COMPOSITE BY-LAWS
                                    OF
                        OMNI ENERGY SERVICES CORP.
                          A LOUISIANA CORPORATION
                   (AS AMENDED THROUGH AUGUST 4, 2000)


                                 SECTION 1

                                  OFFICES

     1.1      PRINCIPAL  OFFICE.   The  principal office of the Corporation
shall be located at 4500 NE Interstate 49, Carencro, Louisiana 70520.

     1.2     ADDITIONAL OFFICES.  The Corporation  may have such offices at
such other places as the Board of Directors may from time to time determine
or the business of the Corporation may require.

                                 SECTION 2

                           SHAREHOLDER MEETINGS

     2.1     PLACE OF MEETINGS.  Unless otherwise required  by law or these
By-laws,  all  meetings of the shareholders shall be held at the  principal
office of the Corporation  or  at  such  other place, within or without the
State of Louisiana, as may be designated by the board of Directors.

     2.2     ANNUAL MEETINGS; NOTICE THEREOF.   An  annual  meeting  of the
shareholders  shall  be  held  each year on the last Thursday of May at the
time as the Board of Directors shall designate, or such other date and time
as the Board of Directors shall  designate,  for  the  purpose  of electing
directors and of the transaction of such other business as may be  properly
brought before the meeting.  If no annual shareholders' meeting is held for
a  period  of eighteen months, any shareholder may call such meeting to  be
held at the registered office of the Corporation as shown on the records of
the Secretary of State of the State of Louisiana.

     2.3      SPECIAL  MEETINGS.  Special meetings of the shareholders, for
any purpose or purposes,  may be called by or at the direction of the Board
of Directors.  Shareholders  may  call a special meeting of shareholders in
accordance with the applicable provisions of the Articles of Incorporation.

     2.4     NOTICE OF MEETINGS.  Except  as  otherwise  provided by law or
the Articles of Incorporation, the authorized person or persons  calling  a
shareholders'  meeting  shall  cause  written notice of the time, place and
purpose of the meeting to be given to all  shareholders entitled to vote at
such meeting, at least 10 days and not more  than  75 days prior to the day
fixed for the meeting.  Notice of the annual meeting  need  not  state  the
purpose or purposes thereof, unless action is to be taken at the meeting as
to  which  notice  is required by law, the Articles of Incorporation or the
By-laws.  Notice of  a  special meeting shall state the purpose or purposes
thereof, and the business conducted at any special meeting shall be limited
to the purpose or purposes stated in the notice.

     2.5     LIST OF SHAREHOLDERS.   At  every  meeting  of shareholders, a
list  of  shareholders  entitled  to  vote,  arranged  alphabetically   and
certified by the Secretary or by the agent of the Corporation having charge
of transfers of shares, showing the number and class of shares held by each
such  shareholder  on  the  record  date for the meeting and confirming the
number of votes per share as to which  each  such  shareholder is entitled,
shall be produced on the request of any shareholder.

     2.6     QUORUM.  At all meetings of shareholders,  the  holders  of  a
majority  of  the  total  voting power shall constitute a quorum; provided,
however, that this subsection  shall  not  have  the effect of reducing the
vote  required to approve any matter that may be established  by  law,  the
Articles of Incorporation or these By-laws.

     2.7      VOTING.   When  a  quorum  is  present  at  any shareholders'
meeting, the vote of the holders of a majority of the votes  actually  cast
shall  decide  each  question  brought  before  such  meeting,  unless  the
resolution  of  the  question  requires,  by  express provision of law, the
Articles of Incorporation or these By-laws, a different vote or one or more
separate votes by the holders of a class or series  of  capital  stock,  in
which  case  such express provision shall apply and control the decision of
such question.  Directors shall be elected by plurality vote.

     2.8      PROXIES.    At   any   meeting  of  the  shareholders,  every
shareholder having the right to vote shall be entitled to vote in person or
by proxy appointed by an instrument in writing executed by such shareholder
and bearing a date not more than eleven months prior to the meeting, unless
the  instrument  provides for a longer period,  but  in  no  case  will  an
outstanding proxy be valid for longer than three years from the date of its
execution.  The person  appointed as proxy need not be a shareholder of the
Corporation.

     2.9     ADJOURNMENTS.   Adjournments  of any annual or special meeting
of shareholders may be taken without new notice  being  given  unless a new
record  date is fixed for the adjourned meeting, but any meeting  at  which
directors  are  to be elected shall be adjourned only from day to day until
such directors shall have been elected.

     2.10     WITHDRAWAL.   If a quorum is present or represented at a duly
organized shareholders' meeting,  such  meeting may continue to do business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum as fixed in Section  2.6  of these By-laws, or the
refusal of any shareholders to vote.

     2.11     LACK OF QUORUM.  If a meeting cannot be  organized  because a
quorum  has  not  attended,  the  shareholders  present may, by vote of the
holders of a majority of the votes actually cast,  adjourn  the  meeting to
such  time  and  place  as  they  may  determine,  subject, however, to the
provisions of Section 2.9 hereof.  In the case of any  meeting  called  for
the  election  of  directors, those who attend the second of such adjourned
meetings, although less than a quorum as fixed in Section 2.6 hereof, shall
nevertheless be deemed  to  constitute a quorum for the purpose of electing
directors.

     2.12     PRESIDING OFFICER.   The  Chairman  of  the Board or a person
designated  by  the  Chairman  of the Board, or in their absence  a  person
designated by the Board of Directors,  shall  preside  at all shareholders'
meetings.

     2.13      DEFINITION  OF SHAREHOLDER.  As used in these  By-laws,  and
unless the context otherwise  requires,  the  term shareholder shall mean a
person who is (i) the record holder of shares of  the  Corporation's common
stock or any other capital stock of the Corporation granted  voting rights,
or (ii) a registered holder of any bonds, debentures or similar obligations
granted voting rights by the Corporation pursuant to La.R.S. 12:75(H).

                                 SECTION 3

                                 DIRECTORS

     3.1     NUMBER.  All of the corporate powers shall be vested  in,  and
the business and affairs of the Corporation shall be managed by, a Board of
Directors.   Except  as otherwise fixed by or pursuant to Article III(B) of
the Articles of Incorporation (as it may be duly amended from time to time)
relating to the rights  of  the  holders  of  any  class or series of stock
having  a  preference  over  the  Common  Stock  as  to dividends  or  upon
liquidation  to  elect  additional directors by class vote,  the  Board  of
Directors shall consist of up to eight natural persons, the exact number of
which shall be fixed from  time to time by resolution adopted by a majority
of the Board of Directors; provided  that,  if after the last action of the
Board of Directors with respect to nomination  of  directors  prior  to the
mailing  to shareholders of proxy materials for any meeting of shareholders
at which directors  are  to be elected, any person or persons named therein
to be nominated at the direction  of  the Board of Directors becomes unable
or unwilling to serve, the foregoing number  of  authorized directors shall
be automatically reduced by a number equal to the  number  of  such persons
unless  the  Board  of Directors selects a replacement nominee or nominees.
No director need be a  shareholder.   The Secretary shall have the power to
certify at any time as to the number of directors authorized.

     3.2      POWERS.   The  Board may exercise  all  such  powers  of  the
Corporation and do all such lawful  acts  and  things which are not by law,
the Articles of Incorporation or these By-laws directed  or  required to be
done by the shareholders.

     3.3     TERM OF OFFICE.  Each member of the Board of Directors,  other
than  those  directors  who  may  be elected by the holders of any class or
series of stock having preference over  the Common Stock as to dividends or
upon liquidation (whose term of office may  be  determined  by the Board of
Directors pursuant to Section 3.3), shall be elected by the shareholders at
the  annual  meeting  of  shareholders  to  a  term  expiring  at the  next
succeeding  annual  meeting  of  shareholders  and  shall  serve until  his
successor  is duly elected and qualified.  If the Board of Directors  shall
appoint any  person  to fill a vacancy on the Board, whether resulting from
an increase in the number  of  directors  or  otherwise,  such person shall
serve a term expiring at the next succeeding annual meeting of shareholders
and until his successor is duly elected and qualified.

     3.4      GENERAL  ELECTION.   At  each annual meeting of shareholders,
directors  shall be elected to succeed those  directors  whose  terms  then
expire.  No  decrease  in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

     3.5     VACANCIES.   Except  as  otherwise provided in the Articles of
Incorporation  or these By-laws, the office  of  a  director  shall  become
vacant if he dies, resigns or is duly removed from office.

     3.6     FILLING  VACANCIES.   Except  as  otherwise  provided  in  the
Articles  of  Incorporation or Section 3.8 of these By-laws, any vacancy on
the  board (including  any  vacancy  resulting  from  an  increase  in  the
authorized number of directors or from failure of the shareholders to elect
the full number of authorized directors) may, notwithstanding any resulting
absence of a quorum of directors, be filled by a majority vote of the Board
of Directors remaining in office, provided that the shareholders shall have
the right,  at  any  special  meeting called for such purpose prior to such
action by the Board, to fill the  vacancy.   A director elected pursuant to
this section shall serve until the next shareholders'  meeting held for the
election of directors and until his successor is elected and qualified.

     3.7     NOTICE OF SHAREHOLDER NOMINEES.  Except as  otherwise provided
in  or  pursuant  to  Section  3.8 of these By-laws, only persons  who  are
nominated in accordance with the  procedures  set forth in Article IV(E) of
the Articles of Incorporation shall be eligible for election as directors.

     3.8     DIRECTORS ELECTED BY PREFERRED SHAREHOLDERS.   Notwithstanding
anything in these By-laws to the contrary, whenever the holders  of any one
or  more  classes  or  series  of stock having a preference over the Common
Stock as to dividends or upon liquidation  shall  have  the  right,  voting
separately  as  a class, to elect one or more directors of the Corporation,
the provisions of  the  Articles  of  Incorporation  (as  they  may be duly
amended  from  time  to  time)  fixing  the  rights and preferences of such
preferred  stock  shall  govern with respect to the  nomination,  election,
term, removal, vacancies or  other  related  matters  with  respect to such
directors.

     3.9      COMPENSATION  OF  DIRECTORS.   Directors  shall receive  such
compensation for their services, in their capacity as directors,  as may be
fixed  by  resolution  of  the  Board of Directors; provided, however, that
nothing herein contained shall be  construed  to preclude any director from
serving  the Corporation in any other capacity and  receiving  compensation
therefor.

     3.10      NATIONALITY  OF  DIRECTORS.  At no time shall more than one-
third of the directors be persons  who  are  not  "citizens  of  the United
States,"  as  such  term  is  defined in Title 49 USC  Section 40102 ("Non-
Citizens").

                                 SECTION 4

                           MEETINGS OF THE BOARD

     4.1     PLACE OF MEETINGS.  The meetings of the Board of Directors may
be  held at such place within or  without  the  State  of  Louisiana  as  a
majority of the directors may from time to time appoint.

     4.2     INITIAL MEETINGS.  Except as otherwise determined by the Board
of Directors,  the  first meeting of each newly elected Board shall be held
immediately following  the  shareholders'  meeting  at  which  the Board is
elected and at the same place as such meeting, and no notice of  such first
meeting shall be necessary for the newly elected directors in order legally
to constitute the meeting.

     4.3      REGULAR MEETINGS; NOTICE.  Regular meetings of the Board  may
be held at such times as the Board may from time to time determine.  Notice
of regular meetings  of the Board of Directors may be given, but no special
form of notice or time of notice shall be necessary.

     4.4     SPECIAL MEETINGS;  NOTICE.   Special meetings of the Board may
be  called  by or at the direction of the Chairman  of  the  Board  or  the
President on reasonable notice given to each director, either personally or
by mail, reputable courier service, telephone, telex, telecopy or any other
comparable form  of  facsimile  communication.   Special  meetings shall be
called  by the Secretary in like manner and on like notice on  the  written
request of  a  majority  of  the  directors and if such officer refuses, or
fails or is unable within 24 hours  to  call a meeting when requested, then
the directors making the request may call  the meeting on two days' written
notice given to each director.  Except as otherwise  required  by  law, the
Articles of Incorporation or these By-laws, the notice of a special meeting
of  directors  need  not  state  its purpose or purposes, but if the notice
states  a purpose or purposes and does  not  state  a  further  purpose  to
consider  such  other business as may properly come before the meeting, the
business to be conducted  at  the  special  meeting shall be limited to the
purpose or purposes stated in the notice.

     4.5     WAIVER OF NOTICE.  Directors present at any regular or special
meeting shall be deemed to have received, or  to  have  waived,  due notice
thereof,  provided  that  a  director  who  participates  in  a  meeting by
telephone (as permitted by Section 4.9 hereof) shall not be deemed  to have
received  or  waived  due  notice  if,  at the beginning of the meeting, he
objects  to the transaction of any business  because  the  meeting  is  not
lawfully called.

     4.6      QUORUM.   A  majority  of  the  Board  shall  be necessary to
constitute  a  quorum  for  the  transaction  of  business,  and except  as
otherwise provided by law, the Articles of Incorporation or these  By-laws,
the acts of a majority of the directors present at a duly called meeting at
which  a quorum is present shall be the acts of the Board.  If a quorum  is
not present at any meeting of the Board of Directors, the directors present
may adjourn  the  meeting  from  time  to  time  without  notice other than
announcement at the meeting, until a quorum is present.

     4.7      WITHDRAWAL.   If  a  quorum  was  present  when  the  meeting
convened, the directors present may continue to do business, taking  action
by  vote  of  a  majority of a quorum as fixed in Section 4.6 hereof, until
adjournment, notwithstanding  the  withdrawal  of enough directors to leave
less than a quorum as fixed in Section 4.6 hereof  or  the  refusal  of any
director present to vote.

     4.8      ACTION BY CONSENT.  Any action that may be taken at a meeting
of the Board, or  any  committee  thereof,  may  be  taken  by a consent in
writing signed by all of the directors or by all members of the  committee,
as the case may be, and filed with the records of proceedings of the  Board
or committee.

     4.9      MEETINGS  BY  TELEPHONE OR SIMILAR COMMUNICATION.  Members of
the Board may participate at  and be present at any meeting of the Board or
any  committee  thereof  by  means   of  conference  telephone  or  similar
communications equipment if all persons  participating  in such meeting can
hear and communicate with each other.

                                 SECTION 5

                          COMMITTEES OF THE BOARD

     5.1     GENERAL.  The Board may designate one or more committees, each
committee  to  consist  of two or more of the directors of the  Corporation
(and one or more directors may be named as alternate members to replace any
absent or disqualified regular  members),  which, to the extent provided by
resolution of the Board or these By-laws, shall  have  and may exercise the
powers of the Board 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  documents,  but  no  such  committee  shall  have power or
authority  to  amend  the Articles of Incorporation, adopt an agreement  of
merger, consolidation or  share exchange, recommend to the shareholders the
sale, lease or exchange of  all  or  substantially all of the Corporation's
assets, a dissolution of the Corporation  or  a  revocation of dissolution,
remove  directors,  or  amend  these  By-laws;  and unless  the  resolution
expressly so provides, no such committee shall have  the power or authority
to declare a dividend or authorize the issuance of stock.   Such  committee
or  committees shall have such name or names as may be stated in these  By-
laws,  or  as  may  be  determined,  from  time to time, by the Board.  Any
vacancy occurring in any such committee shall  be  filled by the Board, but
the  President  may designate another director to serve  on  the  committee
pending action by  the  Board.   Each such member of a committee shall hold
office during the term designated by the Board.

     5.2      COMPENSATION  COMMITTEE.    The  Board  shall  establish  and
maintain a Compensation Committee consisting of two or more directors, each
of whom (i) shall be qualified to the extent appropriate as a "non-employee
director" under Rule 16b-3 of the Securities  Exchange Commission and as an
"outside director" under Section 162(m) of the  Internal  Revenue  Code and
(ii)  shall  meet any further qualifications designated by the Board.   The
Compensation Committee  shall  review  and  analyze the compensation of the
Corporation's executive officers; review and provide general guidance as to
compensation of the Corporation's other managers;  evaluate the performance
of  the  Corporation's  executive  officers; administer  the  Corporation's
incentive  compensation plan or plans,  including  grants  thereunder;  and
perform such other services as may be designated by the Board.

     5.3     AUDIT COMMITTEE.  The Board shall establish an Audit Committee
consisting of  at  least  three  directors, all of whom are not officers or
employees  of the Corporation or of  any  of  its  affiliates.   The  Audit
Committee  shall  (i)  facilitate  communication  among  the  Corporation's
directors,  management,   independent  accountants  and  internal  auditing
personnel regarding matters relating to financial accounting, reporting and
controls, (ii) assist the Board  of  Directors  in fulfilling its fiduciary
responsibilities as to accounting policies and reporting  practices  of the
Corporation  and all subsidiaries and the sufficiency of auditing practices
with respect thereto  by,  among other things, reviewing the scope of audit
coverage, including consideration of the Corporation's accounting practices
and procedures and system of  internal accounting controls and reporting to
the Board with respect thereto,  (iii)  operate  as  the  Board's principal
agent  in  ensuring  the  independence  of  the  Corporation's  independent
accountants, the integrity of management and the adequacy of disclosure  to
shareholders,  and (iv) perform such other services as may be designated by
the Board.

                                 SECTION 6

                         REMOVAL OF BOARD MEMBERS

     Directors may  be removed in accordance with the applicable provisions
of the Articles of Incorporation.

                                 SECTION 7

                                  NOTICES

     7.1     FORM OF  DELIVERY.   Whenever under the provisions of law, the
Articles of Incorporation or these  By-laws  notice is required to be given
to any shareholder or director, it shall not be  construed to mean personal
notice   unless  otherwise  specifically  provided  in  the   Articles   of
Incorporation  or  these  By-laws,  but  such  notice may be given by mail,
addressed to such shareholder or director at his  address  as it appears on
the records of the Corporation, with postage thereon prepaid,  or  in  such
other  manner  as may be specified in these By-laws.  Notices given by mail
shall be deemed  to  have  been given at the time they are deposited in the
United States mail, and all  other  notices  shall  be  deemed to have been
given upon delivery or transmission to the appropriate address.

     7.2     WAIVER.  Whenever any notice is required to  be  given by law,
the Articles of Incorporation or these By-laws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether  before or
after the time stated therein, shall be deemed equivalent thereto.   Notice
shall  be  deemed  to have been given to, or waived by, any shareholder who
attends a meeting of  shareholders  in  person,  or  is represented at such
meeting by proxy, without protesting at the commencement of the meeting the
transaction of any business because the meeting is not  lawfully  called or
convened.

                                 SECTION 8

                                 OFFICERS

     8.1      DESIGNATIONS.   The  officers  of  the  Corporation  shall be
elected  by  the  directors  and  shall  be  the  President,  Secretary and
Treasurer.  The Board of Directors may appoint one or more vice presidents,
a chief executive officer, a chief operating officer, a chief financial  or
accounting  officer  and  such  other  officers as it shall deem necessary.
Officers shall hold their offices for such  terms  and  shall exercise such
powers and perform such duties as shall be determined from  time to time by
the  Board.   To the extent permitted by law, more than one office  may  be
held by a single  person.   At  no  time  shall  more than one-third of the
officers of the Corporation be Non-Citizens.

     8.2     TERM OF OFFICE.  The officers of the  Corporation  shall  hold
office  at  the  pleasure  of  the Board of Directors.  Except as otherwise
provided in the resolution of the  Board of Directors electing any officer,
each officer shall hold office until  the  first  meeting  of  the Board of
Directors after the annual meeting of shareholders next succeeding  his  or
her  election  and  until  his or her successor is elected and qualified or
until his, or her earlier resignation  or  removal.  Any officer may resign
at  any  time  upon written notice to the Board,  Chairman  of  the  Board,
President or Secretary  of  the  Corporation.   Such resignation shall take
effect  at the time specified therein and acceptance  of  such  resignation
shall not  be  necessary  to  make  it effective.  The Board may remove any
officer with or without cause at any  time.   Any  such  removal  shall  be
without  prejudice to the contractual rights of such officers, if any, with
the Corporation,  but the election of an officer shall not in and of itself
create contractual  rights.   Any  vacancy  occurring  in any office of the
Corporation by death, resignation, removal or otherwise  may  be filled for
the unexpired position of the term by the Board at any regular  or  special
meeting.

     8.3      THE  CHAIRMAN OF THE BOARD.  The Board may appoint a Chairman
of the Board who shall  preside  at  meetings of the Board of Directors and
the shareholders and perform such other  duties as may be designated by the
Board of Directors or these By-laws.  The  Chairman of the Board shall not,
solely by virtue of such position, be an officer of the Corporation but may
be designated an officer by the Board of Directors.

     8.4     THE PRESIDENT.  The President shall, unless otherwise provided
by the Board, have general and active responsibility  for the management of
the  business  of the Corporation, shall be the chief executive  and  chief
operating officer  of the Corporation, shall supervise the daily operations
of the business of the  Corporation  and  shall  ensure  that  all  orders,
policies  and  resolutions  of the Board are carried out.  At no time shall
the President be a Non-Citizen.

     8.5     THE VICE PRESIDENTS.   The Vice Presidents (if any) shall have
such designations and perform such duties  as the President or the Board of
Directors shall prescribe.

     8.6     THE SECRETARY.  The Secretary shall attend all meetings of the
Board  of  Directors and all meetings of the shareholders  and  record  all
votes and the  minutes  of  all  proceedings  in a book to be kept for that
purpose.  He shall give, or cause to be given,  notice  of  all meetings of
the shareholders and regular and special meetings of the Board,  and  shall
perform  such  other duties as may be prescribed by the Board or President.
He shall keep in  safe  custody  the  seal  of the Corporation, if any, and
affix such seal to any instrument requiring it.

     8.7     THE TREASURER.  The Treasurer shall  have  the  custody of the
corporate  funds  and  shall  keep  or  cause  to be kept full and accurate
accounts  of  receipts  and  disbursements  in  books   belonging   to  the
Corporation and shall deposit all monies 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.  He shall keep a proper accounting of
all  receipts and  disbursements  and  shall  disburse  the  funds  of  the
Corporation  only for proper corporate purposes or as may be ordered by the
Board and shall  render  to  the  President  and  the  Board at the regular
meetings of the Board, or whenever they may require it,  an  account of all
his transactions as Treasurer and of the financial condition and results of
operations of the Corporation.


                                 SECTION 9

                                   STOCK

     9.1     CERTIFICATES.  Every holder of stock in the Corporation  shall
be  entitled  to  have  a  certificate  signed  by  the President or a Vice
President and the Secretary or an Assistant Secretary evidencing the number
and  class  (and  series, if any) of shares owned by him,  containing  such
information as required by law and bearing the seal of the Corporation.  If
any stock certificate  is  manually signed by a transfer agent or registrar
other than the Corporation itself  or  an  employee of the Corporation, the
signature of any such officer 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 an officer, transfer
agent or registrar of the Corporation before such certificate is issued, it
may be issued by the Corporation with the same effect as if such person  or
entity  were  an officer, transfer agent or registrar of the Corporation on
the date of issue.

     9.2     MISSING CERTIFICATES.  The President or any Vice President may
direct a new certificate  or  certificates  to  be  issued  in place of any
certificate  or certificates theretofore issued by the Corporation  alleged
to have been lost,  stolen  or destroyed, upon the Corporation's receipt of
an affidavit of that fact from the person claiming the certificate of stock
to be lost, stolen or destroyed.   As a condition precedent to the issuance
of  a new certificate or certificates,  the  officers  of  the  Corporation
shall,  unless  otherwise determined by the President, require the owner of
such lost, stolen  or  destroyed  certificate or certificates, or his legal
representative, to (i) give the Corporation  a  bond  or  (ii) enter into a
written  indemnity  agreement,  in  each  case in an amount appropriate  to
indemnify the Corporation against any claim  that  may  be made against the
Corporation  with  respect  to the certificate alleged to have  been  lost,
stolen or destroyed.

     9.3     TRANSFERS.  The  shares  of  stock of the Corporation shall be
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys  or legal representatives upon
surrender and cancellation of certificates for  a  like  number  of shares.
Except  as otherwise required by law, upon surrender to the Corporation  or
the transfer  agent  of  the  Corporation  of a certificate for shares duly
endorsed  or accompanied by proper evidence of  succession,  assignment  or
authority to  transfer,  it shall be the duty of the Corporation to issue a
new certificate to the person  entitled thereto, cancel the old certificate
and record the transaction upon its books.

                                SECTION 10

                       DETERMINATION OF SHAREHOLDERS

     For the purpose of determining  shareholders entitled to notice of and
to vote at a meeting, or to receive a  dividend,  or to receive or exercise
subscription or other rights, or to participate in  a  reclassification  of
stock,  or  in  order to make a determination of shareholders for any other
proper purpose, the Board of Directors may fix in advance a record date for
determination of  shareholders  for  such purpose, such date to be not more
than  60  days and, if fixed for the purpose  of  determining  shareholders
entitled to  notice  of  and  to  vote at a meeting, not less than 10 days,
prior  to  the  date on which the action  requiring  the  determination  of
shareholders is to be taken.

                                SECTION 11

                              INDEMNIFICATION

     11.1    DEFINITIONS.   As  used  in  this  section the following terms
shall have the meanings set forth below:

          (a)  "Board" - the Board of Directors of the Corporation.

          (b)  "Claim"  -  any  threatened,  pending  or  completed  claim,
action,  suit,  or proceeding, whether civil, criminal,  administrative  or
investigative and  whether  made  judicially  or  extra-judicially,  or any
separate issue or matter therein, as the context requires.

          (c)  "Determining Body" - (i) those members of the Board who  are
not named as parties to the Claim for which indemnification is being sought
("Impartial  Directors"),  if there are at least three Impartial Directors,
(ii) a committee of at least  three  Impartial  Directors  appointed by the
Board (regardless whether the members of the Board of Directors  voting  on
such  appointment are Impartial Directors) or (iii) if there are fewer than
three Impartial  Directors  or  if  the Board of Directors or the committee
appointed pursuant to clause (ii) of  this paragraph so directs (regardless
whether  the members thereof are Impartial  Directors),  independent  legal
counsel, which may be the regular outside counsel of the Corporation.

          (d)  "Disbursing  Officer" - the President of the Corporation or,
if the President is a party to the Claim for which indemnification is being
sought, any officer not a party  to  such  Claim   who is designated by the
President  to  be  the Disbursing Officer with respect  to  indemnification
requests related to  the  Claim,  which  designation shall be made promptly
after receipt of the initial request for indemnification  with  respect  to
such Claim.

          (e)  "Expenses"  -  any  expenses  or  costs,  including, without
limitation,  attorney's  fees,  judgments,  punitive or exemplary  damages,
fines and amounts paid in settlement.

          (f)  "Indemnitee" - each person who  is  or  was  a  director  or
officer of the Corporation.

     11.2 INDEMNITY.

          (a)  To the extent such Expenses exceed the amounts reimbursed or
paid  pursuant  to  policies  of  liability  insurance  maintained  by  the
Corporation,  the  Corporation  shall indemnify each Indemnitee against any
Expenses actually and reasonably  incurred by him (as they are incurred) in
connection with any Claim either against  him or as to which he is involved
solely as a witness or person required to give  evidence,  by reason of his
position  (i)  as  a  director  or  officer of the Corporation, (ii)  as  a
director  or officer of any subsidiary  of  the  Corporation,  (iii)  as  a
fiduciary with  respect to any employee benefit plan of the Corporation, or
(iv)  as  a director,  officer,  partner,  employee  or  agent  of  another
corporation,  partnership, joint venture, trust or other for-profit or not-
for-profit entity  or  enterprise,  if  such position is or was held at the
request of the Corporation, whether relating  to  service  in such position
before or after the effective date of this Section, if he (i) is successful
in  his  defense of the claim on the merits or otherwise or (ii)  has  been
found by the  Determining  Body  (acting  in  good  faith)  to have met the
Standard of Conduct (defined below); provided that (A) the amount otherwise
payable by the Corporation may be reduced by the Determining  Body  to such
amount  as  it  deems  proper  if it determines that the Claim involved the
receipt of a personal benefit by  Indemnitee,  and  (B)  no indemnification
shall  be  made in respect of any Claim as to which Indemnitee  shall  have
been adjudged by a court of competent jurisdiction, after exhaustion of all
appeals therefrom,  to  be  liable for willful or intentional misconduct in
the performance of his duty to  the  Corporation  or  to  have  obtained an
improper  personal  benefit,  unless, and only to the extent that, a  court
shall  determine  upon  application   that,  despite  the  adjudication  of
liability but in view of all the circumstances  of  the case, Indemnitee is
fairly and reasonably entitled to indemnity for such  Expenses as the court
deems proper.

          (b)  For purposes of this Section 11, the Standard  of Conduct is
met  when  the  conduct  by an Indemnitee with respect to which a Claim  is
asserted was conduct that was in good faith and that he reasonably believed
to be in, or not opposed to,  the best interest of the Corporation, and, in
the case of a criminal action or  proceeding,  that  he  had  no reasonable
cause  to believe was unlawful.  The termination of any Claim by  judgment,
order, settlement,  conviction,  or  upon  a plea of NOLO CONTENDERE or its
equivalent, shall not, of itself, create a presumption  that Indemnitee did
not meet the Standard of Conduct.

          (c)  Promptly upon becoming aware of the existence  of  any Claim
as  to  which he may be indemnified hereunder, Indemnitee shall notify  the
President  of  the  Corporation of the Claim and whether he intends to seek
indemnification hereunder.   If  such notice indicates that Indemnitee does
so intend, the President shall promptly advise the Board thereof and notify
the Board that the establishment of  the  Determining  Body with respect to
the  Claim  will  be  a  matter  presented at the next regularly  scheduled
meeting of the Board, or if a meeting  of  the  Board  of  Directors is not
regularly scheduled within 90 calendar days of such request,  the President
shall  cause  a meeting of the Board of Directors to be called within  such
period in accordance  with  these  By-laws.  After the Determining Body has
been established the President shall  inform  the  Indemnitee  thereof  and
Indemnitee  shall  immediately  provide the Determining Body with all facts
relevant to the Claim known to him.   No  later  than  the  45th  day  (the
"Determination  Date") after its receipt of such information, together with
such  additional  information  as  the  Determining  Body  may  request  of
Indemnitee,  the  Determining   Body  shall  determine,  and  shall  advise
Indemnitee of its determination, whether Indemnitee has met the Standard of
Conduct.

          (d)  During such 45-day  period, Indemnitee shall promptly inform
the Determining Body upon his becoming  aware  of  any  relevant  facts not
theretofore provided by him to the Determining Body, unless the Determining
Body  has obtained such facts by other means.  The providing of such  facts
to the Determining Body shall not begin a new 45-day period.

          (e)  The  Determining  Body  shall  have no authority to revoke a
determination that Indemnitee met the Standard of Conduct unless Indemnitee
(i)  submits fraudulent information to the Determining  Body  at  any  time
during  the 45 days prior to the Determination Date or (ii) fails to comply
with the  provisions  of  subsections  (c) or (d) hereof, including without
limitation  Indemnitee's  obligation  to submit  information  or  documents
relevant to the Claim reasonably requested by the Determining Body prior to
the Determination Date.

          (f)  In  the  case  of  any  Claim   not  involving  a  proposed,
threatened or pending criminal proceeding,

               (i)  if Indemnitee has, in the good  faith  judgment  of the
Determining Body, met the Standard of Conduct, the Corporation may, in  its
sole  discretion  after notice to Indemnitee, assume all responsibility for
the defense of the  Claim,  and,  in  any  event,  the  Corporation and the
Indemnitee  each  shall keep the other informed as to the progress  of  the
defense, including  prompt  disclosure  of  any  proposals  for settlement;
provided  that  if  the Corporation is a party to the Claim and  Indemnitee
reasonably determines that there is a conflict between the positions of the
Corporation and Indemnitee with respect to the Claim, then Indemnitee shall
be entitled to conduct  his  defense,  with  counsel  of  his  choice;  and
provided  further  that  Indemnitee  shall  in any event be entitled at his
expense to employ counsel chosen by him to participate  in  the  defense of
the Claim; and

               (ii) the Corporation shall fairly consider any proposals  by
Indemnitee  for settlement of the Claim.  If the Corporation (A) proposes a
settlement acceptable  to the person asserting the Claim, or (B) believes a
settlement proposed by the  person  asserting the Claim should be accepted,
it shall inform Indemnitee of the terms  thereof and shall fix a reasonable
date  by  which Indemnitee shall respond.  If  Indemnitee  agrees  to  such
terms, he shall  execute such documents as shall be necessary to effect the
settlement.  If he  does  not  agree he may proceed with the defense of the
Claim in any manner he chooses,  but  if he is not successful on the merits
or  otherwise,  the  Corporation's obligation  to  indemnify  him  for  any
Expenses incurred following his disagreement shall be limited to the lesser
of (A) the total Expenses  incurred  by  him  following his decision not to
agree to such proposed settlement or (B) the amount  the  Corporation would
have paid pursuant to the terms of the proposed settlement.   If,  however,
the proposed settlement would impose upon Indemnitee any requirement to act
or refrain from acting that would materially interfere with the conduct  of
his  affairs,  Indemnitee  may  refuse such settlement and proceed with the
defense  of  the  Claim, if he so desires,  at  the  Corporation's  expense
without regard to the limitations imposed by the preceding sentence.  In no
event, however, shall  the Corporation be obligated to indemnify Indemnitee
for any amount paid in a settlement that the Corporation has not approved.

          (g)  In the case  of  a Claim involving a proposed, threatened or
pending criminal proceeding, Indemnitee  shall  be  entitled to conduct the
defense of the claim, and to make all decisions with  respect thereto, with
counsel of his choice; provided, however, that the Corporation shall not be
obligated to indemnify Indemnitee for an amount paid in settlement that the
Corporation has not approved.

          (h)  After notifying the Corporation of the existence of a Claim,
Indemnitee  may  from  time  to  time request the Corporation  to  pay  the
Expenses  (other  than  judgments, fines,  penalties  or  amounts  paid  in
settlement) that he incurs  in pursuing a defense of the Claim prior to the
time that the Determining Body  determines  whether the Standard of Conduct
has been met.  If the Disbursing Officer believes  the  amount requested to
be reasonable, he shall pay to Indemnitee the amount requested  (regardless
of Indemnitee's apparent ability to repay such amount) upon receipt  of  an
undertaking  by or on behalf of Indemnitee to repay such amount if it shall
ultimately be  determined  that he is not entitled to be indemnified by the
Corporation under the circumstances.   If  the  disbursing Officer does not
believe such amount to be reasonable, the Corporation  shall pay the amount
deemed  by him to be reasonable and Indemnitee may apply  directly  to  the
Determining Body for the remainder of the amount requested.

          (i)  After  the Determining Body has determined that the Standard
of Conduct was met, for  so  long as and to the extent that the Corporation
is required to indemnify Indemnitee under this Agreement, the provisions of
paragraph (h) shall continue to  apply  with  respect  to Expenses incurred
after  such  time  except  that  (i)  no undertaking shall be  required  of
Indemnitee and (ii) the Disbursing Officer  shall  pay  to  Indemnitee such
amount of any fines, penalties or judgments against him which  have  become
final as the Corporation is obligated to indemnify him.

          (j)  Any   determination  by  the  Corporation  with  respect  to
settlements of a Claim shall be made by the Determining Body.

          (k)  The Corporation  and  Indemnitee shall keep confidential, to
the extent permitted by law and their  fiduciary obligations, all facts and
determinations provided or made pursuant to or arising out of the operation
of this Section, and the Corporation and  Indemnitee  shall instruct its or
his agents and employees to do likewise.

     11.3 ENFORCEMENT.

          (a)  The rights provided by this Section shall  be enforceable by
Indemnitee in any court of competent jurisdiction.

          (b)  If Indemnitee seeks a judicial adjudication  of  his  rights
under  this  Section,  Indemnitee  shall  be  entitled  to recover from the
Corporation, and shall be indemnified by the Corporation  against,  any and
all  Expenses  actually  and  reasonably incurred by him in connection with
such proceeding but only if he prevails therein.  If it shall be determined
that Indemnitee is entitled to  receive  part  but  not  all  of the relief
sought,  then  the  Indemnitee shall be entitled to be reimbursed  for  all
Expenses incurred by  him  in connection with such judicial adjudication if
the amount to which he is determined  to  be  entitled  exceeds  50% of the
amount  of  his  claim.  Otherwise, the Expenses incurred by Indemnitee  in
connection with such judicial adjudication shall be appropriately prorated.

          (c)  In any judicial proceeding described in this subsection, the
Corporation shall  bear  the  burden  of  proving  that  Indemnitee  is not
entitled to any Expenses sought with respect to any Claim.

     11.4 SAVING CLAUSE.  If any provision of this Section is determined by
a  court having jurisdiction over the matter to require the Corporation  to
do or  refrain  from  doing any act that is in violation of applicable law,
the court shall be empowered to modify or reform such provision so that, as
modified or reformed, such  provision  provides the maximum indemnification
permitted by law, and such provision, as  so  modified or reformed, and the
balance of this Section, shall be applied in accordance  with  their terms.
Without  limiting the generality of the foregoing, if any portion  of  this
Section  shall   be  invalidated  on  any  ground,  the  Corporation  shall
nevertheless indemnify  an  Indemnitee  to the full extent permitted by any
applicable portion of this Section that shall not have been invalidated and
to the full extent permitted by law with  respect  to that portion that has
been invalidated.

     11.5 NON-EXCLUSIVITY.

          (a)  The indemnification and advancement of  Expenses provided by
or granted pursuant to this Section shall not be deemed  exclusive  of  any
other  rights  to  which  Indemnitee  is  or  may become entitled under any
statute, article of incorporation, by-law, authorization of shareholders or
directors, agreement, or otherwise.

          (b)  It  is  the intent of the Corporation  by  this  Section  to
indemnify and hold harmless  Indemnitee  to the fullest extent permitted by
law,  so that if applicable law would permit  the  Corporation  to  provide
broader   indemnification   rights   than   are  currently  permitted,  the
Corporation shall indemnify and hold harmless  Indemnitee  to  the  fullest
extent permitted by applicable law notwithstanding that the other terms  of
this Section would provide for lesser indemnification.

     11.6 SUCCESSORS  AND  ASSIGNS.  This Section shall be binding upon the
Corporation, its successors  and assigns, and shall inure to the benefit of
the Indemnitee's heirs, personal  representatives,  and  assigns and to the
benefit of the Corporation, its successors and assigns.

     11.7 INDEMNIFICATION OF OTHER PERSONS.  The Corporation  may indemnify
any person not covered by Sections 11.1 through 11.6 to the extent provided
in a resolution of the Board or a separate section of these By-laws.

                                SECTION 12

                     ADOPTION AND AMENDMENT OF BY-LAWS

     By-laws  of the Corporation may be adopted and amended as provided  in
the Articles of Incorporation.


                                SECTION 13

                               MISCELLANEOUS

     13.1 DIVIDENDS.   Except as otherwise provided by law, the Articles of
Incorporation or these By-laws, dividends upon the stock of the Corporation
may  be declared by the Board  of  Directors  at  any  regular  or  special
meeting.   Dividends  may  be  paid  in cash, property, or shares of stock,
subject  to  the  limitations specified by  law  and  in  the  Articles  of
Incorporation.

     13.2 VOTING OF SHARES OWNED BY CORPORATION.  Unless otherwise directed
by  the  Board, any shares  of  capital  stock  issued  by  a  wholly-owned
subsidiary  of  the  Corporation  may  be  voted  by  the  President of the
Corporation, or by any person authorized to do so by the President,  at any
shareholders'  meeting of the subsidiary (or in connection with any written
consent in lieu thereof).

     13.3 FISCAL   YEAR.   Until  otherwise  determined  by  the  Board  of
Directors, the Corporation shall have a fiscal year ending December 31.

     13.4 SEAL.  The  Board  of Directors may adopt a corporate seal, which
shall have inscribed thereon the  name of the Corporation.  The seal may be
used by causing it or a facsimile thereof  to  be  impressed  or affixed or
reproduced  or  otherwise.   Failure to affix the seal shall not,  however,
affect the validity of any instrument.

     13.5 GENDER.  All pronouns  and  variations  thereof used in these By-
laws shall be deemed  to refer to the masculine, feminine or neuter gender,
singular  or  plural,  as the identity of the person,  persons,  entity  or
entities referred to may require.

     13.6 CONTROL SHARE  ACQUISITIONS.   The  provisions  of  Sections  135
through  140.2  of  the  Louisiana Business Corporation Law (La.R.S. 12:135
through 140.2) do not apply  to control share acquisitions of shares of the
Corporation.