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                                                     EXHIBIT 3.2

                 BYLAWS OF ENSERCH EXPLORATION, INC., 
                  A CORPORATION INCORPORATED UNDER 
                   THE LAWS OF THE STATE OF TEXAS 
  
  
                    PURPOSE AND SCOPE OF BYLAWS 
  
     These Bylaws shall constitute the private laws of ENSERCH
  EXPLORATION, INC., a corporation duly incorporated under the laws of the
  State of Texas (herein called the "Company"), for the administration and
  regulation of the affairs of the Company. 
  
     In the event any provision of these Bylaws is or may be in conflict
  with any applicable law of the United States or the State of Texas, or of
  any order, rule, regulation, decree or judgment of any governmental body
  or power or court having jurisdiction over the Company, or over the
  subject matter to which such provision of these Bylaws applies or may
  apply, such provision of these Bylaws shall be inoperative to the extent
  only that the operation thereof unavoidably conflicts with such law or
  order, rule, regulation, decree or judgment, and shall in all other
  respects be in full force and effect. 
  
  
                         ARTICLE I 
                              
                          Offices 
                              
    Section 1.  The registered office of the Company shall be at 4849
  Greenville Avenue, in the City of Dallas, County of Dallas, State of
  Texas, and the registered agent of the Company at such address shall be
  C. Clint Adams or such other person as the Board of Directors may from
  time to time designate. 
  
     Section 2.  The Company may also have offices at such other places
  both within and without the State of Texas as the Board of Directors may
  from time to time determine or the business of the Company may require. 
  
  
                         ARTICLE II 
                              
                  Meetings of Shareholders 
                              
   Section 1.  All meetings of the shareholders shall be held at the
  registered office of the Company or at such other place either within or
  without the State of Texas as shall be designated from time to time by the
  Board of Directors. 
  
     Section 2.   The annual meeting of shareholders shall be held on May
  12, 1998, and thereafter on the second Tuesday of May in each year, at
  10:00 A.M., for the election of a Board of Directors and the transaction
  of such other business as may properly be brought before the meeting. 
  
     Section 3.  Special meetings of the shareholders may only be called
  by the Chairman of the Board or the President, at the request in writing
  or by vote of not less than a majority of the Continuing Directors (as
  defined in Article Ten of the Restated Articles of Incorporation of the
  Company) of the Board of Directors, or the holders of not less than 50%
  of all the outstanding shares entitled to vote at the meetings, and not
  by any other persons. Business transacted at all special meetings shall
  be confined to the subjects stated in the notice of meeting. 
  
     Section 4.  Written or printed 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 (10)
  nor more than sixty (60) days before the date of the meeting, either
  personally or by mail, by or at the direction of the Chairman, the
  Corporate Secretary, or the officer or person calling the meeting, to each
  shareholder of record entitled to vote at such meeting. If mailed, such
  notice shall be deemed to be delivered when deposited in the United States
  mail addressed to the shareholder at his address as it appears on the
  stock transfer books of the Company, with postage thereon prepaid. 
  
     Section 5.  The officer or agent having charge of the stock transfer
  books for shares of the Company shall make, at least ten (10) days before
  each meeting of shareholders, a complete list 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 list, for a period of ten (10) days prior to such meeting,
  shall be kept on file at the registered office of the Company and shall
  be subject to inspection by any shareholder at any time during usual
  business hours. Such list 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 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 list or transfer books or to vote
  at any meeting of shareholders. 
  
     Section 6.  The holders of a majority of the shares issued and
  outstanding and entitled to vote thereat, present in person or represented
  by written proxy, shall constitute a quorum at all meetings of the
  shareholders for the transaction of business. 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 be present or represented. At 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. 
  
     Section 7.  Each outstanding share, of any class, shall be entitled
  to as many votes per share as the Articles of Incorporation shall provide,
  on each matter submitted to a vote at a meeting of shareholders, except
  to the extent that the voting rights of the shares of any class or classes
  are limited or denied by the Articles of Incorporation or these Bylaws.
  The vote for the election of Directors and, upon demand by any
  shareholder, the vote upon any question before the meeting shall be by
  ballot. Cumulative voting is expressly prohibited. 
  
     Section 8.  At any meeting of the holders, every shareholder having
  the right to vote shall be entitled to vote in person or by proxy executed
  in writing by such shareholder or by his duly authorized attorney-in-fact.
  No proxy shall be valid after eleven (11) months from the date of its
  execution unless otherwise provided in the proxy. All proxies shall be
  revocable unless expressly provided therein to be irrevocable and are
  coupled with an interest and shall be filed with the Corporate Secretary
  of the Company prior to or at the time of the meeting at which they are
  to be voted. 
  
     Section 9.  When a quorum is present at any meeting, matters brought
  before the meeting shall be determined by the shareholders in the
  following manner: (a) with respect to any matter, other than the election
  of Directors or a matter for which the affirmative vote of a specified
  portion of the shares entitled to vote is required by the statutes or the
  Articles of Incorporation, the act of the shareholders shall be the
  affirmative vote of the holders of a majority of the shares entitled to
  vote on, and voted for or against, that matter at a meeting of
  shareholders at which a quorum is present and (b) with respect to the
  election of Directors, the act of the shareholders electing the Directors
  shall be a majority of all outstanding shares entitled to vote in the
  election of Directors, unless in each case the question is one upon which,
  by express provision of the statutes or of the Articles of Incorporation
  or of these Bylaws, a different vote is required, in which case such
  express provision shall govern and control the decision of such question.
  The shareholders present at a duly organized meeting may continue to
  transact business until adjournment, notwithstanding the withdrawal of
  enough shareholders to leave less than a quorum. 
  
     Section 10.  The Chairman shall preside at all meetings of the
  shareholders. In his absence, the President or an officer of the Company
  designated by the Board of Directors shall preside and perform the duties
  of the Chairman at such meeting. He shall appoint two inspectors of voting
  to serve at each such meeting. Before acting at any meeting, the
  inspectors shall be sworn faithfully to execute their duties with strict
  impartiality and according to the best of their ability. The inspectors
  shall determine the number of shares outstanding, the voting power of
  each, the shares represented at the meeting, the existence of a quorum,
  the qualification of the voters, the authenticity, validity and effect of
  proxies, receive votes and ballots, hear and determine all challenges and
  questions in any way arising in connection with the vote, count and
  tabulate all votes and determine and announce the result of the voting. 
  
     Section 11.  At an annual meeting of the shareholders, only such
  business shall be conducted as shall have been properly brought before the
  meeting. To be properly brought before an annual meeting, business must
  be specified in the notice of meeting (or any supplement thereto) given
  by or at the direction of the Board, otherwise properly brought before the
  meeting by or at the direction of the Board, or otherwise properly brought
  before the meeting by a shareholder. In addition to any other applicable
  requirements, for business to be properly brought before an annual meeting
  by a shareholder, the shareholder must have given timely notice thereof
  in writing to the Corporate Secretary. To be timely, a shareholder's
  notice must be delivered to or mailed and received at the principal
  executive offices of the Company, not less than fifty (50) days nor more
  than seventy-five (75) days prior to the meeting; provided, however, that
  in the event that less than sixty-five (65) days' notice or prior public
  disclosure of the date of the meeting is given or made to shareholders,
  notice by the shareholder to be timely must be so received not later than
  the close of business on the 15th day following the day on which such
  notice of the date of the annual meeting was mailed or such public
  disclosure was made. A shareholder's notice to the Corporate Secretary
  shall set forth as to each matter the shareholder proposes to bring before
  the annual meeting (i) 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, (ii) the name and record address of the
  shareholder proposing such business, (iii) the class and number of shares
  of the Company which are beneficially owned by the shareholder, and (iv)
  any material interest of the shareholder in such business. 
  
     Notwithstanding anything in these Bylaws to the contrary, no
  business shall be conducted at the annual meeting except in accordance
  with the procedures set forth in this Section 11; provided, however, that
  nothing in this Section 11 shall be deemed to preclude discussion by any
  shareholder of any business properly brought before the annual meeting in
  accordance with said procedure. 
  
     The chairman of an annual meeting shall, if the facts warrant,
  determine and declare to the meeting that business was not properly
  brought before the meeting in accordance with the provisions of this
  Section 11, and if he should so determine, he shall so declare to the
  meeting and any such business not properly brought before the meeting
  shall not be transacted. 
  
     Section 12.  Only persons who are nominated in accordance with the
  following procedures shall be eligible for election as Directors.
  Nominations of persons for election to the Board of Directors of the
  Company may be made at a meeting of shareholders by or at the direction
  of the Board of Directors by any nominating committee or person appointed
  by the Board or by any shareholder of the Company entitled to vote for the
  election of Directors at the meeting who complies with the notice
  procedures set forth in this Section 12. Such nominations, other than
  those made by or at the direction of the Board, shall be made pursuant to
  timely notice in writing to the Corporate Secretary. To be timely, a
  shareholder's notice shall be delivered to or mailed and received at the
  principal executive offices of the Company not less than fifty (50) days
  nor more than seventy-five (75) days prior to the meeting; provided,
  however, that in the event that less than sixty-five (65) days' notice or
  prior public disclosure of the date of the meeting is given or made to
  shareholders, notice by the shareholder to be timely must be so received
  not later than the close of business on the 15th day following the date
  on which such notice of the date of the meeting was mailed or such public
  disclosure was made. Such shareholder's notice to the Corporate Secretary
  shall set forth (a) as to each person whom the shareholder proposes to
  nominate for election or re-election as a Director, (i) the name, age,
  business address and residence address of the person, (ii) the principal
  occupation or employment of the person, (iii) the class and number of
  shares of capital stock of the Company which are beneficially owned by the
  person, and (iv) any other information relating to the person that is
  required to be disclosed in solicitations for proxies for election of
  Directors pursuant to Regulation 14A under the Securities Exchange Act of
  1934 as amended; and (b) as to the shareholder giving the notice (i) the
  name and record address of shareholder and (ii) the class and number of
  shares of capital stock of the Company which are beneficially owned by the
  shareholder. The Company may require any proposed nominee to furnish such
  other information as may reasonably be required by the Company to
  determine the eligibility of such proposed nominee to serve as Director
  of the Company. No person shall be eligible for election as a Director of
  the Company unless nominated in accordance with the procedures set forth
  herein. 
  
     The chairman of the meeting shall, if the facts warrant, determine
  and declare to the meeting that a nomination was not made in accordance
  with the foregoing procedure, and if he should so determine, he shall so
  declare to the meeting and the defective nomination shall be disregarded. 
  
  
                        ARTICLE III 
                              
                         Directors 
                              
    Section 1.  The powers of the Company shall be exercised under the
  authority of, and the business and affairs of the Company shall be managed
  under the direction of, its Board of Directors who may 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. 
  
     Section 2.  The number of Directors constituting the Board of
  Directors of the Company shall be fixed from time to time by the Board of
  Directors by the affirmative vote of not less than a majority of the
  Continuing Directors (as defined in Article Ten of the Restated Articles
  of Incorporation of the Company), but shall not be less than three (3),
  subject to such rights to elect additional Directors under such specified
  circumstances as may be granted to holders of Preferred Stock. Directors
  need not be shareholders or residents of the State of Texas. A person
  shall be ineligible to be a Director of the Company after the date of the
  annual meeting of shareholders of the Company in the year in which such
  person's seventieth birthday occurs. Unless he shall resign or become
  ineligible, each Director shall hold office until his successor shall be
  elected and shall qualify. 
  
     Section 3.  Any Director may resign at any time either by oral tender
  of resignation at any meeting of the Board of Directors or by giving
  written notice thereof to the Corporate Secretary. Resignations shall take
  effect when tendered or at the time specified in the tender and, unless
  otherwise specified, the acceptance of a resignation shall not be
  necessary to make it effective. 
  
     Section 4.  Any Director may be removed, either with or without
  cause, at any special meeting of the shareholders by the affirmative vote
  of the holders of record of not less than 66  of the shares then entitled
  to vote at an election of Directors, if notice of the intention to act
  upon such matter shall have been given in the notice calling for such
  meeting.  Any vacancy occurring in the Board of Directors may be filled
  by the affirmative vote of a majority of the remaining Directors even
  though such remaining Directors shall be 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.  Any directorship to be
  filled by reason of an increase in the number of Directors as provided in
  Section 2 hereof shall be filled solely by the affirmative vote of not
  less than a majority of the Continuing Directors for a term of office
  continuing until the next annual meeting of shareholders; provided that
  the Board of Directors may not fill more than two such directorships
  between any two successive annual meetings of shareholders.
  
     Section 5.  The Board of Directors, by resolution adopted by a
  majority of the full Board of Directors, may designate from among its
  members one or more committees, each of which shall be comprised of one
  or more of its members, and may designate one or more of its members as
  alternate members of any committee, who may, subject to any limitations
  imposed by the Board of Directors, replace absent or disqualified members
  at any meeting of that committee. Any such committee, to the extent
  provided in such resolutions or in the Articles of Incorporation or the
  Bylaws, shall have and may exercise all of the authority of the Board of
  Directors, provided that no committee of the Board of Directors shall have
  the authority of the Board of Directors in reference to: (1) amending the
  Articles of Incorporation, except that a committee may, to the extent
  provided in the resolution designating that committee or in the Articles
  of Incorporation or the Bylaws, exercise the authority of the Board of
  Directors vested in it in accordance with Article 2.13 of the Texas
  Business Corporation Act ("Act"); (2) proposing a reduction of the stated
  capital of the Company in the manner permitted by Article 4.12 of the Act;
  (3) approving a plan of merger or share exchange of the Company; (4)
  recommending to the shareholders the sale, lease, or exchange of all or
  substantially all of the property and assets of the Company otherwise than
  in the usual and regular course of its business; (5) recommending to the
  shareholders a voluntary dissolution of the Company or a revocation
  thereof, (6) amending, altering, or repealing the Bylaws of the Company
  or adopting new Bylaws of the Company; (7) filling vacancies in the Board
  of Directors; (8) filling vacancies in or designating alternate members
  of any such committee; (9) filling any directorship to be filled by reason
  of an increase in the number of Directors; (10) electing or removing
  officers of the Company or members or alternate members of any such
  committee; (11) fixing the compensation of any member o alternate members
  of such committee; or (12) altering or repealing any resolution of the
  Board of Directors that by its terms provides that it shall not be so
  amendable or repealable; and, unless such resolution designating a
  particular committee, the Articles of Incorporation, or the Bylaws
  expressly so provide, no committee of the Board of Directors shall have
  the authority to authorize a distribution or to authorize the issuance of
  shares of the Company. 
  
  
             MEETINGS OF THE BOARD OF DIRECTORS 
                              
    Section 6.  The Directors of the Company may hold their meetings, both
  regular and special, either within or without the State of Texas. 
  
     Section 7.  The first meeting of each newly elected Board of Directors
  shall be held without further notice immediately following the annual
  meeting of shareholders, and at the same place, unless by unanimous
  consent of the Directors then elected and serving such time or place shall
  be changed. 
  
     Section 8.  Regular meetings of the Board of Directors may be held
  with or without notice at such time and place as shall from time to time
  be determined by the Board of Directors. 
  
     Section 9.  Special meetings of the Board of Directors may be called
  on twenty-four (24) hours' notice to each Director, or such shorter period
  of time as the person calling the meeting deems appropriate in the
  circumstances, either personally, or by mail, or by telegram; special
  meetings shall be called by the Chairman or, in the event of the inability
  of the Chairman to act, the President or the Corporate Secretary in like
  manner and on like notice on the written request of two Directors. Neither
  the business to be transacted at, nor the purpose of, any special meeting
  need be specified in a notice or waiver of notice. 
  
     Section 10.  At all meetings of the Board of Directors, the presence
  of a majority of the number of Directors constituting the Board of
  Directors shall constitute a quorum for the transaction of business and
  the act 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.  Any action
  required or permitted to be taken at a meeting of the Board of Directors
  may be taken without a meeting if a consent in writing, setting forth the
  action so taken, is signed by all members of the Board of Directors.  If
  a quorum shall not be present at any meeting of the Directors, the
  Directors present thereat may adjourn the meeting from time to time,
  without notice other than announcement at the meeting, until a quorum is
  present.
  
     Section 11.  The Board of Directors shall have authority to establish,
  from time to time, the amount of compensation which shall be paid to its
  members for their services as Directors. 
  
  
                         ARTICLE IV 
                              
                          Notices 
                              
   Section 1.  Whenever under the provisions of the statutes or of the
  Articles of Incorporation or of these Bylaws, notice is required to be
  given to any Director or shareholder, and no provision is made as to how
  such notice shall be given, it shall not be construed to mean notice, but
  any such notice may be given in writing, by mail, postage prepaid,
  addressed to such Director or shareholder at such address as appears on
  the books of the Company. Any notice required or permitted to be given by
  mail shall be deemed to be given at the time when the same shall be thus
  deposited in the United States mails as aforesaid. 
  
     Section 2.  Whenever any notice is required to be given to any
  shareholder or Director of the Company under the provisions of the
  statutes or of the Articles of Incorporation, or of these Bylaws, a waiver
  thereof in writing signed by the person or persons entitled to such
  notice, whether before or after the time stated in such notice, shall be
  equivalent to the giving of such notice. Attendance of a Director at a
  meeting shall constitute a waiver of notice of such meeting, except when
  a Director attends a meeting for the express purpose, in writing filed at
  the meeting, of objecting to the transaction of any business on the
  grounds that the meeting is not lawfully called or held. 
  
  
                         ARTICLE V 
                              
                          Officers 
                              
    Section 1.  The officers of the Company shall be a Chairman, a
  President, one or more Executive Vice Presidents, Senior Vice Presidents
  or Vice Presidents, a General Counsel, a Controller, a Corporate Secretary
  and a Treasurer, all of whom shall be elected by the Board of Directors.
  Any two or more offices may be held by the same person. Each such officer
  shall have such authority and perform such duties in the management of the
  Company as may be determined by resolution of the Board of Directors. 
  
     Section 2.  The Board of Directors may elect or appoint such other
  officers and agents as it shall deem necessary, who shall hold their
  offices for such term and who shall have such authority and perform such
  duties as may be prescribed by the Board of Directors or the Chairman. The
  power to appoint such other officers and agents may be delegated by the
  Board of Directors to the Chairman to the extent the Board may delineate
  by resolution. 
  
     Section 3.  Each officer of the Company shall hold office until his
  successor is chosen and qualified in his stead or until his death or until
  his resignation, retirement or removal from office. Any officer or agent
  elected or appointed by the Board of Directors may be removed by the Board
  of Directors whenever in its judgment the best interests of the Company
  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. 
  
     Section 4.  The Chairman shall be the chief executive officer of the
  Company. He shall, subject to the direction and control of the Board of
  Directors, be their representative and medium of communication. He shall
  see that all orders, resolutions and policies adopted by the Board of
  Directors are carried into effect. He shall preside at all meetings of
  shareholders and at all meetings of the Board of Directors. He shall be
  in complete charge with attendant responsibility and accountability of the
  entire Company and its affairs. 
  
     Section 5.  The President shall be the chief operating officer of the
  Company. He shall, subject to the direction of the Chairman, have
  responsibility for such operations and functions assigned to him; and in
  the absence of the Chairman, shall preside at all meetings of the
  shareholders and at all meetings of the Board of Directors. 
  
     Section 6.  Each Executive Vice President shall have such powers and
  responsibilities, and shall perform such duties, as delineated by the
  Board or by the Chairman. They shall be directly responsible to such
  officer as the Chairman may from time to time prescribe. 
  
     Section 7.  The Senior Vice President, Chief Financial Officer, shall
  have such powers and responsibilities and shall perform such duties, as
  delineated by the Board of Directors or by the Chairman. He shall be
  responsible to the Chairman in said performance. 
  
     Section 8.  Other Senior Vice Presidents shall have such powers and
  responsibilities, and shall perform such duties, as delineated by the
  Board or by the Chairman. They shall be directly responsible to such
  officer as the Chairman may from time to time prescribe. 
  
     Section 9.  The General Counsel shall have general control over all
  matters of a legal nature concerning the Company and shall perform such
  duties as delineated by the Board or by the Chairman. He shall be directly
  responsible to the Chairman in said performance. 
  
     Section 10.  Each Vice President shall have such powers and
  responsibilities, and shall perform such duties, as may be delineated by
  the Board or the Chairman. They shall be directly responsible to such
  officer as the Chairman may from time to time prescribe. 
  
     Section 11.  The Controller shall be in general control of the
  accounts of the Company, shall be responsible for the making of adequate
  audits, shall prepare and interpret required accounting, financial and
  statistical statements, and shall be directly responsible to such officer
  and perform such other duties as the Board or Chairman may from time to
  time prescribe. 
  
     Section 12.  The Corporate Secretary shall attend all meetings of the
  Board of Directors and shareholders and act as secretary thereof and shall
  record all votes and the minutes of all proceedings of the Board of
  Directors and shareholders in a book for that purpose maintained and kept
  in his custody. He shall keep in his custody the seal of the Company and
  shall in general perform all the duties incident to the office of
  Secretary of a Company. He shall act as Transfer Agent of the Company
  and/or Registrar of its capital stock and other securities; provided that
  the Board of Directors may by resolution appoint one or more other persons
  or corporations as Transfer Agents and/or Registrars or as Co-Transfer
  Agents and/or Co-Registrars. He shall be directly responsible to such
  officer and shall perform such other duties as the Board or Chairman may
  from time to time prescribe. 
  
     Section 13.  The Treasurer shall have custody of all the funds and
  securities of the Company and shall keep full and accurate accounts of
  receipts and disbursements. He may endorse checks, notes and other
  obligations on behalf of the Company for collection and shall deposit the
  same, together with all monies and other valuable effects, to the credit
  of the Company in banks or depositories as the Board of Directors may
  designate by resolution or as may be established in accordance with
  Article VIII of these Bylaws. He shall be directly responsible to such
  officer as the Chairman may from time to time designate and shall perform
  all duties incident to the office of Treasurer of a Company or as the
  Board or Chairman shall designate. 
  
     Section 14.  The Board of Directors may appoint one or more Assistant
  Corporate Secretaries, Assistant Treasurers and Assistant Controllers and
  such other appointive officers as may be appropriate and required. They
  shall be directly responsible to such officer and shall perform such
  duties as the Board or Chairman may from time to time designate. 
  
  
                         ARTICLE VI 
                              
              Certificates Representing Shares 
                              
    Section 1.  The shares of stock of the Company shall be deemed
  personal estate, and shall be transferable only on the books of the
  Company in such manner as these Bylaws prescribe. 
  
     Section 2.  Every shareholder in the Company shall be entitled to
  have a certificate or certificates representing the number of shares owned
  by him. The certificates of shares of stock of the Company shall be
  numbered and shall be entered in the books of the Company as they are
  issued. They shall exhibit the holder's name and number of shares, and
  shall be signed by the Chairman, the President or a Vice President, and
  the Treasurer or an Assistant Treasurer and bear the corporate seal; but
  the signatures of such officers and the seal of the Company upon such
  certificates may be facsimiles, engraved or printed where such certificate
  is signed by a duly authorized Transfer Agent or Co-Transfer Agent and a
  Registrar or Co-Registrar. 
  
     Section 3.  The Board of Directors may make such rules and
  regulations as it may deem expedient concerning the issue, transfer,
  conversion, and registration of certificates for shares of the capital
  stock of the Company. 
  
     Section 4.  The Board of Directors may direct a new certificate
  representing shares to be issued in place of any certificate theretofore
  issued by the Company alleged to have been lost or destroyed, upon the
  making of an affidavit of that fact by the person claiming the certificate
  to be lost or destroyed. When authorizing such issue of a new certificate,
  the Board of Directors, in its discretion and as a condition precedent to
  the issuance thereof, may require the owner of such lost or destroyed
  certificate, or his legal representative, to advertise the same in such
  manner as it shall require and/or give the Company a bond in such form,
  in such sum, and with such surety or sureties as it may direct as
  indemnity against any claim that may be made against the Company and its
  Transfer Agents and Registrars and its Co-Transfer Agents and
  Co-Registrars with respect to the certificate alleged to have been lost or
  destroyed. 
  
     Section 5.  Transfers of shares of stock shall be made on the books
  of the Company only by the person named in the certificate or by attorney,
  lawfully constituted in writing, and upon surrender of the certificate
  therefor. 
  
     Section 6.  The Board of Directors may close the stock transfer books
  of the Company for a period not to exceed sixty (60) days 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 distribution and share dividend, or in order to make a
  determination of shareholders for any purpose, provided that if such books
  shall be closed for the purpose of determining shareholders entitled to
  notice of or to vote at a shareholders' meeting, such books shall be
  closed for at least ten (10) days immediately preceding such meeting. In
  lieu of so closing the stock transfer books, the Board of Directors may
  fix a date in advance, not exceeding sixty (60) days preceding the date
  of any meeting of shareholders, or the date for the payment of any
  distribution and share dividend or the date for the allotment of rights,
  or the date when any change or conversion or exchange of capital stock
  shall go into effect, as a record date for the respective determination
  of the shareholders entitled to notice of, and to vote at, any such
  meeting, or entitled to receive payment of any such distribution and share
  dividend, or to any such allotment of rights, or to exercise rights in
  respect of any such change, conversion or exchange of capital stock and
  in such case such shareholders and only such shareholders as shall be
  shareholders of record on the date so fixed shall be entitled to such
  notice of, and to vote at, such meeting, or to receive payment of such
  distribution and share dividend, or to receive such allotment of rights,
  or to exercise such rights, as the case may be, notwithstanding any
  transfer of any shares of stock on the books of the Company after any such
  record date fixed as aforesaid. In the absence of any designation with
  respect thereto by the Board of Directors, the date upon which the notice
  of a meeting is mailed or resolutions declaring a distribution and share
  dividend are adopted shall be the record date for such determination in
  regard to meetings of shareholders or declarations of distributions and
  share dividends. 
  
     Section 7.  The Company shall be entitled to treat the holder of
  record of any share or of stock as the holder in fact thereof and,
  accordingly, shall not be bound to recognize any equitable or other claim
  to or interest in such share on the part of any other person, whether or
  not it shall have express or other notice thereof, save as expressly
  provided by the laws of Texas. 
  
     Section 8.  Bonds, debentures and other evidence of indebtedness of
  the Company shall be signed by the Chairman, the President or any Vice
  President and the Treasurer or an Assistant Treasurer and shall bear the
  corporate seal and when so executed shall be binding upon the Company, but
  not otherwise. The seal of the Company thereon may be facsimile, engraved
  or printed, and where any such bond, debenture or other evidence of
  indebtedness is authenticated with the manual signature of an authorized
  officer of the Company or trustee appointed or named by an indenture of
  trust or other agreement under which such security is issued, the
  signature of any of the Company's officers authorized to execute such
  security may be facsimile. 
  
     Section 9.  In case any officer who signed, or whose facsimile
  signature has been placed on any certificate representing shares of stock,
  bond, debenture or evidence of indebtedness of this Company shall cease
  to be an officer of the Company for any reason before the same has been
  issued or delivered by the Company, such certificate, bond, debenture or
  evidence of indebtedness may nevertheless be issued and delivered as
  though the person who signed it or whose facsimile signature had been
  placed thereon had not ceased to be such officer. 
  
  
                        ARTICLE VII 
                              
         Deeds and Other Instruments of Conveyance 
                              
  Section 1.  Deeds and other instruments of the Company conveying land
  or any interest in land shall be signed by the Chairman, the President or
  a Vice President or attorney-in-fact of the Company when authorized by
  appropriate resolution of the Board of Directors or shareholders, and when
  required by law, shall be attested by the Corporate Secretary or an
  Assistant Corporate Secretary and shall bear the corporate seal, and when
  so executed shall be binding upon the Company, but not otherwise. 
  
  
                        ARTICLE VIII 
                              
            Checks, Drafts and Bills of Exchange 
                              
  Section 1.   The Chairman or the President of the Company may
  from time to time establish General Bank Accounts, Depository Bank
  Accounts, and such Special Bank Accounts as in the judgment of either of
  them may be needed in carrying on and dispatching the business of the
  Company. All checks, drafts and bills of exchange issued in the name of
  the Company and calling for the payment of money out of said General
  Accounts, Depository Accounts, or Special Accounts of the Company shall
  be signed by the Controller or Assistant Controller, or such agents and
  employees as the Chairman or the President may from time to time designate
  and authorize to sign for the Controller, and countersigned by the
  Treasurer or any Assistant Treasurer, or such agents and employees as the
  Chairman or the President may from time to time designate and authorize
  to sign for the Treasurer; and when so designated by the Chairman or the
  President, the signature of the Treasurer or an Assistant Treasurer may
  be affixed by the use of a check-signing machine; provided that for the
  purpose of transferring funds from any bank or depository at which the
  Company has funds on deposit to any other bank or depository of the
  Company for credit to the Company's account, a form of check having
  plainly printed upon its face "DEPOSITORY TRANSFER CHECK," and being by
  its wording payable to a bank or depository for credit to the account of
  the Company, is hereby authorized, and such checks shall require no
  signature other than the name of the Company printed at the lower right
  corner; and further provided that checks, drafts and bills of exchange
  issued in the name of the Company in the amount of $25,000.00 or less need
  bear only one signature and that being the signature of the Treasurer or
  an Assistant Treasurer, affixed either manually or by the use of a
  check-signing machine, or the manual signature of such agents and employees as
  the Chairman or the President may from time to time designate and
  authorize to sign for the Treasurer; and provided further that checks and
  drafts issued in the name of the Company and calling for the payment of
  production revenue or royalties need bear only one signature and that
  being the signature of the Treasurer or an Assistant Treasurer, affixed
  either manually or by the use of a check-signing machine, or the manual
  signature of such agents and employees as the Chairman or the President
  may from time to time designate and authorize to sign for the Treasurer;
  and provided further that checks and drafts issued in the name of the
  Company and calling for payment of money out of Special Bank Accounts
  established for the payment of dividends need bear only one signature and
  that being the signature of the Treasurer or an Assistant Treasurer,
  affixed either manually or by the use of a check-signing machine, or the
  manual signature of such agents and employees as the Chairman or the
  President may from time to time designate and authorize to sign for the
  Treasurer; and further provided that no person authorized to sign checks
  or drafts may sign a check or draft payable to himself. When in such
  applicable manner, but not otherwise, every check, draft or bill of
  exchange issued in the name of the Company and calling for the payment of
  money out of the General Bank Accounts, Depository Bank Accounts, and
  Special Bank Accounts of the Company shall be valid and enforceable
  according to its wording, tenor and effect, but not otherwise. Provided,
  however, that for the purpose of transferring funds between accounts of
  the Company, from accounts of the Company to accounts of subsidiaries and
  affiliates, from accounts of the Company for the purpose of investment of
  corporate funds, and from accounts of the Company for the payment of
  dividends, the Treasurer or an Assistant Treasurer, or such agents and
  employees as the Chairman or the President may from time to time designate
  and authorize, may make such transfer of funds by bank wire transfers
  through oral or written instructions; and for the purpose of transferring
  funds from accounts of the Company to accounts of other third parties, the
  Company may make such transfers by electronic funds transfer, irrespective
  of amount, when authorized by oral, computer-generated or written
  instructions which are given by any two of the Treasurer, an Assistant
  Treasurer, the Controller, an Assistant Controller, or such other agents
  or employees as the Chairman and President may from time to time authorize
  to act for the Treasurer or Controller.
  
     Section 2.  The Treasurer of the Company may establish special bank
  accounts designated as Agent's Account in such bank or banks as in his
  judgment may be needed in carrying on and dispatching the business of the
  Company, provided that the Treasurer in establishing and maintaining such
  accounts shall keep only such funds therein and in such amount as may be
  required for the local needs of such accounts and provided that checks or
  drafts issued against or drawn on such accounts shall be valid and binding
  on the Company according to their wording, tenor and effect when signed
  by either the Treasurer of the Company or by such agent or employee of the
  Company as may be designated by the Treasurer in writing to such bank or
  when signed in such manner and by such agent or employee of the Company
  as may be designated by the Chairman or the President of the Company; and
  further provided that checks and drafts issued in the name of the Company
  against funds in such Agent's Account in the amount of $1,000.00 or more
  must be countersigned by two persons authorized to sign such checks or
  drafts. 
  
  
  
                         ARTICLE IX 
                              
                        Fiscal Year 
                              
  Section 1.  The fiscal year shall begin on the first day of January
  in each year. 
  
  
  
                         ARTICLE X 
                              
             Distributions and Share Dividends 
                              
  Section 1.  Distributions and share dividends upon the outstanding
  shares of the Company, subject to the provisions of the Articles of
  Incorporation, if any, may be declared by the Board of Directors at any
  regular or special meeting. Distributions may be paid in cash or property,
  and share dividends may be paid in shares of the authorized but unissued
  shares or in treasury shares, of the Company subject to the provisions of
  the Articles of Incorporation. 
  
  
  
                         ARTICLE XI 
                              
                          Reserves 
                              
  Section 1.  There may be created by resolution of the Board of
  Directors out of the earned surplus of the Company such reserve or
  reserves as the Directors from time to time, in their discretion, think
  proper to provide for contingencies, or to equalize dividends, or to
  repair or maintain any property of the Company, or for such other purpose
  as the Directors shall think beneficial to the Company, and the Directors
  may modify or abolish any such reserve in the manner in which it was
  created. 
  
  
                        ARTICLE XII 
                              
                            Seal 
                              
  Section 1.   The Company's seal shall have inscribed thereon the name
  of the Company and the words "Corporate Seal, Texas." Said seal may be
  used by causing it or a facsimile thereof to be impressed or affixed or
  reproduced or otherwise.
  
  
                        ARTICLE XIII
  
                      Indemnification 
  
     Section 1.  The Company shall indemnify, and advance or reimburse
  reasonable expenses incurred by, any person who (1) is or was a director
  or officer of the Company or (2) while a director or officer of the
  Company, its divisions or subsidiaries, is or was serving at the request
  of the Company, pursuant to a resolution adopted by the Board of
  Directors, as a director, officer, partner, venturer, proprietor, trustee,
  employee, agent or similar functionary of another foreign or domestic
  corporation, partnership, joint venture, sole proprietorship, trust,
  employee benefit plan or other enterprise, to the fullest extent that a
  Company may or is required to grant indemnification to, or advance or
  reimburse reasonable expenses incurred by, a director under the Act. The
  Company, pursuant to a resolution adopted by the Board of Directors, may
  indemnify any such persons to such further extent as permitted by law. 
  
     Section 2.  The Company, pursuant to a resolution adopted by the
  Board of Directors, may indemnify, and advance or reimburse reasonable
  expenses incurred by, any other person to the fullest extent permitted
  under the Act.
  
     Section 3.  Action by the Board of Directors to amend, modify or
  terminate ARTICLE XIII, Section 1 or Section 2, shall be prospective from
  the effective date of such action and any rights or obligations resulting
  from an event or events occurring prior thereto shall be governed by the
  provisions of Section 1 or Section 2, as the case may be, of this ARTICLE
  XIII as of the date of such event or events.
  
  
                        ARTICLE XIV 
                              
                         Amendments 
                              
  Section 1.  The power to alter, amend, suspend or repeal the Bylaws
  or to adopt new Bylaws shall be vested in, and shall require the approval
  of, the majority of Continuing Directors then in office; provided,
  however, that any Bylaw or Amendment thereto as adopted by the Board of
  Directors may be altered, amended, suspended or repealed by the vote of
  the holders of 662/3% of the shares entitled to vote for the election of
  Directors or a new Bylaw in lieu thereof may be adopted by vote of such
  shareholders. No Bylaw which has been altered, amended or adopted by such
  a vote of the shareholders may be altered, amended, suspended or repealed
  by vote of the Directors until two years after such action by vote of the
  shareholders. 
  
  
                         ARTICLE XV 
                              
             Restrictions on Foreign Ownership 
                              
  Section 1.  The purpose of this Article XV is to limit ownership and
  control of shares of any class of capital stock of the Company by persons
  who are not Eligible Citizens in order to permit the Company or any of its
  Subsidiaries to conduct its business as a U.S. Mineral Lessee. The Board
  of Directors is hereby authorized to adopt such resolutions, and to effect
  any and all other measures reasonably necessary or desirable (consistent
  with applicable law and the provisions of the Articles of Incorporation)
  to fulfill the purpose and implement the restrictions of this Article XV,
  including without limitation, requiring, as a condition precedent to the
  transfer of shares on the records of the Company, representations and
  other proof as to the identity of existing or prospective shareholders and
  persons on whose behalf of shares of any class of capital stock of the
  Company or any interest therein or right thereof are or are to be held and
  as to whether or not such persons are Eligible Citizens. 
  
     Section 2.  Any transfer, or attempted or purported transfer, of any
  shares of any class of capital stock issued by the Company or any interest
  therein or right thereof, which would result in the ownership or control
  by one or more non-Eligible Citizens of the shares of any class of capital
  stock of the Company or of any interest or right therein will, until such
  condition no longer exists, be void and will be ineffective as against the
  Company and the Company will not recognize the purported transferee as a
  shareholder of the Company for any purpose other than the transfer of such
  shares to a person who is an Eligible Citizen provided, however, that such
  shares may nevertheless be deemed to be shares held or owned by
  non-Eligible Citizens for the purposes of this Article XV. 
  
     Section 3.  No shares of the outstanding capital stock of the Company
  or any class thereof transferred to, or acquired or held by, a
  non-Eligible Citizen shall be entitled to receive or accrue any rights with
  respect to any dividends or other distributions of assets declared payable
  or paid to the holders of such capital stock during such period.
  Furthermore, no shares held by or for the benefit of any non-Eligible
  Citizen will be entitled to vote with respect to any matter submitted to
  stockholders of the Company so long as such condition exists. 
  
     Section 4.  If at any time (i) the Company is named, or is threatened
  to be named, as a party in a judicial or administrative proceeding that
  seeks the cancellation or forfeiture of any property, lease, right or
  license in which the Company has an interest or (ii) if, in the opinion
  of the Board of Directors, the Company's ability to hold any property,
  lease, right or license would be prohibited or restricted because of the
  nationality, citizenship, residence, or other status, of any shareholder
  of the Company (or, in the case of a shareholder which is a Company,
  partnership or association, of any shareholder, owner, partner or member
  of such shareholder), the Company may redeem the shares held by such
  shareholder at the then Current Market Price and upon such terms as shall
  be determined by the Board of Directors, in their sole discretion. 
  
     Section 5.  "Current Market Price" per share of capital stock of the
  Company on any date is the average of the Quoted Prices of such class of
  capital stock during the four trading weeks before the date in question.
  In the absence of one or more such quotations, the Board of Directors
  shall determine the current market price on the basis of such quotations
  as it considers appropriate. 
  
     "Eligible Citizen" means any person (including a Company,
  partnership or other entity) whose ownership, holding or control of shares
  in the Company would not, by reason of such person's citizenship or the
  citizenship of its members or owners or otherwise, (1) disqualify the
  Company or any of its Subsidiaries from owning, acquiring, holding,
  possessing, or leasing oil, gas or other minerals, mineral deposits, land,
  vessels or any other property, licenses, or rights of any nature
  whatsoever in federal lands or leases under federal laws and regulations
  in effect from time to time, or (2) violate any other qualifications as
  the Board of Directors deems in its reasonable discretion are necessary
  or appropriate to permit the Company and its Subsidiaries to engage in any
  other business activities for which there may be qualifications or
  restrictions on shareholders of the Company or any of its Subsidiaries
  applicable under federal or state law. A person is an Eligible Citizen if
  the applicable following requirement is met: (1) for an individual, that
  he is native-born, naturalized or a derivative Citizen of the United
  States or otherwise qualifies as a United States citizen; (2) for a
  Company, that is organized or existing under the laws of the United
  States, a state, the District of Columbia or United States territory or
  possession, that at least 75% of the ownership interest in, and the voting
  power over, the Company is held by Eligible Citizens, that the Company's
  president or other chief executive officer and the chairman of its board
  of directors are United States citizens and that no more than a minority
  of the number of directors required to constitute a quorum are non-United
  States citizens; (3) for a partnership, that all of the interests in the
  partnership, are owned by Eligible Citizens; (4) for a trust, that each
  of its trustees and each of its beneficiaries is an Eligible Citizen; and
  (5) for an association, joint venture, or other entity, that all members,
  venturers or other equity participants are Eligible Citizens and that such
  association, joint venture or other entity is capable of holding leases
  or other interest in federal minerals or lands under the laws of the
  United States. 
  
     "Quoted Price" means, with respect to any class of capital stock of
  the Company, the last reported sales price regular way or, in case no such
  reported sale takes place on such day, the average of the closing bid and
  asked prices regular way for such day, in each case on the principal
  national securities exchange on which the shares of such class of capital
  stock are listed or admitted to trading or, if not listed or admitted to
  trading, the last sale price regular way for such shares as published by
  NASDAQ, or if such last price is not so published by NASDAQ or if no such
  sale takes place on such day, the mean between the closing bid and asked
  prices for such shares as published by NASDAQ or in the absence of any of
  the foregoing, the fair market value as determined by the Board of
  Directors. 
  
     "Subsidiary" means any Company more than 50% of the outstanding
  capital stock of which is owned by the Company or any Subsidiary of the
  Company. 
  
     "U.S. Mineral Lessee" means any Company or other entity directly or
  indirectly owning, acquiring, holding, possessing, or leasing oil, gas or
  other minerals, mineral deposits, lands, vessels or any other property,
  licenses, or rights of any nature whatsoever in federal lands or leases
  under federal laws and regulations in effect from time to time, including,
  without limitation, the Mineral Leasing Act of 1920, as amended, 30
  U.S.C.A. 181 et seq. 
  
  
  As amended by the Board of
  Directors on August 12, 1997

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