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                                                                     Exhibit 3.6


                 AMENDMENT TO BYLAWS OF MERCURY AIR GROUP, INC.
                                December 3, 1998

        Mr. Kahn announced to the Board that he wished to make his retirement as
Chief Executive Officer of the Corporation effective as of the date of this
meeting, that he would remain as Chairman of the Board, and further recommended
to the Board that Mr. Czyzyk be appointed by the Board as Chief Executive
Officer and President.

        Mr. Kahn requested that an amendment to the Bylaws be made in order to
recognize these changes in officers of the Corporation. Mr. Kahn and Mr. Lovett
advised the Board that Sections 4.01, 4.06 and 4.06(a) will be amended to
recognize Mr. Czyzyk as Chief Executive Officer and President, and also amended
to retain Mr. Kahn as Chairman of the Board and direct supervisor of the Chief
Financial Officer. Upon a motion duly made and seconded, the following
resolution was unanimously adopted:

        WHEREAS, following such clarification, the Board deems it to be in the
best interests of the Corporation to appoint Mr. Czyzyk to serve as Chief
Executive Officer of the Corporation.

               NOW, THEREFORE, BE IT RESOLVED, that the Bylaws of the
        Corporation are hereby amended as follows:

               1. Section 4.01 of the Bylaws is hereby amended to read in its
        entirety as follows:

        "Section 4.01. Number. The officers of the Corporation shall be elected
        by the Board of Directors and shall be the Chairman of the Board, a
        Chief Executive Officer (Chief Executive Officer and President), one or
        more Executive Vice Presidents or Vice Presidents, a Secretary and Chief
        Financial Officer (Treasurer and Principal Accounting Officer). The
        Board of Directors may also elect one or more Assistant Secretaries and
        one or more Assistant Treasurers. Any two offices may be held by the
        same person, except the offices of Chairman of the Board, Chief
        Executive Officer and Secretary. No officer need be a director of the
        Corporation."

               2. Section 4.06 of the Bylaws is hereby amended to read in its
        entirety as follows:

        "Section 4.06 Chairman of the Board. The Chairman of the Board shall
        have the following powers and duties:

               (a) He shall be the Chairman of the Corporation, and, subject to
        the directions of the Board of Directors, shall have general charge of
        formulating strategic direction for the Corporation, and general
        supervision over all of the Corporation's officers, employees and
        agents.



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               (b) He shall supervise the activities of the Chief Financial
        Officer of the Corporation.

               (c) He shall be the Chairman of and shall conduct each Board of
        Directors meeting."

               3. Section 4.06A is hereby amended to read in its entirety as
follows:

                "Section 4.06A Chief Executive Officer/President. The Chief
        Executive Officer/President of the Corporation shall have the following
        powers and duties:

               (a) He shall be the Chief Executive Officer and President of the
        Corporation, and, subject to the directions of the Board of Directors,
        shall have general charge of the business, affairs and property of the
        Corporation on a day-to-day basis; charge of implementing strategic
        direction for the Corporation; and general supervision over all of the
        Corporation's officers, employees and agents, other than the Chairman of
        the Board and the Chief Financial Officer.

               (b) At the request of the Chairman of the Board, or in his
        absence or disability, the Chief Executive Officer shall perform all of
        the duties of the Chairman of the Board and, when so acting, shall have
        all of the powers and be subject to all of the restrictions upon the
        powers of the Chairman of the Board.

               (c) Subject to the direction of the Board of Directors, he shall
        exercise all powers and perform all duties incident to the office of
        President of the Corporation, and shall exercise such other powers and
        perform such other duties as from time-to-time may be assigned to him by
        the Board. References to the "President" in these Bylaws shall be deemed
        references to the Chief Executive Officer.

               (d) He shall perform such duties as the Board of Directors shall
        from time-to-time assign to him."