AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                        THE HOME-STAKE OIL & GAS COMPANY

                            (an Oklahoma corporation)



                           Effective: February 5, 1998


                                       -1-

<PAGE>



                                TABLE OF CONTENTS

                              AMENDED AND RESTATED

                                    BYLAWS OF

                        THE HOME-STAKE OIL & GAS COMPANY

                            (an Oklahoma corporation)

Article or
  Section  Caption                                                       Page

     I     Offices and Fiscal Year.........................................5

     1.01       Registered Office..........................................5
     1.02       Other Offices..............................................5
     1.03       Fiscal Year................................................5

     II    Meetings of Shareholders........................................5

     2.01       Place of Meeting...........................................5
     2.02       Annual Meeting.............................................5
     2.03       Business at Annual Meeting.................................6
     2.04       Special Meetings...........................................6
     2.05       Notice of Meetings.........................................6
     2.06       Quorum, Manner of Acting and Adjournment...................6
     2.07       Organization...............................................7
     2.08       Voting; Proxies............................................7
     2.09       Action by Shareholders in Lieu of Meeting..................7
     2.10       Voting Lists...............................................7

     III   Board of Directors..............................................8

     3.01       Powers.....................................................8
     3.02       Number and Term of Office..................................8
     3.03       Nominations................................................8
     3.04       Resignations...............................................9
     3.05       Vacancies and Newly-Created Directorships..................9
     3.06       Organization...............................................9
     3.07       Place of Meeting...........................................9
     3.08       Organization Meeting.......................................9
     3.09       Regular Meetings...........................................9
     3.10       Special Meetings...........................................9
     3.11       Conference Telephone Meetings..............................9
     3.12       Quorum, Manner of Acting and Adjournment..................10
     3.13       Committees................................................10
     3.14       Consent of Directors in Lieu of Meeting...................10
     3.15       Presumption of Assent.....................................11
     3.16       Compensation of Directors.................................11
     3.17       Holders of Preferred Stock................................11



                                       -2-

<PAGE>


Article or
  Section  Caption                                                       Page

     IV    Notices - Waivers..............................................11

     4.01       Notice, What Constitutes..................................11
     4.02       Waivers of Notice.........................................11

     V     Officers.......................................................12

     5.01       Number, Qualifications and Designation....................12
     5.02       Election and Term of Office...............................12
     5.03       Other Officers, Committees and Agents.....................12
     5.04       Chairman of the Board and Vice Chairman...................12
     5.05       President.................................................12
     5.06       Vice Presidents...........................................13
     5.07       Secretary and Assistant Secretaries.......................13
     5.08       Treasurer and Assistant Treasurers........................13
     5.09       Officers' Bonds...........................................13
     5.10       Compensation..............................................13
     5.11       Action with Respect to Securities of Other Corporations...13

     VI    Capital Stock..................................................14

     6.01       Issuance..................................................14
     6.02       Regulations Regarding Certificates........................14
     6.03       Stock Certificates........................................14
     6.04       Lost, Stolen, Destroyed or Mutilated Certificates.........14
     6.05       Record Holder of Shares...................................14
     6.06       Determination of Shareholders of Record for
                Voting at Meetings........................................15
     6.07       Determination of Shareholders of Record for
                Dividends and Distributions...............................15
     6.08       Determination of Shareholders of Record for
                Written Consent...........................................15

     VII   Indemnification of Directors, Officers and Other
           Authorized Representatives.....................................16
     7.01       Indemnification of Authorized Representatives in
                Third Party Proceedings...................................16
     7.02       Indemnification of Authorized Representatives in
                Corporate Proceedings.....................................16
     7.03       Mandatory Indemnification of Authorized Representatives...16
     7.04       Determination of Entitlement to Indemnification...........16
     7.05       Burden of Proof...........................................17
     7.06       Advancing Expenses........................................17
     7.07       Employee Benefit Plans....................................17
     7.08       Persons Other Than Authorized Representatives.............17
     7.09       Scope of Article..........................................17
     7.10       Reliance on Provisions....................................17
     7.11       Insurance.................................................17
     7.12       Rights Continue...........................................18
     7.13       References to Corporation.................................18



                                       -3-

<PAGE>


Article or
  Section  Caption                                                       Page

     VIII  General Provisions.............................................18

     8.01       Dividends.................................................18
     8.02       Annual Statements.........................................18
     8.03       Contracts.................................................18
     8.04       Checks....................................................18
     8.05       Corporate Seal............................................18
     8.06       Lien on Shares of Capital Stock For Indebtedness
                to the Corporation........................................19
     8.07       Amendment of Bylaws.......................................19


                                       -4-

<PAGE>



                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                        THE HOME-STAKE OIL & GAS COMPANY

                            (an Oklahoma corporation)





                                    ARTICLE I

                             Offices and Fiscal Year

         SECTION  1.01.   Registered   Office.  The  registered  office  of  the
corporation  shall be 15 East 5th  Street,  Suite  2800,  in the City of  Tulsa,
County of Tulsa, State of Oklahoma 74103, until otherwise  established by a vote
of a majority  of the Board of  Directors  in office,  and a  statement  of such
change is filed in the manner provided by statute.

         SECTION 1.02.  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 or the  business of the  corporation
requires.

         SECTION 1.03. Fiscal Year. The fiscal year of the corporation shall end
on December 31 of each year unless otherwise fixed by resolution of the Board of
Directors.


                                   ARTICLE II

                            Meetings of Shareholders

         SECTION 2.01. Place of Meeting. All meetings of the Shareholders of the
corporation  shall be held at the registered office of the corporation or at the
principal office of the corporation or at such other place within or without the
State of Oklahoma as shall be designated by the Board of Directors in the notice
of such meeting.

         SECTION 2.02. Annual Meeting.  An annual meeting of the Shareholders of
the  corporation,  for the election of  Directors  to succeed  those whose terms
expire and for the  transaction  of such other  business  as may  properly  come
before  the  meeting,  shall be held in each  year on the  third  Monday  in May
(commencing  in  1998) at 9:00  a.m.  or at such  other  date and time as may be
established  by the  Board of  Directors.  If such day is a legal  holiday,  the
annual meeting shall be held on the following business day.


                                       -5-

<PAGE>



         SECTION 2.03. Business at Annual Meeting. No business may be transacted
at an annual meeting of  Shareholders  other than business that is (a) specified
in the  notice  of  meeting  (or  any  supplement  thereto)  given  by or at the
direction of the Board of Directors (or any duly authorized  committee thereof),
(b) otherwise  properly brought before the annual meeting by or at the direction
of the Board of  Directors  (or any duly  authorized  committee  thereof) or (c)
otherwise  properly  brought before the annual meeting by any Shareholder of the
corporation  who is entitled to vote at such annual  meeting in accordance  with
the following procedures. In addition to any other applicable requirements,  for
business to be properly brought before an annual meeting by a Shareholder,  such
Shareholder  must have given  written  notice  thereof to the  Secretary  of the
corporation  not  less  than  60  days  prior  to the  anniversary  date  of the
immediately preceding annual meeting of Shareholders; provided, however, that if
the annual  meeting  is called  for a date that is not within 30 days  before or
after such anniversary  date,  notice by the Shareholder must be given not later
than the 10th day  following  the day on which  such  notice  of the date of the
annual meeting was mailed or public disclosure of the date of the annual meeting
was made,  whichever first occurs. A Shareholder's  notice to the Secretary must
set forth the name and record address of such  Shareholder,  the number and type
of  shares of stock of the  corporation  which  are  beneficially  owned by such
Shareholder, and as to each matter such Shareholder proposes to bring before the
annual meeting:  (x) a brief  description of the business  desired to be brought
before the annual  meeting and the reasons for  conducting  such business at the
annual meeting, (y) a description of all arrangements or understandings  between
such  Shareholder  and any other  person or persons  (including  their names) in
connection  with the  proposal  of such  business  by such  Shareholder  and any
material  interest of such Shareholder in such business and (z) a representation
that such  Shareholder  intends  to  appear in person or by proxy at the  annual
meeting to bring such business before the meeting.  The corporation shall not be
obligated  to  include  in  its  proxy  materials  any  business  proposed  by a
Shareholder.  If the Chairman of the annual meeting determines that business was
not brought before the annual  meeting by a Shareholder  in accordance  with the
foregoing procedures, such business shall not be transacted.

         SECTION 2.04. Special Meetings. Special meetings of the Shareholders of
the  corporation  may be called at any time by the  President,  Chairman  of the
Board,  if any,  or a majority  of the Board of  Directors,  for any  purpose or
purposes for which meetings may be lawfully  called.  At any time,  upon written
request of any person or persons who have duly called a special  meeting,  which
written request shall state the purpose or purposes of the meeting,  it shall be
the duty of the President to fix the date of the meeting to be held at such date
and time as the  President  may fix,  not less than ten (10) nor more than sixty
(60) days after the receipt of the request,  and to give due notice thereof.  If
the  President  shall neglect or refuse to fix the time and date of such meeting
and give notice thereof, the person or persons calling the meeting may do so.

         SECTION 2.05. Notice of Meetings. Written notice of the place, date and
hour of every meeting of the Shareholders,  whether annual or special,  shall be
given by the  Chairman  of the  Board,  the  President,  a Vice  President,  the
Secretary  or an  Assistant  Secretary of the  corporation  to each  Shareholder
having  voting  power with  respect to the  business  to be  transacted  at such
meeting, not less than ten (10) nor more than sixty (60) days before the date of
the  meeting.  Each  notice of a special  meeting  shall  state the  purpose  or
purposes  for  which the  meeting  is being  called.  Any  meeting  at which all
Shareholders  having  voting power with respect to the business to be transacted
thereat are present,  either in person or by proxy, shall be a valid meeting for
the transaction of business,  notwithstanding  that notice has not been given as
hereinabove provided.

         SECTION 2.06. Quorum, Manner of Acting and Adjournment.  The holders of
a majority of the stock issued and outstanding  (not including  treasury shares)
and entitled to vote thereat,  present in person or represented by proxy,  shall
constitute a quorum at all meetings of the  Shareholders  for the transaction of
busi ness  except as  otherwise  provided  by  statute,  by the  certificate  of
incorporation or by these bylaws. If, however,  such quorum shall not be present
or represented at any meeting of the Shareholders,  the Shareholders entitled to
vote thereat,  present in person or  represented  by proxy,  shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall


                                       -6-

<PAGE>



be present or represented. At any such adjourned meeting at which a quorum shall
be present or represented,  any business may be transacted which might have been
transacted at the meeting as originally notified. 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 shall be given to each
Shareholder  of record  having  voting  power with respect to the business to be
transacted at such meeting. When a quorum is present at any meeting, the vote of
the holders of the majority of the stock  having  voting power with respect to a
question  present  in person  or  represented  by proxy  shall  decide  any such
question brought before such meeting,  unless the question is one upon which, by
express provision of the applicable statute or these bylaws, a different vote is
required,  in which case such  express  provision  shall  govern and control the
decision on such question. Except upon those questions governed by the aforesaid
express  provisions,  the  Shareholders  present in person or by proxy at a duly
organized meeting can continue to do business until adjournment, notwithstanding
withdrawal of enough Shareholders to leave less than a quorum.

         SECTION 2.07. Organization.  At every meeting of the Shareholders,  the
President  or, in the absence of the  President,  one of the  following  persons
present  in the  order  stated:  Chairman  of the  Board,  if  any,  a  chairman
designated by the Board of Directors,  or a chairman chosen by the Shareholders,
shall act as  chairman,  and the  Secretary  or, in his  absence,  an  Assistant
Secretary or a person  appointed  by the  chairman of the meeting,  shall act as
secretary of the meeting.

         SECTION 2.08. Voting; Proxies. Except as provided in the certificate of
incorporation or in a resolution  adopted by the Board of Directors  pursuant to
Section 1032 of the Oklahoma General Corporation Act and subject to Section 1058
of such Act,  each  Shareholder  shall at every meeting of the  Shareholders  be
entitled  to one vote in  person  or by proxy for each  share of  capital  stock
having  voting  power held by such  Shareholder.  No proxy  shall be voted after
three years from its date,  unless the proxy provides for a longer period.  Each
proxy shall be executed in writing by the  Shareholder or by his duly authorized
attorney-in-fact  and  filed  with  the  Secretary  of  the  corporation  or the
secretary of the meeting prior to being voted.  A proxy,  unless coupled with an
interest, shall be revocable at will, notwithstanding any other agreement or any
provision in the proxy to the contrary,  but the revocation of a proxy shall not
be  effective  until  notice  thereof  has been  given to the  Secretary  of the
corporation.  A duly executed proxy shall be irrevocable if it states that it is
irrevocable  and if,  and  only as  long  as,  it is  coupled  with an  interest
sufficient  in  law to  support  an  irrevocable  power.  A  proxy  may be  made
irrevocable  regardless  of whether the interest  with which it is coupled is an
interest  in the stock  itself or an interest in the  corporation  generally.  A
proxy  shall not be  revoked  by the death or  incapacity  of the maker  unless,
before the vote is counted or the authority is exercised, written notice of such
death or incapacity is given to the Secretary of the corporation.

         SECTION 2.09.  Action by  Shareholders  in Lieu of Meeting.  Any action
which may be or is required  to be taken at an annual or special  meeting of the
Shareholders of the  corporation  may be taken without a meeting,  without prior
notice and without a vote,  only if all of the  Shareholders  of the corporation
entitled to vote thereon consent to such action in writing.

         SECTION  2.10.  Voting  Lists.  The officer who has charge of the stock
ledger of the corporation  shall prepare and make, at least ten (10) days before
every meeting of Shareholders,  a complete list of the Shareholders  entitled to
vote at the meeting.  The list shall be arranged in alphabetical  order and show
the address of each Shareholder and the number of shares  registered in the name
of  each  Shareholder.  Such  list  shall  be  open  to the  examination  of any
Shareholder,  for any purpose germane to the meeting,  during ordinary  business
hours,  for a period of at least ten (10) days prior to the meeting  either at a
place  within the city where the  meeting is to be held,  which  place  shall be
specified in the notice of the meeting,  or, if not so  specified,  at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof and may be inspected
by any Shareholder who is present.



                                       -7-

<PAGE>



                                   ARTICLE III

                               Board of Directors

         SECTION 3.01.  Powers.  The Board of Directors shall have full power to
manage  the  business  and  affairs  of the  corporation;  and all powers of the
corporation,  except those specifically  reserved or granted to the Shareholders
by statute, the certificate of incorporation or these bylaws, are hereby granted
to and vested in the Board of Directors.

         SECTION  3.02.  Number  and Term of  Office.  The  number of  Directors
constituting  the  entire  Board of  Directors  shall be not less than three (3)
Directors,  nor more than fifteen (15)  Directors,  the exact number within such
limits  to be  determined  from  time  to  time  by  resolution  adopted  by the
affirmative  vote of a  majority  of the  entire  Board of  Directors,  provided
however,  that the number of Directors shall not be reduced so as to shorten the
term of any  Director at that time in office,  and  provided  further,  that the
number of Directors  constituting  the entire Board of Directors  shall be seven
(7) until  otherwise  fixed by a majority of the entire Board of Directors.  All
Directors of the  corporation  shall be natural  persons of full age.  Directors
need not be residents of Oklahoma but must be Shareholders  of the  corporation.
The Board of Directors shall be divided into three classes,  designated Class I,
Class II and  Class  III.  All  classes  shall be as  nearly  equal in number as
possible,  and no class shall  include  less than one  Director.  At each annual
meeting of  Shareholders,  Directors to replace those whose terms expire at such
annual meeting shall be elected to hold office until the third succeeding annual
meeting. Each Director shall hold office until the expiration of that Director's
term and until that Director's  successor is elected and qualifies or until that
Director's earlier death,  resignation or removal. If the number of Directors is
changed in accordance  with the terms of the  certificate of  incorporation  and
these bylaws, any increase or decrease shall be apportioned among the classes so
as to maintain  the number of  Directors in each class as nearly equal in number
as possible.

         SECTION 3.03.  Nominations.  Nominations  of candidates for election as
Directors  of the  corporation  at any  meeting  of the  Shareholders  at  which
election of one or more Directors  shall be held (an "Election  Meeting") may be
made by or at the  direction  of the Board of  Directors  or by any  Shareholder
entitled to vote at such  Election  Meeting,  in  accordance  with the following
procedures.  Nominations  made by or at the  direction of the Board of Directors
may be made at any time.  At the request of the  Secretary  of the  corporation,
each  proposed  nominee  shall  provide the  corporation  with such  information
concerning the proposed nominee as is required under the rules of the Securities
and Exchange  Commission,  to be included in the  corporation's  proxy statement
soliciting proxies for the nominee's election as a Director.  Nominations, other
than those made by or at the direction of the Board of Directors,  shall be made
pursuant to timely  notice in writing to the Secretary of the  corporation.  Not
less than 60 days prior to the date of the Election  Meeting any Shareholder who
intends to make a nomination  at the Election  Meeting shall deliver a notice to
the Secretary of the  corporation  setting forth (a) the name and record address
of  such  Shareholder,  (b) the  number  and  type of  shares  of  stock  of the
corporation which are beneficially owned by such Shareholder, (c) the name, age,
business address and residence  address of each nominee proposed in such notice,
(d) the principal  occupation or employment of each such nominee, (e) the number
and type of shares of stock of the corporation  which are beneficially  owned by
each such nominee,  (f) such other  information  concerning each such nominee as
would be required under the rules of the Securities and Exchange Commission,  in
a proxy statement  soliciting  proxies for the election of such nominees,  (g) a
description of all arrangements or  understandings  between such Shareholder and
any other  person or persons  (including  their  names) in  connection  with the
nomination of each such nominee and any material interest of such Shareholder in
each such nomination and (h) a representation  that such Shareholder  intends to
appear in person  or by proxy at the  Election  Meeting  to  nominate  each such
nominee.  Such notice  shall  include a signed  consent of each such  nominee to
serve as a Director of the corporation, if elected. The corporation shall not be
obligated  to include in its proxy  materials  any person who is  nominated by a
Shareholder  as a candidate  for  election  as a  Director.  In the event that a
person who is validly designated as a nominee in accordance with this section


                                       -8-

<PAGE>



shall  thereafter  become unable or unwilling to stand for election to the Board
of Directors,  the Board of Directors may designate a substitute nominee. If the
Chairman of the Election  Meeting  determines  that a nomination was not made in
accordance with the foregoing procedures, such nomination shall be void.

         SECTION 3.04. Resignations.  Any Director of the corporation may resign
at any time by giving  written  notice to the  President or the Secretary of the
corporation.  Resignations  shall become effective upon receipt or at such later
time as shall be specified therein and, unless otherwise specified therein,  the
acceptance of such resignation shall not be necessary to make it effective.

         SECTION 3.05. Vacancies and Newly-Created Directorships.  Any vacancies
in the Board of Directors for any reason,  and any directorships  resulting from
any  increase  in the  number  of  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  Director  so chosen  shall hold  office  until the next
election of the class for which such  Director  shall have been chosen and until
such Director's successor shall be elected and shall qualify. If at any time, by
reason of death or resignation or other cause,  the  corporation  should have no
Directors  in  office,  then  an  election  of  Directors  may  be  held  by the
Shareholders or in the manner provided by statute.
         SECTION 3.06. Organization. At every meeting of the Board of Directors,
the Chairman of the Board, if any, or, in the case of a vacancy in the office or
absence of the  Chairman  of the Board,  the  President  or, in his  absence,  a
chairman chosen by a majority of the Directors present,  shall preside,  and the
Secretary or, in his absence,  an Assistant Secretary or any person appointed by
the chairman of the meeting, shall act as secretary of the meeting.

         SECTION  3.07.  Place of Meeting.  The Board of Directors  may hold its
meetings,  both regular and special,  at such place or places  within or without
the State of Oklahoma as the Board of Directors  may from time to time  appoint,
or as may be designated in the notice calling the meeting.

         SECTION  3.08.   Organization   Meeting.  The  first  meeting  of  each
newly-elected  Board of  Directors  shall,  unless  otherwise  specified  by the
President of the corporation,  be held immediately  after, and at the same place
as,  the  annual  meeting  of  Shareholders.  Notice  of  such  meeting  to  the
newly-elected  Directors  shall not be necessary in order  legally to constitute
the meeting, provided a quorum shall be present.

         SECTION  3.09.  Regular  Meetings.  Regular  meetings  of the  Board of
Directors  may be held  without  notice  at such  time  and  place  as  shall be
designated  from time to time by resolution  of the Board of  Directors.  If the
date fixed for any such regular meeting be a legal holiday under the laws of the
State where such meeting is to be held,  then the same shall be held on the next
succeeding  business  day,  not a  Saturday,  or at  such  other  time as may be
determined  by  resolution  of the Board of  Directors.  At such  meetings,  the
Directors  shall  transact such  business as may properly be brought  before the
meeting.

         SECTION  3.10.  Special  Meetings.  Special  meetings  of the  Board of
Directors  shall be held whenever  called by the Chairman of the Board,  if any,
the  President or by two or more of the  Directors.  Notice of each such meeting
shall be given to each Director by telephone, telegram, facsimile, in writing or
in person at least 24 hours (in the case of notice by telephone or in person) or
48 hours (in the case of notice by telegram or  facsimile)  or five days (in the
case of notice by mail) before the time at which the meeting is to be held. Each
such  notice  shall  state the time,  place and  purpose of the meeting to be so
held.  Except as otherwise  specifically  provided in these bylaws, no notice of
the objects or purposes of any special meeting of the Board of Directors need be
given,  and,  unless  otherwise  indicated  in the notice  thereof,  any and all
business may be transacted at any such special meeting.

         SECTION 3.11. Conference Telephone Meetings.  One or more Directors may
participate in a meeting of the Board,  or of a committee of the Board, by means
of conference telephone or similar


                                       -9-

<PAGE>



communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other. Participation in a meeting pursuant to this section
shall constitute presence in person at such meeting.

         SECTION 3.12. Quorum, Manner of Acting and Adjournment. At all meetings
of the Board a  majority  of the  Directors  shall  constitute  a quorum for the
transaction of business.  The vote of a majority of the Directors present at any
meeting at which there is a quorum  shall be the act of the Board of  Directors,
except on  additions,  amendments,  repeal or any  changes  whatsoever  in these
bylaws,  with  respect  to any of  which  the  affirmative  votes  of at least a
majority of the members of the Board of  Directors  shall be  necessary  for the
adoption of such changes and except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be present
at any meeting of the Board of  Directors,  the  Directors  present  thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

         SECTION  3.13.  Committees.  The Board of Directors  may, by resolution
adopted by a majority of the whole Board,  designate an executive  committee and
one or more other committees, each committee to consist of one or more Directors
of the  corporation.  The Board may designate one or more Directors as alternate
members of any committee,  who may replace any absent or disqualified  member at
any meeting of the committee.  In the absence or  disqualification  of a member,
and the alternate or  alternates,  if any,  designated  for such member,  of any
committee,  the  member  or  members  thereof  present  at any  meeting  and not
disqualified  from voting,  whether or not he or they  constitute a quorum,  may
unanimously  appoint another  Director to act at the meeting in the place of any
such absent or disqualified  member. A majority of the members of any committee,
as at the time  constituted,  shall be necessary to constitute a quorum thereof,
and the act of a majority of the members of any committee who are present at any
meeting thereof at which a quorum is present shall be the act of such committee.
Any  vacancy in any  committee  shall be filled by a vote of a  majority  of the
Directors at the time in office.

         Any  such   committee  to  the  extent   provided  in  the   resolution
establishing  such  committee  shall  have and may  exercise  all the  power and
authority  of the Board of  Directors  in the  management  of the  business  and
affairs  of the  corporation,  except  that no such  committee  shall  have  the
authority of the Board of Directors in reference to amending the  certificate of
incorporation,  approving a plan of merger or consolidation (other than a merger
contemplated  by  Section  1083  of  the  Oklahoma  General   Corporation  Act),
recommending  to  the  Shareholders  the  sale,  lease  or  exchange  of  all or
substantially all of the property and assets of the corporation, recommending to
the  Shareholders  a voluntary  dissolution  of the  corporation or a revocation
thereof, amending, altering or repealing these bylaws or adopting new bylaws for
the  corporation,  filling  vacancies  in the  Board  of  Directors  or any such
committee, filling any Directorship to be filled by reason of an increase in the
number of  Directors,  electing  or  removing  officers  or  members of any such
committee,  fixing the compensation of any member of such committee, or altering
or repealing any resolution of the Board of Directors  which provides for any of
the  foregoing or which by its terms  provides that it shall not be so amendable
or  repealable;  and no such  committee  shall  have the power or  authority  to
declare a dividend or to authorize  the  issuance of shares of the  corporation.
Such committee or committees  shall have such name or names as may be determined
from  time to  time by  resolution  adopted  by the  Board  of  Directors.  Each
committee  so formed  shall fix the time and place of its  meetings  and its own
rules of  procedure  and shall keep  regular  minutes of its meetings and report
from time to time to the Board of Directors.

         SECTION 3.14. Consent of Directors in Lieu of Meeting. Unless otherwise
restricted by the  certificate  of  incorporation  or these  bylaws,  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 the Committee  consent thereto in writing,  and the writing or writings
are filed with the minutes of proceedings of the Board or the Committee.



                                      -10-

<PAGE>



         SECTION  3.15.  Presumption  of Assent.  A Director 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 unless his dissent shall
be entered in the  minutes  of the  meeting or unless he shall file his  written
dissent to such action with the person acting as Secretary of the meeting before
the  adjournment  thereof or unless he 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 3.16. Compensation of Directors. Unless otherwise restricted by
the  certificate  of  incorporation,  the  Board  of  Directors  shall  have the
authority to fix the compensation of Directors.  The Directors may be paid their
expenses,  if any, of  attendance  at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as Director. No such payment shall preclude any Director from
serving  the  corporation  in any  other  capacity  and  receiving  compensation
therefor.  Members  of  special  or  standing  committees  may be  allowed  like
compensation for attending committee meetings.

         SECTION  3.17.   Holders  of  Preferred  Stock.   Notwithstanding   the
foregoing,  whenever  the  holders  of any  one or more  classes  or  series  of
Preferred  Stock  issued  by  the  corporation  shall  have  the  right,  voting
separately  by class or  series,  to elect  Directors  at an annual  or  special
meeting of Shareholders,  the election, term of office, filling of vacancies and
other  features  of such  directorships  shall be  governed  by the terms of the
certificate of  incorporation  applicable  thereto  (including  the  resolutions
adopted by the Board of Directors pursuant to Article FIVE of the certificate of
incorporation),  and such Directors so elected shall not be divided into classes
pursuant to these bylaws unless expressly provided by such terms.


                                   ARTICLE IV

                                Notices - Waivers

         SECTION 4.01. Notice, What Constitutes.  Whenever, under the provisions
of the  statutes of Oklahoma or the  certificate  of  incorporation  or of these
bylaws, notice is required to be given to any Director or Shareholder, it may be
given in  writing,  by (i) mail or  nationally  recognized  commercial  delivery
service, addressed to such Director or Shareholder, at his address as it appears
on the  records  of the  corporation,  with  postage  or other  charges  thereon
prepaid, or (ii) confirmed facsimile, addressed to such Director or Shareholder,
at his facsimile number as it appears on the records of the corporation.  Notice
given in accordance  with this provision shall be deemed to be given at the time
when the same  shall be  deposited  in the  United  States  mail or with  such a
delivery service or transmitted by via confirmed facsimile.  Notice to Directors
of special meetings must be given in accordance with Section 3.10 of Article III
hereof.
         SECTION 4.02. Waivers of Notice.  Whenever any notice is required to be
given under the provisions of the certificate of incorporation, these bylaws, or
by  statute,  a waiver  thereof  in  writing,  signed by the  person or  persons
entitled to such notice,  whether before or after the time stated therein, shall
be deemed  equivalent  to the giving of such notice.  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 of such meeting unless so required by
the certificate or incorporation or these bylaws. Attendance by a person, either
in person or by proxy,  at any meeting,  shall  constitute a waiver of notice of
such meeting, except where a person attends a meeting for the express purpose of
objecting  to the  transaction  of any  business  because  the  meeting  was not
lawfully called or convened.



                                      -11-

<PAGE>




                                    ARTICLE V

                                    Officers

         SECTION 5.01. Number,  Qualifications and Designation.  The officers of
the  corporation  shall be  chosen  by the  Board of  Directors  and  shall be a
President,  Secretary  and such other  officers as may be elected in  accordance
with the  provisions of Section 5.03 of this  Article.  One person may hold more
than one office.  Officers may be, but need not be, Directors or Shareholders of
the corporation.

         SECTION  5.02.  Election  and  Term  of  Office.  The  officers  of the
corporation,  except those  elected by delegated  authority  pursuant to Section
5.03 of this Article, shall be elected by the Board of Directors,  and each such
officer  shall hold his office at the  pleasure  of the Board of  Directors  and
until his  successor  shall have been  elected and shall  qualify,  or until his
earlier death,  resignation or removal.  Any officer may resign at any time upon
written notice to the  corporation or may be removed,  with or without cause, by
the Board of Directors.

         SECTION  5.03.  Other  Officers,  Committees  and Agents.  The Board of
Directors  may from time to time elect such other  officers,  including  without
limitation a Chairman of the Board of Directors, a Vice Chairman of the Board of
Directors,  a Treasurer and one or more Vice Presidents,  Assistant  Secretaries
and  Assistant  Treasurers,  and appoint such  committees,  employees  and other
agents as it deems  necessary,  who shall hold their  offices for such terms and
shall  exercise  such  powers and perform  such duties as are  provided in these
bylaws, or as the Board of Directors may from time to time determine.  The Board
of  Directors  may  delegate  to any  officer  or  committee  the power to elect
subordinate  officers  and to retain or appoint  employees or other  agents,  or
committees  thereof,   and  to  prescribe  the  authority  and  duties  of  such
subordinate officers, committees, employees or other agents.

         SECTION 5.04. Chairman of the Board and Vice Chairman.  The Chairman of
the Board of  Directors,  if any,  shall preside at all meetings of the Board of
Directors.  He may sign,  with the Secretary or any other proper  officer of the
corporation,  thereunto  authorized  by the Board of  Directors,  and deliver on
behalf of the  corporation any deeds,  mortgages,  bonds,  contracts,  powers of
attorney,  and other  instruments which the Board of Directors has authorized to
be executed,  except in cases where the signing and  execution  thereof shall be
expressly  delegated  by the Board of Directors or by these bylaws to some other
officer or agent of the  corporation or shall be required by law to be otherwise
signed or executed,  and he shall perform such other duties as may be prescribed
by the Board of Directors from time to time. The Vice Chairman,  if any,  shall,
at the  request of the  Chairman or in his  absence or  disability,  perform the
duties and exercise  the powers of the  Chairman,  and shall  perform such other
duties as the Board of Directors shall prescribe.

         SECTION 5.05.  President.  Unless otherwise  designated by the Board of
Directors,  the  President  shall be the chief  executive  and  chief  operating
officer of the corporation  and shall have general charge and active  management
of the business, properties and operations of the corporation and shall see that
all orders and resolutions of the Board of Directors are carried into effect. He
shall preside at all meetings of the  Shareholders  and, if there is no Chairman
or Vice Chairman of the Board, or in their absence, all meetings of the Board of
Directors.  He shall possess the power to execute and  acknowledge,  in the name
and under  the seal of the  corporation,  deeds,  mortgages,  bonds,  contracts,
certificates and other instruments authorized by the Board of Directors,  except
as may be otherwise  provided or required by law, and except as may be expressly
delegated  by the Board of  Directors,  or by these  bylaws.  He may  employ all
agents and  employees of the  corporation  and may  discharge  any such agent or
employee,  and, in general,  shall perform all duties  incident to the office of
President,  and such other duties as from time to time may be assigned to him by
the Board of Directors.



                                      -12-

<PAGE>



         SECTION 5.06. Vice Presidents. Any Vice President shall, at the request
of the  President  or in his  absence  or  disability,  perform  the  duties and
exercise the powers of the  President  and such other duties as may from time to
time  be  assigned  by  the  Board  of  Directors  or by the  President.  At the
discretion  of the  Board  of  Directors,  one or more  Vice  Presidents  may be
designated as an Executive Vice President or Senior Vice President.

         SECTION 5.07.  Secretary and Assistant  Secretaries.  Unless  otherwise
directed by the Board of Directors,  the Secretary  shall attend all meetings of
the  Shareholders and of the Board of Directors and shall record the proceedings
of the  Shareholders  and of the  Directors  and of committees of the Board in a
book or books to be kept for that  purpose;  see  that  notices  are  given  and
records and reports  properly kept and filed by the  corporation  as required by
law; be the custodian of the seal of the  corporation and see that it is affixed
to all  documents  to be executed on behalf of the  corporation  under its seal;
and, in general,  perform all duties  incident to the office of  Secretary,  and
such other  duties as may from time to time be  assigned  to him by the Board of
Directors or the President. Any Assistant Secretary shall, at the request of the
Secretary or in his absence or  disability,  perform the duties and exercise the
powers of the  Secretary  and shall  perform  such other  duties as the Board of
Directors or the President shall prescribe.

         SECTION 5.08. Treasurer and Assistant Treasurers. The Treasurer, if any
and unless  otherwise  designated by the Board of Directors,  shall be the chief
financial  officer of the  corporation.  The Treasurer shall have or provide for
the  custody of the funds or other  property  of the  corporation;  whenever  so
required  by the  Board of  Directors,  shall  render  an  account  showing  his
transactions as Treasurer and the financial  condition of the corporation;  and,
in  general,  shall  discharge  such  other  duties  as may from time to time be
assigned  to him by the  Board of  Directors  or the  President.  Any  Assistant
Treasurer  shall,  at  the  request  of  the  Treasurer  or in  his  absence  or
disability,  perform the duties and  exercise  the powers of the  Treasurer  and
shall perform such other duties as the Board of Directors or the President shall
prescribe.  If no Treasurer  is elected,  the  President  or such other  officer
designated  by the Board of Directors  shall have the  authority and perform the
duties of the Treasurer.

         SECTION  5.09.  Officers'  Bonds.  No officer of the  corporation  need
provide a bond to  guarantee  the faithful  discharge  of his duties  unless the
Board of  Directors  shall by  resolution  so require a bond in which event such
officer  shall give the  corporation  a bond  (which  shall be renewed if and as
required) in such sum and with such surety or sureties as shall be  satisfactory
to the Board of  Directors  for the  faithful  performance  of the duties of his
office.

         SECTION 5.10. Compensation. The compensation of the officers and agents
of the corporation elected by the Board of Directors shall be fixed from time to
time by the Board of Directors. Any employment contract, whether for an officer,
agent or employee, if expressly approved or specifically authorized by the Board
of Directors,  may fix a term of employment,  and any such contract, but only if
so approved or  authorized,  shall be valid and binding upon the  corporation in
accordance with the terms thereof;  provided,  however, this provision shall not
limit or  restrict  in any way the right of the  corporation  at any time in its
discretion  (which  right is hereby  expressly  reserved) to remove from office,
discharge or terminate the employment or otherwise dispense with the services of
any such officer,  agent or employee,  as provided in these bylaws, prior to the
expiration of the term of employment under any such contract, provided only that
the  corporation  shall not thereby be relieved of any continuing  liability for
salary or other compensation provided for in such contract.

         SECTION 5.11. Action with Respect to Securities of Other  Corporations.
Unless otherwise  directed by the Board of Directors,  the Chairman of the Board
of  Directors,  if any, the President or any Vice  President of the  corporation
shall  have power to vote and  otherwise  act on behalf of the  corporation,  in
person or by proxy, at any meeting of security  holders,  or with respect to any
action of security  holders,  of any other  corporation in which the corporation
may hold securities and shall have power to exercise any and all rights


                                      -13-

<PAGE>



and powers  which the  corporation  may  possess by reason of its  ownership  of
securities in such other corporation.


                                   ARTICLE VI

                                  Capital Stock

         SECTION 6.01. Issuance. The Directors may, at any time and from time to
time, if all of the shares of capital stock which the  corporation is authorized
by the certificate of  incorporation  to issue have not been issued,  subscribed
for,  or  otherwise  committed  to be issued,  issue or take  subscriptions  for
additional  shares  of its  capital  stock up to the  amount  authorized  in the
certificate of  incorporation.  Unless otherwise  provided by the certificate of
incorporation or these bylaws,  the Board of Directors may provide by resolution
that some or all of any or all classes and series of the shares of capital stock
of the corporation shall be uncertificated shares, provided that such resolution
shall not apply to shares represented by a certificate until such certificate is
surrendered to the corporation.  The stock certificates of the corporation shall
be  numbered  and  registered  in the stock  ledger  and  transfer  books of the
corporation  as they are issued.  The Board of Directors may also appoint one or
more transfer agents and/or registrars for its stock of any class or classes and
for the transfer and registration of certificates  representing the same and may
require stock  certificates  to be  countersigned  by one or more of them.  They
shall be signed by the  Chairman or Vice  Chairman of the Board of  Directors or
the President or a Vice  President and attested by the Secretary or an Assistant
Secretary  or the  Treasurer  or an  Assistant  Treasurer,  and  shall  bear the
corporate seal, which may be a facsimile, engraved or printed. Any or all of the
signatures  upon such  certificate may be a facsimile,  engraved or printed.  In
case any officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon,  any share  certificate  shall have ceased to be
such officer, transfer agent or registrar,  before the certificate is issued, it
may be issued with the same effect as if he were such officer, transfer agent or
registrar at the date of its issue.

         SECTION 6.02. Regulations Regarding  Certificates.  Except as otherwise
provided by law,  the Board of Directors  shall have the power and  authority to
make all such rules and  regulations  as it may deem  expedient  concerning  the
issuance,  transfer and  registration  or the  replacement of  certificates  for
shares of capital stock of the corporation.

         SECTION 6.03. Stock Certificates. Stock certificates of the corporation
shall be in such form as is  provided  by statute  and  approved by the Board of
Directors. The stock record books and the blank stock certificate books shall be
kept by the  Secretary of the  corporation  or by any agency  designated  by the
Board of Directors for that purpose.

         SECTION 6.04. Lost, Stolen,  Destroyed or Mutilated  Certificates.  The
President or, at his direction, a Vice President may direct a new certificate or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  corporation  alleged  to have been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate or certificates, the President or such Vice President
may, in his  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 in such sum as the
President or such Vice President may direct as indemnity  against any claim that
may be made against the corporation  with respect to the certificate  alleged to
have been lost, stolen or destroyed.

         SECTION  6.05.  Record  Holder  of  Shares.  The  corporation  shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and  assessments a person  registered on its books as the owner
of shares,  and shall not be bound to recognize  any equitable or other claim to
or interest in such share or


                                      -14-

<PAGE>



shares on the part of any other person,  whether or not it shall have express or
other  notice  thereof,  except as  otherwise  provided by the laws of Oklahoma.
Shares  standing  in  the  name  of a  deceased  person  may  be  voted  by  his
administrator, or executor, either in person or by proxy. Shares standing in the
name of a  guardian,  conservator,  or trustee  may be voted by such  fiduciary,
either in person or by proxy.  Shares  standing in the name of a receiver may be
voted by such  receiver,  and shares  held by or under the control of a receiver
may be voted by such  receiver  without the  transfer  thereof  into his name if
authority to do so be contained  in an  appropriate  order of the Court by which
such receiver was appointed.

         SECTION 6.06.  Determination  of  Shareholders  of Record for Voting at
Meetings.  In order that the corporation may determine the Shareholders entitled
to  notice  of or to vote at any  meeting  of  Shareholders  or any  adjournment
thereof,  or for the purpose of any other lawful action,  the Board of Directors
may fix, in advance,  a record date, which shall not be more than sixty (60) nor
less than ten (10) days  before  the date of such  meeting,  nor more than sixty
(60) days prior to any other action.  If no record date is fixed by the Board of
Directors, the record date for determining Shareholders entitled to notice of or
to vote at a meeting of  Shareholders  shall be at the close of  business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next  preceding the day on which the meeting is
held. A determination of Shareholders of record entitled to notice of or to vote
at a meeting of  Shareholders  shall apply to any  adjournment  of the  meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

         SECTION 6.07. Determination of Shareholders of Record for Dividends and
Distributions.  In order that the  corporation  may determine  the  Shareholders
entitled to receive  payment of any dividend or other  distribution or allotment
of any rights or the Shareholders  entitled to exercise any rights in respect of
any change,  conversion  or exchange of stock,  the Board of Directors may fix a
record  date,  which  record  date  shall not  precede  the date upon  which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty (60) days prior to such action.  If no record date is fixed, the
record date for  determining  Shareholders  for any such purpose shall be at the
close  of  business  on the day on  which  the  Board of  Directors  adopts  the
resolution relating thereto.

         SECTION  6.08.  Determination  of  Shareholders  of Record for  Written
Consent.  In order that the corporation may determine the Shareholders  entitled
to  consent to  corporate  action in  writing  without a  meeting,  the Board of
Directors  may fix a record  date,  which record date shall not precede the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors,  and which  date  shall not be more than ten (10) days after the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors.  If no  record  date has been  fixed by the Board of  Directors,  the
record date for determining Shareholders entitled to consent to corporate action
in writing without a meeting,  when no prior action by the Board of Directors is
required by statute,  shall be the first date on which a signed written  consent
setting  forth the action  taken or  proposed  to be taken is  delivered  to the
corporation  by delivery to its  registered  office in Oklahoma,  its  principal
place of business,  or an officer or agent of the corporation  having custody of
the book in which proceedings of meetings of Shareholders are recorded. Delivery
made to a  corporation's  registered  office shall be by hand or by certified or
registered mail, return receipt  requested.  If no record date has been fixed by
the Board of Directors,  when prior action by the Board of Directors is required
by statute, the record date for determining  Shareholders entitled to consent to
corporate  action in writing without a meeting shall be at the close of business
on the day on which the Board of  Directors  adopts the  resolution  taking such
prior action.




                                      -15-

<PAGE>



                                   ARTICLE VII

                   Indemnification of Directors, Officers and
                        Other Authorized Representatives

         SECTION 7.01.  Indemnification  of Authorized  Representatives in Third
Party  Proceedings.  The corporation shall indemnify any person who was or is an
"authorized representative" of the corporation (which shall mean for purposes of
this Article VII a Director, Officer, employee or agent of the corporation, or a
person  serving  at the  request  of the  corporation  as a  Director,  Officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise) and who was or is a "party" (which shall include for purposes
of this  Article  VII the  giving of  testimony  or similar  involvement)  or is
threatened to be made a party to any "third party proceeding"  (which shall mean
for purposes of this Article VII 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 such person was or is an authorized representative of the corporation,
against  expenses  (which  shall  include  for  purposes  of  this  Article  VII
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by  such  person  in  connection  with  such  third  party
proceeding  if such  person  acted in good  faith  and in a manner  such  person
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation  and, with respect to any criminal  third party  proceeding,  had no
reasonable  cause to believe such conduct was unlawful.  The  termination of any
third party proceeding by judgment, order, settlement, indictment, conviction or
upon a plea of nolo contendere or its  equivalent,  shall not of itself create a
presumption that the authorized  representative did not act in good faith and in
a manner which such person  reasonably  believed to be in or not opposed to, the
best interests of the corporation,  or, with respect to any criminal third party
proceeding,  did not have  reasonable  cause to believe  that such  conduct  was
unlawful.

         SECTION  7.02.   Indemnification   of  Authorized   Representatives  in
Corporate Proceedings.  The corporation shall indemnify any person who was or is
an authorized  representative of the corporation and who was or is a party or is
threatened to be made a party to any  "corporate  proceeding"  (which shall mean
for purposes of this Article VII any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor or
investigative  proceeding  by the  corporation)  by reason of the fact that such
person  was  or is an  authorized  representative  of the  corporation,  against
expenses  (including  attorneys' fees) actually and reasonably  incurred by such
person in connection with the defense or settlement of such corporate proceeding
if such person acted in good faith and in a manner reasonably believed to be in,
or not  opposed  to,  the best  interests  of the  corporation,  except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that a district  court or the court in which such
corporate  proceeding was pending shall determine upon application that, despite
the adjudication of liability but in view of all the  circumstances of the case,
such authorized  representative  is fairly and reasonably  entitled to indemnity
for such  expenses  which the  district  court or such  other  court  shall deem
proper.

         SECTION 7.03. Mandatory Indemnification of Authorized  Representatives.
To the extent that an  authorized  representative  of the  corporation  has been
successful on the merits or otherwise in defense of any third party or corporate
proceeding  referred  to in  Sections  7.01 or 7.02  above or in  defense of any
claim,  issue or  matter  therein,  such  person  shall be  indemnified  against
expenses,  including  attorneys' fees,  actually and reasonably incurred by such
person in connection therewith.

         SECTION 7.04.  Determination  of  Entitlement to  Indemnification.  Any
indemnification  under  Section  7.01,  7.02 or 7.03 of this Article VII (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  authorized
representative  is proper in the  circumstances  because such person has met the
applicable  standard of conduct set forth in Section 7.01,  7.02 or 7.03 of this
Article VII. Such determination shall be made:


                                      -16-

<PAGE>



         (1)      By the Board of Directors by a majority of a quorum consisting
                  of  Directors  who were not  parties to such  action,  suit or
                  proceeding; or

         (2)      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

         (3)      By the Shareholders.

         SECTION 7.05. Burden of Proof. In the event a claim for indemnification
by an authorized representative is denied by the corporation (except for a claim
by a person  described in Section 7.08 hereof),  the  corporation  shall, in any
subsequent legal proceedings relating to such denial, have the burden of proving
that  indemnification was not required under Section 7.01, 7.02 or 7.03 of these
bylaws  without  regard to Section  7.04 hereof or under any other  agreement or
undertaking between the corporation and the authorized representative or was not
permitted under applicable law.

         SECTION 7.06.  Advancing  Expenses.  Expenses incurred by an Officer or
Director in defending a third party or corporate proceeding shall be paid by the
corporation in advance of the final disposition of such third party or corporate
proceeding  upon  receipt of an  undertaking  by or on behalf of such Officer or
Director to repay such amount if it shall  ultimately  be  determined  that such
person is not entitled to be  indemnified  by the  corporation  as authorized in
this Article VII. Such expenses incurred by other employees and agents may be so
paid upon such terms and  conditions,  if any, as the Board of  Directors  deems
appropriate.

         SECTION 7.07. Employee Benefit Plans. For purposes of this Article VII,
the corporation  shall be deemed to have requested an authorized  representative
to serve an employee benefit plan where the performance by such person of duties
to the corporation  also imposes duties on, or otherwise  involves  services by,
such person to the plan or participants  or  beneficiaries  of the plan;  excise
taxes  assessed  on an  authorized  representative  with  respect to an employee
benefit plan pursuant to applicable law shall be included  within the meaning of
"fines";  and action taken or omitted by such person with respect to an employee
benefit plan in the performance of duties for a purpose  reasonably  believed to
be in the interest of the  participants  and  beneficiaries of the plan shall be
deemed to be for a purpose  which is not  opposed to the best  interests  of the
corporation.

         SECTION  7.08.  Persons  Other  Than  Authorized  Representatives.  The
corporation may, but is not required to, indemnify any person who is not also an
authorized  representative if the determining group as specified in Section 7.04
(1), (2) or (3) determines that such  indemnification  is proper in the specific
case.

         SECTION 7.09. Scope of Article.  The indemnification of and advancement
of expenses to  authorized  representatives,  as authorized by this Article VII,
shall  not be  deemed  exclusive  of any other  rights  to which  those  seeking
indemnification  or  advancement  of expenses  may be entitled  under any bylaw,
agreement, vote of Shareholders or disinterested Directors or otherwise, both as
to action in an official  capacity  and as to action in another  capacity  while
holding such office.

         SECTION 7.10.  Reliance on Provisions.  Each person who shall act as an
authorized  representative  of the corporation shall be deemed to be doing so in
reliance  upon rights of  indemnification  provided by this Article VII, and the
provisions  of  this  Article  VII  shall  be  deemed  a  contract  between  the
corporation and the authorized representative.

         SECTION 7.11.  Insurance.  The corporation shall have the power to, but
shall not be obligated  to,  purchase  and  maintain  insurance on behalf of any
person who is or was an authorized  representative of the corporation,  or is or
was serving at the request of the corporation as an authorized representative or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise  against any liability  asserted  against such person and incurred by
such  person in any such  capacity,  or arising out of such  person's  status as
such,


                                      -17-

<PAGE>



whether or not the  corporation  would have the power to  indemnify  such person
against such liability under the provisions of this Article VII.

         SECTION 7.12. Rights Continue.  The  indemnification and advancement of
expenses  provided by or granted  pursuant to this Article VII, unless otherwise
provided  when  authorized  or ratified,  shall  continue as to a person who has
ceased to be an authorized  representative and shall inure to the benefit of the
heirs, executors and administrators of such a person.

         SECTION 7.13.  References to Corporation.  For purposes of this Article
VII,  references to "the corporation" shall be deemed to include all constituent
corporations  absorbed in a consolidation  or merger as well as the resulting or
surviving  corporation  so that any  person who is or was a  Director,  Officer,
employee or agent of such a constituent  corporation or is or was serving at the
request of such  constituent  corporation  as a director,  officer,  employee or
agent of another corporation,  partnership,  joint venture,  trust or enterprise
shall stand in the same position  under the  provisions of this Article VII with
respect to the resulting or surviving corporation in the same capacity.


                                  ARTICLE VIII

                               General Provisions

         SECTION 8.01.  Dividends.  Subject to the provisions of the certificate
of  incorporation,  if any,  dividends upon the capital stock of the corporation
may be declared by the Board of Directors at any regular or special meeting,  in
accordance with law. Dividends may be paid in cash, in property, or in shares of
the  capital  stock  of  the  corporation,  subject  to  the  provisions  of the
certificate of incorporation.  Before payment of any dividend,  there may be set
aside out of any funds of the  corporation  available for dividends  such sum or
sums as the Board of Directors  from time to time,  in its absolute  discretion,
thinks proper as a reserve or reserves to meet contingencies,  or for equalizing
dividends,  or for repairing or maintaining any property of the corporation,  or
for such other  purpose as the Board of Directors  shall think  conducive to the
interest of the  corporation,  and the Board of Directors  may modify or abolish
any such reserve in the manner in which it was created.

         SECTION 8.02. Annual  Statements.  The Board of Directors shall present
at each annual  meeting,  and at any special  meeting of the  Shareholders  when
called  for by vote of the  Shareholders,  a full  and  clear  statement  of the
business and condition of the corporation.

         SECTION 8.03.  Contracts.  The Chairman of the Board of Directors,  the
President or a Vice President of the corporation  shall sign, in the name and on
behalf of the  corporation,  all deeds,  bonds,  contracts,  mortgages and other
instruments,  the  execution  of  which  shall  be  authorized  by the  Board of
Directors;  provided,  however,  that the Board of Directors  may  authorize any
other  officer  or  officers  or any  agent or agents to sign in the name and on
behalf of the  corporation,  any such deed,  bond,  contract,  mortgage or other
instrument. Such authority may be general or confined to specific instances.

         SECTION 8.04.  Checks.  All checks,  notes,  bills of exchange or other
orders in  writing  shall be signed by such  person or  persons  as the Board of
Directors may from time to time designate.

         SECTION 8.05.  Corporate  Seal. The corporate seal shall have inscribed
thereon the name of the corporation and the state of its incorporation. The seal
may be used by causing it or a facsimile  thereof to be  impressed or affixed or
otherwise reproduced.



                                      -18-

<PAGE>


         SECTION 8.06.  Lien on Shares of Capital Stock For  Indebtedness to the
Corporation.  The corporation shall have a lien upon all shares of capital stock
issued and outstanding for any  indebtedness of the owner to the corporation and
no  transfer  of any  certificate  for shares  shall be made on the books of the
corporation  until such  indebtedness  of the owner or transferor has been paid,
unless specifically authorized by the Board of Directors.

         SECTION 8.07. Amendment of Bylaws. These bylaws may be altered, amended
or repealed or new bylaws may be adopted by the  Shareholders or by the Board of
Directors,  when such  power is  conferred  upon the Board of  Directors  by the
certificate  of  incorporation,  at  any  regular  or  special  meeting  of  the
Shareholders  or of the  Board  of  Directors,  if  notice  of such  alteration,
amendment,  repeal or adoption of new bylaws be  contained in the notice of such
special meeting.


         Chris K.  Corcoran,  Secretary  of The  Home-Stake  Oil & Gas  Company,
hereby certifies that the foregoing Amended and Restated Bylaws were unanimously
approved  and  adopted by the Board of  Directors  of The  Home-Stake  Oil & Gas
Company at a quarterly meeting of the Board held on February 5, 1998.



                                                       /s/Chris K. Corcoran
                                                       ------------------------
                                                       Chris K. Corcoran
                                                       Secretary


                                      -19-

<PAGE>