EXHIBIT 3.2


                               AMENDED & RESTATED

                                     BYLAWS

                                       OF

                              C & D PRODUCTION INC.
                   (formerly known as Huile' Oil & Gas, Inc.)
                                    _________

                                    ARTICLE I

                                  STOCKHOLDERS

                  1. CERTIFICATES  REPRESENTING  STOCK. Every holder of stock in
the  corporation  shall be entitled to have a  certificate  signed by, or in the
name of,  the  corporation  by the  Chairman  or  Vice-Chairman  of the Board of
Directors,  if any, or by the President or a Vice-President and by the Treasurer
or an  Assistant  Treasurer or the  Secretary  or an Assistant  Secretary of the
corporation  or by agents  designated by the Board of Directors,  certifying the
number  of  shares  owned  by him in  the  corporation  and  setting  forth  any
additional statements that may be required by the General Corporation Law of the
State  of  Nevada  (General   Corporation  Law).  If  any  such  certificate  is
countersigned or otherwise  authenticated by a transfer agent or transfer clerk,
and by a registrar,  a facsimile of the signature of the officers,  the transfer
agent or the transfer clerk or the registrar of the  corporation  may be printed
or lithographed  upon the certificate in lieu of the actual  signatures.  If any
officer or officers  who shall have  signed,  or whose  facsimile  signature  or
signatures  shall have been used on any certificate or certificates  shall cease
to be such officer or officers of the  corporation  before such  certificate  or
certificates  shall have been delivered by the  corporation,  the certificate or
certificates  may  nevertheless  be adopted by the corporation and be issued and
delivered  as though the  person or  persons  who  signed  such  certificate  or
certificates,  or whose facsimile  signature or signatures  shall have been used
thereon, had not ceased to be such officer or officers of the corporation.

                  Whenever the  corporation  shall be  authorized  to issue more
than one  class of stock or more than one  series  of any  class of  stock,  the
certificates  representing  stock of any such  class or  series  shall set forth
thereon  the  statements   prescribed  by  the  General   Corporation  Law.  Any
restrictions  on the transfer or registration of transfer of any shares of stock
of any  class  or  series  shall  be  noted  conspicuously  on  the  certificate
representing such shares.

                  The  corporation may issue a new certificate of stock in place
of any certificate  theretofore issued by it, alleged to have been lost, stolen,
or  destroyed,  and the Board of  Directors  may  require the owner of any lost,
stolen,  or  destroyed  certificate,  or his legal  representative,  to give the
corporation a bond  sufficient to indemnify  the  corporation  against any claim
that  may  be  made  against  it on  account  of the  alleged  loss,  theft,  or
destruction of any such certificate or the issuance of any such new certificate.


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                  2. FRACTIONAL SHARE INTERESTS.  The corporation is not obliged
to but may execute and deliver a  certificate  for or  including a fraction of a
share.  In lieu of executing and  delivering a  certificate  for a fraction of a
share, the corporation may proceed in the manner prescribed by the provisions of
Section 78.205 of the General Corporation Law.

                  3.  STOCK   TRANSFERS.   Upon   compliance   with   provisions
restricting the transfer or registration of transfer of shares of stock, if any,
transfers or  registration  of  transfers of shares of stock of the  corporation
shall be made only on the  stock  ledger of the  corporation  by the  registered
holder  thereof,  or by his attorney  thereunto  authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent  or  a  registrar,  if  any,  and  on  surrender  of  the  certificate  or
certificates  for such shares of stock properly  endorsed and the payment of all
taxes, if any, due thereon.

                  4.   RECORD  DATE  FOR   STOCKHOLDERS.   For  the  purpose  of
determining 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 the 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  directors  may fix,  in
advance,  a record  date,  which shall not be more than sixty days nor less than
ten days before the date of such meeting,  nor more than sixty days prior to any
other action.  If a record date is not fixed, the record date is at the close of
business  on the day  before  the day on which  notice is given or, if notice is
waived,  at the close of  business  on the day  before the  meeting  is held.  A
determination  of stockholders of record entitled to notice of or to vote at any
meeting of  stockholders  applies to an  adjournment  of the meeting;  provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting. The directors must fix a new record date if the meeting is adjourned to
a date more than sixty days later than the date set for the original meeting.

                  5.  MEANING  OF  CERTAIN  TERMS.  As used in these  Bylaws  in
respect of the right to notice of a meeting of  stockholders or a waiver thereof
or to participate or vote thereat or to consent or dissent in writing in lieu of
a meeting,  as the case may be, the term "share" or "shares" or "share of stock"
or "shares of stock" or "stockholder" or "stockholders" refers to an outstanding
share or shares of stock and to a holder  or  holders  of record of  outstanding
shares of stock when the  corporation  is  authorized to issue only one class of
shares of stock,  and said reference is also intended to include any outstanding
share or shares of stock and any  holder  or  holders  of record of  outstanding
shares  of  stock  of any  class  upon  which  or  upon  whom  the  Articles  of
Incorporation  confers such rights where there are two or more classes or series
of  shares  of stock or upon  which or upon  whom the  General  Corporation  Law
confers  such rights  notwithstanding  that the  articles of  incorporation  may
provide  for more than one  class or  series of shares of stock,  one or more of
which are limited or denied such rights thereunder;  provided,  however, that no
such  right  shall  vest  in the  event  of an  increase  or a  decrease  in the
authorized  number of shares of stock of any class or series  which is otherwise
denied voting rights under the provisions of the Articles of Incorporation.


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                  6. STOCKHOLDER MEETINGS.

                  - TIME.  The annual  meeting  shall be held on the date and at
the time fixed,  from time to time, by the directors,  provided,  that the first
annual  meeting  shall  be held  on a date  within  thirteen  months  after  the
organization of the  corporation,  and each  successive  annual meeting shall be
held on a date within  thirteen  months after the date of the  preceding  annual
meeting.  A special  meeting  shall be held on the date and at the time fixed by
the directors.

                  - PLACE. Annual meetings and special meetings shall be held at
such place,  within or without the State of Nevada,  as the directors  may, from
time to time, fix.

                  - CALL.  Annual meetings and special meetings may be called by
the directors or by any officer instructed by the directors to call the meeting.

                  - NOTICE OR WAIVER OF NOTICE.  Notice of all meetings shall be
in writing and signed by the President or a Vice-President, or the Secretary, or
an Assistant Secretary, or by such other person or persons as the directors must
designate.  The notice must state the purpose or purposes  for which the meeting
is called and the time when,  and the place,  where it is to be held.  A copy of
the notice must be either delivered personally or mailed postage prepaid to each
stockholder  not less than ten nor more than sixty days before the  meeting.  If
mailed, it must be directed to the stockholder at his address as it appears upon
the records of the corporation.  Any stockholder may waive notice of any meeting
by a writing signed by him, or his duly  authorized  attorney,  either before or
after the  meeting;  and if notice of any kind is required to be given under the
provisions of the General  Corporation Law, a waiver thereof in writing and duly
signed  whether  before  or  after  the time  stated  therein,  shall be  deemed
equivalent thereto.

                  - CONDUCT OF MEETING.  Meetings of the  stockholders  shall be
presided over by one of the following  officers in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, a Vice-President,  or, if none of the foregoing is
in  office  and  present  and  acting,  by  a  chairman  to  be  chosen  by  the
stockholders.  The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant  Secretary is present the Chairman of the meeting shall appoint
a secretary of the meeting.

                  - PROXY  REPRESENTATION.  At any meeting of stockholders,  any
stockholder  may designate  another person or persons to act for him by proxy in
any manner  described in, or otherwise  authorized by, the provisions of Section
78.355 of the General Corporation Law.

                  - INSPECTORS.  The directors,  in advance of any meeting, may,
but need not,  appoint one or more  inspectors of election to act at the meeting
or any adjournment thereof. If an inspector or inspectors are not appointed, the
person  presiding  at the  meeting  may,  but  need  not,  appoint  one or  more
inspectors.  In case any person who may be appointed  as an  inspector  fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding  thereat.  Each
inspector,  if any, before entering upon the discharge of his duties, shall take


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and sign an oath  faithfully  to execute the duties of inspector at such meeting
with  strict  impartiality  and  according  to  the  best  of his  ability.  The
inspectors,  if any, shall  determine the number of shares of stock  outstanding
and the voting power of each,  the shares of stock  represented  at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes,  ballots or consents,  hear and  determine all  challenges  and questions
arising in  connection  with the right to vote,  count and  tabulate  all votes,
ballots or  consents,  determine  the result,  and do such acts as are proper to
conduct the election or vote with  fairness to all  stockholders.  On request of
the person presiding at the meeting, the inspector or inspectors,  if any, shall
make a report in writing of any challenge,  question or matter determined by him
or them and execute a certificate of any fact found by him or them.

                  - QUORUM.  A majority of the voting power,  which includes the
voting  power that is present in person or by proxy,  regardless  of whether the
proxy has authority to vote on all matters, constitutes a quorum at a meeting of
stockholders  for the  transaction of business  unless the action to be taken at
the meeting shall require a greater  proportion.  The  stockholders  present may
adjourn the meeting despite the absence of a quorum.

                  - VOTING. Each share of stock shall entitle the holder thereof
to one vote. In the election of  directors,  a plurality of the votes cast shall
elect.  Any other action is approved if the number of votes cast in favor of the
action  exceeds the number of votes cast in  opposition  to the  action,  except
where the General  Corporation  Law,  the  Articles of  Incorporation,  or these
Bylaws prescribe a different  percentage of votes and/or a different exercise of
voting power. In the election of directors,  voting need not be by ballot;  and,
except as otherwise may be provided by the General  Corporation  Law,  voting by
ballot shall not be required for any other action.

                  Stockholders  may  participate in a meeting of stockholders by
means of a conference  telephone or similar method of communication by which all
persons participating in the meeting can hear each other.

                  7.  STOCKHOLDER   ACTION  WITHOUT  MEETINGS.   Except  as  may
otherwise be provided by the General  Corporation  Law,  any action  required or
permitted to be taken at a meeting of the  stockholders  may be taken  without a
meeting if, before or after the action,  a written  consent thereto is signed by
stockholders holding at least a majority of the voting power; provided that if a
different  proportion  of  voting  power is  required  for such an  action  at a
meeting,  then that proportion of written  consents is required.  In no instance
where action is authorized by written  consent need a meeting of stockholders be
called or noticed.


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                                   ARTICLE II

                                    DIRECTORS

                  1. FUNCTIONS AND  DEFINITION.  The business and affairs of the
corporation  shall be managed by the Board of Directors of the corporation.  The
Board of Directors  shall have authority to fix the  compensation of the members
thereof for services in any capacity. The use of the phrase "whole Board" herein
refers to the total  number of  directors  which the  corporation  would have if
there were no vacancies.

                  2.  QUALIFICATIONS AND NUMBER.  Each director must be at least
18 years of age. A director need not be a stockholder or a resident of the State
of  Nevada.  The  initial  Board  of  Directors  shall  consist  of one  person.
Thereafter  the number of  directors  constituting  the whole  board shall be at
least one. Subject to the foregoing limitation and except for the first Board of
Directors,  such  number  may be  fixed  from  time  to time  by  action  of the
stockholders  or of the  directors,  or, if the number is not fixed,  the number
shall be three.  The number of directors may be increased or decreased by action
of the stockholders or of the directors.

                  3.  ELECTION AND TERM.  Directors may be elected in the manner
prescribed by the  provisions of Sections  78.320  through 78.335 of the General
Corporation Law of Nevada.  The first Board of Directors shall hold office until
the first election of directors by stockholders  and until their  successors are
elected  and  qualified  or until their  earlier  resignation  or  removal.  Any
director  may  resign  at any  time  upon  written  notice  to the  corporation.
Thereafter,   directors   who  are  elected  at  an  election  of  directors  by
stockholders, and directors who are elected in the interim to fill vacancies and
newly  created  directorships,  shall hold  office  until the next  election  of
directors by stockholders  and until their  successors are elected and qualified
or until their earlier  resignation or removal. In the interim between elections
of directors by stockholders,  newly created  directorships and any vacancies in
the Board of Directors,  including any vacancies  resulting  from the removal of
directors for cause or without cause by the  stockholders and not filled by said
stockholders, may be filled by the vote of a majority of the remaining directors
then in office, although less than a quorum, or by the sole remaining director.

                  4. MEETINGS.

                  - TIME. Meetings shall be held at such time as the Board shall
fix,  except that the first  meeting of a newly  elected  Board shall be held as
soon after its election as the directors may conveniently assemble.

                  -  PLACE.  Meetings  shall  be held at such  place  within  or
without the State of Nevada as shall be fixed by the Board.

                  - CALL.  No call shall be required  for regular  meetings  for
which the time and place have been fixed.  Special  meetings may be called by or
at the direction of the Chairman of the Board, if any, the  Vice-Chairman of the
Board, if any, of the President, or of a majority of the directors in office.


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                  - NOTICE OR ACTUAL OR CONSTRUCTIVE  WAIVER. No notice shall be
required  for  regular  meetings  for which the time and place have been  fixed.
Written,  oral, or any other mode of notice of the time and place shall be given
for  special  meetings in  sufficient  time for the  convenient  assembly of the
directors  thereat.  Notice  if any need not be  given to a  director  or to any
member of a committee of directors who submits a written waiver of notice signed
by him before or after the time stated therein.

                  - QUORUM AND  ACTION.  A  majority  of the  directors  then in
office,  at a meeting duly assembled,  shall  constitute a quorum. A majority of
the directors present, whether or not a quorum is present, may adjourn a meeting
to another  time and place.  Except as the  Articles of  Incorporation  or these
Bylaws may otherwise  provide,  and except as otherwise  provided by the General
Corporation Law, the act of the directors holding a majority of the voting power
of the directors,  present at a meeting at which a quorum is present, is the act
of the  Board.  The  quorum and voting  provisions  herein  stated  shall not be
construed as conflicting with any provisions of the General  Corporation Law and
these  Bylaws which govern a meeting of  directors  held to fill  vacancies  and
newly created directorships in the Board or action of disinterested directors.

                  Members  of  the  Board  or of  any  committee  which  may  be
designated by the Board may participate in a meeting of the Board or of any such
committee,  as the case may be, by means of a  telephone  conference  or similar
method of communication  by which all persons  participating in the meeting hear
each other.  Participation  in a meeting by said means  constitutes  presence in
person at the meeting.

                  - CHAIRMAN OF THE MEETING.  The Chairman of the Board,  if any
and if present  and  acting,  shall  preside  at all  meetings.  Otherwise,  the
Vice-Chairman of the Board, if any and if present and acting,  or the President,
if present and acting, or any other director chosen by the Board, shall preside.

                  5. REMOVAL OF  DIRECTORS.  Any or all of the  directors may be
removed for cause or without  cause in  accordance  with the  provisions  of the
General Corporation Law.

                  6.  COMMITTEES.  Whenever its number  consists of two or more,
the Board of Directors  may  designate  one or more  committees  which have such
powers and  duties as the Board  shall  determine.  Any such  committee,  to the
extent  provided in the resolution or  resolutions of the Board,  shall have and
may  exercise  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 or stamp of the  corporation  to be  affixed  to all  papers  on which  the
corporation  desires to place a seal or stamp.  Each  committee  must include at
least one director.  The Board of Directors may appoint  natural persons who are
not directors to serve on committees.

                  7.  WRITTEN  ACTION.  Any action  required or  permitted to be
taken at a meeting of the Board of Directors or of any committee  thereof may be
taken  without a meeting  if,  before or after  the  action,  a written  consent
thereto is signed by all the  members of the Board or of the  committee,  as the
case may be.


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                                   ARTICLE III

                                    OFFICERS

                  1. The corporation must have a President,  a Secretary,  and a
Treasurer,  and, if deemed  necessary,  expedient,  or desirable by the Board of
Directors,  a Chairman of the Board, a Vice-Chairman  of the Board, an Executive
Vice-President,  one  or  more  other  Vice-Presidents,  one or  more  Assistant
Secretaries,  one or more  Assistant  Treasurers,  and such other  officers  and
agents with such titles as the resolution choosing them shall designate. Each of
any such  officers  must be natural  persons  and must be chosen by the Board of
Directors or chosen in the manner determined by the Board of Directors.

                  2. QUALIFICATIONS.  Except as may otherwise be provided in the
resolution  choosing  him, no officer  other than the Chairman of the Board,  if
any, and the Vice-Chairman of the Board, if any, need be a director.

                  Any person may hold two or more offices,  as the directors may
determine.

                  3. TERM OF OFFICE. Unless otherwise provided in the resolution
choosing him, each officer shall be chosen for a term which shall continue until
the  meeting of the Board of  Directors  following  the next  annual  meeting of
stockholders  and  until  his  successor  shall  have  been  chosen or until his
resignation or removal before the expiration of his term.

                  Any  officer  may be removed,  with or without  cause,  by the
Board of Directors or in the manner determined by the Board.

                  Any  vacancy  in any  office  may be  filled  by the  Board of
Directors or in the manner determined by the Board.

                  4. DUTIES AND AUTHORITY. All officers of the corporation shall
have such  authority and perform such duties in the  management and operation of
the  corporation  as shall  be  prescribed  in the  resolution  designating  and
choosing such officers and  prescribing  their  authority and duties,  and shall
have such additional authority and duties as are incident to their office except
to  the  extent  that  such  resolutions  or  instruments  may  be  inconsistent
therewith.

                                   ARTICLE IV

                                REGISTERED OFFICE

                  The  location  of  the  initial   registered   office  of  the
corporation in the State of Nevada is the address of the initial  resident agent
of the corporation, as set forth in the original Articles of Incorporation.


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                  The  corporation  shall maintain at said  registered  office a
copy,  certified  by the  Secretary  of State of the  State  of  Nevada,  of its
Articles of Incorporation,  and all amendments thereto, and a copy, certified by
the Secretary of the corporation,  of these Bylaws, and all amendments  thereto.
The corporation  shall also keep at said  registered  office a stock ledger or a
duplicate stock ledger, revised annually,  containing the names,  alphabetically
arranged, of all persons who are stockholders of the corporation,  showing their
places  of  residence,  if  known,  and  the  number  of  shares  held  by  them
respectively  or a statement  setting out the name of the custodian of the stock
ledger or  duplicate  stock  ledger,  and the present and  complete  post office
address,  including  street and  number,  if any,  where  such  stock  ledger or
duplicate stock ledger is kept.

                                    ARTICLE V

                             CORPORATE SEAL OR STAMP

                  The corporate seal or stamp shall be in such form as the Board
of Directors may prescribe.

                                   ARTICLE VI

                                   FISCAL YEAR

                  The fiscal year of the corporation  shall be fixed,  and shall
be subject to change, by the Board of Directors.

                                   ARTICLE VII

                               CONTROL OVER BYLAWS

                  The power to amend, alter, and repeal these Bylaws and to make
new Bylaws shall be vested in the Board of Directors  subject to the Bylaws,  if
any, adopted by the stockholders.