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                                   EXHIBIT 3.2

                          BYLAWS OF CUBIC ENERGY, INC.
                               A Texas Corporation

         These bylaws are subject to, and governed by, the Texas Business
Corporation Act, as amended (the "TBCA"), and the articles of incorporation of
Cubic Energy, Inc. (the "Corporation"). In the event of a direct conflict
between the provisions of these bylaws and the mandatory provisions of the TBCA
or the provisions of the articles of incorporation of the Corporation, such
provisions of the TBCA or the articles of incorporation of the Corporation, as
the case may be, will be controlling.

                              ARTICLE ONE: OFFICES

         1.01  Registered Office and Agent. The registered office and registered
agent of the Corporation shall be as designated from time to time by the
appropriate filing by the Corporation in the office of the Secretary of State of
Texas.

         1.02  Other Offices. The Corporation may also have offices at such
other places, both within and without the State of Texas, as the board of
directors may from time to time determine or the business of the Corporation
may require.

                            ARTICLE TWO: SHAREHOLDERS

         2.01  Annual Meetings. An annual meeting of shareholders of the
Corporation shall be held during each calendar year on such date and at such
time as shall be designated from time to time by the board of directors and
stated IN the notice of the meeting, if not a legal holiday in the place where
the meeting is to be held, and, if a legal holiday in such place, then on the
next business day following, at the time specified in the notice of the meeting.
At such meeting, the shareholders shall elect directors and transact such other
business as may properly be brought before the meeting.

         2.02  Special Meetings. A special meeting of the shareholders may be
called at any time by the chairman of the board, the president, the board of
directors, or the holders of not less than fifty percent of all shares entitled
to vote at such meeting. Only business within the purpose or purposes described
in the notice of special meeting may be conducted at such special meeting.

         2.03  Place of Meetings. The annual meeting of shareholders may be held
at any place within or without the State of Texas designated by the board of
directors. Special meetings of shareholders may be held at any place within or
without the State of Texas designated by the person or persons calling such
special meeting as provided in Section 2.02 above. Meetings of shareholders
shall be held at the principal office of the Corporation unless another place is
designated for meetings in the manner provided herein.

         2.04  Notice. Except as otherwise provided by law, written or printed
notice stating the place, day, and hour of each meeting of the shareholders and,
in case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten nor more than sixty days before the
date of the meeting by or at the direction of the president, the secretary, or
the person calling the meeting, to each shareholder of record entitled to vote
at such meeting. Notice need not be given to a shareholder if (i) notice of two
consecutive annual meetings and all notices of meetings held during the period
between those annual meetings, if any, or (ii) all (but in no event less than
two) payments (if sent by first class mail) of distributions or interest on
securities during a 12month period, have been mailed to that shareholder,
addressed at his address as shown on the share ti7ansfer records of the
Corporation, and have been returned undeliverable. Any action or meeting taken
or held without notice to such shareholder shall have the same force and effect
as if the notice had been duly given and, if the action taken by the Corporation
is reflected in any articles or document filed with the Texas Secretary of
State, those articles or that document may state that notice was duly given to
all persons to whom notice was required to


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be given. If such a shareholder delivers to the Corporation a written notice
setting forth his then current address, the requirement that notice be given
to that shareholder shall be reinstated.

         2.05  Voting List. At least ten days before each meeting of
shareholders, the secretary shall prepare a complete list of shareholders
entitled to vote at such meeting, arranged in alphabetical order, including the
address of each shareholder and the number of voting shares held by each
shareholder. For a period of ten days prior to such meeting, such list shall be
kept on file at the registered office or principal place of business of the
Corporation and shall be subject to inspection by any shareholder during usual
business hours. Such list shall be produced at such meeting, and at all times
during such meeting shall be subject to inspection by any shareholder. The
original share transfer records maintained by the Corporation or its transfer
agent shall be prima facie evidence as to who are the shareholders entitled to
examine such list or transfer records or to vote at any meeting of shareholders.

         2.06  Voting of Shares. Treasury shares, shares of the Corporation's
own stock owned by another corporation the majority of the voting stock of
which is owned or controlled by the Corporation, and shares of the
Corporation's own stock held by the Corporation in a fiduciary capacity shall
not be shares entitled to vote or to be counted in determining the total
number of outstanding shares. Shares standing in the name of another domestic
or foreign corporation of any type or kind may be voted by such officer,
agent, or proxy as the bylaws of such corporation may authorize or, in the
absence of such authorization, 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
transfer of such shares into his name so long as such shares form a part of
the estate served by him and are in the possession of such estate. Shares
held by a trustee may be voted by him, either in person or by proxy, only
after the shares have been transferred into his name as trustee. 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 transfer of such shares into his name if authority to do so is
contained in the court order by which such receiver was appointed. A
shareholder whose shares are pledged shall be entitled to vote such shares
until they have been transferred into the name of the pledgee, and
thereafter, the pledgee shall be entitled to vote such shares.

         2.07  Quorum; Withdrawal of Quorum. A quorum shall be present at a
meeting of shareholders if the holders of a majority of the shares entitled to
vote are represented at the meeting in person or by proxy, except as otherwise
provided by law or the articles of incorporation. If a quorum shall not be
present at any meeting of shareholders, the shareholders represented in person
or by proxy at such meeting may adjourn the meeting until such time and to such
place as may be determined by a vote of the holders of a majority of the shares
represented in person or by proxy at that meeting. Once a quorum is present at a
meeting of shareholders, the shareholders represented in person or by proxy at
the meeting may conduct such business as may be properly brought before the
meeting until it is adjourned, and the subsequent withdrawal from the meeting of
any shareholder or the refusal of any shareholder represented in person or by
proxy to vote shall not affect the presence of a quorum at the meeting.

         2.08  Majority Vote. Directors of the Corporation shall be elected by a
plurality of the votes cast by the holders of shares entitled to vote in the
election of directors of the Corporation at a meeting of shareholders at which a
quorum is present. Except as otherwise provided by law, the articles of
incorporation, or these bylaws, with respect to any matter, the affirmative vote
of the holders of a majority of the Corporation's shares entitled to vote on,
and voted for or against, that matter at a meeting of shareholders at which a
quorum is present shall be the act of the shareholders.

         2.09  Method of Voting; Proxies. Every shareholder of record shall be
entitled at every meeting of shareholders to one vote on each matter submitted
to a vote, for every share standing in his name on the original share transfer
records maintained by the Corporation or its transfer agent except to the extent
that the voting rights of the shares of any class or classes are increased,
limited, or denied by the articles of incorporation. Such share transfer records
shall be prima facie evidence as to the identity of shareholders entitled to
vote. At any meeting of shareholders, every shareholder having the right to vote
may vote either in person or by a proxy


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executed in writing by the shareholder or by his duly authorized
attorney-in-fact. A telegram, telex, cablegram or similar transmission by the
shareholder, or a photographic, photostatic, facsimile, or similar
reproduction of a writing executed by the shareholder, shall be treated as an
execution in writing for purposes of this Section 2.09. Each such proxy shall
be filed with the secretary of the Corporation before, or at the time of, the
meeting. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy. If no date is stated on a
proxy, such proxy shall be presumed to have been executed on the date of the
meeting at which it is to be voted. Each proxy shall be revocable unless the
proxy form conspicuously states that the proxy is irrevocable and the proxy
is coupled with an interest.

         2.10  Closing of Transfer Records; 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 a distribution
(other than a distribution involving a purchase or redemption by the Corporation
of any of its own shares) or a share dividend, or in order to make a
determination of shareholders for any other proper purpose (other than
determining shareholders entitled to consent to action by shareholders proposed
to be taken without a meeting of shareholders), the board of directors may
provide that the share transfer records of the Corporation shall be closed for a
stated period but not to exceed in any event sixty days. If the share transfer
records are closed for the purpose of determining shareholders entitled to
notice of, or to vote at, a meeting of shareholders, such records shall be
closed for at least ten days immediately preceding such meeting. In lieu of
closing the share transfer records, the board of directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than sixty days and, in case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action requiring such determination of shareholders is to be taken. If the share
transfer records are not closed and if no record date is fixed for the
determination of shareholders entitled to notice of, or to vote at, a meeting of
shareholders or entitled to receive a distribution (other than a distribution
involving a purchase or redemption by the Corporation of any of its own shares)
or a share dividend, the date on which the notice of the meeting is mailed or
the date on which the resolution of the board of directors declaring such
distribution or share dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section 2. 1 0, such determination shall apply to any
adjournment thereof except where the determination has been made through the
closing of the share transfer records and the stated period of closing has
expired.

         2.11  Officers' Duties at Meetings. The president shall preside at, and
the secretary shall prepare minutes of, each meeting of shareholders, and in the
absence of either such officer, his duties shall be performed by some person or
persons elected by the vote of the holders of a majority of the outstanding
shares entitled to vote, present in person or represented by proxy.

         2.12  Action Without Meeting. Any action which may be taken, or which
is required by law or the articles of incorporation or bylaws of the
Corporation to be taken, at any annual or special 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
have been signed by the holder or holders of shares having not less than the
minimum number of votes that would be necessary to take such action at a
meeting at which the holders of all shares entitled to vote on the action
were present and voted. The signed consent or consents of shareholders shall
be placed in the minute books of the Corporation. The record date for the
purpose of determining shareholders entitled to consent to any action
pursuant to this Section 2.12 shall be determined in accordance with Article
2.26.C of the Texas Business Corporation Act.

                            ARTICLE THREE: DIRECTORS

         3.01  Management. The powers of the Corporation shall be exercised by
or under the authority of, and the business and affairs of the Corporation
shall be managed under the direction of, the board of directors.

         3.02  Number; Election; Term; Qualification. The number of directors
which shall constitute the board of directors shall be not less than one. The
first board of directors shall consist of the number of directors named


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in the articles of incorporation. Thereafter, the number of directors which
shall constitute the entire board of directors shall be determined by
resolution of the board of directors at any meeting thereof, but shall never
be less than one. At each annual meeting of shareholders, directors shall be
elected to hold office until the next annual meeting of shareholders and until
their successors are elected and qualified. No director need be a shareholder,
a resident of the State of Texas, or a citizen of the United States.

         3.03  Changes in Number. No decrease in the number of directors
constituting the entire board of directors shall have the effect of shortening
the term of any incumbent director. Any directorship to be filled by reason of
an increase in the number of directors may be filled by (i) the shareholders at
any annual or special meeting of shareholders called for that purpose or (11)
the board of directors for a term of office continuing only until the next
election of one or more directors by the shareholders; provided that the board
of directors may not fill more than two such directorships during the period
between any two successive annual meetings of shareholders. Notwithstanding the
foregoing, whenever the holders of any class or series of shares are entitled to
elect one or more directors by the provisions of the articles of incorporation,
any newly created directorship(s) of such class or series to be filled by reason
of an increase in the number of such directors may be filled by the affirmative
vote of a majority of the directors elected by such class or series then in
office or by a sole remaining director so elected or by the vote of the holders
of the outstanding shares of such class or series, and such directorship(s)
shall not in any case be filled by the vote of the remaining directors or by the
holders of the outstanding shares of the Corporation as a whole unless otherwise
provided in the articles of incorporation.

         3.04  Removal. At any meeting of shareholders called expressly for that
purpose, any director or the entire board of directors may be removed, with or
without cause, by a vote of the holders of a majority of the shares then
entitled to vote on the election of directors. Notwithstanding the foregoing,
whenever the holders of any class or series of shares are entitled to elect one
or more directors by the provisions of the articles of incorporation, only the
holders of shares of that class or series shall be entitled to vote for or
against the removal of any director elected by the holders of shares of that
class or series.

         3.05  Vacancies. Any vacancy occurring in the board of directors may be
filled by (i) the shareholders at any annual or special meeting of shareholders
called for that purpose or (ii) the affirmative vote of a majority of the
remaining directors though less than a quorum of the board of directors. A
director elected to fill a vacancy shall be elected to serve for the unexpired
term of his predecessor in office. Notwithstanding the foregoing, whenever the
holders of any class or series of shares are entitled to elect one or more
directors by the provisions of the articles of incorporation, any vacancies in
such directorship(s) may be filled by the affirmative vote of a majority of the
directors elected by such class or series then in office or by a sole remaining
director so elected or by the vote of the holders of the outstanding shares of
such class or series, and such directorship(s) shall not in any case be filled
by the vote of the remaining directors or the holders of the outstanding shares
of the Corporation as a whole unless otherwise provided 'in the articles of
incorporation.

         3.06  Place of Meetings. The board of directors may hold its meetings
in such place or places within or without the State of Texas as the board of
directors may from time to time determine.

         3.07  First Meeting. Each newly elected board of directors may hold its
first meeting 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 shareholders, and notice of such meeting shall not be necessary.

         3.08  Regular Meetings. Regular meetings of the board of directors may
be held without notice at such times and places as may be designated from time
to time by resolution of the board of directors and communicated to all
directors.

         3.09  Special Meetings; Notice. Special meetings of the board of
directors shall be held whenever called by the president or by any director. The
person calling any special meeting shall cause notice of such special meeting,
including therein the time and place of such special meeting, to be given to
each director at least


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two days before such special meeting. Neither the business to be transacted
at, nor the purpose of, any special meeting of the board of directors need be
specified in the notice or waiver of notice of any special meeting.

         3.10  Quorum; Majority Vote. At all meetings of the board of directors,
a majority of the number of directors fixed in the manner provided in these
bylaws shall constitute a quorum for the transaction of business. If a quorum is
not present at a meeting, a majority of the directors present may adjourn the
meeting from time to time, without notice other than an announcement at the
meeting, until a quorum is present. The act of a majority of the directors
present at a meeting at which a quorum is in attendance shall be the act of the
board of directors, unless the act of a greater number is required by law, the
articles of incorporation, or these bylaws.

         3.11  Interested Directors and Officers. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, solely because the director or officer is present at or participates in
the meeting of the board of directors or committee thereof which authorizes the
contract or transaction, or solely because his or their votes are counted for
such purpose, if-

         (a)  The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of
directors or the committee, and the board of directors or committee in good
faith authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or

         (b)  The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the shareholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the shareholders; or

         (c)  The contract or transaction is fair as to the Corporation as of
the time it is authorized, approved, or ratified by the board of directors, a
committee thereof, or the shareholders.

         Common or interested directors may be counted 'in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

         This provision shall not be construed to invalidate a contract or
transaction which would be valid in the absence of this provision or to subject
any director or officer to any liability that he would not be subject to in the
absence of this provision.

         3.12  Procedure; Minutes. At meetings of the board of directors,
business shall be transacted in such order as the board of directors may
determine from time to time. The board of directors shall appoint at each
meeting a person to preside at the meeting and a person to act as secretary of
the meeting. The secretary of the meeting shall prepare minutes of the meeting
which shall be delivered to the secretary of the Corporation for placement in
the minute books of the Corporation.

         3.13  Presumption of Assent. A director of the Corporation who is
present at any meeting of the board of directors at which action on any matter
is taken shall be presumed to have assented to the action unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof or shall forward any dissent by certified
or 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 voted in favor of such action.

         3.14  Compensation. Directors, in their capacity as directors, may
receive, by resolution of the board of directors, a fixed sum and expenses of
attendance, if any, for attending meetings of the board of directors or a stated
salary. No director shall be precluded from serving the Corporation in any other
capacity or receiving compensation therefor.


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         3.15  Action Without Meeting. Any action which may be taken, or which
is required by law, the articles of incorporation, or these bylaws to be
taken, at a meeting of the board of directors or any committee may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall have been signed by all of the members of the board of directors or
committee, as the case may be, and such consent shall have the same force and
effect, as of the date stated therein, as a unanimous vote of such members of
the board of directors or committee, as the case may be, and may be stated as
such in any document or instrument filed with the Secretary of State of Texas
or in any certificate or other document delivered to any person. The consent
may be in one or more counterparts so long as each director or committee
member signs one of the counterparts. The signed consent shall be placed in
the minute books of the Corporation.

                            ARTICLE FOUR: COMMITTEES

         4.01  Designation. The board of directors may, by resolution adopted
by a majority of the entire board of directors, designate one or more
committees.

         4.02  Number; Qualification; Term. The board of directors, by
resolution adopted by a majority of the entire board of directors, shall
designate one or more of its members as members of any committee and may
designate one or more of its members as alternate members of any committee,
who may, subject to any limitations imposed by the board of directors,
replace absent or disqualified embers at any meeting of that committee. The
number of committee members may be increased or decreased from time to time
by resolution adopted by a majority of the entire board of directors. Each
committee member shall serve as such until the earliest of (i) the expiration
of his term as director, (ii) his resignation as a committee member or as a
director, or (iii) his removal, as a committee member or as a director.

         4.03  Authority. Each committee, to the extent expressly provided in
the resolution establishing such committee, shall have and may exercise all of
the authority of the board of directors, including, without limitation, the
authority to authorize a distribution and to authorize the issuance of shares
of the Corporation. Notwithstanding the foregoing, however, no committee
shall have the authority of the board of directors in reference to:

         (a)   amending the articles of incorporation, except that a committee
may, to the extent provided in the resolution designating that committee,
exercise the authority of the board of directors vested in it in accordance with
Article 2.13 of the Texas Business Corporation Act;

         (b)   proposing a reduction of the stated capital of the Corporation
in the manner permitted by Article 4.12 of the Texas Business Corporation Act;

         (c)   approving a plan of merger or share exchange of the Corporation;

         (d)   recommending to the shareholders the sale, lease, or exchange of
all or substantially all of the property and assets of the Corporation otherwise
than in the usual and regular course of its business;

         (e)   recommending to the shareholders a voluntary dissolution of
the Corporation or a revocation thereof;

         (f)   amending, altering, or repealing these bylaws or adopting new
bylaws of the Corporation;

         (g)   filling vacancies in the board of directors;

         (h)   filling vacancies in, or designating alternate members of, any
committee;

         (i)   filling any directorship to be filled by reason of an increase
in the number of directors; electing or


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removing officers of the Corporation or members or alternate members of any
committee;

         (k)   fixing the compensation of any member or alternate member of
any committee; or

         (l)   altering or repealing any resolution of the board of directors
that by its terms provides that it shall not be so amendable or repealable.

         4.04  Committee Changes. The board of directors shall have the power
at any time to fill vacancies in, to change the membership of, and to
discharge any committee.

         4.05  Regular Meetings. Regular meetings of any committee may be held
without notice at such time and place as may be designated from time to time by
the committee and communicated to all members thereof.

         4.06  Special Meetings. Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee member
at least two days before such special meeting. Neither the business to be
transacted at, nor the purpose of, any special meeting of any committee need be
specified in the notice or waiver of notice of any special meeting.

         4.07  Quorum; Majority Vote. At meetings of any committee, a
majority of the number of members designated by the board of directors shall
constitute a quorum for the transaction of business. If a quorum is not
present at a meeting of any committee, a majority of the members present may
adjourn the meeting from time to time, without notice other than an
announcement at the meeting, until a quorum is present. The act of a majority
of the members present at any meeting at which a quorum is 'in attendance
shall be the act of a committee, unless the act of a greater number is
required by law, the articles of incorporation, or these bylaws.

         4.08  Minutes. Each committee shall cause minutes of its proceedings
to be prepared and shall report the same to the board of directors upon the
request of the board of directors. The minutes of the proceedings of each
committee shall be delivered to the secretary of the Corporation for
placement in the minute books of the Corporation.

         4.09  Compensation. Committee members may, by resolution of the
board of directors, be allowed a fixed sum and expenses of attendance, if
any, for attending any committee meetings or a stated salary.

         4.10  Responsibility. The designation of any committee and the
delegation of authority to it shall not operate to relieve the board of
directors or any director of any responsibility imposed upon it or such
director by law.

              ARTICLE FIVE: GENERAL PROVISIONS RELATING TO MEETINGS

         5.01  Notice. Whenever by law, the articles of incorporation, or these
bylaws, notice is required to be given to any committee member, director, or
shareholder and no provision is made as to how such notice shall be given, it
shall be construed to mean that any such notice may be given (a) in person, (b)
in writing, by mail, postage prepaid, addressed to such committee member,
director, or shareholder at his address as it appears on the books of the
Corporation or, in the case of a shareholder, the share transfer records of the
Corporation, or (c) by any other method permitted by law, including by telecopy.
Any notice required or permitted to be given by mail shall be deemed to be
delivered and given at the time when the same is deposited in the United States
mail, postage prepaid, and addressed as aforesaid.

         5.02  Waiver of Notice. Whenever by law, the articles of incorporation,
or these bylaws, any notice is required to be given to any committee member,
shareholder, or director of the Corporation, a waiver thereof in writing signed
by the person or persons entitled to such notice, whether before or after the
time notice should have been given, shall be equivalent to the giving of such
notice. Attendance of a committee member,


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shareholder, or director at a meeting shall constitute a waiver of notice of
such meeting, except where such person attends for the express purpose of
objecting to the transaction of any business on the ground that the meeting
is not lawfully called or convened.

         5.03  Telephone and Similar Meetings. Shareholders, directors, or
committee members may participate in and hold a meeting by means of a conference
telephone or similar communications equipment by means of which persons
participating in the meeting can hear each other. 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.


                     ARTICLE SIX: OFFICERS AND OTHER AGENTS

         6.01  Number; Titles; Election; Term; Qualification. The officers of
the Corporation shall be a president and a secretary. The Corporation may
also have a chairman of the board, chief executive, financial or, operating
officers, one or more vice presidents (and, in the case of each vice
president, with such descriptive title, if any, as the board of directors
shall determine), a treasurer, one or more assistant treasurers, one or more
assistant secretaries, and such other officers and such agents as the board
of directors may from time to time elect or appoint. The board of directors
shall elect a president and secretary at its first meeting at which a quorum
shall be present after the annual meeting of shareholders or whenever a
vacancy exists. The board of directors then, or from time to time, may also
elect or appoint one or more other officers or agents as it shall deem
advisable. Each officer and agent shall hold office for the term for which he
is elected or appointed and until his successor has been elected or appointed
and qualified. Any person may hold any number of offices. No officer or agent
need be a shareholder, a director, a resident of the State of Texas, or a
citizen of the United States.

         6.02  Removal. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its
Judgment the best interest of the Corporation will be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of
the person so removed. Election or appointment of an officer or agent shall
not of itself create contract rights.

         6.03  Vacancies. Any vacancy occurring in any office of the
Corporation may be filled by the board of directors.

         6.04  Authority. Officers shall have such authority and perform such
duties in the management of the Corporation as are provided in these bylaws or
as may be determined by resolution of the board of directors not inconsistent
with these bylaws.

         6.05  Compensation. The compensation, if any, of officers and agents
shall be fixed from time to time by the board of directors; provided, that the
board of directors may by resolution delegate to any one or more officers of the
Corporation the authority to fix such compensation.

         6.06  Chairman of the Board. The chairman of the board shall have such
powers and duties as may be prescribed by the board of directors.

         6.07  Chief Executive Officer. If such office is held by a person other
than the president, the chief executive officer shall have such powers and
duties as may be prescribed by the board of directors.

         6.08 President. Unless and to the extent that such powers and duties
are expressly delegated to a chairman of the board or a chief executive officers
by the board of directors, the president shall be the chief executive officer of
the Corporation and, subject to the supervision of the board of directors, shall
have general management and control of the business and property of the
Corporation in the ordinary course of its business with all such powers with
respect to such general management and control as may be reasonably incident to
such


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responsibilities, including, but not limited to, the power to employ,
discharge, or suspend employees and agents of the Corporation, to fix the
compensation of employees and agents, and to suspend, with or without cause,
any officer of the Corporation pending final action by the board of directors
with respect to continued suspension, removal, or reinstatement of such
officer. The president may, without limitation, agree upon and execute all
division and transfer orders, bonds, contracts, and other obligations in the
name of the Corporation.

         6.09  Vice Presidents. Each vice president shall have such powers and
duties as may be prescribed by the board of directors or as may be delegated
from time to time by the president and (in the order as designated by the board
of directors, or in the absence of such designation, as determined by the length
of time each has held the office of vice president continuously) shall exercise
the powers of the president during that officer's absence or inability to act.
As between the Corporation and third parties, any action taken by a vice
president in the performance of the duties of the president shall be conclusive
evidence of the absence or inability to act of the president at the time such
action was taken.

         6.10  Treasurer. The treasurer shall have custody of the Corporation's
funds and securities, shall keep full and accurate accounts of receipts and
disbursements, and shall deposit all moneys and valuable effects in the name and
to the credit of the Corporation in such depository or depositories as may be
designated by the board of directors. The treasurer shall audit all payrolls and
vouchers of the Corporation, shall receive, audit, and consolidate all operating
and financial statements of the Corporation and its various departments, shall
supervise the accounting and auditing practices of the Corporation, and shall
have charge of matters relating to taxation. Additionally, the treasurer shall
have the power to endorse for deposit, collection, or otherwise all checks,
drafts, notes, bills of exchange, and other commercial paper payable to the
Corporation and to give proper receipts and discharges for all payments to the
Corporation. The treasurer shall perform such other duties as may be prescribed
by the board of directors or as may be delegated from time to time by the
president.

         6.11  Assistant Treasurers. Each assistant treasurer shall have such
powers and duties as may be prescribed by the board of directors or as may be
delegated from time to time by the president. The assistant treasurers (in the
order as designated by the board of directors or, in the absence of such
designation, as determined, by the length of time each has held the office of
assistant treasurer continuously) shall exercise the powers of the treasurer
during that officer's absence or inability to act. As between the Corporation
and third parties, any action taken by an assistant treasurer in the performance
of the duties of the treasurer shall be conclusive evidence of the absence or
inability to act of the treasurer at the time such action was taken.

         6.12  Secretary. The secretary shall maintain minutes of all meetings
of the board of directors, of any committee, and of the shareholders, or
consents in lieu of such minutes, in the Corporation's minute books, and
shall cause notice of such meetings to be given when requested by any person
authorized to call such meetings. The secretary may sign with the president,
in the name of the Corporation, all contracts of the Corporation and affix
the seal of the Corporation thereto. The secretary shall have charge of the
certificate books, share transfer records, stock ledgers, and such other
stock books and papers as the board of directors may direct, all of which
shall at all reasonable times be open to inspection by any director at the
office of the Corporation during business hours. The secretary shall perform
such other duties as may be prescribed by the board of directors or as may be
delegated from time to time by the president.

         6.13  Assistant Secretaries. Each assistant secretary shall have such
powers and duties as may be prescribed by the board of directors or as may be
delegated from time to time by the president. The assistant secretaries (in the
order designated by the board of directors or, in the absence of such
designation, as determined by the length of time each has held the office of
assistant secretary continuously) shall exercise the powers of the secretary
during that officer's absence or inability to act. As between the Corporation
and third parties, any action taken by an assistant secretary in the performance
f the duties of the secretary shall be conclusive evidence of the absence or
inability to act of the secretary at the time such action was taken.

                  ARTICLE SEVEN: CERTIFICATES AND SHAREHOLDERS


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         7.01  Certificated and Uncertificated Shares. The shares of the
Corporation may be either certificated shares or uncertificated shares. As used
herein, the term "certificated shares" means shares represented by instruments
in bearer or registered form, and the term "uncertificated shares" means shares
not represented by instruments and the transfers of which are registered upon
books maintained for that purpose by or on behalf of the Corporation.

         7.02  Certificates for Certificated Shares. The certificates
representing certificated shares of stock of the Corporation shall be in such
form as shall be approved by the board of directors in conformity with law. The
certificates shall be signed by the (y) chairman of the board, president or any
vice president and the secretary or assistant secretary or the treasurer or an
assistant treasurer, at the time or previously in office; and (z) shall have
been manually signed by a duly authorized signatory of the Corporation's
designated transfer agent, if any; however, the signatures of any of such
officers may be facsimiles. The certificates may be sealed with the seal of the
Corporation or a facsimile thereof

         7.03  Issuance. Shares with or without par value may be issued for such
consideration and to such persons as the board of directors may from time to
time determine, except in the case of shares with par value the consideration
must be at least equal to the par value of such shares. Shares may not be issued
until the full amount of the consideration has been paid. After the issuance of
uncertificated shares, the Corporation or the transfer agent of the Corporation
shall send to the registered owner of such uncertificated shares a written
notice containing the information required to be stated on certificates
representing shares of stock as set forth in Section 7.02 above and such
additional information as may be required by section 8.408 of the Texas Uniform
Commercial Code as currently in effect and as the same may be amended from time
to time hereafter.

         7.04  Consideration for Shares. To the extent permitted by law, the
board of directors may authorize shares to be issued for consideration
consisting of any tangible or intangible benefit to the Corporation including
cash, promissory notes, services performed, contracts for services to be
performed, or other securities of the Corporation. In the absence of fraud in
the transaction, the judgment of the board of directors as to the value of
consideration received shall be conclusive. Shares may not be issued until the
full amount of the consideration, fixed as provided by law, has been paid. When
consideration, fixed as provided by law, has been paid, the shares shall be
deemed to have been issued and shall be considered fully paid and nonassessable.
The consideration received for shares shall be allocated by the board of
directors, in accordance with law, between stated capital and surplus accounts.

         7.05  Lost, Stolen, or Destroyed Certificates. The Corporation shall
issue a new certificate or certificates in place of any certificate representing
shares previously issued if the registered owner of the certificate:

         (a)   Claim. Makes proof by affidavit, in form and substance
satisfactory to the board of directors or any proper officer, that a
previously issued certificate representing shares has been lost, destroyed,
or stolen;

         (b)   Timely Request. Requests the issuance of a new certificate
before the Corporation has notice that the certificate has been acquired by a
purchaser for value in good faith and without notice of an adverse claim;

         (c)   Bond. If required by the board of directors or any proper
officer, in its or such officer's discretion, delivers to the Corporation a
bond or indemnity agreement in such form, with such surety or sureties, and
with such fixed or open penalty, as the board of directors or such officer
may direct, in its or such officer's discretion, to indemnify the Corporation
(and its transfer agent and registrar, if any) against any claim that may be
made on account of the alleged loss, destruction, or theft of the
certificate; and

         (d)   Other Requirements. Satisfies any other reasonable requirements
imposed by the board of directors.


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         7.06  Transfer of Shares. Shares of stock of the Corporation shall be
transferable only on the books of the Corporation by the shareholders thereof in
person or by their duly authorized attorneys or legal representatives. With
respect to certificated shares, upon surrender to the Corporation or the
transfer agent of the Corporation for transfer of a certificate representing
shares duly endorsed and accompanied by any reasonable assurances that such
endorsements are genuine and effective as the Corporation may require and after
compliance with any applicable law relating to the collection of taxes, the
Corporation or its transfer agent shall, if it has no notice of an adverse claim
or if it has discharged any duty with respect to any adverse claim, issue one or
more new certificates to the person entitled thereto, cancel the old
certificate, and record the transaction upon its books. With respect to if
uncertificated shares, upon delivery to the Corporation or the transfer agent of
the Corporation of an instruction originated by an appropriate person (as
prescribed by section 8.307 of the Texas Business & Commerce Code as currently
in effect and as the same may be amended from time to time hereafter) and
accompanied by any reasonable assurances that such instruction is genuine and
effective as the Corporation may require and after compliance with any
applicable law relating to the collection of taxes, the Corporation or its
transfer agent shall, if it has no notice of an adverse claim or has discharged
any duty with respect to any adverse claim, record the transaction upon its
books, and shall send to the new registered owner of such uncertificated shares,
and, if the shares have been transferred subject to a registered pledge, to the
registered pledgee, a written notice containing the information required to be
stated on certificates representing shares of stock set forth in Section 7.02
above and such additional information as may be required by section 8.407 of the
Texas Business & Commerce Code as currently in effect and as the same may be
amended from time to time hereafter.

         7.07  Registered Shareholders. The Corporation shall be entitled to
treat the shareholder of record as the shareholder in fact of any shares and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person, whether or not it shall
have actual or other notice thereof, except as otherwise provided by law.

         7.08  Legends. The board of directors shall cause an appropriate legend
to be placed on certificates representing shares of stock as may be deemed
necessary or desirable by the board of directors in order for the Corporation to
comply with applicable federal or state securities or other laws.

         7.09  Regulations. The board of directors shall have the power and
authority to make all such rules and regulations as it may deem expedient
concerning the issue, transfer, registration, or replacement of certificates
representing shares of stock of the Corporation.

                         ARTICLE EIGHT: INDEMNIFICATION

         8.01  Indemnification. The Corporation shall indemnify any person who
was, is, or is threatened to be made a named defendant or respondent in a
proceeding (as hereinafter defined) because the person (a) is or was a director
or officer of the Corporation or (b) while a director or officer of the
Corporation, 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 foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
to the fullest extent that a corporation may grant indemnification to a person
serving in such capacity under the Texas Business Corporation Act, as the same
exists or may hereafter be amended.

         8.2   Expenses; Procedure. The right to indemnification provided for in
Section 8.1 shall be a contract right and shall include the right to be paid by
the Corporation for all expenses incurred in defending any such proceeding in
advance of its final disposition to the maximum extent permitted under the Texas
Business Corporation Act, as the same exists or may hereafter be amended. If a
claim for indemnification or advancement of expenses hereunder is not paid in
full by the Corporation within 90 days after a written claim has been received
by the Corporation, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim, and if successful in
whole or in part, the claimant shall be entitled to be paid also the


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expenses of prosecuting such claim. It shall be a defense to any such action
that such indemnification of advancement of costs of defense is not permitted
under the Texas Business Corporation Act, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors or any committee thereof, special legal
counsel, or shareholders) to have made its determination prior to the
commencement of such action that indemnification of, or advancement of costs
of defense to, the claimant is permissible in the circumstances nor an actual
determination by the Corporation (including its Board of Directors or any
committee thereof, special legal counsel, or shareholders) that such
indemnification or advancement is not permissible shall be a defense to the
action or create a presumption that such indemnification or advancement is
not permissible.

         8.3   Additional Indemnification. The Corporation additionally may
indemnify any person covered by the grant of mandatory indemnification contained
above to such further extent as is permitted by law and may indemnify any other
person to the fullest extent permitted by law.

         8.4   Insurance. The Corporation may obtain and maintain insurance
policies including directors and officers liability insurance policies in its
sole discretion.

         8.5   Definition. As used herein, the term "proceeding" means any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, arbitrative, or investigative, any appeal in such an
action, suit, or proceeding, and any inquiry or investigation that could lead to
such an action, suit, or proceeding.

                     ARTICLE NINE: MISCELLANEOUS PROVISIONS

         9.01  Dividends or Distributions. Subject to provisions of applicable
statutes and the articles of incorporation, dividends or distributions may be
declared by and at the discretion of the board of directors at any meeting and
may be paid in cash, in property, or in shares of stock of the Corporation.

         9.02  Books and Records. The Corporation shall keep books and records
of account and shall keep minutes of the proceedings of its shareholders, the
board of directors, and each committee of the board of directors. The
Corporation shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, a record of
the original issuance of shares issued by the Corporation and a record of
each transfer of those shares that have been presented to the Corporation for
registration of transfer, giving the names and addresses of all past and
current shareholders and the number and class of the shares held by each of
such shareholders. Books and records may be in written form or any other form
capable of being converted into written form within a reasonable time.

         9.03  Fiscal Year. The fiscal year of the Corporation shall be fixed by
the board of directors; provided, that if such fiscal year is not fixed by the
board of directors and the board of directors does not defer its determination
of the fiscal year, the fiscal year shall be the period ending June 30.

         9.04  Seal. The seal, if any, of the Corporation shall be in such form
as may be approved from time to time by the board of directors. If the board of
directors approves a seal, the affixation of such seal shall not be required to
create a valid and binding obligation against the Corporation.

         9.05  Attestation by the Secretary. With respect to any deed, deed of
trust, mortgage, or other instrument executed by the Corporation through its
duly authorized officer or officers, the attestation to such execution by the
secretary of the Corporation shall not be necessary to constitute such deed,
deed of trust, mortgage, or other instrument a valid and binding obligation
against the Corporation unless the resolutions, if any, of the board of
directors authorizing such execution expressly state that such attestation is
necessary.

         9.06  Resignation. Any director, committee member, officer, or agent
may resign by so stating at any meeting of the board of directors or by giving
written notice to the board of directors, the president, or the


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secretary. Such resignation shall take effect at the time specified in the
statement made at the board of directors' meeting or in the written notice,
but in no event may the effective time of such resignation be prior to the
time such statement is made or such notice is given. If no effective time is
specified in the resignation, the resignation shall be effective immediately.
Unless a resignation specifies otherwise, it shall be effective without being
accepted.

         9.07  Securities of Other Corporations. The president or any vice
president of the Corporation shall have the power and authority to transfer,
endorse for transfer, vote, consent, or take any other action with respect to
any securities of another issuer which may be held or owned by the Corporation
and to make, execute, and deliver any waiver, proxy, or consent with respect to
any such securities.

         9.08  Amendment of Bylaws. The power to amend or repeal these bylaws or
to adopt new bylaws is vested in the board of directors, but is subject to the
right of the shareholders to amend or repeal these bylaws or to adopt new
bylaws.

         9.09  Invalid Provisions. If any part of these bylaws is held invalid
or inoperative for any reason, the remaining parts, so far as is possible and
reasonable, shall remain valid and operative. Furthermore, that invalid or
inoperative provisions shall be deemed modified to the extent necessary to
alleviate such invalidity or inoperativity with such modified provision to be
treated as if always contained herein.

         9.10  Headings; Table of Contents. The headings and table of contents
used in these bylaws are for convenience only and do not constitute matter to be
construed in the interpretation of these bylaws.

         The undersigned, the secretary of the Corporation, hereby certifies
that the foregoing bylaws were adopted by the board of directors of the
Corporation as of September 14, 1999.


By:       Jon S. Ross, Secretary





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