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                                     BY-LAWS OF
                            ROSELAND OIL AND GAS, INC.,
                              AN OKLAHOMA CORPORATION


                                ARTICLE I - OFFICES

SECTION 1.1 REGISTERED OFFICE AND REGISTERED AGENT.  The Corporation shall
maintain a registered office and registered agent within the State of Oklahoma,
which may be changed by the Board of Directors from time to time.

SECTION 1.2 OTHER OFFICES.  The Corporation may also have offices at such other
places, within or without the State of Oklahoma, as the Board of Directors may
from time to time determine.

                         ARTICLE II - SHAREHOLDERS' MEETING

SECTION 2.1 PLACE OF SHAREHOLDERS' MEETING.  Meetings of shareholders may be
held at such place, either within or without the State of Oklahoma, as may be
designated by the Board of Directors from time to time.  If no such place is
designated by the Board of Directors, meetings of the shareholders shall be held
at the registered office of the Corporation in the State of Oklahoma.

SECTION 2.2 ANNUAL MEETINGS.  A meeting of the shareholders of the Corporation
shall be held at any such place on such date and at such time as the Board of
Directors shall each year designate, which date shall be within thirteen (13)
months subsequent to the date of the last annual meeting of the shareholders.

     At such annual meeting, there shall be held an election for that class of
Directors whose term of office has expired, said newly elected class of
Directors are to serve for the ensuing year and until their respective
successors are elected and qualified, or until their earlier resignation or
removal.

     Unless the Board of Directors shall deem it advisable, financial reports of
the Corporation's business need not be sent to the shareholders and need not be
presented at the annual meeting.  If any report is deemed advisable by the Board
of Directors, such report may contain such information as the Board of Directors
shall determine and need not be certified by a Certified Public Accountant
unless the Board of Directors shall so direct.

SECTION 2.3 SPECIAL MEETING  Except as otherwise specifically provided by law,
special meetings of the shareholders may be called at any time:

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A.   By the majority of the Board of Directors; or

B.   By the President of the Corporation; or

C.   By the Chairman of the Board of Directors; or

D.   By the holders of record of not less than majority of all the shares
outstanding and entitled to vote.

     Upon written request of any person entitled to call a special meeting,
which request shall set forth the purpose for which the meeting is desired,
it shall be the duty of the Secretary to give prompt written notice of such
meeting to be held at such time as the Secretary may fix, subject to the
provisions of Section 2.4 hereof.  If the Secretary shall fail to fix such
date and give notice within ten (10) days after receipt of such request, the
person or persons making such request may do so.  Business transacted at any
special meeting of the shareholders shall be limited to the purposes stated
in the notice.

SECTION 2.4 NOTICE OF MEETING AND ADJOURNED MEETINGS.  Written notice stating
the place, date and hour of any meeting and in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be given not less
than ten (10) days nor more than sixty (60) days before the date of the meeting
to each shareholder entitled to vote at such meeting.  If mailed, notice is
given when deposited in the United States mail, postage prepaid, directed to the
shareholder at his address as it appears on the records of the Corporation.
Such notice may be given in the name of the Board of Directors, President, Vice
President, Secretary or Assistant Secretary.

     When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken.  If the adjournment is for more
than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of record entitled to vote
at the meeting.

SECTION 2.5 QUORUM.  At any meeting of the shareholders, a majority of all the
outstanding shares of the common stock entitled to vote, present in person or by
proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number is required by law.

     If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of all the shares of stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date
or time.  If the

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adjournment is for more than thirty (30) days, or if after the adjournment a
new date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder entitled to vote in the meeting.

SECTION 2.6 PROXIES.  Each shareholder entitled to vote at a meeting of
shareholders to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy.  All proxies shall be executed in writing and shall be filed with the
Secretary of the Corporation not later than the day on which exercised.  No
proxy shall be voted or acted upon after three (3) years from its date, unless
the proxy provides for a longer period.

     Except as otherwise specifically provided by law, all matters coming before
the meeting shall be determined by a vote by shares.  All elections of Directors
shall be by written ballot unless otherwise provided in the Certificate of
Incorporation.  Except as otherwise specifically provided by law, all other
votes may be taken by voice unless a shareholder demands that it be taken by
ballot, in which latter event the vote shall be taken by written ballot.

SECTION 2.7 INFORMAL ACTION BY SHAREHOLDERS.  Unless otherwise provided by the
Certificate of Incorporation, any action required by the provisions of the
Oklahoma General Corporation Act to be taken at any annual or special meeting of
shareholders, or any action which may be taken at any annual or special meeting
of such shareholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted.

     Prompt notice of the taking of corporate action without a meeting by less
than unanimous written consent shall be given to those shareholders or member,
as the case may be, who have not consented in writing.


                          ARTICLE III - BOARD OF DIRECTORS

SECTION 3.1 NUMBER.  The number of directors who shall constitute the whole
Board of Directors shall be not less than one (1) nor more than fifteen (15), as
the Board of Directors shall from time to time determine.  Directors need not be
shareholders.

     The Corporation's Board of Directors shall be divided into three (3)
classes, as nearly equal in numbers as the then total number of Directors
constituting the entire Board permits with

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the term of one class expiring each year.  The first class ("Class I") shall
initially consist of two (2) Directors and the term of office of each
Director in such class shall expire at the 1992 Annual Meeting of
Shareholders next ensuing; the second class ("Class II") shall initially
consist of three (3) Directors and the term of office of each Director in
such class shall expire at the Annual Meeting of Shareholders one year
thereafter; and the third class ("Class III") shall consist of two (2)
Directors and the term of office of each such Director in such third class
shall expire at the Annual Meeting of Shareholders two years thereafter.  At
each annual election commencing at the 1992 Annual Meeting of Shareholders,
the successors to the class of Directors whose term expires at that time
shall be elected to hold office for the term of three (3) years to succeed
those whose terms expires, so that the term of one class of Directors shall
expire each year. Each Directors shall hold office for the term for which he
or she is elected or appointed and until his successor shall be elected and
qualified or until his death, or until he or she shall expire.

     Any vacancies in the Board of Directors for any reason, and any created
directorships resulting from an increase in the Directors, may be filled by the
Board of Directors, acting by a majority of the Directors then in office,
although less than a quorum, and any Directors so chosen shall hold office until
the next election of the class for which such Directors shall have been chose
and until their successors shall be elected and qualified.  No decrease in the
number of Directors shall shorten the term of any incumbent Director.

SECTION 3.2 PLACE OF MEETING.  Meetings of the Board of Directors may be held at
such place either within or without the State of Oklahoma, as a majority of the
Directors may from time to time designate or as may be designated in the notice
calling the meeting.

SECTION 3.3 REGULAR MEETINGS.  A regular meeting of the Board of Directors shall
be held annually, immediately following the annual meeting of shareholders, at
the place where such meeting of the shareholders is held or at such other place,
date and hour as a majority of the newly elected Directors may designate.  At
such meeting the Board of Directors shall elect officers of the Corporation.  In
addition to such regular meeting, the Board of Directors shall have the power to
fix, by resolution, the place, date and hour of other regular meetings of the
Board.

SECTION 3.4 SPECIAL MEETINGS.  Special meetings of the Board of Directors shall
be held whenever ordered by the Chairman of the Board, the President, by a
majority of the members of the executive committee, if any, or by a majority of
the Directors in office.

SECTION 3.5 NOTICES OF MEETINGS OF BOARD OF DIRECTORS.

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A.   REGULAR MEETINGS.  No notice shall be required to be given of any regular
meeting, unless the same be held at other than the time or the place for holding
such meetings was fixed in accordance with Section 3.3 of the By-laws, in which
event three (3) days notice shall be given of the time and place of such
meeting.

B.   SPECIAL MEETINGS.  At least three (3) days notice shall be given of the
time, place and purpose for which any special meeting of the Board of Directors
is to be held.

SECTION 3.6 QUORUM.  A majority of the total number of Directors shall
constitute a quorum for the transaction of business, 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.  If there be less than a quorum present, a
majority of those present may adjourn the meeting from time to time and place to
place and shall cause notice of each such adjourned meeting to be given to all
absent Directors.

SECTION 3.7 INFORMAL ACTION BY THE BOARD OF DIRECTORS.  Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all MEMBERS of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with minutes of proceedings of the Board or committee.

SECTION 3.8 POWERS.

A.   GENERAL POWERS.  The Board of Directors shall have all powers necessary or
appropriate to the management of the business and affairs of the Corporation,
and in addition to the power and authority conferred by these By-laws, may
exercise all powers of the Corporation and do all such lawful acts and things as
are not by statute, these By-laws or the Certificate of Incorporation directed
or required to be exercised or done by the shareholders.

B.   SPECIFIC POWERS.  Without limiting the general powers conferred by the last
preceding clause -and the powers conferred by the Certificate of Incorporation
and By-laws of the Corporation, it is hereby expressly declared that the Board
of Directors shall have the following powers.

     (i)  To confer upon any officer or officers of the Corporation the power to
choose, remove or suspend assistant officers, agents or servants.

     (ii) To appoint any person, firm or corporation to accept and hold in trust
for the Corporation any property belonging to the Corporation or in which it is
interested, and to authorize any such person, firm or corporation to execute any
documents and

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perform any duties that may be requisite in relation to any such trust.

     (iii)  To appoint a person or persons to vote shares of another
corporation held and owned by the Corporation.

     (iv)   By resolution adopted by a majority of the full Board of Directors,
to designate one (1) or more of its number to constitute an executive committee
which, to the extent provided in such resolution, shall have and may exercise
the power of the Board of Directors in the management of the business and
affairs of the Corporation and may authorize the seal of the Corporation to be
affixed.

     (v)    By resolution passed by a majority of the whole Board of Directors,
to designate one (1) or more additional committees, each to consist of one (1)
or more Directors, to have such duties, powers and authority as the Board of
Directors shall determine.  All committees of the Board of Directors, including
the executive committee, shall have the authority to adopt their own rules of
procedure.  Absent the adoption of specific procedures, the procedures
applicable to the Board of Directors shall so apply to committees thereof.

     (vi)   To fix the place, time and purpose of meeting of shareholders.

     (vii)  To purchase or otherwise acquire for the Corporation any
property, rights or privileges which the Corporation is authorized to acquire,
at such prices, on such terms and conditions and for such consideration as it
shall from time to time see fit, and, at its discretion, to pay any property or
rights acquired by the Corporation, either wholly or partly in money or in
stocks, bonds, debentures or other securities of the Corporation.

     (viii) To create, make and ISSUE MORTGAGES, BONDS, deeds of trust, trust
agreements and negotiable or transferable instruments and securities secured by
mortgage or otherwise, and to do every other act and thing necessary to
effectuate the same.

     (ix)   To authorize the issue of shares of stock of the Corporation from
time to time, upon such terms as may be lawful, in consideration of money
paid, labor done or services actually rendered, debts or securities canceled,
or tangible and intangible property actually received, or in the case of
shares issued as a dividend against amounts transferred from surplus to
capital.

     (x)    To appoint and remove or suspend such officers, agents or servants,
permanently or temporarily, as it may from time to time think fit, and to
determine their duties and fix, from time to time change, their salaries or
emoluments, and to

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require security in such instances and in such amounts as it thinks fit.

     (xi) To determine who shall be authorized on the Corporation's behalf to
sign bills, notes, receipts, acceptances, endorsements, checks, releases,
contracts and documents.

                          SECTION 3.9 EXECUTIVE COMMITTEE.

     A.    The Board of Directors shall have the power to designate from among
its members, and Executive Finance, Audit & Compliance Committee of the Board of
Directors (the "Executive Committee"), which Executive Committee shall function
in accordance with these By-laws.

     B.   Any vacancy in the Executive Committee, however, arising, shall be
filled as promptly as practicable.  The Chairman of the Executive Committee
shall be elected by a majority vote of the Executive Committee's members.
meetings of the Executive committee may be called, on at least three (3) days
notice, by the Chairman or by any other member of the Executive Committee.  All
other procedures with respect to action and functioning of the Executive
Committee, including with regard to notices, waiver of notice, and quorum and
voting requirements, shall be governed by the applicable provisions of Oklahoma
law, as such relates to boards of directors.

          C.   When the Executive Committee functions, it shall have and may
     exercise all of the power and authority of the Board of Directors of
     the Corporation as follows:

               (i) The power and authority to oversee and supervise all
          financial and legal matters of or relating to the Corporation,
          including those relating to the business, operations, financial
          condition, earnings, budget and prospects, and the contracts,
          litigation or potential litigation, of or involving the Corporation;

               (ii) The power and authority to authorize and direct any and all
          officers of the Corporation, including the chief financial officer, or
          advisors to the Corporation, including counsel to the Corporation, to
          provide the Executive Committee with such information, reports,
          statements and other data, including financial statements and other
          financial (historical, pro forma, projected and budgeted) data, as,
          when and to the extent the Executive Committee, in its sole judgment
          and discretion, deems such advisable;

               (iii) The power and authority to require, and supervise an audit
          of the Company's accounts, books and records, as, when and to the
          extent the Executive Committee, in its sole judgment and discretion,
          deems such advisable;

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               (iv) The power and authority to terminate the employment of any
          officer or employee of the Corporation, and to terminate the
          engagement or retention of any advisor or agent of the Corporation,
          including counsel, accountants, auditors, financial advisors and any
          other advisors to the Corporation, in the event the Executive
          Committee, in its sole judgment and discretion determines that any
          SUCH ACTION IS IN THE BEST INTERESTS OF THE CORPORATION;

               (v)  The power and authority to make such other determinations,
          and to require officers, employees and advisors of the Corporation to
          take such further actions, as the Executive Committee, in its sole
          judgment and discretion, deems to be advisable and in furtherance of
          these By-laws.

     SECTION 3.10 COMPENSATION OF DIRECTORS.  Compensation of Directors and
     reimbursement of their expenses incurred in connection with the business of
     the Corporation, if any, shall be as determined from time to time by
     resolution of the Board of Directors.

     SECTION 3.11 REMOVAL OF DIRECTORS B-V SHAREHOLDERS.  The entire Board of
Directors or any individual Director may be removed from office without
assigning any cause by a majority vote of the holders of the outstanding shares
then entitled to vote.  In case the Board of Directors or any one (1) or more
Directors be so removed, new Directors may be elected at the same time.

     SECTION 3.12 RESIGNATIONS.  Any Director may resign at any time by
     submitting his written resignation to the Corporation.  Such resignation
     shall take effect at the time of its receipt by the Corporation unless
     another time be fixed in the resignation, in which case it shall become
     effective at the time so fixed.  The acceptance of a resignation shall not
     be required to make it effective.

     SECTION 3.13 VACANCIES.  Vacancies and newly created directorships
     resulting from any increase in the authorized number of Directors elected
     by all of the shareholders having the right to vote as a single class may
     be filled by a majority of the Directors then in office, although less than
     a quorum, or by a sole remaining Director, and each person so elected shall
     be a Director until his successor is elected and qualified or until his
     earlier resignation or removal.

     SECTION 3.14 PARTICIPATION BY CONFERENCE TELEPHONE. The Board of Directors
     or any committee designated by the Board, may participate in regular or
     special meetings of such Board or Committee by means of conference
     telephone or similar communications equipment by means of which all other
     person participating in the meeting can hear each other, and such

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     participation in a meeting shall constitute presence in person at such
     meeting.


                                ARTICLE IV OFFICERS

     SECTION 4.1 ELECTION AND OFFICE.  The Corporation shall have a President, a
     Secretary and a Treasurer who shall be elected by the Board of Directors.
     The Board of Directors may elect such additional officers as it may deem
     proper, including a Chairman and a Vice Chairman of the Board of Directors,
     a Chief Financial Officer, one (1) or more Vice Presidents, and one (1) or
     more assistant or honorary officers.  Any number of officers may be held by
     the same person, except the offices of President and Secretary.

     SECTION 4.2 TERM.  The President, the Secretary and the Treasurer shall
     each serve for a term of one (1) year and until their respective successors
     are chosen and qualified, unless removed from office by the Board of
     Directors during their respective tenures.  The term of office of any other
     officer shall be specified by the Board of Directors.

     SECTION 4.3 POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD.  The Chairman
     of the Board, subject to the direction of an limitations imposed by the
     Board of Directors, shall coordinate and supervise the activities of all
     other officers of the Corporation.  The Chairman of the Board shall from
     time to time call special meetings of the Board of Directors whenever
     he/she deems it necessary to do so or whenever the requisite number of
     members of the Board of Directors shall request in writing to do so.  He or
     she shall preside at all meetings of the shareholders and the directors and
     shall serve EX OFFICIO as a member of every committee of the Board of
     Directors.  He shall have such other powers and perform such further duties
     as may be assigned to him by the Board of Directors.

     SECTION 4.4 POWERS AND DUTIES OF THE PRESIDENT.  Unless otherwise
     determined by the Board of Directors, the President shall be the chief
     executive officer with general supervision over and direction of the
     affairs of the Corporation.  In the exercise of these duties and subject to
     the limitations of the laws of the State of Oklahoma, these by-laws, and
     the actions of the Board of Directors, he may appoint, suspend and
     discharge employees and agents, shall preside at all meetings of the
     shareholders at which he shall be present, and, unless there is a Chairman
     or Vice Chairman of the Board of Directors, shall preside at all meetings
     of the Board of Directors and, unless otherwise specified by the Board of
     Directors, shall be a member of all committees.  He shall also do and
     perform such other duties as

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     from time to time may be assigned to him by the Board of Directors.

          Unless otherwise determined by the Board of Directors, the President
     shall have full power and authority on behalf of the Corporation to attend
     and to act and to vote at any meeting of the shareholders of any
     corporation in which the Corporation may hold stock and, at any such
     meeting, shall possess and may exercise any and all rights and powers
     incident to the ownership of such stock and which, as the owner thereof,
     the Corporation might have possessed and exercised.

          The President shall execute bonds, mortgages and other contracts
     requiring a seal, under the seal of the Corporation, except where required
     or permitted by law to be otherwise signed and executed, and except where
     the signing and execution thereof shall be expressly delegated by the Board
     of Directors to some other officer or agent.

     SECTION 4.5 POWERS AND DUTIES OF THE SECRETARY.  Unless otherwise
     determined by the Board of Directors, the Secretary shall attend and record
     all proceedings of the meetings of the Corporation, the Board of Directors,
     shareholders, and all committees, in books to be kept for that purpose.
     The Secretary shall give, or cause to be given, all notices of all meetings
     of the shareholders and regular and special meetings of the Board of
     Directors.  The Secretary shall have charge of the corporate seal, the
     certificate books, transfer books and stock ledgers, and such other books
     and papers as the Board of Directors may direct.  The Secretary shall
     perform all other duties ordinarily incident to the office of Secretary and
     shall have such other powers and perform such other duties as may be
     assigned to him by the Board of Directors.  The Secretary or an Assistant
     Secretary shall have the authority to affix the Corporate Seal to any
     instrument requiring it, and when so affixed, it may be attested by the
     Secretary's signature or by the signature of such Assistant Secretary.  The
     Board of Directors may give general authority to any other officer to affix
     the seal of the corporation and to attest the affixing by the Secretary's
     signature.

     SECTION 4.6 POWERS AND DUTIES OF THE TREASURER.  Unless otherwise
     determined by the Board of Directors, the Treasurer shall have charge of
     all the funds and securities of the Corporation which may come into his
     hands.  When necessary or proper, unless otherwise ordered by the Board of
     Directors, he shall endorse for collection on behalf of the Corporation
     checks, notes and other obligations, and shall deposit the same to the
     credit of the Corporation in such banks or depositories as the Board of
     Directors may designate and shall sign all receipts and vouchers for
     payments made to the Corporation.  The Treasurer shall disburse the funds
     of the Corporation as may be ordered by the Board of Directors taking
     proper vouchers for such disbursements.

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     The Treasurer shall sign all checks made by the Corporation, except when
     the Board of Directors shall otherwise direct.  The Treasurer shall
     enter regularly, in books of the Corporation to be kept by him for that
     purpose, a full and accurate account of all moneys received and paid by
     him on account of the Corporation.  He shall at all reasonable times
     exhibit his books and accounts to any Director of the Corporation, upon
     application at the office of the Corporation during business hours.  The
     Treasurer shall have such other powers and shall perform such other
     duties as may be assigned to him from time to time by the Board of
     Directors.  The Treasurer shall give the Corporation a bond, if any, for
     the faithful performance of the duties of the office of Treasurer, if
     required by the Board of Directors and any such bond shall remain in the
     custody of the President, said bond shall be renewed every six (6) years.

     SECTION 4.7 POWERS AND DUTIES OF THE CHIEF FINANCIAL OFFICER.  The chief
     financial officers of the Corporation shall be the principal financial, tax
     and accounting officer of the Corporation and, subject to the control of
     the Executive Committee in accordance with Article III, Section 3.9 hereof,
     shall in general supervise and control all matters relating to the
     financial well-being, taxes, accounting procedures and finances of the
     Corporation, and shall perform all duties incident to the office of chief
     financial officer and such other duties as may be prescribed by the
     Executive Committee from time to time.  The chief financial officer shall
     be the sole or joint signatory with respect to any and all checks, drafts,
     payments, advances or disbursements of, for or on the behalf of the
     Corporation in the amount of $1,000.00 or more (or in such other amount as
     the Executive Committee, in its sole judgment and discretion, deems
     appropriate).  The chief financial officer shall report to, and be
     responsible to, the Executive Committee and, when not inconsistent with
     such reporting and responsibility, to the President.  The chief financial
     officer may also serve as the Treasurer of the Corporation.

     SECTION 4.8 POWERS AND DUTIES OF VICE PRESIDENT AND ASSISTANT OFFICERS.
     UNLESS otherwise determined by the Board of Directors, each Vice President
     and each assistant officer shall have the powers and perform the duties of
     his respective superior officer.  Vice Presidents and assistant officers
     shall have such rank as shall be designated by the Board of Directors and
     each, in the order of rank, shall act for such superior officer in his
     absence, or upon his disability or when so directed by such superior
     officer or the Board of Directors.  Vice Presidents may be designated as
     having responsibility for a specific aspect of the Corporation's affairs,
     in which event each such Vice President shall be superior within his
     aspect.  The President shall be the superior officer of the Vice
     Presidents.  The Treasurer and the Secretary shall be the superior officers
     of the Assistant Treasurer and Assistant Secretaries, respectively.

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     SECTION 4.9 DELEGATION BY OFFICE.  The Board of Directors may delegate the
     powers or duties of any officer of the Corporation to any other officer or
     to any Director from time to time.

     SECTION 4.10 VACANCIES.  The Board of Directors shall have the power to
     fill any vacancies in any office occurring for whatever reason.

     SECTION 4.11 RESIGNATIONS.  Any officer may resign at any time by
     submitting his written resignation to the Corporation.  Such resignation
     shall take effect at the time of its receipt by the Corporation, unless
     another time be fixed in the resignation, in which case it shall become
     effective at the time so fixed.  The acceptance of a resignation shall not
     be required to make it effective.


                              ARTICLE V CAPITAL STOCK

     SECTION 5.1 STOCK CERTIFICATES.  Shares of the Corporation shall be
     represented by certificates signed by, or in the name of the Corporation,
     by (a) the Chairman or Vice Chairman of the Board of Directors, or the
     President or a Vice President, and (b) the Treasurer or an Assistant
     Treasurer, or the Secretary or an Assistant Secretary, certifying the
     number of shares, owned by the shareholder in the Corporation, in
     certificate form.  If such certificate is countersigned (i) by a transfer
     agent other than the Corporation or its employee, or (ii) by a registrar
     other than the Corporation or its employee, the signatures of the officers
     of the Corporation may be facsimiles.  In case of any officer who has
     signed or whose facsimile signature has been placed upon a certificate
     shall have ceased to be an officer before such certificate is issued, it
     may be issued by the Corporation with the same effect as if he were such
     officer at the date of issue.

     SECTION 5.2 TRANSFER OF SHARES.  Subject to transfer restrictions permitted
     by Section 1055 of Title 18 of the Oklahoma Statutes and to stop transfer
     orders directed in good faith by the Corporation to any transfer agent to
     prevent possible violations of federal or state securities laws, rules or
     regulations, upon surrender to the Corporation or the transfer agent of the
     corporation of a certificate for shares duly endorsed or accompanied by
     proper evidence of succession, assignment or authority to transfer, it
     shall be the duty of the corporation to issue a new certificate to the
     person entitled thereto, cancel the old certificate and record the
     transaction upon its books.

     SECTION 5.3 LOST, STOLEN OR DESTROYED SHARE CERTIFICATES.  The Corporation
     may direct a new Certificate of Stock or uncertified shares in place of any
     Certificate therefore issued by it, alleged to have been lost, stolen or
     destroyed, and the Corporation, upon the making of an affidavit of that
     fact by the

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     person claiming the new Certificate or Certificates, the Board of
     Directors may, in its discretion and as a condition precedent to the
     issuance thereof, require the owner of such lost stolen or destroyed
     Certificate, or Certificates or his legal representative to give the
     Corporation a bond sufficient to indemnify it against claim that may be
     made against it on account of the alleged loss, theft or destruction of
     any such Certificate or the issuance of such new Certificate or
     uncertified shares.

                                ARTICLE VI - NOTICE

     SECTION 6.1 CONTENTS OF NOTICE.  Whenever any notice of a meeting is
     required to be given pursuant to these by-laws or the Certificate of
     Incorporation or otherwise, the notice shall specify the place, day and
     hour of the meeting and, in the case of a special meeting or where
     otherwise required by law, the general nature of the business to be
     transacted at such meeting.

     SECTION 6.2 METHOD OF NOTICE.  All notices shall be given to each person
     entitled thereto, either personally or by sending a copy thereof through
     the mail or by facsimile, charges prepaid, to his address as it appears on
     the records of the Corporation, or supplied by him to the Corporation for
     the purpose of notice.  If notice is sent by mail or facsimile, it shall be
     deemed to have been given to the person entitled thereto when deposited in
     the United States mail or when actually transmitted by facsimile.  If no
     address for a shareholder appears on the books of the Corporation and such
     shareholder has not supplied the Corporation with an address for the
     purpose of notice, notice deposited in the United States mail addressed to
     such shareholder in care of General Delivery in the city in which the
     principal office of the Corporation is located shall be sufficient.

     SECTION 6.3 WAIVER OF NOTICE.  Whenever notice is required to be given
     under any provision of law or of the Certificate of Incorporation, or these
     by-laws of the Corporation, a written waiver, signed by the person entitled
     to notice, whether before or after the time stated therein, shall be deemed
     equivalent to notice.  Attendance of a person 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 Certificate of
     Incorporation.


                     ARTICLE VII - INDEMNIFICATION OF DIRECTORS
                           AND OFFICERS AND OTHER PERSONS

<PAGE>

SECTION 7.1 INDEMNIFICATION.  To the extent and in the manner permitted by the
laws of the State of Oklahoma, and specifically as is permitted under Section
1031 of Title 18 of the Oklahoma Statutes, the Corporation shall have the power
to indemnify any Director, officer, employee or agent of the Corporation against
expenses (including legal fees) judgment, fines and amounts paid in settlement,
actually and reasonably incurred by him, to the fullest extent now or hereafter
permitted by law in connection with any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
brought or threatened to be brought against him by reason of his performance as
a Director, officer, employee or agent of the Corporation, its parent or any of
its subsidiaries, or in any other capacity on behalf of the Corporation, its
parent or any of its subsidiaries.

     The Board of Directors by resolution adopted in each specific instance may
similarly indemnify any person other than a Director, officer, employee or agent
of the Corporation for liabilities incurred by him in connection with services
rendered by him for or at the request of the Corporation, its parent or any of
its subsidiaries.

     The provisions of this Section shall be applicable to all actions, suits or
proceedings commenced after its adoption, whether such arise out of acts or
omissions which occurred prior or subsequent to such adoption and shall continue
as to a person who has ceased to be a Director, officer, employee or agent or to
render services for or at the request of the Corporation or as the case may be,
its parent, or subsidiaries and shall inure to the benefit of the heirs,
executors and administrators of such a person.  The rights of indemnification
provided for herein shall not be deemed exclusive of any other rights to which
any director, officer, employee or agent of the Corporation may be entitled
under these by-laws, agreement vote of shareholders or disinterested directors
or otherwise, both as to action in his 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 inure to
the benefit of the heirs, executors, and administrators of such a PERSON.

     SECTION 7.2 ADVANCES.  Expenses incurred by any officer or Director in
     defending a civil or criminal action, suit or proceeding may be paid by the
     Corporation in advance of the final disposition of such action, suit or
     proceeding as authorized by the Board of Directors in the specific case
     upon receipt of an undertaking, by or on behalf of such Director or
     officer, to repay such amount unless it shall ultimately be determined that
     he is entitled to be indemnified by the Corporation as authorized by law.
     Such expenses incurred by other employees and agents may be paid upon such
     terms and conditions, if any, as the Board of Directors deem appropriate.

     SECTION 7.3 INSURANCE.  The Corporation may purchase and maintain insurance
     on behalf of any person who is or was a Director, officer, employee or
     agent of the Corporation, or is or was

<PAGE>

     serving at the request of the Corporation as a Director, officer,
     employee or agent of another corporation, partnership, joint venture,
     trust or other enterprise against any liability asserted against him and
     incurred by him in any such capacity, or arising out of his status as
     such, whether or not the Corporation would have the power to indemnify
     him against such liability under law.

                                 ARTICLE VIII SEAL

          The Board of Directors shall provide a suitable seal, Containing the
name of the Corporation, and called the corporate seal of the Corporation, which
shall be in the charge of the Secretary of the Corporation, which shall be as
impressed adjacent hereto.  If and when so directed by the Board of Directors or
a committee thereof, duplicates of the seal may be kept and used by the
Treasurer or by the Assistant Secretary or Assistant Treasurer.  The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or in any
other manner, reproduced.

                              ARTICLE IX - FISCAL YEAR

          The Board of Directors shall have the power by resolution to fix the
          fiscal year of the Corporation.  If the Board of Directors shall fail
          to do so, the President shall fix the fiscal year.

                               ARTICLE X AMENDMENTS

          The original or other by-laws may be adopted, amended or repealed, or
new by-laws may be adopted by the shareholders or by the Board of Directors at
any regular meeting of the shareholders, or of the Board of Directors, if notice
of such amendment, repeal, or adoption of new by-laws be contained in the notice
of such special meeting.  The fact that such power has been so conferred upon
the Board of Directors shall no divest the shareholders of the power nor limit
their power to adopt, amend or repeal by-laws.

                       ARTICLE XI - INTERPRETATION OF BY-LAWS

          All words, terms, and provisions of these by-laws shall be interpreted
and defined by and in accordance with the General Corporation Act of the State
of Oklahoma, as amended, and as amended from time to time hereafter.

          APPROVED AND RATIFIED as of this ______ day of _______ 19 __, by the
undersigned, the Directors of the Corporation.

----------------------------           ----------------------------
Richard H. Hughes                      Frank W. Cole

----------------------------           ----------------------------
Richard J. Tucker                      Gene C. Howard

----------------------------           ----------------------------
William G. Vandever                    Joseph T. Howard

----------------------------
Cecil Wall

<PAGE>

                              BYLAW AMENDMENT NO. 1


                              ROSELAND OIL & GAS, INC.
                     MINUTES OF THE BOARD OF DIRECTORS MEETING
                                    MAY 20,1998

The Board of Directors Meeting was held at Roseland Oil & Gas, Inc.'s (Roseland)
office, 1720 Northwest HWY, Suite 320, Garland, Texas.  Those in attendance at
the meeting were Calvin Wallen, Stacy Hacker, Bill Vandever, Gene Howard, Susan
Silva and Jon Ross.

Jon Ross put forth a motion to change the bylaws to remove the staggered
election and terms of the directors.  The directors will all have a one-year
term, elected on the same date.  The motion was amended and carried unanimously.

The meeting was adjourned at 3 P.M.



------------------------
Stacy Hacker