EXHIBIT 3.3(b)

                                PENVEST, INC.

                      ADOPTION OF BYLAWS AND SELECTION
                     OF DIRECTORS BY WRITTEN INSTRUMENT


      This document is executed by and on behalf of Upper Peninsula Energy 
Corporation, a Michigan corporation, as the sole shareholder and 
incorporator of PENVEST, INC., a Michigan corporation, pursuant to Section 
223 of the Michigan Business Corporation Act (1972 PA 284, MCLA 450.1223) in 
lieu of a formal meeting of incorporator for the purpose of adopting bylaws 
and selecting directors of PENVEST, INC.

ADOPTION OF BYLAWS

      RESOLVED, that bylaws in the form attached hereto as Exhibit A, be, 
and the same are, hereby adopted as the bylaws of PENVEST, INC.

SELECTION OF DIRECTORS 

      RESOLVED, that each of the following persons are hereby selected as 
directors of PENVEST, INC. to serve until the first annual meeting of 
shareholders of PENVEST, INC. and until their respective successors are duly 
elected and qualified:

         Clarence R. Fisher
         Burton C. Arola
         Neil D. Nelson

      IN WITNESS WHEREOF, Upper Peninsula Energy Corporation, sole 
shareholder and incorporator, has caused this instrument to be executed by 
its duly authorized officer as of the 20th day of October, 1995.

      UPPER PENINSULA ENERGY CORPORATION,
a Michigan corporation




By   /s/ Clarence R. Fisher
   -----------------------------------------
   Clarence R. Fisher, Chairman of the Board
                and President



                                   BYLAWS
                                     OF
                                PENVEST, INC.

                                  ARTICLE I

                                   OFFICES

      Penvest, Inc. (Company) shall maintain a principal office in the State 
of Michigan, as required by law.

                                 ARTICLE II

                                    SEAL

      The Company shall have no corporate seal.

                                 ARTICLE III

                          MEETINGS OF SHAREHOLDERS

      Section 1.  Place.  Meetings of the shareholders of the Company shall 
be held at such place either within or without the State of Michigan as may, 
from time to time, be designated by the Board of Directors and stated in the 
notice of meeting.

      Section 2.  Annual Meeting.  Commencing in 1996, an annual meeting of 
the shareholders of the Company shall be held each year on the fourth 
Tuesday in April (or if that be a legal holiday, then on the next business 
day) for the election of directors and for the transaction of such other 
business as may be brought before the meeting.

      Section 3.  Special Meetings.  Special meetings of the shareholders 
may be called on the order of the Chairman of the Board, the President, a 
Vice President, or of a majority of the Board of Directors.

      Section 4.  Notice.  Written notice of all meetings of the 
shareholders shall be mailed to, or delivered to, each shareholder not less 
than ten (10) nor more than sixty (60) days prior to the meeting.  Notice of 
any meeting shall state in general terms the purposes for which the meeting 
is to be held.

      Section 5.  Quorum.  The holders of a majority of the issued and 
outstanding shares of the capital stock of the Company entitled to vote 
thereat, present in person or represented by proxy, shall constitute a 
quorum for the transaction of business at all meetings of the shareholders, 
except as may otherwise be provided by law, by the Articles of Incorporation 
or by these Bylaws.  The shareholders present in person, or by proxy, at 
such meeting may continue to do business until adjournment, notwithstanding 
the withdrawal of enough shareholders to leave less than a quorum.  If there 
be less than a quorum, the holders of a majority of the stock so present or 
represented may adjourn the meeting from time to time.

      Section 6.  Voting.  At all meetings of the shareholders, every 
registered owner of shares entitled to vote may vote in person or by proxy 
and shall have one vote for each such share standing in his name on the 
books of the Company.  The Board of Directors, in advance of a shareholders' 
meeting, may appoint one or more inspectors to act at the meeting or any 
adjournment thereof.  The inspectors shall perform such duties and shall 
make such determinations as are prescribed by law.

      Section 7.  Chairman of the Meeting.  The Chairman of the Board or, in 
his absence, the President or, in the President's absence, a Vice President 
shall preside at all meetings of the shareholders; and, in the absence of 
all of the same, the Board of Directors may appoint any shareholder to act 
as chairman of the meeting.

      Section 8.  Secretary of Meeting.  The Secretary of the Company shall 
act as secretary of all meetings of the shareholders; and, in his absence, 
the chairman may appoint any person to act as secretary of the meeting.

      Section 9.  Shareholder Action Taken Without Meeting.  Any action 
required or permitted by law to be taken at an annual or special meeting of 
shareholders may be taken without a meeting, without prior notice and 
without a vote, if a consent in writing, setting forth the action so taken, 
is signed by the holders of outstanding stock having not less than the 
minimum number of votes that would be necessary to authorize or take the 
action at a meeting at which all shares entitled to vote thereon were 
present and voted.

      Prompt notice of the taking of the corporate action without a meeting 
by less than unanimous written consent shall be given to shareholders who 
have not consented in writing.

                                 ARTICLE IV

                             BOARD OF DIRECTORS

      Section 1.  Management of Company.  The property, business, and 
affairs of the Company shall be managed and controlled by its Board of 
Directors. 

      Section 2.  Number, Classification and Term of Office.  The number of 
Directors shall be not less than three (3) nor more than seven (7), at the 
discretion of the Board of Directors.  Directors need not be shareholders of 
the Company.  The first Board of Directors of this corporation shall hold 
office until the first annual shareholders' meeting to be held in 1996 and 
thereafter until the annual meeting of shareholders held each subsequent 
year.  Directors shall hold office for the term of one year, and/or until 
their successors are elected and qualified.

      Section 3.  Vacancy.  Whenever any vacancy shall occur in the Board of 
Directors, by reason of death, resignation, or increase in the number of 
directors or otherwise, it may be filled by a majority of the remaining 
directors, through less than a quorum, for the balance of the term.

      Section 4.  Annual Meeting.  The annual meeting of the Board of 
Directors, of which no notice shall be necessary, shall be held immediately 
following the annual meeting of shareholders, or any adjournment thereof, 
for the purpose of the organization of the Board of Directors and the 
election or appointment of officers for the ensuing year and for the 
transaction of such other business as may conveniently and properly be 
brought before such meeting.

      Section 5.  Regular Meetings.  Regular meetings of the Board of 
Directors shall be held at such dates, hours and places as may, from time to 
time, be fixed by the Board of Directors.

      Section 6.  Special Meetings.  Special meetings of the Board of 
Directors may be called by any director.  The Secretary shall give notice of 
the time, place, and purpose or purposes of each special meeting by mailing 
the same at least two days before the meeting or by telephoning or 
telegraphing the same at least one day before the meeting to each director.

      Section 7.  Conduct of Meetings.  At meetings of the Board of 
Directors, the Chairman of the Board, or, in his absence, the President, or 
a designated Vice President shall preside.  A majority of the members of the 
Board of Directors shall constitute a quorum for the transaction of 
business, but less than a quorum may adjourn any meeting from time to time 
until a quorum shall be present, whereupon the meeting may be held, as 
adjourned, without further notice.  At any meeting at which every director 
shall be present, even though without any notice, any business may be 
transacted.

      Section 8.  Compensation.  The directors shall receive such 
compensation for their services as directors and as members of any committee 
appointed by the Board of Directors as may be prescribed by the Board of 
Directors.

      Section 9.  Manifestation of Dissent.  A director of the Company who 
is present at a meeting of the Board of Directors at which action on any 
corporate matter is taken shall be presumed to have assented to the action 
taken, unless his dissent shall be entered in the minutes of the meeting or 
unless he shall file his written dissent to such action with the person 
acting as the secretary of the meeting before the adjournment thereof or 
shall forward such dissent by registered mail to the Secretary of the 
Company immediately after the adjournment of the meeting.  Such right to 
dissent shall not apply to a director who voted in favor of such action.

                                  ARTICLE V

                                 COMMITTEES

      Section 1.  Committees.  The Board of Directors may appoint from among 
its own members such committees as the Board of Directors may determine, 
which shall consist of one or more directors, and which shall have such 
powers and duties as shall, from time to time, be prescribed by the Board of 
Directors.  The Chairman of the Board shall be a member ex officio of each 
committee appointed by the Board of Directors, unless otherwise directed by 
the Board of Directors.

      Section 2.  Rules of Procedure.  A majority of members of any 
committee may fix its rules of procedure.  All action by any committee shall 
be reported to the Board of Directors at a meeting succeeding such 
action and shall be subject to revision, alteration, and approval by the 
Board of Directors; provided that no rights or acts of third parties shall 
be affected by any such revision or alteration.

                                 ARTICLE VI

                                  OFFICERS

      Section 1.  Elections.  The Board of Directors shall elect a Chairman 
of the Board and a President from its own number and such Vice Presidents 
(who may or may not be directors) as in the opinion of the Board of 
Directors the business of the Company requires, a Treasurer and a Secretary; 
and, it shall elect or appoint, from time to time, such other or additional 
officers as in its opinion are desirable for the conduct of the business of 
the Company.  Any two or more offices may be held by the same person.

      Section 2.  Removal.  In its discretion, the Board of Directors, by 
the vote of a majority of the whole Board of Directors, may leave unfilled 
for any such period as it may fix by resolution, any office, except those of 
the Chairman of the Board, President, Treasurer, and Secretary.  Any officer 
or agent shall be subject to removal at any time by the affirmative vote of 
a majority of the whole Board of Directors.  Any officer, agent, or 
employee, other than officers appointed by the Board of Directors, shall 
hold office at the discretion of the officer appointing them.

      Section 3.  Duties of the Chairman of the Board.  The Chairman of the 
Board shall be the Chief Executive Officer of the Company and, as such, 
shall have supervision of its policies, business and affairs, and such other 
powers and duties as are commonly incident to the office of Chief Executive 
Officer.  He shall preside at the meetings of the Board of Directors and may 
call meetings of the Board of Directors and of any committee thereof, 
whenever he deems it necessary, and he shall call to order and act as 
chairman of all meetings of the shareholders of the Company.  He may sign, 
execute, and deliver in the name of the Company, powers of attorney, 
contracts, bonds, and other obligations and shall perform such other duties 
as may be prescribed, from time to time, by the Board of Directors or by the 
Bylaws.  He may appoint officers, agents, or employees other than those 
appointed by the Board of Directors.

      Section 4.  President.  The President shall be the Chief Operating 
Officer of the Company.  He shall exercise such duties as customarily 
pertain to the office of President and Chief Operating Officer and shall 
have general and active supervision over the property, business, and affairs 
of the Company and over its several officers and shall have such other 
duties as shall be delegated by the Chairman of the Board.  He may sign, 
execute, and deliver in the name of the Company, powers of attorney, 
contracts, bonds, and other obligations and shall perform such other duties 
as may be prescribed, from time to time, by the Board of Directors or by the 
Bylaws.  In the absence or disability of the Chairman of the Board, the 
President shall perform the duties and exercise the powers of the Chairman 
of the Board.

      Section 5.  Vice Presidents.  The Vice Presidents shall have such 
powers and perform such duties as may be assigned to them by the Board of 
Directors or the Chairman of the Board or by the President.  In the absence 
or disability of the President and the Vice President (or if more than one, 
the Vice President designated by the Board of Directors to act for the 
President) shall perform the duties and exercise the powers of the 
President.  A Vice President may sign and execute contracts and other 
obligations pertaining to the regular course of his duties.

      Section 6.  Treasurer.  The Treasurer shall have general custody of 
all the funds and securities of the Company and have general supervision of 
the collection and disbursement of funds of the Company.  He shall endorse, 
on behalf of the Company, for collection checks, notes, and other 
obligations, and shall deposit the same to the credit of the Company in such 
bank or banks or depositories as the Board of Directors may designate.  He 
may sign with the Chairman of the Board or the President, or such other 
person or persons as may be designated for the purpose by the Board of 
Directors all bills of exchange or promissory notes of the Company.  He 
shall enter, or cause to be entered, regularly in the books of the Company 
full and accurate account of all moneys received and paid by him on account 
of the Company; shall, at all reasonable times, exhibit his books and 
accounts to any director of the Company upon application at the office of 
the Company during business hours; and, whenever required by the Board of 
Directors or the Chairman of the Board or the President, shall render a 
statement of his accounts.  He shall be responsible to the Board of 
Directors and to the Chairman of the Board and to the President for all 
financial control and internal audit of the Company and the subsidiaries.  
He shall perform such other duties as may be prescribed from time to time by 
the Board of Directors or by the Bylaws.

      Section 7.  Secretary.  The Secretary shall keep the minutes of all 
meetings of the shareholders and of the Board of Directors, and to the 
extent ordered by the Board of Directors, or the Chairman of the Board or 
the President, the minutes of meetings of all committees.  He shall cause 
notice to be given of meetings of shareholders, of the Board of Directors, 
and of any committee appointed by the Board of Directors.  He shall have 
general charge of the records, documents, and papers of the Company not 
pertaining to the performance of the duties vested in other officers, which 
shall, at all reasonable times, be open to the examination of any director.  
He may sign or execute contracts with the Chairman of the Board or the 
President or a Vice President thereunto authorized in the name of the 
Company.  He shall perform such other duties as may be prescribed, from time 
to time, by the Board of Directors or by the Bylaws.

      Section 8.  Bank Accounts.  Bank accounts shall be authorized by 
resolution of the Board of Directors.

      Section 9.  Vacancies.  In case any office shall become vacant, the 
Board of Directors shall have power to fill such vacancies.  In case of the 
absence or disability of any officer, the Board of Directors may delegate 
the powers or duties of any officer to another officer or a director for the 
time being.

      Section 10.  Exercise of Rights as Shareholders.  Unless otherwise 
ordered by the Board of Directors, the Chairman of the Board, the President 
or a Vice President thereunto duly authorized by the Chairman of the Board 
shall have full power and authority on behalf of the Company to attend and 
to vote at any meeting of shareholders of any corporation in which this 
Company may hold stock, and may exercise on behalf of this Company any and 
all of the rights and powers incident to the ownership of such stock at any 
such meeting, and shall have power and authority to execute and deliver 
proxies and consents on behalf of this Company in connection with the 
exercise by this Company of the rights and powers incident to the ownership 
of such stock.  The Board of Directors, from time to time, may confer like 
powers upon any other person or persons.

                                 ARTICLE VII

                                CAPITAL STOCK

      Section 1.  Stock Certificates.  Certificates for stock of the Company 
shall be in such form as the Board of Directors may, from time to time, 
prescribe and shall be signed by the Chairman of the Board or the President 
or a Vice President and the Secretary or an Assistant Secretary.  If 
certificates are countersigned by a Transfer Agent (other than the Company 
or its employee), the signatures of the officers of the Company may be 
facsimile.

      Section 2.  Transfer Agent.  The Board of Directors shall have power 
to appoint one or more Transfer Agents and Registrars for the transfer and 
registration of certificates of stock of any class, and may require that 
stock certificates shall be countersigned and registered by one or more of 
such Transfer Agents and Registrars.

      Section 3.  Transfer of Stock.  Shares of capital stock of the Company 
shall be transferable on the books of the Company only by the holder of 
record thereof in person or by a duly authorized attorney, upon surrender 
and cancellation of certificates for a like number of shares.

      Section 4.  Lost Certificates.  In case any certificate for the 
capital stock of the Company shall be lost, stolen, or destroyed, the 
Company may require such proof of the fact and such indemnity to be given to 
it and to its Transfer Agent and Registrar, if any, as shall be deemed 
necessary or advisable by it.

      Section 5.  Holder of Record.  The Company shall be entitled to treat 
the holder of record of any share or shares of stock as the holder thereof 
in fact and 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 otherwise expressly 
provided by law. 

      Section 6.  Record Date for Determination of Shareholders.  The Board 
of Directors may, in its discretion, for the purpose of determining 
shareholders entitled to notice of, and to vote at, a meeting of 
shareholders or any adjournment thereof, or to express consent or dissent 
from a proposal without a meeting, or for the purpose of determining 
shareholders entitled to receive payment of a dividend or allotment of a 
right, or for the purpose of any other action, may fix in advance a date as 
the record date for any such determination of shareholders.  The record date 
shall not be more than sixty (60) nor less than the ten (10) days before the 
date of the meeting, nor more than sixty (60) days before any other action.  
When a determination of shareholders of record entitled to notice of, or to 
vote at, a meeting of shareholders has been made as provided in this Section 
6, the determination applies to any adjournment of the meeting, unless the 
Board of Directors fixes a new record date under this Section 6 for the 
adjourned meeting.

                                ARTICLE VIII

                                MISCELLANEOUS

      Section 1.  Fiscal Year.  The Board of Directors shall have power to 
fix, and from time to time change, the fiscal year of the Company.  Unless 
otherwise fixed by the Board of Directors, the calendar year shall be the 
fiscal year. 

      Section 2.  Waiver of Notice.  Any notice required to be given under 
the provisions of these Bylaws, or otherwise, may be waived by the 
shareholder, director, or officer to whom such notice is required to be 
given.

      Section 3.  Indemnification.  Directors and officers of the 
corporation and former directors and officers, their heirs, executors and 
administrators, shall be entitled to indemnification by the corporation to 
the extent and under the circumstances permitted by law, including, where 
permitted and upon any undertaking required, payment in advance of expenses 
incurred in defending a civil or criminal action.

                                 ARTICLE IX

                                 AMENDMENTS

      The shareholders entitled to vote may alter, amend, add to or repeal 
these Bylaws.