[LOGO]
                               THE STATE OF TEXAS

                               SECRETARY OF STATE

                          IT IS HEREBY CERTIFIED, that
                            Articles of Incorporation
                                       of

                                    300, INC.
                               CHARTER #1063875-00

     were filed in this office and a certificate of incorporation was issued on

                                OCTOBER 1, 1987;

     IT IS  FURTHER  CERTIFIED,  that no  certificate  of  dissolution  has been
issued, and that the corporation is still in existence.



      [SEAL]                  IN TESTIMONY  WHEREOF,  I have hereunto  signed my
THE STATE OF TEXAS            name officially and caused to be impressed  hereon
                              the  Seal of  State  at my  office  in the City of
                              Austin, on July 23, 1997.


[ILLEGIBLE]


                              /s/ ANTONIO O. GARZA
                              --------------------------------------------------
                                             Antonio O. Garza, Jr.            PH
                                               Secretary of State               
                                                                                


<PAGE>


                                     [LOGO]
                               THE STATE OF TEXAS

                               SECRETARY OF STATE

     IT IS HEREBY CERTIFIED, that the attached is/are true and correct copies of
the following described document(s) on file in this office:

                                    300, INC.
                               CHARTER NO. 1063875

ARTICLES 0F INCORPORATION                                         OCTOBER 1,1987
ASSUMED NAME CERTIFICATE                                        DECEMBER 7, 1987
ARTICLES OF MERGER                                             DECEMBER 22, 1994
                                   EFFECTIVE DATE: DECEMBER 31, 1994 AT 11:59 PM
ASSUMED NAME CERTIFICATE                                       DECEMBER 13, 1995
ASSUMED NAME CERTIFICATE                                      SEPTEMBER 18, 1996



      [SEAL]                  IN TESTIMONY  WHEREOF,  I have hereunto  signed my
THE STATE OF TEXAS            name officially and caused to be impressed  hereon
                              the  Seal of  State  at my  office  in the City of
                              Austin, on April 16, 1997.


[ILLEGIBLE]


                              /s/ ANTONIO O. GARZA
                              --------------------------------------------------
                                             Antonio 0. Garza, Jr.           BAM
                                               Secretary of State               
                                                                                


<PAGE>


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                    300, INC.

                               A Texas Corporation


                                Date of Adoption

                                  April 23,1997


<PAGE>


                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----


                                    ARTICLE I
                                     OFFICES

Section 1.1.   Registered Office .........................................     1
Section 1.2.   Other Offices .............................................     1

                                    ARTICLE 2
                                  SHAREHOLDERS

Section 2.1.   Place of Meetings .........................................     1
Section 2.2.   Quorum; Adjournment of Meetings ...........................     1
Section 2.3.   Annual Meetings ...........................................     2
Section 2.4.   Special Meetings ..........................................     2
Section 2.5.   Record Date ...............................................     2
Section 2.6.   Notice of Meetings ........................................     3
Section 2.7.   Shareholder List ..........................................     4
Section 2.8.   Proxies ...................................................     4
Section 2.9.   Voting; Election; Inspectors ..............................     4
Section 2.10.  Conduct of Meetings .......................................     5
Section 2.11.  Treasury Stock ............................................     6
Section 2.12.  Action Without Meeting ....................................     6

                                    ARTICLE 3
                               BOARD OF DIRECTORS

Section 3.1.   Power; Number; Term of Office .............................     6
Section 3.2.   Quorum; Voting ............................................     7
Section 3.3.   Place of Meetings; Order of Business ......................     7
Section 3.4.   First Meeting .............................................     7
Section 3.5.   Regular Meetings ..........................................     7
Section 3.6.   Special Meetings ..........................................     8
Section 3.7.   Removal ...................................................     8
Section 3.8.   Vacancies, Increases in the Number of Directors ...........     8
Section 3.9.   Compensation ..............................................     8


                                       -i-
<PAGE>


Section 3.10.  Action Without a Meeting; Telephone Conference Meeting ....     8
Section 3.11.  Approval or Ratification of Acts or Contracts by 
               Shareholders ..............................................     9

                                    ARTICLE 4
                                   COMMITTEES

Section 4.1.   Designation;  Powers ......................................    9
Section 4.2.   Procedure; Meetings; Quorum ...............................    9
Section 4.3.   Substitution and Removal of Members; Vacancies ............   10

                                    ARTICLE 5
                                    OFFICERS

Section 5.1.   Number, Titles and Term of Office .........................    10
Section 5.2.   Powers and Duties of the Chairman of the Board ............    10
Section 5.3.   Powers and Duties of the President ........................    11
Section 5.4.   Powers and Duties of the Vice Chairman of the Board .......    11
Section 5.5.   Vice Presidents ...........................................    11
Section 5.6.   Secretary .................................................    11
Section 5.7.   Assistant Secretaries .....................................    12
Section 5.8.   Treasurer .................................................    12
Section 5.9.   Assistant Treasurers ......................................    12
Section 5.10.  Action with Respect to Securities of Other 
               Corporations ..............................................    12
Section 5.11.  Delegation ................................................    13

                                    ARTICLE 6
                                  CAPITAL STOCK

Section 6.1.   Certificates of Stock .....................................    13
Section 6.2.   Transfer of Shares ........................................    13
Section 6.3.   Ownership of Shares .......................................    13
Section 6.4.   Regulations Regarding Certificates ........................    14
Section 6.5.   Lost or Destroyed Certificates ............................    14

                                    ARTICLE 7
                            MISCELLANEOUS PROVISIONS

Section 7.1.   Fiscal Year ...............................................    14
Section 7.2.   Corporate Seal ............................................    14


                                      -ii-
<PAGE>


Section 7.3.   Notice and Waiver of Notice ...............................    14
Section 7.4.   Facsimile Signatures ......................................    15
Section 7.5.   Reliance upon Books, Reports and Records ..................    15
Section 7.6.   Application of Bylaws .....................................    15

                                    ARTICLE 8
                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 8.1.   Indemnification ...........................................    15
Section 8.2.   Nonexclusivity ............................................    16
Section 8.3.   Insurance .................................................    16
Section 8.4.   Witnesses .................................................    16

                                    ARTICLE 9
                                   AMENDMENTS

Section 9.1.   Amendments ................................................    17


                                      -iii-
<PAGE>


                                      *****

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                    300, INC.

                                      ****

                                    ARTICLE I
                                     OFFICES

     Section 1.1.  Registered  Office.  The registered office of the Corporation
required by the state of  incorporation  of the  Corporation to be maintained in
the state of  incorporation  of the Corporation  shall be the registered  office
named in the charter  documents of the Corporation,  or such other office as may
be designated from time to time by the Board of Directors in the manner provided
by law.

     Section 1.2. Other Offices.  The  Corporation may also have offices at such
other  places  both  within  and  without  the  state  of  incorporation  of the
  Corporation as the Board of Directors may from time to time determine or the
business of the Corporation may require.

                                    ARTICLE 2
                                  SHAREHOLDERS

     Section 2.1. Place of Meetings.  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  incorporation  of the Corporation as shall be specified
or fixed in the notices or waivers of notice thereof.

     Section 2.2. Quorum;  Adjournment of Meetings. Unless otherwise required by
law or provided in the charter documents of the Corporation or these Bylaws, (i)
the holders of a majority of the stock  issued and  outstanding  and entitled to
vote thereat,  present in person or  represented  by proxy,  shall  constitute a
quorum at any meeting of shareholders  for the transaction of business,  (ii) in
all  matters  other than  election of  directors,  the  affirmative  vote of the
holders of a majority of such stock so present or  represented at any meeting of
shareholders  at which a  quorum  is  present  shall  constitute  the act of the
shareholders, and (iii) where a separate vote by a class or classes is required,
a majority of the outstanding shares of such class or classes, present in person
or represented by



<PAGE>


proxy shall  constitute  a quorum  entitled to take action with  respect to that
vote on that matter and the  affirmative  vote of the  majority of the shares of
such class or classes  present in person or  represented by proxy at the meeting
shall be the act of such class.  The  shareholders  present at a duly  organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough  shareholders  to leave less than a quorum,  subject to the
provisions of clauses (ii) and (iii) above.

     Directors  shall be  elected  by a  plurality  of the  votes of the  shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors.

     Notwithstanding  the  other  provisions  of the  charter  documents  of the
Corporation  or these  Bylaws,  the  chairman of the meeting or the holders of a
majority of the issued and outstanding  stock,  present in person or represented
by proxy and entitled to vote thereat, at any meeting of shareholders whether or
not a quorum is present,  shall have the power to adjourn such meeting from time
to time,  without any notice other than  announcement at the meeting of the time
and place of the holding of the adjourned  meeting.  If the  adjournment  is for
more then thirty  (30) days,  or if after the  adjournment  a new record date is
fixed for the  adjourned  meeting,  a notice of the  adjourned  meeting shall be
given to each  shareholder of record  entitled to vote at such meeting.  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
called.
                
     Section 2.3. Annual Meetings.  An annual meeting of the  shareholders,  for
the  election of  directors  to succeed  those  whose  terms  expire and for the
transaction  of such other  business as may  properly  come before the  meeting,
shall be held at such place (within or without the state of incorporation of the
Corporation), on such date, and at such time as the Board of Directors shall fix
and set forth in the notice of the meeting,  which date shall be within thirteen
(13) months subsequent to the last annual meeting of shareholders.

     Section 2.4. Special  Meetings.  Unless  otherwise  provided in the charter
documents  of the  Corporation,  special  meetings of the  shareholders  for any
purpose or purposes may be called at any time by the  Chairman of the Board,  by
the Vice Chairman of the Board or by the President,  or by majority of the Board
of Directors,  or by a majority of the executive committee (if any), at such
time and at such place as may be stated in the notice of the meeting. Business
transacted at a special meeting shall be confined to the purpose(s))  stated in
the notice of such meeting.

     Section  2.5.  Record  Date.  For the purpose of  determining  shareholders
entitled  to  notice  of or to  vote  at any  meeting  of  shareholders,  or any
adjournment  thereof,  or  entitled  to receive  payment of any divided or other
distribution  or 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


                                       -2-
<PAGE>


lawful action,  the Board of Directors of the  Corporation may fix a date as the
record date for any such determination of shareholders,  which record date shall
not precede the date on which the resolutions fixing the record date are adopted
and which  record  date shall not be more than sixty (60) days nor less then ten
(10) days before the date of such meeting of  shareholders,  nor more than sixty
(60) days prior to any other actions to which such record date relates.

     If the Board of Directors does not fix a record date for any meeting of the
shareholders, the record date for determining shareholders entitled to notice of
or to vote at such  meeting  shall be at the close of  business  on the day next
preceding the day on which notice is given, or, if in accordance with Article 7,
Section 7.3 of these  Bylaws  notice is waived,  at the close of business on the
day next  preceding  the day on which the  meeting is held.  The record date for
determining  shareholders  for any other purpose  (other than the  consenting to
corporate action in writing without a meeting) shall be at the close of business
on the day on which  the  Board of  Directors  adopts  the  resolution  relating
thereto.  A determination  of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

     For the  purpose of  determining  the  shareholders  entitled to consent to
corporate action in writing without a meeting,  the Board of Directors may fix a
record  date,  which  record  date  shall not  precede  the date upon  which the
resolution  fixing the record  date is  adopted by the Board of  Directors,  and
which  date  shall not be more than ten (10) days  after the date upon which the
resolution  fixing the record date is adopted by the Board of Directors.  If the
Board of Directors does not fix the record date, the record date for determining
shareholders  entitled  to consent  to  corporate  action in  writing  without a
meeting,  when no prior action by the Board of Directors is necessary,  shall be
the first date on which a signed written  consent setting forth the action taken
or proposed to be taken is delivered to the Corporation at its registered office
in the state of  incorporation  of the  Corporation or at its principal place of
business.  If the Board of  Directors  does not fix the record  date,  and prior
action by the Board of Directors is necessary,  the record date for  determining
shareholders  entitled  to consent  to  corporate  action in  writing  without a
meeting  shall be at the  close of  business  on the day on which  the  Board of
Directors adopts the resolution taking such prior action.

     Section 2.6. Notice of Meetings. Written notice of the place, date and hour
of all meetings,  and, in case of a special meeting, the purpose or purposes for
which  the  meeting  is  called,  shall be given by or at the  direction  of the
Chairman of the Board,  the  President,  the Vice Chairman of the Board,  or the
President,  the  Secretary  or the other  person(s)  calling the meeting to each
shareholder  entitled to vote thereat not less than ten (10) nor more than sixty
(60) days before the date of the meeting.  Such notice may be  delivered  either
personally or by mail. If mailed, notice is given when
 

                                      -3-
<PAGE>


deposited  in  the  United  States  mail,  postage  prepaid,   directed  to  the
shareholder  at such  shareholder's  address as it appears on the records of the
Corporation.

     Section 2.7. Shareholder List. A complete list of shareholders  entitled to
vote at any meeting of  shareholders,  arranged in  alphabetical  order for each
class of stock and showing the address of each such  shareholder  and the number
of  shares  registered  in the  name of such  shareholder  shall  be open to the
examination of any shareholder,  for any purpose germane to the meeting,  during
ordinary  business  hours,  for a period of at least ten (10) days  prior to the
meeting,  either at a place  within  the city  where the  meeting is to be held,
which  place  shall be  specified  in the notice of the  meeting,  or, if not so
specified,  at the place where the meeting is to be held. The  shareholder  list
shall also be produced and kept at the time and place of the meeting  during the
whole time thereof, and may be inspected by any shareholder who is present.

     Section 2.8.  Proxies.  Each  shareholder  entitled to vote at a meeting of
shareholders or to express  consent or dissent to a corporate  action in writing
without a meeting  may  authorize  another  person or  persons to act for him by
proxy.  Proxies for use at any meeting of  shareholders  shall be filed with the
Secretary, or such other officer as the Board of Directors may from time to time
determine  by  resolution,  before or at the time of the  meetings.  All proxies
shall be  received  and taken  charge of and all ballots  shall be received  and
canvassed  by the  secretary  of the  meeting,  who shall  decide all  questions
touching upon the qualification of voters, the validity of the proxies,  and the
acceptance or rejection of votes,  unless an inspector or inspectors  shall have
been appointed by the chairman of the meeting,  in which event such inspector or
inspectors shall decide all such questions.

     No proxy shall be valid after eleven (11) months from its date,  unless the
proxy  provides  for a longer  period.  Each  proxy  shall be  revocable  unless
expressly  provided  therein to be  irrevocable  and  coupled  with an  interest
sufficient in law to support an irrevocable power.

     Should a proxy designate two or more persons to act as proxies, unless such
instrument shall provide the contrary, a majority of such persons present at any
meeting at which their powers  thereunder are to be exercised shall have and may
exercise all the powers of voting or giving consents  thereby  conferred,  or if
only one be present,  then such powers may be  exercised  by that one; or, if an
even number  attend and a majority do not agree on any  particular  issue,  each
proxy so attending  shall be entitled to exercise such powers in respect of such
portion of the shares as is equal to the reciprocal of the fraction equal to the
number of proxies representing such shares divided by the total number of shares
represented by such proxies.

     Section 2.9. Voting; Election; Inspectors. Unless otherwise required by Law
or provided in the charter documents of the Corporation,  each shareholder shall
on each matter  submitted to a vote at a meeting of  shareholders  have one vote
for each share of the stock entitled to vote which is


                                      -4-
<PAGE>


registered  in his name on the record  date for the  meeting.  For the  purposes
hereof, each election to fill a directorship shall constitute a separate matter.
Shares registered in the name of another  corporation,  domestic or foreign, may
be voted by such officer,  agent or proxy as the bylaws (or comparable  body) of
such  corporation  may  determine.  Shares  registered in the name of a deceased
person may be voted by the executor or  administrator  of such person's  estate,
either in person or by proxy.

     All voting,  except as required by the charter  document of the Corporation
or where otherwise required by law, may be by a voice vote;  provided,  however,
upon  request  of the  chairman  of the  meeting  or  upon  demand  therefor  by
shareholders  holding a majority of the issued and outstanding  stock present in
person or by proxy at any meeting a stock vote shall be taken.  Every stock vote
shall be taken by written  ballots,  each of which  shall  state the name of the
shareholder or proxy voting and such other  information as may be required under
the procedure  established for the meeting.  All elections of directors shall be
by written  ballots,  unless  otherwise  provided in the charter document of the
Corporation.

     At any meeting at which a vote is taken by written ballots, the chairman of
the meeting may appoint one or more inspectors,  each of whom shall subscribe an
oath or  affirmation  to  execute  faithfully  the duties of  inspector  at such
meeting with strict  impartiality  and according to the best of such inspector's
ability. Such inspector shall receive the written ballots,  count the votes, and
make and sign a certificate of the result  thereof.  The chairman of the meeting
may appoint any person to serve as inspector, except no candidate for the office
of director shall be appointed as an inspector.

     Unless  otherwise  provided in the charter  documents  of the  Corporation,
cumulative voting for the election of directors shall be prohibited.

     Section 2.10.  Conduct of Meetings.  The meetings of the shareholders shall
be presided over by the Chairman of the Board,  or, if the Chairman of the Board
is not present,  by the President,  or, if the President is not present,  by the
Vice  Chairman  of the Board,  or, if neither  the  Chairman  of the Board,  the
President nor the Vice Chairman of the Board is present,  by a chairman  elected
at the meeting.  The  Secretary  of the  Corporation,  if present,  shall act as
secretary of such  meetings,  or, if the Secretary is not present,  an Assistant
Secretary  shall so act, if neither the  Secretary or an Assistant  Secretary is
present, then a secretary shall be appointed by the chairman of the meeting.

     The chairman of any meeting of  shareholders  shall  determine the order of
business and the  procedure at the meeting,  including  such  regulation  of the
manner of voting and the conduct of discussion as seem to the chairman in order.



                                      -5-
<PAGE>


     Section 2.11.  Treasury Stock. The Corporation shall not vote,  directly or
indirectly,  shares of its own stock  owned by it and such  shares  shall not be
counted for quorum purposes.  Nothing in this Section 2.11 shall be construed as
limiting the right of the  Corporation to vote stock,  including but not limited
to its own stock, held by it in a fiduciary capacity.

     Section 2.12.  Action Without  Meeting.  Unless  otherwise  provided in the
charter  documents of the Corporation,  any action permitted or required by law,
the  charter  documents  of the  Corporation  or these  Bylaws  to be taken at a
meeting of  shareholders,  may be taken without a meeting,  without prior notice
and  without a vote,  if a consent or consents  in  writing,  setting  forth the
action so taken,  shall be signed by the holders of all the  outstanding  shares
entitled to vote on such action and shall be  delivered  to the  Corporation  by
delivery to its registered office in the state of  incorporation,  its principal
place of business,  or an officer or agent of the Corporation  having custody of
the book in which proceedings of meetings of shareholders are recorded. Delivery
made to the Corporation's  registered office shall be by hand or by certified or
registered mail, return receipt requested.

     Every written consent shall bear the date of signature of each  shareholder
who signs the  consent,  and no written  consent  shall be effective to take the
corporate  action  referred  to therein  unless,  within  sixty (60) days of the
earliest dated consent  delivered in the manner  required by this Section to the
Corporation,  written consents signed by a sufficient  number of holders to take
action are delivered to the Corporation by delivery to its registered  office in
the state of  incorporation,  its principal place of business,  or an officer or
agent of the  Corporation  having  custody of the book in which  proceedings  of
meetings  of  shareholders  are  recorded.  Delivery  made to the  Corporation's
registered  office shall be by hand or by certified or registered  mail,  return
receipt requested.

                                    ARTICLE 3
                               BOARD OF DIRECTORS

     Section 3.1. Power; Number; Term of Office. The business and affairs of the
Corporation  shall  be  managed  by or  under  the  direction  of the  Board  of
Directors,  and,  subject  to the  restrictions  imposed  by law or the  charter
documents of the Corporation, the Board of Directors may exercise all the powers
of the Corporation.

     The number of directors which shall constitute the whole Board of Directors
shall be determined  from time to time by the Board of Directors  (provided that
no decrease in the number of directors which would have the effect of shortening
the term of the incumbent  director may be made by the Board of  Directors).  If
the Board of  Directors  makes no such  determination,  the number of  directors
shall be one.  Each  director  shall  hold  office  for the term for which  such
director is


                                      -6-
<PAGE>


elected,  and until  such  director's  successor  shall  have been  elected  and
qualified or until such director's earlier death, resignation or removal.

     Unless  otherwise  provided in the charter  documents  of the  Corporation,
directors need not be shareholders  nor residents of the state of  incorporation
of the Corporation.

     Section  3.2.  Quorum;  Voting.  Unless  otherwise  provided in the charter
documents of the  Corporation,  a majority of the number of  directors  fixed in
accordance  with Section 3.1 shall  constitute a quorum for the  transaction  of
business of the Board of Directors  and the vote of a majority of the  directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors.

     Section 3.3. Place of Meetings;  Order of Business.  The directors may hold
their  meetings,  and may have an office  and keep the books of the Corporation,
except as otherwise provided by law, in such place or places, within or without
the state of  incorporation  of the  Corporation,  as the Board of Directors may
from time to time determine.  At all meetings of the Board of Directors business
shall be  transacted  in such order as shall from time to time be  determined by
the  Chairman of the Board,  or in the  Chairman of the Board's  absence by the
President, or in the President's absence by the Vice Chairman of the Board.

     Section 3.4. First Meeting.  Each newly elected Board of Directors may hold
its first  meetings for the  purpose  of  organization  and the  transaction  of
business, if a quorum is present, immediately after and at the same place as the
annual  meeting  of the  shareholders.  Notice  of  such  meeting  shall  not be
required. At the first meeting of the Board of Directors in each year at which a
quorum shall be present, held after the annual meeting of shareholders, the
Board of Directors shall elect the officers of the Corporation.

     Section 3.5. Regular  Meetings.  Regular meetings of the Board of Directors
shall be held at such times and places as shall be designated  from time to time
by the Chairman of the Board, or in the absence of the Chairman of the Board, by
the President, or in the President's absence, by the Vice Chairman of the Board,
or in the absence of the Vice Chairman of the Board,  by another  officer of the
Corporation. Notice of such regular meetings shall not be required.

     Section 3.6. Special  Meetings.  Special meetings of the Board of Directors
may be called by the Chairman of the Board,  the  President or the Vice Chairman
of the Board or, on the written  request of any director,  by the Secretary,  in
each case on at least  twenty-four  (24) hours' personal, written,  telegraphic,
cable or wireless  notice to each director.  Such notice,  or any waiver thereof
pursuant  to  Article  7,  Section  7.3  hereof,  need not state the  purpose or
purposes  of such  meeting,  except  as may  otherwise  be  required  by law or
provided for in the charter documents of the


                                      -7-
<PAGE>


Corporation or these Bylaws.  Meetings may be held at any time without notice if
all the  directors  are  present  or if those not  present  waive  notice of the
meeting in writing.

     Section 3.7. Removal.  Any director or the entire Board of Directors may be
removed,  with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.

     Section  3.8.  Vacancies;  Increase  in the  Number  of  Directors.  Unless
otherwise  provided  in the  charter  documents  of the  Corporation,  vacancies
existing  on the  Board  of  Directors  for  any  reason  may be  filled  by the
affirmative  vote of a majority of the directors  then in office,  although less
than a quorum, or by a sole remaining director; and any director so chosen shall
hold office until the next annual election and until such  director's  successor
shall have been elected and qualified,  or until such director's  earlier death,
resignation or removal.

     Section 3.9.  Compensation.  No compensation shall be paid to directors and
members of standing  committees,  if any, for their services in such capacities,
provided,  however,  that they shall be reimbursed for all  reasonable  expenses
incurred in attending and returning from meetings of the Board of Directors.

     Section  3.10.  Action  Without a Meeting;  Telephone  Conference  Meeting.
Unless otherwise  restricted by the charter  documents of the  Corporation,  any
action  required  or  permitted  to be  taken  at any  Meeting  of the  Board of
Directors  or any  committee  designated  by the Board a Directors  may be taken
without a meeting if all members of the Board of Directors or committee,  as the
case may be, consent  thereto in writing,  and the writing or writings are filed
with the minutes of  proceedings  of the Board of Directors or  committee.  Such
consent  shall have the same force and effect as a unanimous  vote at a meeting,
and may be stated as such in any document or instrument filed with the Secretary
of State of the state of incorporation of the Corporation.

     Unless  otherwise  restricted by the charter  documents of the Corporation,
subject  to the  requirement  for  notice of  meetings,  members of the Board of
Directors, or members of any committee designated by the Board of Directors, may
participate  in a meeting of such Board of Directors or  committee,  as the case
may be, by means of a conference telephone connection or similar  communications
equipment  by means of which all persons  participates  in the meeting can hear
each other, and  participation  in such a meeting shall  constitute  presence in
person at such meeting,  except where a person  participates in the meeting for
the express  purpose of  objecting  to the  transaction  of any  business on the
ground that the meeting is not lawfully called or convened.


                                      -8-
<PAGE>


     Section   3.11.   Approval  or   Ratification   of  Acts  or  Contracts  by
Shareholders.  The Board of  Directors in its  discretion  may submit any act or
contract for approval or ratification at any annual meeting of the shareholders,
or at any  special  meeting  of the  shareholders  called  for  the  purpose  of
considering  any such act or  contract,  and any act or  contract  that shall be
approved or be ratified  by the vote of the  shareholders  holding a majority of
the issued and outstanding  shares of stock of the Corporation  entitled to vote
and  present  in person or by proxy at such  meeting  (provided that a quorum is
present) shall be as valid and as binding upon the  Corporation and upon all the
shareholders as if it has been approved or ratified by every  shareholder of the
Corporation.  In addition,  any such act or contract may be approved or ratified
by the  written  consent of  shareholders  holding a majority  of the issued and
outstanding  shares of capital stock of the  Corporation  entitled to vote,  and
such consent shall be as valid and binding upon the Corporation and upon all the
shareholders as if it had been approved or ratified by every  shareholder of the
Corporation.

                                    ARTICLE 4
                                   COMMITTEES

     Section 4.1. Designation; Powers. The Board of Directors may, by resolution
passed by a  majority  of the whole  board,  designate  one or more  committees,
including,  if they shall so determine,  an executive committee,  with each such
committee  to consist of one or more of the  directors of the  Corporation.  Any
such  designated  committee  shall have and may exercise  such of the powers and
authority  of the Board of  Directors  in the  management  of the  business  and
affairs of the Corporation as may be provided in such resolution, except that no
such  committee  shall have the power or  authority of the Board of Directors in
reference to amending  the charter  documents  of the  Corporation,  adopting an
agreement of merger or consolidation, recommending to the shareholders the sale,
lease or exchange of all or substantially all of the Corporation's  property and
assets,  recommending to the  shareholders a dissolution of the Corporation or a
revocation  of a  dissolution  of  the  Corporation,  or  amending, altering  or
repealing  these  Bylaws or adopting  new bylaws for the  Corporation.  Any such
designated  committee may authorize the seal of the Corporation to be affixed to
all papers  which may require it. In addition to the above,  such  committee  or
committees  shall have such other powers and  limitations of authority as may be
determined from time to time by the Board of Directors.

     Section 4.2. Procedure; Meetings; Quorum. Any committee designated pursuant
to this Article 4 shall keep regular minutes of its actions and proceedings in a
book  provided for that purpose and report the same to the Board of Directors at
its meeting next succeeding such action,  shall fix its own rules or procedures,
and shall meet at such times and at such place or places as may be  provided  by
such rules,  or by such committee or the Board of Directors.  Should a committee
fail to fix its own rules, the provisions of these Bylaws,  pertaining to the
calling of meetings  and conduct of business by the Board of  Directors,  shall
apply as nearly as may be possible. At every meeting


                                      -9-
<PAGE>


of any such  committee  the  presence of a majority  of all the members  thereof
shall constitute a quorum,  except as provided in Section 4.3 of this Article 4,
and the affirmative vote of a majority of the members present shall be necessary
for the adoption by it of any resolution.

     Section 4.3. Substitution and Removal of Members;  Vacancies.  The Board of
Directors  may  designate  one or more  directors  as  alternate  members of any
committee,  who may replace any absent or disqualified  member at any meeting of
such committee.  In the absence or  disqualification of a member of a committee,
the member or members present at any meeting and not  disqualified  from voting,
whether or not constituting a quorum, may unanimously  appoint another member of
the Board of  Directors  to act at the  meeting  in the  place of the  absent or
disqualified  member. The Board of Directors shall have the power at any time to
remove any member(s) of a committee  and to appoint  other  directors in lieu of
the  person(s)  so removed and shall also have the power to fill  vacancies in a
committee.

                                    ARTICLE 5
                                    OFFICERS

     Section  5.1.  Number,  Titles  and Term of  Office.  The  officers  of the
Corporation  shall be a  Chairman  of the  Board,  President,  one or more  Vice
Presidents  (any one or more of whom may be designated  Executive Vice President
or Senior Vice President),  a Treasurer, a Secretary, and such other officers as
the Board of Directors  may from time to time elect or appoint  (including,  but
not limited to, a Vice Chairman of the Board, one or more Assistant  Secretaries
and one or more Assistant Treasurers). Each officer shall hold office until such
officer's  successor  shall be duly  elected  and shall  qualify  or until  such
officer's  death or until such officer  shall resign or shall have been removed.
Any  number  of  offices  may be held by the same  person,  unless  the  charter
documents of the Corporation  provide otherwise.  Except for the Chairman of the
Board and the Vice Chairman of the Board, no officer need be a director.
                

     Section 5.2.  Powers and Duties of the Chairman of the Board.  The Chairman
of the Board shall be the chief executive officer of the Corporation. Subject to
the control of the Board of Directors and the Executive  Committee (if any), the
Chairman  of the Board  shall have  general  executive  charge,  management  and
control of the properties, business and operations of the Corporation with all
such powers as may be reasonably  incident to such  responsibilities;  may agree
upon and execute all  leases,  contracts  evidences  of  indebtedness  and other
obligations in the name of the  Corporation  and may sign all  certificates  for
shares of capital stock of the Corporation; and shall have such other powers and
duties as designated  in  accordance  with these Bylaws and as from time to time
may be assigned  to the  Chairman  of the Board by the Board of  Directors.  The
Chairman of the Board shall preside at all meetings of the  shareholders  and of
the Board of Directors.


                                      -10-
<PAGE>


     Section  5.3.  Powers  and  Duties of the  President.  Unless  the Board of
Directors otherwise determines,  the President shall have the authority to agree
upon and execute all leases,  contracts,  evidences  of  indebtedness  and other
obligations in the name of the  Corporation;  and, unless the Board of Directors
otherwise determines, the President shall, in the absence of the Chairman of the
Board or if  there be no  Chairman  of the  Board  (should  the  President  be a
director)  preside  at all  meetings  of the  shareholders  and of the  Board of
Directors;  and the  President  shall  have  such  other  powers  and  duties as
designated  in  accordance  with  these  Bylaws  and as from time to time may be
assigned  to the  President  by the Board of  Directors  or the  Chairman of the
Board.

     Section 5.4. Powers and Duties of the Vice Chairman of the Board. The Board
of Directors  may assign  areas of  responsibility  to the Vice  Chairman of the
Board,  and, in such event, and subject to the overall direction of the Chairman
of the Board and the Board of Directors, the Vice Chairman of the Board shall be
responsible for supervising the management of the affairs of the Corporation and
its subsidiaries  within the area or areas assigned and shall monitor and review
on behalf of the Board of Directors all functions within such corresponding area
or areas of the Corporation and each such subsidiary of the Corporation.  In the
absence  of the  President,  or in the  event of the  President's  inability  or
refusal to act, the Vice  Chairman of the Board shall  perform the duties of the
President, and when so acting shall have all the powers of and be subject to all
the  restrictions  upon the President.  Further,  the Vice Chairman of the Board
shall have such other powers and duties as designated  in accordance  with these
Bylaws  and as from time to time may be  assigned  to the Vice  Chairman  of the
Board by the Board of Directors or the Chairman of the Board.

     Section  5.5.  Vice  Presidents.  Each  Vice  President  shall at all times
possess power to sign all  certificates,  contracts and other instruments of the
Corporation,  except as  otherwise  limited in writing  by the  Chairman  of the
Board, the President or the Vice Chairman of the Board of the Corporation.  Each
Vice President  shall have such other powers and duties as from time to time may
be assigned to such Vice  President by the Board of  Directors,  the Chairman of
the Board, the President or the Vice Chairman of the Board.

     Section  5.6.  Secretary.  The  Secretary  shall  keep the  minutes  of all
meetings of the Board of Directors, committees of the Board of Directors and the
shareholders, in books provided for that purpose; shall attend to the giving and
serving of all notices; may in the name of the Corporation affix the seal of the
Corporation  to all  contracts  and  attest  the  affixation  of the seal of the
Corporation thereto; may sign with the other appointed officers all certificates
for  shares  of  capital  stock of the  Corporation;  shall  have  charge of the
certificate  books,  transfer books and stock ledgers,  and such other books and
papers  as the  Board  of  Directors  may  direct,  all of  which  shall  at all
reasonable  times be open to inspection of any director upon  application at the
office of the Corporation  during  business hours;  shall have such other powers
and  duties  as  designated  in  these  Bylaws  and as from  time to time may be
assigned to the Secretary by the Board of Directors, the


                                      -11-
<PAGE>


Chairman of the Board, the President or the Vice Chairman of the Board; and
shall in general  perform all acts incident to the office of Secretary,  subject
to the  control  of the Board of  Directors,  the  Chairman  of the  Board,  the
President or the Vice Chairman of the Board.

     Section 5.7. Assistant Secretaries. Each Assistant Secretary shall have the
usual powers and duties  pertaining to such  offices,  together with such powers
and  duties  as  designated  in  these  Bylaws  and as from  time to time may be
assigned to an Assistant  Secretary by the Board of  Directors,  the Chairman of
the Board, the President,  the Vice Chairman of the Board, or the Secretary. The
Assistant  Secretaries  shall  exercise the powers of the Secretary  during that
officer's absence or inability or refusal to act.

     Section 5.8.  Treasurer.  The Treasurer shall have  responsibility  for the
custody  and control of all the funds and  securities  of the  Corporation,  and
shall have such other  powers and duties as  designated  in these  Bylaws and as
from time to time may be assigned to the  Treasurer  by the Board of  Directors,
the Chairman of the Board,  the President or the Vice Chairman of the Board. The
Treasurer shall perform all acts incident to the position of Treasurer,  subject
to the  control  of the Board of  Directors,  the  Chairman  of the  Board,  the
President  and the Vice  Chairman  of the Board;  and the  Treasurer  shall,  if
required by the Board of Directors, give such bond for the faithful discharge of
the Treasurer's duties in such form as the Board of Directors may require.

     Section 5.9. Assistant Treasurers.  Each Assistant Treasurer shall have the
usual  powers and duties  pertaining  to such  office,  together  with such
other powers and duties as  designated in these Bylaws and as from time to time
may be assigned to each Assistant Treasurer by the Board of Directors,  the
Chairman of the Board, the President,  the Vice Chairman of the Board, or the
Treasurer. The Assistant  Treasurers  shall  exercise the powers of the
Treasurer  during that officer's absence or inability or refusal to act.

     Section  5.10.  Action with Respect to  Securities  of Other  Corporations.
Unless otherwise directed by the Board of Directors,  the Chairman of the Board,
the President or the Vice Chairman of the Board,  together with the Secretary or
any Assistant  Secretary shall have power to vote and otherwise act on behalf of
the Corporation, in person or by proxy, at any meeting of security holders of or
with respect to any action of security holders of any other corporation in which
this  Corporation  may hold  securities  and  otherwise  to exercise any and all
rights and powers which this  Corporation may possess by reason of its ownership
of securities in such other corporation.

     Section  5.11.  Delegation.  For any reason that the Board of Directors may
deem sufficient,  the Board of Directors may, except where otherwise provided by
statute,  delegate the powers or duties of any officer to any other person,  and
may authorize any officer to delegate specified duties


                                      -12-
<PAGE>


of such office to any other person.  Any such delegation or authorization by the
Board  shall  be  effected  from  time to time by  resolution  of the  Board  of
Directors.

                                    ARTICLE 6
                                  CAPITAL STOCK

     Section 6.1.  Certificates  of Stock.  The  certificates  for shares of the
capital stock of the Corporation  shall be in such form, not  inconsistent  with
that required by law and the charter  documents of the Corporation,  as shall be
approved  by the  Board of  Directors.  Every  holder  of stock  represented  by
certificates shall be entitled to have a certificate signed by or in the name of
the  Corporation by the Chairman of the Board,  President,  Vice Chairman of the
Board or a Vice  President  and the  Secretary or an Assistant  Secretary or the
Treasurer or an Assistant  Treasurer of the Corporation  representing the number
of shares (and, if the stock of the Corporation shall be divided into classes or
series,  certifying  the  class  and  series  of  such  shares)  owned  by  such
shareholder which are registered in certified form; provided, however, that any
of or all the signatures on the certificate  may be facsimile.  The stock record
books and the blank stock certificate books shall be kept by the Secretary or at
the office of such transfer  agent or transfer  agents as the Board of Directors
may  from  time to time  determine.  In case  any  officer,  transfer  agent  or
registrar who shall have signed or whose facsimile signature or signatures shall
have been placed upon any such certificate or certificates  shall have ceased to
be such officer,  transfer agent or registrar  before such certificate is issued
by  the  Corporation,  such  certificate  may  nevertheless  be  issued  by  the
Corporation  with the same effect as if such person were such officer,  transfer
agent or  registrar  at the  date of  issue.  The  stock  certificates  shall be
consecutively  numbered and shall be entered in the books of the  Corporation as
they are issued and shall exhibit the holder's name and number of shares.

     Section  6.2.  Transfer of Shares.  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.
Upon surrender to the  Corporation  or a 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 6.3.  Ownership  of Shares.  The  Corporation  shall be entitled to
treat the  holder of  record  of any  share or  shares of  capital  stock of the
Corporation as the holder in fact thereof and,  accordingly,  shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other  person,  whether or not it shall have express or other
notice  thereof,  except  as  otherwise  provided  by the  laws of the  state of
incorporation of the Corporation.


                                      -13-
<PAGE>


     Section 6.4.  Regulations  Regarding  Certificates.  The Board of Directors
shall have the power and  authority  to make all such rules and  regulations  as
they may deem expedient  concerning the issue,  transfer and registration or the
replacement of certificates for share of capital stock of the Corporation.

     Section 6.5.  Lost or Destroyed  Certificates.  The Board of Directors  may
determine the conditions  upon which the Corporation may issue a new certificate
of stock in place of a certificate  theretofore issued by it which is alleged to
have  been  lost,  stolen  or  destroyed  and  may  require  the  owner  of each
certificate  or such  owner's  legal  representative  to give bond,  with surety
sufficient to indemnify the  Corporation  and each transfer  agent and registrar
against  any and all losses or claims  which may arise by reason of the  alleged
loss,  theft or destruction of any such  certificate or the issuance of such new
certificate in the place of the one so lost, stolen or destroyed.

                                    ARTICLE 7
                            MISCELLANEOUS PROVISIONS

     Section 7.1. Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of January of each year.

     Section 7.2.  Corporate  Seal. The corporate seal shall be circular in form
and shall have inscribed  thereon the name of the  Corporation  and the state of
its incorporation,  which seal shall be in the charge of the Secretary and shall
be affixed to certificates of stock, debentures,  bonds, and other documents, in
accordance with the direction of the Board of Directors or a committee  thereof,
and as may be required by law;  however,  the  Secretary  may, if the  Secretary
deems it expedient, have a facsimile of the corporate seal inscribed on any such
certificates  of  stock,   debentures,   bonds,  contract  or  other  documents.
Duplicates of the seal may be kept for use by any Assistant Secretary.

     Section 7.3.  Notice and Waiver of Notice.  Whenever any notice is required
to be given by law,  the  charter  documents  of the  Corporation  or under  the
provisions  of these  Bylaws,  said notice shall be deemed to be  sufficient  if
given (i) by telegraphic,  cable or wireless transmission (including by telecopy
or facsimile  transmission)  or (ii) by deposit of the same in a post office box
or by delivery  to an  overnight  courier  service  company in a sealed  prepaid
wrapper  addressed to the person  entitled  thereto at such person's post office
address, as it appears on the records of the Corporation,  and such notice shall
be deemed to have  been  given on the day of such  transmission  or  mailing  or
delivery to courier, as the case may be.

     Whenever  notice is required to be given by law,  the charter  documents of
the Corporation or under any of the provisions of these Bylaws, a written waiver
thereof,  signed by the person  entitled to notice,  whether before or after the
time stated therein, shall be deemed equivalent to


                                      -14-
<PAGE>


notice.  Attendance of a person,  including without limitation a director,  at a
meeting  shall  constitute a waiver of notice of such  meeting,  except when the
person attends a meeting for the express purpose of objecting,  at the beginning
of the meeting,  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 regular or special meeting of the  shareholders,  directors,  or
members of a committee of directors  need be specified in any written  waiver of
notice unless so required by the charter  documents of the  Corporation or these
Bylaws.

     Section 7.4.  Facsimile  Signatures.  In addition to the provisions for the
use of facsimile signatures elsewhere  specifically  authorized in these Bylaws,
facsimile  signatures of any officer or officers of the  Corporation may be used
whenever and as authorized by the Board of Directors.

     Section 7.5.  Reliance  upon Books,  Reports and  Records.  A member of the
Board of  Directors,  or a member of any  committee  designated  by the Board of
Director, shall, in the performance of such person's duties, be protected to the
fullest extent  permitted by law in relying upon the records of the  Corporation
and  upon  information,   opinion,   reports  or  statements  presented  to  the
Corporation.

     Section 7.6.  Application  of Bylaws.  In the event that any  provisions of
these Bylaws is or may be in conflict with any law of the United States,  of the
state of  incorporation  of the Corporation or of any other  govenmental body or
power having  jurisdiction over this Corporation,  or over the subject matter to
which such provision of these Bylaws  applies,  or may apply,  such provision of
these Bylaws shall be inoperative to the extent only that the operation  thereof
unavoidably conflicts with state law, and shall in all other respects be in full
force and effect.

                                    ARTICLE 8
                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Section 8.1.  Indemnification.  As permitted by Section G of Article 2.02-1
of  the  Texas  Business   Corporation   Act  or  any  successor   statute  (the
"Indemnification Article"), the Corporation hereby:

          (a) makes mandatory the  indemnification  permitted under Section B of
     the Indemnification Article as contemplated by Section G thereof;

          (b) makes  mandatory its payment or  reimbursement  of the  reasonable
     expenses  incurred  by a former  or  present  director  who was,  is, or is
     threatened to be made a named  defendant or respondent in a proceeding upon
     such  director's  compliance  with the  requirements  of  Section  K of the
     Indemnification Article; and


                                      -15-
<PAGE>


          (c)  extends  the  mandatory  indemnification  referred  to in Section
     8.1(a)  above  and the  mandatory  payment  or  reimbursement  of  expenses
     referred to in Section  8.1(b) above (i) to all former or present  officers
     of the  Corporation  and (ii) to all persons who are or were serving at the
     request of the  Corporation as a director,  officer,  partner or trustee of
     another foreign or domestic corporation,  partnership, joint venture, trust
     or  employee  benefit plan,  to the same extent that the  Corporation  is
     obligated to indemnify and pay or reimburse expenses to directors.

     Section 8.2.  Nonexclusivity.  The indemnification provided by this Article
shall  not  be  deemed  exclusive  of any  other  rights  to  which  the  person
indemnified  may be  entitled  under  any  bylaw,  agreement,  authorization  of
shareholders or disinterested directors or otherwise,  both as to action in such
person's  official  capacity and as to action in another  capacity while holding
such office,  and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall enure to the benefit of such person's heirs
and legal representatives

     Section 8.3.  Insurance.  The Corporation  shall have power to purchase and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee, or agent of the Corporation or who is or was serving at the request of
the Corporation as a director, officer, partner, venturer, proprietor,  trustee,
employee, agent or similar functionary of another business, foreign, domestic or
non-profit corporation,  partnership, joins venture, sole proprietorship,  trust
or other  enterprise or employee  benefit plan,  against any liability  asserted
against  such  person and  incurred by such person in such a capacity or arising
out of such  person's  status as such a person,  whether or not the  Corporation
would have the power to indemnify such person  against that liability  under the
provisions of this Article or the Texas Business Corporation Act.

     Section 8.4. Witness.  Notwithstanding any other provision of this Article,
the  Corporation  shall pay or  reimburse  expenses  incurred  by any  director,
officer,  employee or agent in  connection  with such  person's  appearance as a
witness or other participation in a proceeding at a time when such person is not
a named defendant or respondent in such proceeding

                                    ARTICLE 9
                                   AMENDMENTS

     Section 9.1.  Amendments.  The Board of  Directors  shall have the power to
adopt, amend and repeal from time to time Bylaws of the Corporation,  subject to
the right of the shareholders entitled to vote with respect thereto to amend or
repeal such Bylaws as adopted or amended by the Board of Directors.



                                      -16-