-9-

                             BYLAWS

                              OF

                SOUTHERN MISSOURI BANCORP, INC.

            (FORMERLY SMB ACQUISITION BANCORP, INC.)


                           ARTICLE I

                          Home Office

     The home office of Southern Missouri Bancorp, Inc. (formerly
SMB Acquisition Bancorp, Inc.) (herein the "Corporation") shall
be at 531 Vine Street in the State of Missouri.  The Corporation
may also have offices at such other places within or without the
State of Missouri as the board of directors shall from time to
time determine.

                           ARTICLE II

                          Stockholders

     SECTION 1.  Place of Meetings.  All annual and special
meetings of stockholders shall be held at the home office of the
Corporation or at such other place within or without the State in
which the home office of the Corporation is located as the board
of directors may determine and as designated in the notice of
such meeting.

     SECTION 2.  Annual Meeting.  The annual meeting of the
stockholders shall be held on the third Monday in October of each
year, beginning with the year 1999, at the hour of 9:00 a.m., or
at such other date and hour as shall be determined by the Board
of Directors and stated in the notice of the meeting, for the
purpose of electing directors and for the transaction of such
other business as may come before the meeting.  If the day fixed
for the annual meeting shall be a legal holiday in the State of
Missouri, such meeting shall be held on the next succeeding
business day.  If the election of directors shall not be held on
the day designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as conveniently
may be arranged.

     SECTION 3.  Special Meetings.  Special meetings of the
stockholders for any purpose or purposes may be called at any
time by the majority of the board of directors or by a committee
of the board of directors in accordance with the provisions of
the Corporation's Articles of Incorporation.

     SECTION 4.  Conduct of Meetings.  Annual and special
meetings shall be conducted in accordance with the rules and
procedures established by the board of directors.  The board of
directors shall designate, when present, either the chairman of
the board or president to preside at such meetings.

     SECTION 5.  Notice of Meetings.  Written notice stating the
place, day and hour of the meeting and the purpose or purposes
for which the meeting is called shall be mailed by the secretary
or the officer performing his duties, not less than ten days nor
more than seventy days before the meeting to each stockholder of
record entitled to vote at such meeting.  If mailed, such notice
shall be deemed to be delivered when deposited in the United
States mail, addressed to the stockholder at his address as it
appears on the stock transfer books or records of the Corporation
as of the record date prescribed in Section 6 of this Article II,
with postage thereon prepaid.  If a stockholder be present at a
meeting, or in writing waive notice thereof before or after the
meeting, notice of the meeting to such stockholder shall be
unnecessary.  When any stockholders' meeting, either annual or
special, is adjourned for thirty days, notice of the adjourned
meeting shall be given as in the case of an original meeting.  It
shall not be necessary to give any notice of the time and place
of any meeting adjourned for less than thirty days or of the
business to be transacted at such adjourned meeting, other than
an announcement at the meeting at which such adjournment is
taken.
     SECTION 6.  Closing Transfer Books; Fixing of Record Date.
The Board of Directors shall have power to close the transfer
books of the Corporation for a period not exceeding seventy days
preceding the date of any meeting of shareholders, or the date of
payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of shares
shall go into effect; provided, however that in lieu of closing
the stock transfer books, the Board of Directors may fix in
advance a date, not exceeding seventy days preceding the date of
any meeting of shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of shares shall go into
effect, as a record date for the determination of the
shareholders entitled to notice of, and to vote at, the meeting
and any adjournment thereof, or to receive payment of the
dividend, or to receive the allotment of rights, or to exercise
the rights in respect of the change, conversion or exchange of
shares.  In such case, only the shareholders who are shareholders
of record on the date of closing the transfer books, or on the
record date so fixed, shall be entitled to notice of, and to vote
at, the meeting and any adjournment thereof, or to receive
payment of the dividend, or to receive the allotment of rights,
or to exercise the rights, as the case may be, notwithstanding
any transfer of any shares on the books of the Corporation after
the date of closing of the transfer books or the record date
fixed as aforesaid.  If the Board of Directors does not close the
transfer books or set a record date, only the shareholders who
are shareholders of record at the close of business on the
twentieth day preceding the date of the meeting shall be entitled
to notice of, and to vote at, the meeting, and any adjournment of
the meeting.

     SECTION 7.  Voting Lists.  The officer or agent, having
charge of the stock transfer books for shares of the Corporation
shall make, at least ten days before each meeting of
shareholders, a complete record of the stockholders entitled to
vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares
held by each.  The record, for a period of ten days before such
meeting, shall be kept on file at the principal office of the
Corporation, and shall be subject to inspection by any
shareholder for any purpose germane to the meeting at any time
during usual business hours.  Such record shall also be produced
and kept open at the time and place of the meeting and shall be
subject to the inspection of any stockholder for any purpose
germane to the meeting during the whole time of the meeting.  The
original stock transfer books shall be prima facie evidence as to
who are the stockholders entitled to examine such record or
transfer books or to vote at any meeting of stockholders.

     SECTION 8.  Quorum.  A majority of the outstanding shares of
the Corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of stockholders.
If less than a majority of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice.  At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally notified.  The
stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

     SECTION 9.  Proxies.  At all meetings of stockholders, a
stockholder may vote by proxy executed in writing by the
stockholder or by his duly authorized attorney in fact.  Proxies
solicited on behalf of the management shall be voted as directed
by the stockholder or, in the absence of such direction, as
determined by a majority of the board of directors.  No proxy
shall be valid after eleven months from the date of its execution
unless otherwise provided in the proxy.

     SECTION 10.  Voting.  At each election for directors every
stockholder entitled to vote at such election shall be entitled
to one vote for each share of stock held by him.  Unless
otherwise provided in the Articles of Incorporation, by Statute,
or by these Bylaws, a majority of those votes cast by
stockholders at a lawful meeting shall be sufficient to pass on a
transaction or matter.

     SECTION 11.  Voting of Shares in the Name of Two or More
Persons.  When ownership of stock stands in the name of two or
more persons, in the absence of written directions to the
Corporation to the contrary, at any meeting of the stockholders
of the Corporation any one or more of such stockholders may cast,
in person or by proxy, all votes to which such ownership is
entitled.  In the event an attempt is made to cast conflicting
votes, in person or by proxy, by the several persons in whose
name shares of stock stand, the vote or votes to which these
persons are entitled shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at
such meeting, but no votes shall be cast for such stock if a
majority cannot agree.

     SECTION 12.  Voting of Shares by Certain Holders.  Shares
standing in the name of another corporation may be voted by any
officer, agent or proxy as the bylaws of such corporation may
prescribe, or, in the absence of such provision, as the board of
directors of such corporation may determine.  Shares held by an
administrator, executor, guardian or conservator may be voted by
him, either in person or by proxy, without a transfer of such
shares into his name.  Shares standing in the name of a trustee
may be voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a transfer
of such shares into his name.  Shares standing in the name of a
receiver may be voted by such receiver, and shares held by or
under the control of a receiver may be voted by such receiver
without the transfer thereof into his name if authority to do so
is contained in an appropriate order of the court or other public
authority by which such receiver was appointed.

       A stockholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred into
the name of the pledgee and thereafter the pledgee shall be
entitled to vote the shares so transferred.

       Neither treasury shares of its own stock held by the
Corporation, nor shares held by another corporation, if a
majority of the shares entitled to vote for the election of
directors of such other corporation are held by the Corporation,
shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of
any meeting.

       SECTION 13.  Inspectors of Election.  In advance of any
meeting of stockholders, the board of directors may appoint any
persons, other than nominees for office, as inspectors of
election to act at such meeting or any adjournment thereof.  The
number of inspectors shall be either one or three.  If the board
of directors so appoints either one or three inspectors, that
appointment shall not be altered at the meeting.  If inspectors
of election are not so appointed, the chairman of the board or
the president may make such appointment at the meeting.  In case
any person appointed as inspector fails to appear or fails or
refuses to act, the vacancy may be filled by appointment by the
board of directors in advance of the meeting or at the meeting by
the chairman of the board or the president.

       Unless otherwise prescribed by applicable law, the duties
of such inspectors shall include:  determining the number of
shares of stock and the voting power of each share, the shares of
stock represented at the meeting, the existence of a quorum, the
authenticity, validity and effect of proxies; receiving votes,
ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to
vote; counting and tabulating all votes or consents; determining
the result; and such acts as may be proper to conduct the
election or vote with fairness to all stockholders.

     SECTION 14.  Nominating Committee.  The board of directors
shall act as a nominating committee for selecting the management
nominees for election as directors.  Except in the case of a
nominee substituted as a result of the death or other incapacity
of a management nominee, the nominating committee shall deliver
written nominations to the secretary at least twenty days prior
to the date of the annual meeting.  Provided such committee makes
such nominations, no nominations for directors except those made
by the nominating committee shall be voted upon at the annual
meeting unless other nominations by stockholders are made in
writing and delivered to the secretary of the Corporation in
accordance with the provisions of the Corporation's Articles of
Incorporation.

     SECTION 15.  New Business.  Any new business to be taken up
at the annual meeting shall be stated in writing and filed with
the secretary of the Corporation in accordance with the
provisions of the Corporation's Articles of Incorporation.  This
provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers,
directors and committees, but in connection with such reports no
new business shall be acted upon at such annual meeting unless
stated and filed as provided in the Corporation's Articles of
Incorporation.

                          ARTICLE III

                       Board of Directors

     SECTION 1.  General Powers.  The business and affairs of the
Corporation shall be under the direction of its board of
directors.  The board of directors shall annually elect a
president from among its members and may also elect a chairman of
the board from among its members.  The board of directors shall
designate, when present, either the chairman of the board or the
president to preside at its meetings.

     SECTION 2.  Number, Term and Election.  The board of
directors shall initially consist of seven (7) members and shall
be divided into three classes as nearly equal in number as
possible.  The members of each class shall be elected for a term
of three years and until their successors are elected or
qualified.  The board of directors shall be classified in
accordance with the provisions of the Corporation's Articles of
Incorporation.  The board of directors may increase the number of
members of the board of directors but in no event shall the
number of directors be increased in excess of fifteen.

     SECTION 3.  Qualification.  Each director shall at all times
be the beneficial owner of not less than 100 shares of capital
stock of the Corporation.

     SECTION 4.  Regular Meetings.  A regular meeting of the
board of directors shall be held without other notice than this
Bylaw immediately after, and at the same place as, the annual
meeting of stockholders.  The board of directors may provide, by
resolution, the time and place for the holding of additional
regular meetings without other notice than such resolution.

     SECTION 5.  Special Meetings.  Special meetings of the board
of directors may be called by or at the request of the chairman
of the board or the president, or by one-third of the directors.
The persons authorized to call special meetings of the board of
directors may fix any place in the State of Missouri as the place
for holding any special meeting of the board of directors called
by such persons.

     Members of the board of directors may participate in special
meetings by means of conference telephone or similar
communications equipment by which all persons participating in
the meeting can hear each other.  Such participation shall
constitute presence in person but directors will not receive any
compensation for participation in meetings by conference
telephone.

     SECTION 6.  Notice.  Written notice of any special meeting
shall be given to each director at least two days previous
thereto delivered personally or by telegram or at least five days
previous thereto delivered by mail at the address at which the
director is most likely to be reached.  Such notice shall be
deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid if mailed or when
delivered to the telegraph company if sent by telegram.  Any
director may waive notice of any meeting by a writing filed with
the secretary.  The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not
lawfully called or convened.  Neither the business to be
transacted at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of
such meeting.

     SECTION 7.  Quorum.  A majority of the number of directors
fixed by Section 2 of this Article III shall constitute a quorum
for the transaction of business at any meeting of the board of
directors, but if less than such majority is present at a
meeting, a majority of the directors present may adjourn the
meeting from time to time.  Notice of any adjourned meeting shall
be given in the same manner as prescribed by Section 6 of this
Article III.

     SECTION 8.  Manner of Acting.  The act of the majority of
the directors present at a meeting at which a quorum is present
shall be the act of the board of directors, unless a greater
number is prescribed by these Bylaws, the Articles of
Incorporation, or the laws of Missouri.

     SECTION 9.  Action Without a Meeting.  Any action required
or permitted to be taken by the board of directors at a meeting
may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the
directors.

     SECTION 10.  Resignation.  Any director may resign at any
time by sending a written notice of such resignation to the home
office of the Corporation addressed to the chairman of the board
or the president.  Unless otherwise specified herein such
resignation shall take effect upon receipt thereof by the
chairman of the board or the president.

     SECTION 11.  Vacancies.  Any vacancy occurring in the board
of directors shall be filled in accordance with the provisions of
the Corporation's Articles of Incorporation.  Any directorship to
be filled by reason of an increase in the number of directors may
be filled by the affirmative vote of two-thirds of the directors
then in office.  The term of such director shall be in accordance
with the provisions of the Corporation's Articles of
Incorporation.

     SECTION 12.  Removal of Directors.  Any director or the
entire board of directors may be removed only in accordance with
the provisions of the Corporation's Articles of Incorporation.

     SECTION 13.  Compensation.  Directors, as such, may receive
a stated fee for their services.  By resolution of the board of
directors, a reasonable fixed sum, and reasonable expenses of
attendance, if any, may be allowed for actual attendance at each
regular or special meeting of the board of directors.  Members of
either standing or special committees may be allowed such
compensation for actual attendance at committee meetings as the
board of directors may determine.  Nothing herein shall be
construed to preclude any director from serving the Corporation
in any other capacity and receiving remuneration therefor.

     SECTION 14.  Presumption of Assent.  A director of the
Corporation 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
or abstention 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 Corporation immediately after the
adjournment of the meeting.  Such right to dissent shall not
apply to a director who votes in favor of such action.

     SECTION 15.  Advisory Directors.  The board of directors may
by resolution appoint advisory directors to the board, and shall
have such authority and receive such compensation and
reimbursement as the board of directors shall provide.  Advisory
director or directors emeriti shall not have the authority to
participate by vote in the transaction of business.

                           ARTICLE IV

              Committees of the Board of Directors

     The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, as
they may determine to be necessary or appropriate for the conduct
of the business of the Corporation, and may prescribe the duties,
constitution and procedures thereof.  Each committee shall
consist of one or more directors of the Corporation.  The board
may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at
any meeting of the committee.

     The board of directors shall have power, by the affirmative
vote of a majority of the authorized number of directors, at any
time to change the members of, to fill vacancies in, and to
discharge any committee of the board.  Any member of any such
committee may resign at any time by giving notice to the
Corporation provided, however, that notice to the board, the
chairman of the board, the chief executive officer, the chairman
of such committee, or the secretary shall be deemed to constitute
notice to the Corporation.  Such resignation shall take effect
upon receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, acceptance of
such resignation shall not be necessary to make it effective.
Any member of any such committee may be removed at any time,
either with or without cause, by the affirmative vote of a
majority of the authorized number of directors at any meeting of
the board called for that purpose.

                           ARTICLE V

                            Officers

     SECTION 1.  Positions.  The officers of the Corporation
shall be a president, one or more vice presidents, a secretary
and a treasurer, each of whom shall be elected by the board of
directors.  The board of directors may also designate the
chairman of the board as an officer.  The president shall be the
chief executive officer unless the board of directors designates
the chairman of the board as chief executive officer.  The
president shall be a director of the Corporation.  The offices of
the secretary and treasurer may be held by the same person and a
vice president may also be either the secretary or the treasurer.
The board of directors may designate one or more vice presidents
as executive vice president or senior vice president.  The board
of directors may also elect or authorize the appointment of such
other officers as the business of the Corporation may require.
The officers shall have such authority and perform such duties as
the board of directors may from time to time authorize or
determine.  In the absence of action by the board of directors,
the officers shall have such powers and duties as generally
pertain to their respective offices.

     SECTION 2.  Election and Term of Office.  The officers of
the Corporation shall be elected annually by the board of
directors at the first meeting of the board of directors held
after each annual meeting of the shareholders.  If the election
of officers is not held at such meeting, such election shall be
held as soon thereafter as possible.  Each officer shall hold
office until his successor shall have been duly elected and
qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.  Election
or appointment of an officer, employee or agent shall not of
itself create contract rights.  The board of directors may
authorize the Corporation to enter into an employment contract
with any officer in accordance with state law; but no such
contract shall impair the right of the board of directors to
remove any officer at any time in accordance with Section 3 of
this Article V.

     SECTION 3.  Removal.  Any officer may be removed by vote of
a simple majority of the board of directors whenever, in its
judgment, the best interests of the Corporation will be served
thereby, but such removal, other than for cause, shall be without
prejudice to the contract rights, if any, of the person so
removed.

     SECTION 4.  Vacancies.  A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may
be filled by the board of directors for the unexpired portion of
the term.

     SECTION 5.  Remuneration.  The remuneration of the officers
shall be fixed from time to time by the board of directors and no
officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Corporation.

                           ARTICLE VI

             Contracts, Loans, Checks and Deposits

     SECTION 1.  Contracts.  To the extent permitted by
applicable law, and except as otherwise prescribed by the
Corporation's Articles of Incorporation or these Bylaws with
respect to certificates for shares, the board of directors may
authorize any officer, employee, or agent of the Corporation to
enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation.  Such authority may
be general or confined to specific instances.

     SECTION 2.  Loans.  No loans shall be contracted on behalf
of the Corporation and no evidence of indebtedness shall be
issued in its name unless authorized by the board of directors.
Such authority may be general or confined to specific instances.

     SECTION 3.  Checks, Drafts, Etc.  All checks, drafts or
other orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the Corporation shall be
signed by one or more officers, employees or agents of the
Corporation in such manner as shall from time to time be
determined by resolution of the board of directors.

     SECTION 4.  Deposits.  All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in any of its duly authorized
depositories as the board of directors may select.

                          ARTICLE VII

           Certificates for Shares and Their Transfer

     SECTION 1.  Certificates for Shares.  The shares of the
Corporation shall be represented by certificates signed by the
chairman of the board of directors or by the president or a vice
president and by the treasurer or by the secretary of the
Corporation, and may be sealed with the seal of the Corporation
or a facsimile thereof.  Any or all of the signatures upon a
certificate may be facsimiles if the certificate is countersigned
by a transfer agent, or registered by a registrar, other than the
Corporation itself or an employee of the Corporation.  If any
officer who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such officer
before the certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at
the date of its issue.

     SECTION 2.  Form of Share Certificates.  All certificates
representing shares issued by the Corporation shall set forth
upon the face or back that the Corporation will furnish to any
shareholder upon request and without charge a full statement of
the designations, preferences, limitations, and relative rights
of the shares of each class authorized to be issued, the
variations in the relative rights and preferences between the
shares of each such series so far as the same have been fixed and
determined, and the authority of the board of directors to fix
and determine the relative rights and preferences of subsequent
series.

     Each certificate representing shares shall state upon the
face thereof:  that the Corporation is organized under the laws
of the State of Missouri; the name of the person to whom issued;
the number and class of shares; the date of issue; the
designation of the series, if any, which such certificate
represents; the par value of each share represented by such
certificate, or a statement that the shares are without par
value.  Other matters in regard to the form of the certificates
shall be determined by the board of directors.
     SECTION 3.  Payment for Shares.  No certificate shall be
issued for any shares until such share is fully paid.

     SECTION 4.  Form of Payment for Shares.  The consideration
for the issuance of shares shall be paid in accordance with the
provisions of the Corporation's Articles of Incorporation.

     SECTION 5.  Transfer of Shares.  Transfer of shares of
capital stock of the Corporation shall be made only on its stock
transfer books.  Authority for such transfer shall be given only
by the holder of record thereof or by his legal representative,
who shall furnish proper evidence of such authority, or by his
attorney thereunto authorized by power of attorney duly executed
and filed with the Corporation.  Such transfer shall be made only
on surrender for cancellation of the certificate for such shares.
The person in whose name shares of capital stock stand on the
books of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes.

     SECTION 6.  Stock Ledger.  The stock ledger of the
Corporation shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list
required by Section 7 of Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of
stockholders.

     SECTION 7.  Lost Certificates.  The board of directors may
direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost,
stolen, or destroyed.  When authorizing such issue of a new
certificate, the board of directors may, in its discretion and as
a condition precedent to the issuance thereof, require the owner
of such lost, stolen, or destroyed certificate, or his legal
representative, to give the Corporation a bond in such sum as it
may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged
to have been lost, stolen, or destroyed.

     SECTION 8.  Beneficial Owners.  The Corporation shall be
entitled to recognize the exclusive right of a person registered
on its books as the owner of shares to receive dividends, and to
vote as such owner, 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 the Corporation shall
have express or other notice thereof, except as otherwise
provided by law.

                          ARTICLE VIII

                   Fiscal Year; Annual Audit

     The fiscal year of the Corporation shall end on the last day
of June of each year.  The Corporation shall be subject to an
annual audit as of the end of its fiscal year by independent
public accountants appointed by and responsible to the board of
directors.

                           ARTICLE IX

                           Dividends

     Subject to the provisions of the Articles of Incorporation
and applicable law, the board of directors may, at any regular or
special meeting, declare dividends on the Corporation's
outstanding capital stock.  Dividends may be paid in cash, in
property or in the Corporation's own stock.

                           ARTICLE X

                         Corporate Seal

     The corporate seal of the Corporation shall be in such form
as the board of directors shall prescribe.

                           ARTICLE XI

                           Amendments

     In accordance with the Corporation's Articles of
Incorporation, these Bylaws may be repealed, altered, amended or
rescinded by the stockholders of the Corporation only by vote of
not less than 80% of the outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at a
meeting of the stockholders called for that purpose (provided
that notice of such proposed repeal, alteration, amendment or
rescission is included in the notice of such meeting).  In
addition, the board of directors may repeal, alter, amend or
rescind these Bylaws by vote of two-thirds of the board of
directors at a legal meeting held in accordance with the
provisions of these Bylaws.


                           * * * * *

     Adopted by the Board of Directors on September 30, 1998.