ARTICLES OF INCORPORATION

                                    OF

                            LYRIC ENERGY, INC.


     KNOW ALL MEN BY  THESE PRESENTS:   That the undersigned
incorporator being a natural person of the age of eighteen years
or more and desiring to form a body corporate under the laws of
the State of Colorado does hereby adopt and deliver in duplicate
to the Secretary of State of the State of Colorado, these
Articles of Incorporation:

                                ARTICLE  I
                                   Name

     The name of the corporation shall be: Lyric Energy, Inc.

                                ARTICLE  II
                            Period of Duration

     The corporation shall exist in perpetuity, from and after
the date of filing these Articles of Incorporation with the
Secretary of State of the State of Colorado unless dissolved
according to law.

                               ARTICLE  III
                            Purposes and Powers

     1.   Purposes.  Except as restricted by the Articles of
Incorporation, the corporation is organized for the purpose of
transacting all lawful business for which corporations may be
incorporated pursuant to the Colorado Corporation Code.

     2.   General Powers.  Except as restricted by the Articles
of Incorporation, the corporation may exercise all powers which a
corporation may exercise legally pursuant to the Colorado
Corporation Code.

     3.   Partial Liquidations.  The board of directors of the
corporation may distribute, from time to time, to its
shareholders in partial liquidation, out of stated capital or
capital surplus of the corporation, a portion of its assets in
cash or property.

     4.   Issuance of Shares.  The board of directors of the
corporation may divide and issue any class of stock of the
corporation in series pursuant to a resolution properly filed
with the Secretary of State of the State of Colorado.


                                ARTICLE  IV
                               Capital Stock

     The aggregate number of shares which this corporation shall
have authority to issue is fifty million (50,000,000) shares of a
par value of one cent ($0.01) each, which shares shall be
designated  Common Stock .

     1.   Dividends.  Dividends in cash, property or shares of
the corporation may be paid upon the Common Stock, as and when
declared by the board of directors, out of funds of the
corporation to the extent and in the manner permitted by law.

     2.   Distribution in Liquidation.  Upon any liquidation,
dissolution or winding up of the corporation, and after paying or
adequately providing for the payment of all its obligations, the
remainder of the assets of the corporation shall be distributed,
either in cash or in kind, pro rata to the holders of the Common
Stock.

     3.   Voting Rights; Cumulative Voting.  Each outstanding
share of Common Stock shall be entitled to one vote and each
fractional share of Common Stock shall be entitled to a
corresponding fractional vote on each matter submitted to a vote
of shareholders.  Cumulative voting shall not be allowed in the
election of directors of the corporation.

     4.   Denial of Preemptive Rights.  No holder of any shares
of the corporation, whether now or hereafter authorized, shall
have any preemptive or preferential right to acquire any shares
or securities of the corporation, including shares or securities
held in the treasury of the corporation.

                                ARTICLE  V
              Right of Directors to Contract with Corporation

     No contract or other transaction between the corporation and
one or more of its directors or any other corporation, firm,
association, or entity in which one or more of its directors are
directors or officers or are financially interested shall be
either void or voidable solely because of such relationship or
interest or solely because such directors are present at the
meeting of the board of directors or a committee thereof which
authorizes, approves, or ratifies such contract or transaction or
solely because their votes are counted for such purpose if:

          (a)   The fact of such relationship or interest is
disclosed or known to the board of directors or committee which
authorizes, approves, or ratifies the contract or transaction by
a vote or consent sufficient for the purpose without counting the
votes or consents of such interested directors; or

          (b)    The fact of such relationship or interest is
disclosed or known to the shareholders entitled to vote and they
authorize, approve, or ratify such contract or transaction by
vote or written consent; or

          (c)    The contract or transaction is fair and
reasonable to the corporation.  Common or interested directors
may be counted in determining the presence  of a quorum at a
meeting of the board of directors or a committee thereof which 
authorizes, approves, or ratifies such contract or transaction.

                                ARTICLE  VI
                           Corporate Opportunity

     The officers, directors and other members of management of
this corporation shall be subject to the doctrine of  corporate
opportunities only insofar as it applies to business
opportunities in which this corporation has expressed an interest
as determine from time to time by this corporation's board of
directors as evidenced by resolutions appearing in the
corporation s minutes.  Once such areas of interest are
delineated, all such business opportunities within such areas of
interest which come to the attention of the officers, directors,
and other members of management of this corporation shall be
disclosed promptly to this corporation and made available to it.
The board of directors may reject any business opportunity
presented to it and thereafter any officer, director or other
member of management may avail himself of such opportunity. 
Until such time as this corporation, through its board of
directors, has designated an area of interest, the officers,
directors and other members of management of this corporation
shall be free to engage in such areas of interest on their own
and this doctrine shall not limit the rights of any officer,
director or other member of management of this corporation to
continue a business existing prior to the time that such area of
interest is designated by the corporation.  This provision shall
not be construed to release any employee of this corporation
(other than an officer, director or member of management) from
any duties which he may have to this corporation.

                               ARTICLE  VII
                              Indemnification
                           Directors and Others

     1.   The corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (other than an action
by or in the right of the corporation), by reason of the fact
that he is or was a director, officer, employee, or agent of the
corporation or is or was 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 expenses (including attorneys  fees),
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit,
or proceeding if he acted in good faith and in a manner which he
reasonably believed to be in the best interests of the
corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was
unlawful.

     2.  The corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee, or agent of
the corporation or is or was 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 expenses (including attorneys  fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in the best interests of
the corporation; but no indemnification shall be made in respect
of any claim, issue, or matter as to which such person has been
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to the
extent that the court in which such action or suit was brought
determines upon application that, despite the adjudication of
liability, but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnification for
such expenses which such court deems proper.

     3.   To the extent that a director, officer, employee, or
agent of the corporation has been successful on the merits in
defense of any action, suit, or proceeding referred to in this
article or in defense of any claim, issue, or matter therein, he
shall be indemnified against expenses (including attorneys  fees)
actually and reasonably incurred by him in connection therewith.

     4.   Any indemnification under paragraph 1 or 2 of this
article (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee, or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in said
paragraphs 1 or 2.  Such determination shall be made by the board
of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit, or
proceeding, or, if such a quorum is not obtainable or even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the
shareholders.

     5.   Expenses (including attorneys  fees) incurred 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 in paragraph 4 of
this article upon receipt of an undertaking by or on behalf  of
the director, officer, employee or agent to repay such amount
unless it is ultimately determined that he is entitled to be
indemnified by the corporation as authorized in this article.

     6.   The indemnification provided by this article shall not
be deemed exclusive of any other rights to which those
indemnified may be entitled under the Articles of Incorporation,
any bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise, and any procedure provided for by any of
the foregoing, 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
heirs, executors, and administrators of such a person.

     7.   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 who is or was 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 the
provisions of this article.

                               ARTICLE VIII
                            Shareholder Voting

     A majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of
shareholders.

                                ARTICLE  IX
                     Adoption and Amendment of Bylaws

     The initial Bylaws of the corporation shall be adopted by
its board of directors.  The power to alter or amend or repeal
the Bylaws of adopt new Bylaws shall be vested in the board of
directors, but the holders of common stock may also alter, amend
or repeal the Bylaws of adopt new Bylaws.  The Bylaws may contain
any provisions for the regulation and management of the affairs
of the corporation not inconsistent with law or these Articles of
Incorporation.



                                ARTICLE  X
                  Registered Office and Registered Agent

     The address of the initial registered office of the
corporation is 717 Seventeenth Street, Suite 2600, Denver,
Colorado  80202, and the name of the initial registered agent at
such address is Douglas J. Reich.  Either the registered office
or the registered agent may be changed in the manner permitted by
law.
       
                                ARTICLE  XI
                        Initial Board of Directors

     The number of directors of the corporation shall be fixed by
the Bylaws of the corporation, except the initial board of
directors of the corporation shall consist of three directors. 
The names and addresses of the persons who shall serve as
directors until the first annual meeting of shareholders and
until their successor are elected and shall qualify are as
follows:


          NAME                     ADDRESS

     Wesley W. Masters             P. O. Box 7988
                                   Amarillo, Texas  79109

     G. E. Stahl                   P. O. Box 2231
                                   Amarillo, Texas  79105

     L. K. Hayhurst                P. O. Box 2231
                                   Amarillo, Texas  79105


                               ARTICLE  XII
                               Incorporator

     The name and address of the incorporator is as follows:

          NAME                     ADDRESS

     Daniel B. Matter              2600 Energy Center
                                   717 Seventeenth Street
                                   Denver, Colorado  80202


     IN WITNESS WHEREOF, the above-named incorporator has signed
these Articles of Incorporation this 24th day of April, 1980.


                              /s/Daniel B. Matter 
                                 Daniel B. Matter



STATE OF COLORADO             )
                              )    ss.
CITY AND COUNTY OF DENVER     )

     I, the undersigned, a Notary Public, hereby certify that on
the 24th day of April, 1980, personally appeared before me,
Daniel B. Matter who being by me first duly swore, declared that
he is the person who signed the foregoing document as
incorporator, that it was his free and voluntary act and deed,
and that the statements therein contained are true.

     WITNESS my hand and official seal.

     My Commission expires:   ______________________________

                              _________________________________
                                        Notary Public


(N O T A R I A L   S E A L)


                           ARTICLES OF AMENDMENT


                                  TO THE


                        ARTICLES OF INCORPORATION


     Pursuant to the provisions of the Colorado Corporation Act,
the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
     
     FIRST:  The name of the corporation is Lyric Energy, Inc.
     
     SECOND:  The following amendment was adopted by the
shareholders of the corporation on the Ninth day of February,     
1987, in the manner prescribed by the Colorado Corporation     
Act:
     
          The aggregate number of shares which the Corporation
shall have power to issue shall be two hundred fifty million
(250,000,000) shares of no par value common stock.  Each share
shall have the same rights and privileges as every other share
and no distinction between them shall exist.
     
     THIRD:  The number of shares of the corporation outstanding
at time of such adoption was 38,433,000; and the number of shares
entitled to vote thereon was 38,433,000.
     
     FOURTH:  The designation and number of outstanding shares of
each class entitled to vote thereon as a class were as follows:
     
          CLASS                         NUMBER OF SHARES

          Common Stock, No Par Value      38,433,000
     
     FIFTH:    The number of shares voted for such amendment was
25,776,783;  and the number of shares voted against such
amendment was 445,362.
     
     SIXTH:    The number of shares of each class entitled to
vote thereon as a class voted for and against such amendment,
respectively, was:
     
              CLASS           NUMBER OF SHARES VOTED

          Common Stock        For            Against
                          25,776,783         445,362


     
     SEVENTH:  The manner, if not set forth in such amendment, in
which any exchange, reclassification, or cancellation of issued
shares provided for in the amendment shall be effected, is as
follows:
     
               No Change
     
     EIGHTH:   The manner in which such amendment effects a
change in the amount of stated capital, and the amount of stated
capital as changed by such amendment, are as follows:
     
               No Change
     
          
                                   LYRIC ENERGY, INC.


                                   By: /s/ G. E. Stahl            
                                       G.E. Stahl, President      
   

                                   And: /s/ John Dodson
                                       John Dodson, Secretary
     

     
STATE  OF  TEXAS    )
County of Potter    )
     
          Before me, Alberta M. Reinbold a Notary Public in and
for the said County and State personally appeared G. E. Stahl who
acknowledged before me that he is the President of Lyric Energy,
Inc., a Colorado corporation and that he signed the foregoing
Articles of Amendment as his free and voluntary act and deed for
the uses and purposes therein set forth, and that the facts
contained therein are true.
     
          In witness whereof I have hereunto set my hand and seal
this 26th day of   June, A.D. 1987.
     
          My commission expires:  2-21-89  
     
                         
                                   /s/ Alberta M. Reinbold        
                                      (Notary Public)


                                  BYLAWS

                                    OF

                            LYRIC ENERGY, INC.


                                ARTICLE  I
                    Principal Office and Corporate Seal

     Section  1.  The principal office and place of business of
the corporation in the State of Texas shall be at 1013 West 8th
Avenue, Amarillo, Texas  79105.  Other offices and places of
business may be established from time to time by resolution of
the board of directors or as the business of the corporation may
require.

     Section  2.  The seal of the corporation shall have
inscribed thereon the name of the corporation and shall be in
such form as may be approved by the board of directors, which
shall have power to alter the same at pleasure.  The corporation
may use the seal by causing it, or a facsimile thereof, to be
impressed or affixed or in any other manner reproduced.

                                ARTICLE  II
                        Shares and Transfer Thereof
 
    Section 1  -  Certificates.  The shares of this corporation
shall be represented by certificates signed by the president or a
vice president and the secretary or an assistant secretary of the
corporation, and may be sealed with the seal of the corporation
or a facsimile thereof.  The signatures of the president or vice
president and the secretary or assistant secretary upon a
certificate may be facsimiles if the certificate is countersigned
by a transfer agent, or registered by a registrar, other than the
corporation itself or an employee of the corporation.  In case
any officer who has signed a certificate shall have ceased to be
such 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 its issue.

     Section  2  -  New Certificates.  No new certificates
evidencing shares shall be issued unless and until the old
certificate or certificates, in lieu of which the new certificate
is issued, shall be surrendered for cancellation, except as
provided in Section 3 of this Article II.

     Section  3  -  Loss or Destruction.  In case of loss or
destruction of any certificate of shares, another certificate may
be issued in its place upon satisfactory proof of such loss or
destruction and, at the discretion of the corporation, upon
giving to the corporation a satisfactory bond of indemnity issued
by a corporate surety in an amount and for a period satisfactory
to the board of directors.

     Section  4  -  Transfer Agent.  Unless otherwise specified
by the board of directors by resolution, the secretary of the
corporation shall act as transfer agent of the certificates
representing the shares of stock of the corporation.  He shall
maintain  a stock transfer book, the stubs in which shall set
forth among other things, the names and addresses of the holders
of all issued shares of the corporation, the number of shares
held by each, the certificate numbers representing such shares,
the date of issue of the certificates representing such shares,
and whether or not such shares originate from original issue or
from transfer.  Subject to Section 5, the names and addresses of
the shareholders as they appear on the stubs of the stock
transfer book shall be conclusive evidence as to who are the
shareholders of record and as such entitled to receive notice of
the meetings of shareholders; to vote at such meetings; to
examine the list of the shareholders entitled to vote at
meetings; to receive dividends; and to own, enjoy and exercise
any other property or rights deriving from such shares against
the corporation.  Each shareholder shall be responsible for
notifying the secretary in writing of any change in his name or
address and failure so to do will relieve the corporation, its
directors, officers and agents, from liability for failure to
direct notices or other documents, or pay over or transfer
dividends or other property or rights, to a name or address other
than the name and address appearing on the stub of the stock
transfer book.

     Section  5  -  Close of Transfer Book and Record Date.  For
the purpose of determining shareholders entitled to notice of or
to vote at any meeting of shareholders, or any adjournment
thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other
proper purpose, the board of directors may provide that the stock
transfer books shall be closed for a stated period, but not to
exceed in any case fifty days. If the stock transfer books shall
be closed for the purpose of determining shareholders entitled to
notice of, or to vote at a meeting of shareholders, such books
shall be closed for at least ten days immediately preceding such
meeting.  In lieu of closing the stock transfer books, 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 fifty 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 board of directors does not
order the stock transfer books closed, or fix in advance a record
date, as above provided, then the record date for the
determination of shareholders entitled to notice of, or to vote
at any meeting of shareholders, or any adjournment thereof, or
entitled to receive payment of any dividend, or for the
 determination of shareholders for any proper purpose shall be
thirty days prior to the date on which the particular action
requiring such determination of shareholders is to be taken.

                               ARTICLE  III
                     Shareholders and Meetings Thereof

     Section  1  -   Shareholders of Record.  Only shareholders
of record on the books of the corporation shall be entitled to be
treated by the corporation as holders in fact of the shares
standing in their respective names, and the corporation shall not
be bound to recognize any equitable or other claim to, or
interest in, any shares on the part of any other person, firm or
corporation, whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of Colorado.

     Section  2  -  Meetings.  Meetings of shareholders shall be
held at the principal office of the corporation, or at such other
place as specified from time to time by the board of directors. 
If the board of directors shall specify another location such
change in location shall be recorded on the notice calling such
meeting.

     Section  3  -  Annual Meeting.  In the absence of a
resolution of the board of directors providing otherwise, the
annual meting of shareholders of the corporation for the election
of directors, and for the transaction of such other business as
may properly come before the meeting, shall be held on the 1st 
day of the fifth month in each fiscal year, if the same be not a
legal holiday, and if a legal holiday, then on the next
succeeding business day, at 9:00 o clock a.m.

     Section 4  -  Special Meetings.  Special meetings of
shareholders may be called by the president, the board of
directors, the holders of not less than one-tenth of all the
shares entitled to vote at the meeting, or legal counsel of the
corporation as last designated by resolution of the board of
directors.

     Section  5  -  Notice.  Written notice stating the place,
day and hour of the meeting and, in case of a special meeting,
the purpose or purposes for which the meeting is called, shall be
delivered not less than ten days nor more than fifty days before
the date of the meeting, either personally or by mail, by or at
the direction of the president, the secretary, or the officer or
person calling the meeting to each shareholder of record entitled
to vote at such meeting; except that, if the authorized shares
are to be increased, at least thirty days  notice shall be given. 


     Notice to shareholders of record, if mailed, shall be deemed
given as to any shareholder of record, when deposited in the
United States mail, addressed to the shareholder at his address
as it appears on the stock transfer books of the corporation,
with postage thereon prepaid, but if three successive letters
mailed to the last-known address of any shareholder of record are
returned as deliverable, no further notices to such shareholder
shall be necessary, until another address for such shareholder is
made known to the corporation.

     Section  6  -  Shareholder Record.  The officer or agent
having charge of the stock transfer books for shares of this
corporation shall make, at least ten days before each meeting of
shareholders, a complete record of the shareholders entitled to
vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares
held by each, which record, for a period of ten days before such
meeting, shall be kept on file at the principal office of the
corporation, whether within or outside Colorado, and shall be
subject to inspection by any shareholder for any purpose germane
to the meeting at any time during usual business hours.  Such
record shall also be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any
shareholder for any purpose germane to the meeting during the
whole time of the meeting.  The original stock transfer books
shall be prima facie evidence as to who are the shareholders
entitled to examine such record or transfer books or to vote at
any meeting of shareholders.

     Section 7  -  Quorum and Adjournment.  At any meeting of the
shareholders the presence, in person or by proxy of the holders
of more than a majority of the shares outstanding and entitled to
vote shall constitute a quorum.  In the absence of a quorum, the
meeting may be adjourned by any officer entitled to preside at,
or act as secretary of such meeting, or by a majority in interest
of those shareholders present in person or by proxy.

     Section  8  -  Voting.  A shareholder may vote either in
person or by proxy executed in writing by the shareholder or by
his duly authorized attorney in fact.  No proxy shall be valid
after eleven months from the date of its execution, unless
otherwise provided in the proxy.      

     At all meetings of the shareholders, a quorum being present,
all matters shall be decided by a simple majority vote of the
then eligible share, except as otherwise provided by statute, by
the Articles of Incorporation of the corporation, or by these
Bylaws.  The vote on any matter need not be by ballot unless
required by statute or requested by a shareholder, in person or
by proxy, who is entitled to vote at the meeting.


     Section  9  -  Conduct of Meetings.  Each meeting of the
shareholders shall be presided over by the president, or if the
president shall not be present, by the vice president.  If both
the president and vice president are absent, a chairman shall be
chosen by a majority in voting interest of those shareholders
present or represented by proxy.  The secretary of the
corporation shall act as secretary of each meeting of the
shareholders.  If he shall not be present the chairman of the
meeting shall appoint a secretary.

                                ARTICLE  IV
                     Directors,  Powers  and  Meetings

     Section  1  -  Board of Directors.  The business and affairs
of the corporation shall be managed by a board of three directors
who need not be shareholders of the corporation or residents of
the State of Colorado and who shall be elected at the annual
meeting of shareholders or some adjournment thereof.  Directors
shall hold office until the next succeeding annual meeting of
shareholders and until their successors shall have been elected
and shall qualify.  The board of directors may increase of
decrease, to not less than three, the number of directors by
resolution.

     Section  2  -  Regular Meetings.  The annual meeting of the
board of directors shall be held at the same place as, and
immediately after, the annual meeting of shareholders, and no
notice shall be required in connection therewith.  The annual
meeting of the board of directors shall be for the purpose of
electing officers and the transaction of such other business as
may come before the meeting.  Regular meetings of the board of
directors may be held without notice as determined by resolution
adopted by the board.

     Section  3  -  Special Meetings.  Special meetings of the
board of directors or any committee designated by said board may
be called at any time by the president or by any director, and
may be held within or outside the State of Colorado at such time
and place as the notice or waiver thereof may specify.  Notice of
such meetings shall be mailed or telegraphed to the last known
address of each director at least five days, or shall be given to
a director in person or by telephone at least forth-eight hours,
prior to the date or time fixed for the meeting.  Special
meetings of the board of directors may be held at any time that
all directors are present in person, and presence of any director
at a meeting shall constitute waiver of notice of such meeting
except as otherwise provided by law.  Unless specifically
required by law, the Articles of Incorporation or these Bylaws,
neither the business to be transacted at, nor the purpose of, any
meeting of the board of directors or any committee designated by
said board need be specified in the notice or waiver of notice of
such meeting.

     Section  4  -  Special Attendance. Except as may be
otherwise provided by the Articles of Incorporation or Bylaws,
members of the board of directors or any committee designated by
such board may participate in a meeting of the board or committee
by means of conference telephone or similar communications
equipment by which all persons participating in the meeting can
hear each other at the same time.  Such participation shall
constitute presence in person at the meeting.

     Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting except where a director attends
a meeting for the express purpose of objecting to the transaction
of business because the meeting is not lawfully called or
convened.      

     Section  5  -  Quorum and Voting.  A quorum at all meetings
of the board of directors shall consist of a majority of the
number of directors then holding office, but a smaller number may
adjourn from time to time without further notice, until a quorum
is secured.  The act of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the
board of directors, unless the act of a greater number is
required by the laws of the State of Colorado or by the Articles
of Incorporation or these Bylaws.

     Section  6  -  Organization.  The president of the
corporation, or in his absence, the vice president, shall preside
at each meeting of the board of directors.  The secretary, or in
his absence, any person appointed by the chairman of the meeting,
shall act as secretary of the meeting.

     Section  7  -  Presumption  of Assent.  A director of the
corporation who is present at a meeting of the board of directors
at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as
the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary of
the corporation immediately after the adjournment of the meeting. 
Such right to dissent shall not apply to a director who voted in
favor of such action.

     Section  8  -  Vacancies.     Any vacancy occurring in the
board of directors may be filled by 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 for the unexpired term of his predecessor in
office, and shall hold such office until his successor is duly
elected and shall qualify.  Any directorship to be filled by
reason of an increase in the number of directors shall be filled
by the affirmative vote of a majority of the directors then in
office or by an election at an annual meeting, or at a special
meeting of shareholders called for that purpose.  A director
chosen to fill a position resulting from an increase in the
number of directors shall hold office until the next annual
meeting of shareholders and until his successor shall have been
elected and shall qualify.

     Section  9  -  Compensation.  Directors may receive such
compensation and reimbursement for expenses as may be established
by appropriate resolution of the board of directors and in
addition thereto, shall receive reasonable traveling expense, if
any is required, for attendance at such meetings.  A director may
serve the corporation in a capacity other than that of a director
and receive  compensation for the services rendered in that
capacity.

     Section  10  -  Executive Committees.  The board of
directors, by resolution adopted by a majority of the number of
directors may designate from among its members an executive
committee, and one or more other committees each of which, to the
extent provided in the resolution shall have all of the authority
of the board of directors; but no such committee shall have the
authority of the board of directors in reference to amending the
Articles of Incorporation, adopting a plan of merger or
consolidation, recommending to the shareholders the sale, lease,
exchange or other disposition of all or substantially all of the
property and assets of the corporation otherwise than in the
usual and regular course of its business, recommending to the
shareholders a voluntary dissolution of the corporation or a
revocation thereof, or amending the Bylaws of the corporation. 
The designation of such committees and the delegation thereto of
authority shall not operate to relieve the board of directors, or
any member thereof, of any responsibility imposed by law.

     Section  11  -  Removal of Directors.  The shareholders
may, at a meeting called for the express purpose of removing
directors, by a majority vote of the shares entitled to vote at
an election of directors, remove the entire board of directors or
any lesser number, with or without cause.

     Section  12  -  Resignations.  A director of the corporation
may resign at any time by giving written notice to the board of
directors, president or secretary of the corporation.  The
resignation shall take effect upon the date of receipt of such
notice, or at any later period of time specified therein.  The
acceptance of such resignation shall not be necessary to make it
effective, unless the resignation requires it to be effective as
such.

     Section 13  -  General Powers.  The business and affairs of
the corporation shall be managed by the board of directors which
may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Articles
of Incorporation or by these Bylaws directed or required to be
exercised or done by the Shareholders.  The directors shall pass
upon any and all bills or claims of officers for salaries or
other compensation and, if deemed advisable, shall contract with
officers, employees, directors, attorneys, accountants, and other
persons to render services to the corporation.

                                 ARTICLE V
                             Waiver of Notice

     Notwithstanding any notices required by law or these Bylaws
to be given to any shareholder or director of the corporation, a
waiver thereof in writing signed by the person entitled to such
notice, whether before, at, or after the time stated therein
shall be the equivalent to the giving of such notice.

                                ARTICLE VI
                         Action Without a Meeting

     Any action required to be taken at a meeting of the
directors, executive committee, or other committee of the
directors, or shareholders of this corporation, or any action
which may be taken at a meeting of directors, executive
committee, or other committee of the directors, or shareholders,
may be taken without a meting if a consent in writing, setting
forth the action so taken shall be signed by all of the
directors, executive or other committee members or shareholders
entitled to vote with respect to the subject matter thereof.

     Such consent shall have the same force and effect as a
unanimous vote of the directors, executive  committee or other
committee members or shareholders, as the case may be and may be
stated as such in any articles or document filed with the
Secretary of State of Colorado.
 
                                ARTICLE VII
                                 Officers
     Section  1  -  Term and Compensation.  The elective officers
of the corporation shall consist of at least a president, a
secretary and a treasurer each of whom shall be eighteen years or
older and who shall be elected by the board of directors at its
annual meeting.  Unless removed in accordance with procedures
established by law and these Bylaws, the said officers shall
serve until the next succeeding annual meeting of the board of
directors and until their respective successors are elected and
shall qualify.  Any two offices, but not more than two, may be
held by the same person at the same time, except that one person
may not simultaneously hold the offices of president and
secretary.  The board may elect or appoint such other officers
and agents as it may deem advisable, who shall hold office during
the pleasure of the board.  All officers shall be paid such
compensation as may be directed by the board.      

     Section  2  -  Powers.  The officers of the corporation
shall exercise and perform the respective powers, duties and
functions as are stated below, and as may be assigned to them by
the board of directors.

          (a)  The president shall be the chief executive
          officer of the corporation and shall, subject to the
          control of the board of directors, have general
          supervision, direction and control of the business and
          officers of the corporation.  He shall preside at all
          meetings of the shareholders and of the board of
          directors.  The president or a vice president, unless
          some other person is specifically authorized by the
          board of directors, shall sign all stock certificates,
          bonds, deeds, mortgages, leases and contracts of the
          corporation.  The president shall perform all the
          duties commonly incident to his office and such other
          duties as the board of directors shall designate.

          (b)  In the absence or disability of the president,
          the vice president or vice presidents, if any, in order
          of their rank as fixed by the board of directors, and
          if not ranked, the vice presidents in the order
          designated by the board of directors, shall perform all
          the duties of the president, and when so acting shall
          have all the powers of, and be subject to all the
          restrictions on the president.  Each vice president
          shall have such other powers and perform such other
          duties as may from time to time be assigned to him by
          the president.

          (c)  The secretary shall keep accurate minutes of
          all meetings of the shareholders and the board of
          directors.  He shall keep, or cause to be kept a record
          of the shareholders of the corporation and shall be
          responsible for the giving of notice of meetings of the
          shareholders or the board of directors.  The secretary
          shall be custodian of the records and of the seal of
          the corporation and shall attest the affixing of the
          seal of the corporation when so authorized.  The
          secretary of assistant secretary shall sign all stock
          certificates.  The secretary shall perform all duties
          commonly incident to his office and such other duties
          as may from time to time be assigned to him by the
          president.

          (d)  An assistant secretary may, at the request of
          the secretary, or in the absence or disability of the
          secretary, perform all of the duties of the secretary. 
          He shall perform such other duties as may be assigned
          to him by the president or by the secretary.

          (e)  The treasurer, subject to the order of the
          board of directors, shall have the care and custody of
          the money, funds, valuable papers and documents of the
          corporation.  He shall keep accurate books of accounts
          of the corporation s transactions, which shall e the
          property of the corporation, and shall render financial
          reports and statements of condition of the corporation
          when so requested by the board of directors or
          president.  The treasurer shall perform all duties
          commonly incident to his office and such other duties
          as may from time to time be assigned to him by the
          president.  In the absence or disability of the
          president and vice president or vice presidents, the
          treasurer shall perform the duties of the president.

          (f)  An assistant treasurer may, at the request of
          the treasurer, or in the absence or disability of the
          treasurer, perform all of the duties of the treasurer. 
          He shall perform such other duties as may be assigned
          to him by the president or by the treasurer.

     Section  3  -  Compensation.  All officers of the
corporation may receive salaries or other compensation if so
ordered and fixed by the board of directors.  The board shall
have authority to fix salaries in advance for stated periods or
render the same retroactive as the board may deem advisable.

     Section  4  -  Delegation of Duties.  In the event of
absence or inability of any officer to act, the board of
directors may delegate the powers or duties of such officer to
any other officer, director or person whom it may select.

     Section  5  -  Removal.  Any officer or agent may be removed
by the board of directors or by the executive committee, if any,
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.
     
                               ARTICLE  VIII
                                  Finance

     Section  1  -  Reserve Funds.  The board of directors, in
its uncontrolled discretion, may set aside from time to time, out
of the net profits or earned surplus of the corporation, such sum
or sums as it deems expedient as a reserve fund to met
contingencies, for equalizing dividends, for maintaining any
property of the corporation, and for any other purpose.

     Section  2  -  Banking.  The moneys of the corporation shall
be deposited in the name of the corporation in such bank or banks
or trust company or trust companies, as the board of directors
shall designate, and may be drawn out only on checks signed in
the name of the corporation by such person or persons as the
board of directors by appropriate resolution may direct.  Notes
and commercial paper, when authorized by the board, shall be
signed in the name of the corporation by such officer or officers
or agent or agents as shall thereunto be authorized from time to
time.

     Section  3  -  Fiscal Year.  The fiscal year of the
corporation shall be determined by resolution of the board of
directors.

                                ARTICLE  IX
                                 Dividends

     Subject to the provisions of the Articles of Incorporation
and the laws of the State of Colorado, the board of directors may
declare dividends whenever, and in such amounts, as in the board
s opinion the condition of the affairs of the corporation shall
render such advisable.

                                ARTICLE  X
                        Contracts, Loans and Checks

     Section  1  -  Execution of Contracts.   Except as otherwise
provided by statute or by these Bylaws, the board of directors
may authorize any officer or agent of the corporation to enter
into any contract, or execute and deliver any instrument in the
name of,  and on behalf of the corporation.  Such authority may
be general or confined to specific instances and, unless so
authorized, no officer, agent or employee shall have any power to
bind the corporation for any purpose, except as may be necessary
to enable the corporation to carry on its normal and ordinary
course of business.

     Section  2  -  Loans.  No loans shall be contracted on
behalf of the corporation and no negotiable paper shall be issued
in its name unless authorized by the board of directors.  When so
authorized, any officer or agent of the corporation may effect
loans and advances at any time for the corporation from any bank,
trust company or institution, firm, corporation or individual. 
An agent so authorized may make and deliver promissory notes or
other evidence of indebtedness of the corporation and may
mortgage, pledge, hypothecate or transfer any real or personal
property held by the corporation as security for the payment of
such loans.  Such authority, in the board of directors
discretion, may be general or confined to specific instances.

     Section  3  -  Checks.  Checks, notes, drafts and demands
for money issued in the name of the corporation shall be signed
by such person or persons as designated by the board of directors
and in the manner the board of directors prescribes.
     
                                ARTICLE  XI
                                Amendments
     
     Subject to repeal or change by action of the shareholders,
these Bylaws may be altered, amended or repealed at the annual
meeting of the board of directors or at any special meeting of
the board called for that purpose.
     
                               ARTICLE  XII
                                  Gender

     Whenever in these Bylaws the masculine gender is used, it
shall be deemed to include the feminine gender.  The above Bylaws
approved and adopted by the Board of Directors on May 1, 1980.
     

                              /s/  Douglas J. Reich 
                                   Assistant Secretary