is entitled to
indemnification under this paragraph.  The rights of indemnification provided in
this  paragraph  shall  be in addition to any rights to which any such director,
officer  or employee or other person may otherwise be entitled under any by-law,
agreement,  vote  of  stockholders,  or  otherwise.


     ARTICLE  VI

     Corporate  Records

          Section  1.  Corporate  Records.  The  directors  and  officers of the
corporation  shall  keep  accurate  account  of all corporate transactions.  The
books  and  records  of  the  corporation  shall  at  all  times  be  subject to
examination  by  any director or by any committee appointed for the purpose at a
meeting  of the shareholders, or by the holders of at least five percent (5%) of
the  stock  outstanding  not  in  a meeting.  The minutes and resolutions of the
Board  of  Directors  shall at all times be open to examination by any member of
the  Board  or  by any committee appointed by the shareholders, and such minutes
shall  be  produced  whenever  required by the shareholders at any meeting.  The
books  of the corporation shall be so kept as to show at all times what money or
other  consideration  was received by the corporation for the stock issued by it
and  the  number  of  shares  issued.


     ARTICLE  VII

     Dividends  and  Finance

          Section  1.  Dividends.  The  Board of Directors may from time to time
declare  and  pay  dividends of so much of the net profits of the corporation as
they  deem  it  prudent  to  divide,  payable  in  cash or other property of the
corporation,  against  its  accumulated  earnings  or  surplus,  whenever  such
declaration  of  dividends  will  not  impair  the  capital  of the corporation.

          Section  2.  Depository of Funds.  The moneys of the corporation shall
be  deposited  in the name of the corporation in such bank, banks, trust company
or  trust companies as the Board of Directors shall designate and shall be drawn
out  only  by  check, signed by persons designated by resolution of the Board of
Directors.

          Section  3.  Fiscal  Year.  The  fiscal  year of the corporation shall
begin  on  the  first day of July in each year, unless otherwise provided by the
Board  of  Directors.


     ARTICLE  VIII

     Corporate  Seal

          Section  1.  Corporate  Seal.  The  corporate seal of this corporation
shall  be  circular  in  form  and shall have inscribed thereon the name of this
corporation  and  the  words  "Corporate  Seal"  in the center, and the Board of
Directors  for  this  purpose hereby adopts the seal, the impression of which is
made  on  the  margin  hereof.


     ARTICLE  IX

     Amendment  to  By-Laws

          Section  1.  Amendment  to  By-Laws.  These  By-Laws  may  be altered,
amended or repealed in whole or in part at any meeting of the Board of Directors
by the affirmative vote of a majority of the directors present at the meeting, a
quorum being present, subject to repeal or change by the affirmative vote of the
holders  of  a  majority  of  the issued and outstanding shares then entitled to
vote,  at  any  meeting  of  the  shareholders.