EXHIBIT 3.8

                                                  AS AMENDED THROUGH
                                                  MARCH 3, 1998


                                   BYLAWS

                                     OF

                       CARRINGTON LABORATORIES, INC.



                                ARTICLE ONE

                                  OFFICES

        The  Corporation  may have, in addition to its registered office
   in  the  State of Texas, such other offices and places of business at
   such  locations,  both  within and without the State of Texas, as the
   Board  of  Directors  may from time to time determine or the business
   and affairs of the Corporation may require.


                                ARTICLE TWO

                           SHAREHOLDERS' MEETINGS

        Section  1.    Annual  Meetings.    An  annual  meeting  of  the
   shareholders,  commencing  with  the year 1989, shall be held at such
   time  and place, and on such date during the month of March, April or
   May  of  each  year,  as  shall  be  determined  by  or in the manner
   authorized  by  the  Board of Directors.  At each annual meeting, the
   shareholders shall elect a board of directors and transact such other
   business as may properly be brought before the meeting.

        Section   2.    Special  Meetings.    Special  meetings  of  the
   shareholders,  for  any   purpose   or   purposes,  unless  otherwise
   prescribed by statute, the Articles of Incorporation or these Bylaws,
   may  be called by the Chairman of the Board, the President, the Board
   of  Directors  or the holders of at least ten (10) percent of all the
   shares  entitled  to vote at the proposed special meeting, unless the
   Articles of Incorporation provide for a number of shares greater than
   or  less  than  ten  (10)  percent,  but  not greater than fifty (50)
   percent,  in  which event special meetings of the shareholders may be
   called  by  the  holders  of  at  least  the  percentage of shares so
   specified in the Articles of Incorporation.  Only business within the
   purpose  or  purposes  described  in the notice of special meeting of
   shareholders may be conducted at the meeting.

        Section  3.   Place of Meetings.  Meetings of shareholders shall
   be  held at such places, within or without the State of Texas, as may
   from  time  to time be fixed by the Board of Directors or as shall be
   specified  or  fixed  in  the respective notices or waivers of notice
   thereof.
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        Section  4.  Voting List.  The officer or agent having charge of
   the stock transfer books for shares of the Corporation 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  or principal place of business of the Corporation
   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  5.    Notice  of  Meetings.   Written or printed notice
   stating  the  place, day and hour of each meeting of the shareholders
   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 of the
   Board,  the  President,  the Secretary or the body, officer or person
   calling  the  meeting, to each shareholder of record entitled to vote
   at the meeting.

        Section 6.  Quorum and Act of Shareholders.  With respect to any
   meeting  of shareholders, a quorum shall be present for any matter to
   be  presented  at  that  meeting  if the holders of a majority of the
   shares entitled to vote at the meeting are represented at the meeting
   in  person  or by proxy, unless otherwise provided in the Articles of
   Incorporation  in  accordance  with applicable law.  Unless otherwise
   provided  in  the  Articles  of  Incorporation  or  these Bylaws, the
   shareholders  represented  in  person  or  by  proxy  at a meeting of
   shareholders at which a quorum is not present may adjourn the meeting
   until  such  time and to such place as may be determined by a vote of
   the  holders  of a majority of the shares represented in person or by
   proxy  at  that  meeting.    At any such adjourned meeting at which a
   quorum   shall  be  present  or  represented,  any  business  may  be
   transacted  that  might  have  been  transacted  at  the  meeting  as
   originally convened.

             With  respect  to  any  matter,  other than the election of
   directors  or  a matter for which the affirmative vote of the holders
   of  a specified portion of the shares entitled to vote is required by
   statute,  the  Articles  of Incorporation or these Bylaws, 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.   Unless otherwise provided in the Articles of Incorporation
   or   these  Bylaws,  once  a  quorum  is  present  at  a  meeting  of
   shareholders  the  shareholders  represented in person or by proxy at
   the  meeting  may  conduct  such  business as may be properly brought
   before  the  meeting  until  it  is  adjourned,  and  the  subsequent
   withdrawal  from the meeting of any shareholder or the refusal of any
   shareholder  represented  in  person  or  by  proxy to vote shall not
   affect the presence of a quorum at the meeting.

        Section   7.    Voting  of  Shares.    Each  outstanding  share,
   regardless  of  class,  shall  be entitled to one vote on each matter
   submitted  to  a  vote at a meeting of shareholders, except as and to
   the  extent  otherwise  provided  by  statute  or  by the Articles of
   Incorporation.  At any meeting of the shareholders, every shareholder
   having  the  right to vote shall be entitled to vote either in person
   or  by  proxy  executed  in writing by such shareholder.  A telegram,
   telex,  cablegram  or  similar  transmission by the shareholder, or a
   photographic,  photostatic,  facsimile  or  similar reproduction of a
   writing executed by the shareholder, shall be treated as an execution
   in writing for purposes of this Section.

             No  proxy  shall be valid after eleven (11) months from the
   date  of  its execution unless otherwise provided in the proxy.  Each
   proxy  shall  be revocable unless the proxy form conspicuously states
   that  the  proxy  is  irrevocable  and  the  proxy is coupled with an
   interest.    Proxies coupled with an interest include the appointment
   as  proxy  of: (1) a pledgee; (2) a person who purchased or agreed to
   purchase,  or  owns or holds an option to purchase, the shares; (3) a
   creditor  of  the  Corporation  who  extended  it  credit under terms
   requiring  the  appointment; (4) an employee of the Corporation whose
   employment  contract  requires  the  appointment; or (5) a party to a
   voting  agreement  created under Section B, Article 2.30 of the Texas
   Business  Corporation  Act.    Each  proxy  shall  be  filed with the
   Secretary of the Corporation prior to or at the time of the meeting.

        Section 8.  Action Without a Meeting.  Any action required to be
   taken  at  any  annual  or  special  meeting  of  shareholders of the
   Corporation,  or  any  action  which  may  be  taken at any annual or
   special meeting of such shareholders, may be taken without a meeting,
   without  prior  notice  and  without a vote, if a consent in writing,
   setting  forth  the  action  so  taken,  shall  be  signed by all the
   shareholders  entitled  to  vote  with  respect to the subject matter
   thereof.

        Section  9.    Telephone Meetings.  Subject to the provisions of
   applicable  law  and  these  Bylaws  regarding  notice  of  meetings,
   shareholders  may,  unless  otherwise  restricted  by the Articles of
   Incorporation  or  these Bylaws, participate in and hold a meeting by
   using  conference  telephone  or  similar communications equipment by
   means of which all persons participating in the meeting can hear each
   other,  and participation in a meeting pursuant to this Section shall
   constitute  presence  in person at such meeting, except when a person
   participates  in  the meeting for the express purpose of objecting to
   the  transaction  of  any business on the ground that the meeting was
   not lawfully called or convened.

        Section  10.    Notice of Shareholder Business.  At a meeting of
   the shareholders, only such business shall be conducted as shall have
   been  properly  brought  before  the meeting.  To be properly brought
   before  a  meeting,  business  must (a) be specified in the notice of
   meeting  (or  any supplement thereto) given by or at the direction of
   the  Board of Directors or by or at the direction of the shareholders
   calling  the  meeting  pursuant to Section 2 of this Article Two, (b)
   otherwise  be  properly  brought  before  the  meeting  by  or at the
   direction  of the Board of Directors or (c) otherwise (i) be properly
   requested to be brought before the meeting by a shareholder of record
   entitled  to  vote  in  the election of directors generally, and (ii)
   constitute a proper subject to be brought before such meeting.

             Any shareholder who intends to bring any matter (other than
   the  election  of  directors) before a meeting of shareholders and is
   entitled  to  vote on such matter must deliver written notice of such
   shareholder's  intent  to  bring  such  matter  before the meeting of
   shareholders,  either  by personal delivery or by United States mail,
   postage  prepaid,  to  the Secretary of the Corporation.  Such notice
   must be received by the Secretary not later than the following dates:
   (A)  with  respect  to  an annual meeting of shareholders, 60 days in
   advance  of such meeting if such meeting is to be held on a day which
   is  within  30  days preceding the anniversary of the previous year's
   annual meeting, or 90 days in advance of such meeting if such meeting
   is  to  be  held  on  or after the anniversary of the previous year's
   annual  meeting;  and  (B)  with  respect  to  any  other  meeting of
   shareholders,  the close of business on the seventh day following the
   date  on which notice of such meeting is first given to shareholders.
   A  shareholder's  notice  to the Secretary shall set forth as to each
   matter  the  shareholder  proposes  to  bring  before  the meeting of
   shareholders  (1)  a  brief description of the business desired to be
   brought  before  the  meeting  and  the  reasons  for conducting such
   business  at the meeting, (2) the name and address, as they appear on
   the  Corporation's books, of the shareholder proposing such business,
   (3) the class and number of shares of the Corporation which are owned
   by  the  shareholder and (4) any material interest of the shareholder
   in such business.

             No business shall be conducted at a meeting of shareholders
   except  in  accordance  with the procedures set forth in this Section


   10.  If any business proposed to be brought before a meeting is not a
   proper subject for the meeting or was not properly brought before the
   meeting  in  accordance  with  the provisions of this Section 10, the
   chairman  of  the  meeting  shall so declare to the meeting, and such
   business shall not be conducted.


                               ARTICLE THREE

                             BOARD OF DIRECTORS

        Section  1.    Management of the Corporation.  The powers of the
   Corporation  shall be exercised by or under the authority of, and the
   business  and  affairs  of the Corporation shall be managed under the
   direction  of,  the  Board  of Directors, which may exercise all such
   powers  of  the Corporation and do all such lawful acts and things as
   are  not  by  statute,  the Articles of Incorporation or these Bylaws
   directed or required to be exercised or done by the shareholders.

        Section  2.    Number;  Qualifications;  Chairman.  The Board of
   Directors  shall  consist of not less than five (5) and not more than
   nine  (9)  directors,  and  the exact number of directors which shall
   constitute the Board of Directors shall be fixed from time to time by
   resolution  of  the Board; provided, however, that no decrease in the
   number  of  directors constituting the Board shall have the effect of
   shortening the term of any incumbent director.  None of the directors
   need  be shareholders of the Corporation or residents of the State of
   Texas.

             The  directors,  other than those who may be elected by the
   holders of shares of any class or series of stock having a preference
   over the Common Stock as to dividends or upon liquidation pursuant to
   the terms of any resolution or resolutions providing for the issuance
   of such stock adopted by the Board, shall be classified, with respect
   to  the time for which they severally hold office, into three classes
   with,  as  nearly  as  possible, an equal number of directors in each
   class.  If at any time the number of directors constituting the Board
   of  Directors,  as  fixed  by  resolution of the Board, is not evenly
   divisible  by  three,  then,  subject  to  the  requirements  of  the
   immediately  preceding sentence, the Board shall determine the number
   of  directors  that each class of directors shall comprise; provided,
   however,  that this sentence shall not empower the Board of Directors
   to change the term of any incumbent director.

             At   the  1992   annual   meeting   of   shareholders,  the
   shareholders  shall  elect  that number of directors constituting the
   entire  Board,  divided  into  three  classes  with  terms  expiring,
   respectively,   at  the  1993,  1994  and  1995  annual  meetings  of
   shareholders.    At  the  1993 annual meeting of shareholders, and at
   each  annual  meeting  of  shareholders  thereafter, the shareholders
   shall  elect  the  successors  of  the  class of directors whose term
   expires  at  such  meeting, to hold office for a term expiring at the
   annual  meeting  of shareholders held in the third year following the
   year of their election.

             In  each  election  of  directors,  the persons receiving a
   plurality  of  the  votes  cast,  up to the number of directors to be
   elected  in  such  election,  shall be deemed elected.  Each director
   elected  shall  hold  office for the term for which he is elected and
   until  his  successor  is  elected and qualified or until his earlier
   death, resignation, disqualification or removal from office.

             At  its  first  meeting  following  each  annual meeting of
   shareholders,  the  Board of Directors shall elect one of its members
   as  the  Chairman of the Board.  The person so elected shall serve as
   chairman  of the Board of Directors and shall preside when present at
   meetings  of  the  shareholders  and  of  the Board of Directors.  In
   addition  to  the  powers  and duties prescribed by these Bylaws, the
   Chairman  of  the Board shall have such other powers and perform such
   other duties as are delegated or assigned to him from time to time by
   the  Board  of Directors or the Executive Committee.  The Chairman of
   the Board shall not be deemed to be an officer of the Corporation.

        Section  3.  Notification of Nominations.  Subject to the rights
   of  the  holders  of any class or series of stock having a preference
   over  the  Common   Stock  as  to   dividends  or  upon  liquidation,
   nominations for the election of directors may be made by the Board of
   Directors  or by any shareholder entitled to vote for the election of
   directors.    Any  shareholder  entitled  to vote for the election of
   directors at a meeting may nominate persons for election as directors
   only  if  written  notice  of  such shareholder's intent to make such
   nominations is given, either by personal delivery or by United States
   mail,  postage prepaid, to the Secretary of the Corporation not later
   than  (i) with respect to an election to be held at an annual meeting
   of  shareholders,  90  days in advance of such meeting, and (ii) with
   respect   to  an  election  to  be  held  at  a  special  meeting  of
   shareholders  for the election of directors, the close of business on
   the seventh day following the date on which notice of such meeting is
   first given to shareholders.

             Each such notice shall set forth:  (a) the name and address
   of  the  shareholder who intends to make the nomination of the person
   or persons to be nominated; (b) a representation that the shareholder
   is a holder of record of stock of the Corporation entitled to vote at
   such  meeting  and  intends  to  appear  in person or by proxy at the
   meeting  to  nominate  the person or persons specified in the notice;
   (c)  a  description of all arrangements or understandings between the
   shareholder  and each nominee and any other person or persons (naming
   such   person  or  persons)  pursuant  to  which  the  nomination  or
   nominations  are  to  be  made  by  the  shareholder;  (d) such other
   information  regarding  each  nominee proposed by such shareholder as
   would  have  been  required to be included in a proxy statement filed
   pursuant to the proxy rules of the Securities and Exchange Commission
   had  each nominee been nominated, or intended to be nominated, by the
   Board  of  Directors;  and (e) the written consent of each nominee to
   serve  as  a director of the Corporation if so elected.  The chairman
   of the meeting may refuse to acknowledge the nomination of any person
   not made in compliance with the foregoing procedure.

        Section  4.    Removal; Filling of Vacancies.  Any or all of the
   directors  may  be  removed,  but  only  for cause, at any meeting of
   shareholders  called  expressly  for that purpose, by the affirmative
   vote,  in  person  or  by  proxy, of the holders of a majority of the
   shares  then  entitled  to  vote  at  an  election of directors.  Any
   vacancy  occurring  in  the  Board  of  Directors, resulting from the
   death,  resignation,  retirement,  disqualification  or  removal from
   office  of  any  director,  or  otherwise  than  as  the result of an
   increase in the number of directors, may be filled by the affirmative
   vote  of  a  majority  of the remaining directors, though less than a
   quorum of the Board of Directors, or may be filled by election at any
   annual  or  special  meeting  of  the  shareholders  called  for that
   purpose.    A director elected to fill a vacancy shall be elected for
   the unexpired term of his predecessor in office.

             A  directorship  to  be filled by reason of any increase in
   the number of directors may be filled by the Board of Directors for a
   term  of office continuing only until the next election of one (1) or
   more  directors  by the shareholders, or may be filled by election at
   any  annual  or  special  meeting of the shareholders called for that
   purpose;  provided that the Board of Directors may not fill more than
   two  (2)  such  directorships  during  the period between any two (2)
   successive annual meetings of shareholders.

        Section  5.    Place  of  Meetings.    Meetings  of the Board of
   Directors,  annual,  regular or special, may be held either within or
   without the State of Texas.

        Section  6.    Annual Meetings.  The first meeting of each newly
   elected  Board  of  Directors  shall  be  held  for  the  purpose  of
   organization  and  the  transaction  of  any  other business, without
   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  7.  Regular Meetings.  Regular meetings of the Board of
   Directors,  of  which  no notice shall be necessary, shall be held at
   such times and places as may be fixed from time to time by resolution
   adopted  by  the  Board and communicated to all directors.  Except as
   otherwise provided by statute, the Articles of Incorporation or these
   Bylaws,  any  and  all  business  may  be  transacted  at any regular
   meeting.

        Section  8.  Special Meetings.  Special meetings of the Board of
   Directors may be called by the Chairman of the Board or the President
   on twenty-four (24) hours' notice to each director, either personally
   or  by  mail or by telegram.  Special meetings shall be called by the
   President  or  Secretary  in  like  manner  and on like notice on the
   written  request  of  two  (2) directors.  Except as may be otherwise
   expressly  provided by statute or by the Articles of Incorporation or
   by  these  Bylaws,  neither the business to be transacted at, nor the
   purpose  of, any regular or special meeting of the Board of Directors
   need be specified in the notice or waiver of notice of such meeting.

        Section 9.  Quorum and Manner of Acting.  At all meetings of the
   Board  of  Directors  the  presence  of  a  majority of the number of
   directors fixed by or in the manner provided in these Bylaws shall be
   necessary  and  sufficient to constitute a quorum for the transaction
   of  business except as otherwise provided by statute, the Articles of
   Incorporation  or  these  Bylaws.    The  act  of  a  majority of the
   directors  present at a meeting at which a quorum is present shall be
   the  act of the Board of Directors unless the act of a greater number
   is  required  by  statute,  the  Articles  of  Incorporation or these
   Bylaws,  in  which  case  the  act  of  such  greater number shall be
   requisite  to constitute the act of the Board.  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 shall be
   present.    At  any  such  adjourned  meeting  any  business  may  be
   transacted  that  might  have  been  transacted  at  the  meeting  as
   originally convened.

        Section  10.    Action  Without  a  Meeting.    Unless otherwise
   restricted  by  the  Articles  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 committee, as the case may
   be, consent thereto in writing, and the writing or writings are filed
   with the minutes of proceedings of the Board or committee.

        Section  11.   Telephone Meetings.  Subject to the provisions of
   applicable law and these Bylaws regarding notice of meetings, members
   of  the  Board of Directors or members of any committee designated by
   such  Board  may,  unless  otherwise  restricted  by  the Articles of
   Incorporation  or  these Bylaws, participate in and hold a meeting of
   such Board of Directors or committee by using conference telephone or
   similar  communications  equipment  by  means  of  which  all persons
   participating  in  the meeting can hear each other, and participation
   in  a  meeting  pursuant to this Section shall constitute presence in
   person  at  such  meeting,  except  when a person participates in the
   meeting  for  the  express purpose of objecting to the transaction of
   any  business  on the ground that the meeting was not lawfully called
   or convened.

        Section  12.    Interested Directors and Officers.  An otherwise
   valid contract or transaction between the Corporation and one or more
   of  its  directors  or  officers,  or between the Corporation and any
   other domestic or foreign corporation or other entity in which one or
   more  of  the  Corporation  s  directors or officers are directors or
   officers or have a financial interest, shall be valid notwithstanding
   whether  the director or officer is present at or participates in the
   meeting   of  the  Board  of  Directors  or  committee  thereof  that
   authorizes  the  contract or transaction, and notwithstanding whether
   his  vote is counted for such purpose, if any one of the following is
   satisfied:  (1) the material facts as to his relationship or interest
   and  as  to the contract or transaction are disclosed or are known to
   the  Board  of Directors or the committee, and the Board of Directors
   or  committee in good faith authorizes the contract or transaction by
   the  affirmative  vote  of a majority of the disinterested directors,
   even though the disinterested directors be less than a quorum; or (2)
   the  material  facts as to his relationship or interest and as to the
   c o n tract  or  transaction  are  disclosed  or  are  known  to  the
   s h a reholders  entitled  to  vote  thereon,  and  the  contract  or
   transaction  is  specifically  approved  in good faith by vote of the
   shareholders;  or  (3)  the contract or transaction is fair as to the
   Corporation  as of the time it is authorized, approved or ratified by
   the  Board  of  Directors,  a  committee thereof or the shareholders.
   Common  or  interested  directors  may  be counted in determining the
   presence  of  a quorum at a meeting of the Board of Directors or of a
   committee which authorizes the contract or transaction.

        Section  13.    Directors' Compensation.  The Board of Directors
   shall  have  authority to determine, from time to time, the amount of
   compensation,  if  any,  which shall be paid to its members for their
   services   as  directors  and  as  members  of  standing  or  special
   committees.    The  Board  of  Directors shall also have power in its
   discretion  to provide for and to pay to directors rendering services
   to  the  Corporation  not  ordinarily  rendered by directors as such,
   special  compensation  appropriate  to  the value of such services as
   determined  by  the  Board  of  Directors from time to time.  Nothing
   herein  contained  shall  be  construed to preclude any director from
   s e rving  the  Corporation  in  any  other  capacity  and  receiving
   compensation therefor.

        Section  14.    Advisory  Directors.  The Board of Directors may
   appoint  such  number  of advisory directors as it shall from time to
   time  determine.   Each advisory director appointed shall hold office
   for  the  term  for  which  he is elected or until his earlier death,
   resignation,  retirement  or  removal by the Board of Directors.  The
   advisory directors shall attend and be present at the meetings of the
   Board  of Directors, although a meeting of the Board of Directors may
   be  held  without  notice  to the advisory directors and the advisory
   directors  shall not be considered in determining whether a quorum of
   the  Board  of  Directors  is  present.  The advisory directors shall
   advise  and  counsel  the  Board  of  Directors  on  the business and
   operations of the Corporation as requested by the Board of Directors;
   however,  the advisory directors shall not be entitled to vote on any
   matter presented to the Board of Directors.


                                ARTICLE FOUR

                                  NOTICES

        Section  1.    Manner  of  Giving  Notice.    Whenever under the
   provisions  of  the  statutes, the Articles of Incorporation or these
   Bylaws,  notice  is  required  to  be  given to any committee member,
   director  or shareholder of the Corporation, and no provision is made
   as  to  how  such notice shall be given, it shall not be construed to
   mean  personal notice, but any such notice may be given in writing by
   mail,   postage  prepaid,  addressed  to  such  member,  director  or
   shareholder  at  his  address as it appears on the records or (in the
   case  of  a shareholder) the stock transfer books of the Corporation.
   Any  notice required or permitted to be given by mail shall be deemed
   to  be  delivered when the same shall be thus deposited in the United
   States mail, as aforesaid.

        Section  2.   Waiver of Notice.  Whenever any notice is required
   to  be  given to any committee member, director or shareholder of the
   Corporation  under  the  provisions  of the statutes, the Articles of
   Incorporation  or these Bylaws, 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.  Attendance of a director at a meeting of the
   Board  of  Directors  shall  constitute  a  waiver  of notice of such
   meeting,  except  where  a director attends a meeting for the express
   purpose of objecting to the transaction of any business on the ground
   that the meeting is not lawfully called or convened.

        Section 3.  When Notice Not Required.  Any notice required to be
   given  to  any  shareholder  under any provision of the statutes, the
   Articles  of  Incorporation  or these Bylaws need not be given to the
   shareholder if: (1) notice of two (2) consecutive annual meetings and
   all  notices  of meetings held during the period between those annual
   meetings,  if  any,  or  (2)  all (but in no event less than two (2))
   payments  (if  sent by first class mail) of distributions or interest
   on  securities  during a twelve (12)-month period have been mailed to
   that  person, addressed at his address as shown on the records of the
   Corporation,  and  have  been  returned undeliverable.  Any action or
   meeting  taken or held without notice to such a person shall have the
   same  force  and  effect as if the notice had been duly given and, if
   the  action  taken by the Corporation is reflected in any articles or
   document  filed  with  the Secretary of State, those articles or that
   document  may state that notice was duly given to all persons to whom
   notice  was  required  to be given.  If such a person delivers to the
   Corporation  a written notice setting forth his then current address,
   the  requirement  that  notice  be  given  to  that  person  shall be
   reinstated.


                                ARTICLE FIVE

                            EXECUTIVE COMMITTEE

        Section 1.  Constitution and Powers.  The Board of Directors, by
   resolution adopted by affirmative vote of a majority of the number of
   directors  fixed  by  or  in the manner provided in these Bylaws, may
   designate one (1) or more directors (with such alternates, if any, as
   may  be deemed desirable) to constitute an Executive Committee, which
   Executive  Committee  shall  have and may exercise, when the Board of
   Directors  is  not  in  session,  all the authority and powers of the
   Board  of  Directors  in the business and affairs of the Corporation,
   even  though such authority and powers be herein provided or directed
   to be exercised by a designated officer of the Corporation; provided,
   however, that the Executive Committee shall not have the authority of
   the  Board  of  Directors (a) to amend the Articles of Incorporation,
   except  that  the  Executive Committee may, to the extent provided in
   the  resolution  designating  that  committee  or  in the Articles of
   Incorporation or these Bylaws, exercise the authority of the Board of
   Directors  vested  in it in accordance with Article 2.13 of the Texas
   Business  Corporation Act relating to the issuance of certain shares;
   (b)  to propose a reduction of the stated capital of the Corporation;
   (c) to approve a plan of merger or share exchange of the Corporation;
   (d)  to recommend to the shareholders the sale, lease, or exchange of
   all   or  substantially  all  of  the  property  and  assets  of  the
   Corporation  otherwise  than  in  the usual and regular course of its
   business;   (e)  to   recommend   to  the  shareholders  a  voluntary
   dissolution  of  the Corporation or revocation thereof; (f) to amend,
   alter  or repeal the Bylaws of the Corporation or adopt new Bylaws of
   the Corporation; (g) to fill vacancies in the Board of Directors; (h)
   to  fill vacancies in or designate alternate members of the Executive
   Committee;  (i) to fill any directorship to be filled by reason of an
   increase  in the number of directors; (j) to elect or remove officers
   of  the  Corporation or members or alternate members of the Executive
   Committee;  (k)  to  fix  the compensation of any member or alternate
   member  of  the  Executive  Committee;  (l)  to  alter  or repeal any
   resolution  of the Board of Directors that by its terms provides that
   it  shall  not  be  so  amendable  or  repealable;  or (m) unless the
   resolution  designating  the  Executive  Committee,  the  Articles of
   Incorporation  or  these  Bylaws expressly so provide, to authorize a
   distribution or the issuance of shares of the Corporation.

             T h e  designation  of  the  Executive  Committee  and  the
   delegation  thereto  of  authority  shall  not operate to relieve the
   Board  of  Directors  or  any  member  thereof  of any responsibility
   imposed upon it or him by law.  So far as practicable, members of the
   Executive  Committee and their alternates (if any) shall be appointed
   by  the  Board  of  Directors  at its first meeting after each annual
   meeting  of shareholders and, unless sooner discharged by affirmative
   vote  of  a  majority  of  the number of directors fixed by or in the
   manner  provided  in  these  Bylaws,  shall  hold  office until their
   respective  successors  are  appointed  and  qualify  or  until their
   earlier    respective    deaths,    resignations,    retirements   or
   disqualifications.

        Section  2.    Meetings.    Regular  meetings  of  the Executive
   Committee,  of  which  no notice shall be necessary, shall be held at
   such times and places as may be fixed from time to time by resolution
   adopted  by affirmative vote of a majority of the whole Committee and
   communicated  to  all  the  members  thereof. Special meetings of the
   Executive  Committee  may be called by the Chairman of the Board, the
   President  or  any two (2) members thereof at any time on twenty-four
   (24)  hours'  notice  to each member, either personally or by mail or
   telegram.   Except as may be otherwise expressly provided by statute,
   the  Articles  of Incorporation or these Bylaws, neither the business
   to be transacted at, nor the purpose of, any meeting of the Executive
   Committee need be specified in the notice or waiver of notice of such
   meeting.

             A  majority  of  the Executive Committee shall constitute a
   quorum  for the transaction of business, and the act of a majority of
   those  present  at  any meeting at which a quorum is present shall be
   the  act  of  the  Executive  Committee. The members of the Executive
   Committee  shall  act only as a committee, and the individual members
   shall have no power as such.  The Committee, at each meeting thereof,
   may  designate  one  of its members to act as chairman and preside at
   the  meeting or, in its discretion, may appoint a chairman from among
   its members to preside at all its meetings held during such period as
   the Committee may specify.

        Section  3.    Records.    The  Executive Committee shall keep a
   record  of  its  acts and proceedings and shall report the same, from
   time  to  time,  to  the  Board  of  Directors.  The Secretary of the
   Corporation, or, in his absence, an Assistant Secretary, shall act as
   secretary  of  the  Executive Committee, or the Committee may, in its
   discretion, appoint its own secretary.

        Section  4.   Vacancies.  Any vacancy in the Executive Committee
   may  be  filled  by  affirmative  vote of a majority of the number of
   directors fixed by or in the manner provided in these Bylaws.


                                ARTICLE SIX

                 OTHER COMMITTEES OF THE BOARD OF DIRECTORS

        The Board of Directors may, by resolution adopted by affirmative
   vote  of  a  majority  of  the number of directors fixed by or in the
   manner  provided  in  these  Bylaws,  designate one or more directors
   (with  such  alternates,  if  any,  as  may  be  deemed desirable) to
   constitute another committee or committees for any purpose.  Any such
   committee,  to  the  extent  so provided in such resolution or in the
   Articles  of  Incorporation  or  these  Bylaws,  shall  have  and may
   exercise  the  authority  of  the  Board of Directors, subject to any
   limitations  imposed  by  statute,  the Articles of Incorporation, or
   these  Bylaws.    Any such committee that is not granted the power to
   exercise  any  authority of the Board of Directors shall have and may
   exercise  only  the  power  of  recommending  action  to the Board of
   Directors  (and/or  the  Executive Committee, if any) and of carrying
   out  and  implementing  any  instructions  or any policies, plans and
   programs theretofore approved, authorized and adopted by the Board of
   Directors or the Executive Committee.


                               ARTICLE SEVEN

                      OFFICERS, EMPLOYEES AND AGENTS;
                             POWERS AND DUTIES

        Section  1.    Elected  Officers.    The elected officers of the
   Corporation  shall  be a President, such number of Vice Presidents as
   may  be determined from time to time by the Board (and in the case of
   each such Vice President, with such descriptive title, if any, as the
   Board  of  Directors  shall  deem  appropriate),  a  Secretary  and a
   Treasurer.    None  of  the  elected officers need be a member of the
   Board of Directors.

        Section  2.    Election.   So far as is practicable, all elected
   officers  shall  be  elected  by  the Board of Directors at its first
   meeting after each annual meeting of shareholders.

        Section  3.    Appointive  Officers.  The Board of Directors may
   also   appoint  one  or  more  Assistant  Secretaries  and  Assistant
   Treasurers  and such other officers and assistant officers and agents
   (none of whom need be a member of the Board) as it shall from time to
   time  deem necessary, who shall exercise such powers and perform such
   duties  as shall be set forth in these Bylaws or determined from time
   to time by the Board or by the Executive Committee.

        Section  4.    Two or More Offices.  Any two (2) or more offices
   may be held by the same person.

        Section  5.   Compensation.  The compensation of all officers of
   the  Corporation  shall  be  fixed  from time to time by the Board of
   Directors  or the Executive Committee.  The Board of Directors or the
   Executive  Committee  may from time to time delegate to the President
   the  authority  to  fix  the  compensation of any or all of the other
   officers of the Corporation.

        Section  6.  Term of Office; Removal; Filling of Vacancies. Each
   elected  officer  of  the  Corporation  shall  hold  office until his
   successor  is  chosen and qualified in his stead or until his earlier
   death,  resignation,  retirement,  disqualification  or  removal from
   office.  Each appointive officer shall hold office at the pleasure of
   the    Board   of  Directors   without   the  necessity  of  periodic
   reappointment.    Any  officer  or  agent elected or appointed by the
   Board  of  Directors  may  be  removed  at  any  time by the Board of
   Directors  whenever  in  its  judgment  the  best  interests  of  the
   Corporation will be served thereby, but such removal shall be without
   prejudice  to  the contract rights, if any, of the person so removed.
   Election  or  appointment  of an officer or agent shall not of itself
   create  contract  rights. If the office of any officer becomes vacant
   for any reason, the vacancy may be filled by the Board of Directors.

        Section  7.    President.    The  President  shall  be the chief
   executive  officer  of the Corporation and, subject to the provisions
   of these Bylaws, shall have general supervision of the affairs of the
   Corporation  and  shall  have  general  and active control of all its
   business.   In the event of the absence or disability of the Chairman
   of the Board, the President shall preside when present at meetings of
   the  shareholders and of the Board of Directors.  He shall have power
   and  general  authority  to execute bonds, deeds and contracts in the
   name  of  the Corporation and to affix the corporate seal thereto; to
   sign  stock  certificates;  to cause the employment or appointment of
   such employees and agents of the Corporation as the proper conduct of
   operations  may require and to fix their compensation, subject to the
   provisions  of  these  Bylaws;  to  remove or suspend any employee or
   agent  who  shall have been employed or appointed under his authority
   or  under  authority of an officer subordinate to him; to suspend for
   cause, pending final action by the authority which shall have elected
   or  appointed  him,  any officer subordinate to the President; and in
   general to exercise all the powers usually appertaining to the office
   of  president  of  a  corporation,  except  as  otherwise provided by
   statute, the Articles of Incorporation or these Bylaws.  In the event
   of  the  absence  or disability of the President, his duties shall be
   performed  and  his powers may be exercised by the Vice Presidents in
   the  order  of  their  seniority,  unless otherwise determined by the
   President, the Executive Committee or the Board of Directors.

        Section  8.    Vice  Presidents.    Each  Vice  President  shall
   generally assist the President and shall have such powers and perform
   such  duties and services as shall from time to time be prescribed or
   delegated  to  him  by  the President, the Executive Committee or the
   Board of Directors.

        Section  9.   Secretary.  The Secretary shall see that notice is
   given of all meetings of the shareholders and special meetings of the
   Board  of  Directors  and  shall  keep and attest true records of all
   proceedings  at  all  meetings  thereof.  He shall have charge of the
   corporate  seal  and have authority to attest any and all instruments
   or  writings  to  which  the  same may be affixed.  He shall keep and
   account   for  all  books,  documents,  papers  and  records  of  the
   Corporation  except  those  for  which some other officer or agent is
   properly  accountable.    He  shall  have  authority  to  sign  stock
   certificates   and   shall   generally  perform  all  duties  usually
   appertaining  to  the  office  of secretary of a corporation.  In the
   event of the absence or disability of the Secretary, his duties shall
   be  performed  and  his  powers  may  be  exercised  by the Assistant
   Secretaries  in  the  order  of  their  seniority,  unless  otherwise
   determined  by  the Secretary, the President, the Executive Committee
   or the Board of Directors.

        Section  10.    Assistant Secretaries.  Each Assistant Secretary
   shall  generally  assist the Secretary and shall have such powers and
   perform  such  duties  and  services  as  shall  from time to time be
   prescribed  or  delegated to him by the Secretary, the President, the
   Executive Committee or the Board of Directors.

        Section  11.    Treasurer.    The  Treasurer  shall be the chief
   accounting  and  financial  officer of the Corporation and shall have
   active control of and shall be responsible for all matters pertaining
   to  the accounts and finances of the Corporation.  He shall audit all
   payrolls  and vouchers of the Corporation and shall direct the manner
   of  certifying  the  same;  shall supervise the manner of keeping all
   vouchers  for  payments  by  the  Corporation and all other documents
   relating  to  such payments; shall receive, audit and consolidate all
   operating and financial statements of the Corporation and its various
   departments;  shall  have  supervision of the books of account of the
   Corporation,  their  arrangement  and classification; shall supervise
   the  accounting  and  auditing practices of the Corporation and shall
   have charge of all matters relating to taxation.

             The  Treasurer  shall  have  the  care  and  custody of all
   monies,  funds  and  securities  of the Corporation; shall deposit or
   cause to be deposited all such funds in and with such depositories as
   the  Board of Directors or the Executive Committee shall from time to
   time  direct  or  as  shall be selected in accordance with procedures
   established  by  the  Board  of Directors or the Executive Committee;
   shall  advise  upon  all  terms of credit granted by the Corporation;
   shall be responsible for the collection of all its accounts and shall
   cause  to  be  kept  full  and  accurate accounts of all receipts and
   disbursements of the Corporation.  He shall have the power to endorse
   for  deposit  or  collection  or otherwise all checks, drafts, notes,
   bills   of  exchange  and  other  commercial  paper  payable  to  the
   Corporation  and  to  give  proper  receipts  or  discharges  for all
   payments  to  the Corporation.  The Treasurer shall generally perform
   all  duties  usually  appertaining  to  the  office of treasurer of a
   corporation.    In  the  event  of  the  absence or disability of the
   Treasurer,  his  duties  shall  be  performed  and  his powers may be
   exercised   by  the  Assistant  Treasurers  in  the  order  of  their
   seniority,   unless   otherwise  determined  by  the  Treasurer,  the
   President, the Executive Committee or the Board of Directors.

        Section  12.    Assistant  Treasurers.  Each Assistant Treasurer
   shall  generally  assist the Treasurer and shall have such powers and
   perform  such  duties  and  services  as  shall  from time to time be
   prescribed  or  delegated to him by the Treasurer, the President, the
   Executive Committee or the Board of Directors.

        Section  13.   Additional Powers and Duties.  In addition to the
   foregoing  especially  enumerated  duties,  services  and powers, the
   several  elected  and  appointed  officers  of  the Corporation shall
   perform  such  other  duties  and  services and exercise such further
   powers  as  may be provided by statute, the Articles of Incorporation
   or  these  Bylaws,  or  as  the  Board  of Directors or the Executive
   Committee  may  from  time to time determine or as may be assigned to
   them by any competent superior officer.

        Section  14.  Titles of Non-Officer Employees.  The President of
   the  Corporation  shall have the power and authority to determine the
   titles  to  be  used  by  employees  who  are  not  officers  of  the
   Corporation.    Such titles may include, but shall not be limited to,
   titles  such as "Vice President" and "Assistant Vice President" (with
   or without additional descriptive terms in each case).  The employees
   using such titles shall not be considered officers of the Corporation
   for  any  purpose,  notwithstanding  the  fact that there may be duly
   elected  or  appointed  officers  of the Corporation whose titles are
   similar to those of such employees.  It is the intent of these Bylaws
   that the only persons who are and shall be considered officers of the
   Corporation  are  the persons elected or appointed as officers by the
   Board pursuant to Section 1 or Section 3 of this Article Seven.

                                ARTICLE EIGHT

                       SHARES AND TRANSFERS OF SHARES

        Section  1.   Certificates Representing Shares.  Certificates in
   such form as may be determined by the Board of Directors and as shall
   conform  to  the  requirements  of  the  statutes,  the  Articles  of
   Incorporation  and  these  Bylaws shall be delivered representing all
   shares to which shareholders are entitled. Such certificates shall be
   consecutively  numbered  and  shall  be  entered  in the books of the
   Corporation  as  they are issued. Each certificate shall state on the
   face  thereof  that  the  Corporation  is organized under the laws of
   Texas, the holder's name, the number and class of shares, and the par
   value  of such shares or a statement that such shares are without par
   value.  Each  certificate  shall be signed by the President or a Vice
   President  and  the  Secretary  or  an Assistant Secretary and may be
   sealed  with the seal of the Corporation or a facsimile thereof.  The
   signatures of such officers may be facsimiles.

        Section  2.    Lost  Certificates.   The Board of Directors, the
   Executive  Committee, the President or such other officer or officers
   or  any  agent  of the Corporation as the Board of Directors may from
   time  to  time  designate, in its or his discretion, may direct a new
   certificate  representing  shares  to  be  issued  in  place  of  any
   certificate theretofore issued by the Corporation and alleged to have
   been  lost,  stolen  or destroyed, upon the making of an affidavit of
   that  fact  by the person claiming the certificate to be lost, stolen
   or  destroyed.  When authorizing such issue of a new certificate, the
   Board  of  Directors,  the  Executive Committee, the President or any
   such  other  officer  or  agent  in  its  or  his discretion and as a
   condition  precedent to the issuance thereof may require the owner of
   s u c h    lost,  stolen  or  destroyed  certificate,  or  his  legal
   representative,  to  advertise  the  same  in such manner as it or he
   shall  require  and/or  give  the Corporation a bond in such form, in
   such sum, and with such surety or sureties as it or he 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  3.    Transfers  of  Shares.  Shares of the Corporation
   shall  be  transferable  only  on the books of the Corporation by the
   holder  thereof  in  person or by his duly authorized attorney.  If a
   certificate  representing  shares  is presented to the Corporation or
   the  transfer  agent  of  the  Corporation with a request to register
   transfer,  it  shall  be  the duty of the Corporation or the transfer
   agent  of  the  Corporation  to register the transfer, cancel the old
   certificate and issue a new certificate if:

             (a)  the certificate is duly endorsed;

             (b)  reasonable  assurance is given that those endorsements
                  are genuine and effective;

             (c)  the  Corporation  has  no duty as to adverse claims or
                  has discharged the duty;

             (d)  any applicable law relating to the collection of taxes
                  has been complied with; and

             (e)  the  transfer is in fact rightful or is to a bona fide
                  purchaser.

        Section 4.  Registered Shareholders.

             (a)    Unless  otherwise  provided  in  the  Texas Business
   Corporation  Act  or  other  applicable  law, (1) the Corporation may
   regard  the person in whose name any shares issued by the Corporation
   are  registered in the stock transfer books of the Corporation at any
   particular  time  as  the  owner  of  those  shares  at that time for
   purposes  of  voting  or giving proxies with respect to those shares,
   receiving  distributions  thereon  or  notices  in  respect  thereof,
   transferring  those  shares, exercising rights of dissent, exercising
   or  waiving any preemptive right or entering into any agreements with
   respect  to  those shares, and (2) neither the Corporation nor any of
   its  directors,  officers,  employees  or  agents shall be liable for
   regarding  that  person as the owner of those shares at that time for
   those  purposes, regardless of whether that person does not possess a
   certificate for those shares.

             (b)  When shares are registered in the stock transfer books
   of  the  Corporation  in  the  names  of two or more persons as joint
   owners  with  the  right  of survivorship, after the death of a joint
   owner  and  before  the  time  that  the  Corporation receives actual
   written notice that a party or parties other than the surviving joint
   owner  or owners claim an interest in the shares or any distributions
   thereon, the Corporation may record on its books and otherwise effect
   the  transfer  of  those  shares  to  any person, firm or corporation
   (including  the surviving joint owner or owners individually) and pay
   any distributions made in respect of those shares, in each case as if
   the  surviving  joint owner or owners were the absolute owners of the
   shares.


                                ARTICLE NINE

                              INDEMNIFICATION

        Section 1.  Indemnification of Directors.  The Corporation shall
   indemnify  a person who was, is, or is threatened to be made, a named
   defendant  or respondent in a proceeding because the person is or was
   a  director  against  any  judgments, penalties (including excise and
   similar  taxes),  fines, settlements and reasonable expenses actually
   incurred  by  the  person  in connection with the proceeding if it is
   determined,  in  the  manner  described  below,  that  the person (a)
   conducted himself in good faith, (b) reasonably believed, in the case
   of conduct in his official capacity as a director of the Corporation,
   that  his conduct was in the Corporation's best interests, and in all
   other  cases,  that  his  conduct  was  at  least  not opposed to the
   Corporation's  best  interests  and  (c)  in the case of any criminal
   proceeding,  had  no  reasonable  cause  to  believe  his conduct was
   unlawful;  provided  that  if  the  person  is  found  liable  to the
   Corporation or is found liable on the basis that personal benefit was
   improperly  received  by the person, the indemnification (i) shall be
   limited  to  reasonable  expenses  actually incurred by the person in
   connection  with the proceeding and (ii) shall not be made in respect
   of  any  proceeding  in which the person shall have been found liable
   for  willful or intentional misconduct in the performance of his duty
   to the Corporation.

             The  determinations  required  above  that  the  person has
   satisfied  the  prescribed  conduct and belief standards must be made
   (1) by a majority vote of a quorum consisting of directors who at the
   time  of  the  vote  are  not  named defendants or respondents in the
   proceeding,  (2)  if  such a quorum cannot be obtained, by a majority
   vote  of  a committee of the Board of Directors, designated to act in
   the  matter by a majority vote of all directors, consisting solely of
   two  (2)  or more directors who at the time of the vote are not named
   defendants  or  respondents  in  the proceeding, (3) by special legal
   counsel  selected  by  the  Board  of Directors or a committee of the
   Board by vote as set forth in clause (1) or (2) of this sentence, or,
   if  such  a  quorum cannot be obtained and such a committee cannot be
   established,  by  a  majority  vote  of  all directors, or (4) by the
   shareholders in a vote that excludes the shares held by directors who
   are   named   defendants   or  respondents  in  the  proceeding.  The
   determination  as  to  reasonableness of expenses must be made in the
   same  manner  as  the determination that the person has satisfied the
   prescribed   conduct   and  belief  standards,  except  that  if  the
   determination  that  the  person has satisfied the prescribed conduct
   and   belief   standards  is  made  by  special  legal  counsel,  the
   determination  as  to  reasonableness of expenses must be made by the
   Board  of  Directors or a committee of the Board by vote as set forth
   in  clause  (1)  or  (2) of the immediately preceding sentence or, if
   such  a  quorum  cannot  be  obtained  and such a committee cannot be
   established, by a majority vote of all directors.

             The   termination  of  a  proceeding  by  judgment,  order,
   settlement  or  conviction,  or  on  a plea of nolo contendere or its
   equivalent  is  not  of  itself determinative that the person did not
   meet  the requirements for indemnification set forth above.  A person
   shall  be  deemed  to have been found liable in respect of any claim,
   issue  or matter only after the person shall have been so adjudged by
   a  court  of  competent  jurisdiction after exhaustion of all appeals
   therefrom.

             Notwithstanding  any  other  provision of these Bylaws, the
   Corporation shall pay or reimburse expenses incurred by a director in
   connection with his appearance as a witness or other participation in
   a proceeding at a time when he is not a named defendant or respondent
   in the proceeding.

        Section  2.    Advancement of Expenses to Directors.  Reasonable
   expenses  incurred  by a director who was, is, or is threatened to be
   made,  a  named defendant or respondent in a proceeding shall be paid
   or reimbursed by the Corporation, in advance of the final disposition
   of  the proceeding and without any of the determinations specified in
   Section  1  of this Article, after the Corporation receives a written
   affirmation  by the director of his good faith belief that he has met
   the standard of conduct necessary for indemnification under Section 1
   of  this  Article  and  a written undertaking by or on behalf of such
   director  to  repay the amount paid or reimbursed if it is ultimately
   determined  that  he has not met that standard or if it is ultimately
   determined  that  indemnification  of  the  director against expenses
   incurred  by  him in connection with that proceeding is prohibited by
   law.   The written undertaking described in the immediately preceding
   sentence  to  repay  the amount paid or reimbursed to the director by
   the  Corporation  must  be  an  unlimited  general  obligation of the
   director  but  need  not  be  secured  and it may be accepted without
   reference to financial ability to make repayment.

        Section  3.    Officers.    The  Corporation shall indemnify and
   advance  expenses to an officer of the Corporation to the same extent
   that  it  is  required to indemnify and advance expenses to directors
   under  these  Bylaws or by statute.  In addition, the Corporation may
   indemnify  and  advance  expenses to an officer of the Corporation to
   such  further  extent, consistent with law, as may be provided by the
   Articles  of  Incorporation, these Bylaws, general or specific action
   of the Board of Directors, or contract or as permitted or required by
   common law.

        Section  4.   Others.  The Corporation may indemnify and advance
   expenses  to  an  employee  or  agent  of the Corporation to the same
   extent  that  it  is  required  to  indemnify and advance expenses to
   directors  under  these  Bylaws  or  by statute.  The Corporation may
   indemnify  and  advance  expenses  to persons who are not or were not
   officers,  employees or agents of the Corporation but who are or were
   serving  at  the  request  of the Corporation as a director, officer,
   partner,  venturer,  proprietor,  trustee, employee, agent or similar
   functionary   of  another  corporation  for  profit  subject  to  the
   provisions  of  the  Texas  Business Corporation Act, corporation for
   profit  organized   under   laws   other  than  the  laws  of  Texas,
   partnership,  joint  venture,  sole  proprietorship,  trust, employee
   benefit  plan  or  other  enterprise  to  the  same extent that it is
   required  to  indemnify  and advance expenses to directors under this
   Article  or  by  statute.   The Corporation may indemnify and advance
   expenses to an employee, agent or other person serving at the request
   of  the Corporation (as described above in this Section 4) who is not
   a  director  to  such  further extent, consistent with law, as may be
   provided  by  the Articles of Incorporation, these Bylaws, general or
   specific  action  of  the  Board  of  Directors,  or  contract  or as
   permitted or required by common law.

        Section  5.   Insurance and Other Arrangements.  The Corporation
   may purchase and maintain insurance or establish and maintain another
   arrangement  on  behalf  of  any  person  who  is  or was a director,
   officer,  employee  or  agent  of  the  Corporation  or who is or was
   serving  at  the  request  of the Corporation as a director, officer,
   partner,  venturer,  proprietor,  trustee, employee, agent or similar
   functionary   of  another  corporation  for  profit  subject  to  the
   provisions  of  the  Texas  Business Corporation Act, corporation for
   p r o fit  organized  under  laws  other  than  the  laws  of  Texas,
   partnership,  joint  venture,  sole  proprietorship,  trust, employee
   benefit  plan  or  other  enterprise,  against  or  in respect of any
   liability asserted against him and incurred by him in such a capacity
   or  arising  out  of  his status as such a person, whether or not the
   Corporation  would  have  the  power  to  indemnify  him against that
   liability  under  these  Bylaws  or  by statute.  If the insurance or
   other  arrangement  is  with a person or entity that is not regularly
   engaged   in  the  business  of  providing  insurance  coverage,  the
   insurance  or arrangement may provide for payment of a liability with
   respect  to  which  the  Corporation  would  not  have  the  power to
   indemnify  the  person  only if including coverage for the additional
   liability has been approved by the shareholders of the Corporation.

             Without  limiting the power of the Corporation to purchase,
   procure,  establish  or  maintain  any  kind  of  insurance  or other
   arrangement,   the  Corporation  may,  for  the  benefit  of  persons
   indemnified  by  the  Corporation,  (1)  create  a  trust  fund;  (2)
   establish  any  form  of  self-insurance;  (3)  secure  its indemnity
   obligation  by  grant  of  a  security  interest or other lien on the
   assets  of  the  Corporation;  or  (4)  establish a letter of credit,
   guaranty  or  surety arrangement.  The insurance or other arrangement
   may  be  purchased,  procured,  maintained  or established within the
   Corporation or with any insurer or other person deemed appropriate by
   the Board of Directors regardless of whether all or part of the stock
   or other securities of the insurer or other person are owned in whole
   or part by the Corporation.  In the absence of fraud, the judgment of
   the  Board  of  Directors  as  to  the  terms  and  conditions of the
   insurance  or  other  arrangement  and the identity of the insurer or
   other  person participating in an arrangement shall be conclusive and
   the  insurance  or  arrangement  shall  not be voidable and shall not
   subject  the  directors  approving  the  insurance  or arrangement to
   l i a b i lity,  on  any  ground,  regardless  of  whether  directors
   participating  in  the approval are beneficiaries of the insurance or
   arrangement.

        Section  6.   Report to Shareholders.  Any indemnification of or
   advance  of expenses to a director in accordance with this Article or
   the  provisions  of  any  statute shall be reported in writing to the
   shareholders  with  or  before  the notice or waiver of notice of the
   next  shareholders'  meeting or with or before the next submission to
   shareholders  of  a  consent  to action without a meeting and, in any
   case,  within  the  12-month period immediately following the date of
   the indemnification or advance.

        Section 7.  Entitlement.  These indemnification provisions shall
   inure to each of the directors, officers, employees and agents of the
   Corporation,  and  other  persons  serving  at  the  request  of  the
   Corporation  (as  provided in this Article), whether or not the claim
   asserted  against  him is based on matters that antedate the adoption
   of  this  Article,  and in the event of his death shall extend to his
   legal  representatives; but such rights shall not be exclusive of any
   other rights to which he may be entitled.

        Section 8.  Definitions.  For purposes of this Article:

             (a)  The term "expenses" includes court costs and attorneys
   fees;

             (b)  The term "proceeding" means any threatened, pending or
   completed  action,  suit  or  proceeding,  whether  civil,  criminal,
   administrative,  arbitrative  or investigative, any appeal in such an
   action,  suit  or  proceeding,  and any inquiry or investigation that
   could lead to such an action, suit or proceeding;

             (c)  The  term  "director" means any person who is or was a
   director  of  the Corporation and any person who, while a director of
   the  Corporation, is or was serving at the request of the Corporation
   as  a  director,  officer,  partner,  venturer,  proprietor, trustee,
   employee,  agent  or  similar  functionary of another corporation for
   profit  subject  to  the provisions of the Texas Business Corporation
   Act,  corporation for profit organized under laws other than the laws
   of  Texas,  partnership,  joint  venture, sole proprietorship, trust,
   employee benefit plan or other enterprise;

             (d) The term "corporation" includes any domestic or foreign
   predecessor  entity  of the corporation in a merger, consolidation or
   other  transaction  in  which  the liabilities of the predecessor are
   transferred  to  the corporation by operation of law and in any other
   transaction  in  which the corporation assumes the liabilities of the
   predecessor  but  does  not specifically exclude liabilities that are
   the subject matter of this Article;

             (e)  The  term  "official  capacity"  means, when used with
   respect to a director, the office of director in the corporation and,
   when  used  with  respect  to  a  person  other  than a director, the
   elective  or appointive office in the corporation held by the officer
   or  the  employment or agency relationship undertaken by the employee
   or  agent  on behalf of the corporation, but does not include service
   for any other corporation for profit subject to the provisions of the
   Texas  Business  Corporation  Act or corporation for profit organized
   under  laws  other  than  the laws of Texas or any partnership, joint
   venture,  sole  proprietorship, trust, employee benefit plan or other
   enterprise; and

             (f)  The Corporation is deemed to have requested a director
   to  serve an employee benefit plan whenever the performance by him of
   his  duties  to  the  Corporation also imposes duties on or otherwise
   involves services by him to the plan or participants or beneficiaries
   of  the plan.  Excise taxes assessed on a director with respect to an
   employee  benefit  plan  pursuant to applicable law are deemed fines.
   Action  taken or omitted to be taken by a director with respect to an
   employee  benefit plan in the performance of his duties for a purpose
   reasonably  believed by him to be in the interest of the participants
   and  beneficiaries of the plan is deemed to be for a purpose which is
   not opposed to the best interests of the Corporation.

        Section  9.    Severability.  The provisions of this Article are
   intended  to  comply  with Articles 2.02A(16) and 2.02-1 of the Texas
   Business  Corporation  Act.  To the extent that any provision of this
   Article  authorizes or requires indemnification or the advancement of
   expenses  contrary to such statutes or the Articles of Incorporation,
   the  Corporation's  power to indemnify or advance expenses under such
   provision shall be limited to that permitted by such statutes and the
   Articles  of  Incorporation  and  any  limitation  required  by  such
   statutes  or  the  Articles  of  Incorporation  shall  not affect the
   validity of any other provision of this Article.


                                ARTICLE TEN

                               MISCELLANEOUS

        Section 1.  Distributions and Share Dividends.  Distributions in
   the  form  of dividends and share dividends on the outstanding shares
   of  the  Corporation,  subject to any restrictions in the Articles of
   Incorporation  and to the limitations imposed by the statutes, may be
   declared by the Board of Directors at any regular or special meeting.
   Distributions  in  the  form of dividends may be declared and paid in
   cash, in property, or in evidences of the Corporation's indebtedness,
   or  in  any  combination  thereof,  and  may  be declared and paid in
   combination  with share dividends.  Distributions of cash or property
   (tangible  or intangible) made or payable by the Corporation, whether
   in   liquidation  or  from  earnings,  profits,  assets  or  capital,
   including  all  distributions  that  were payable but not paid to the
   registered  owner of the shares, his heirs, successors or assigns but
   that  are  now being held in suspense by the Corporation or that were
   paid  or  delivered  by  it into an escrow account or to a trustee or
   custodian, shall be payable by the Corporation, escrow agent, trustee
   or  custodian  to the person registered as owner of the shares in the
   Corporation's  stock  transfer books as of the record date determined
   for  the  distribution, his heirs, successors or assigns.  The person
   in whose name the shares are or were registered in the stock transfer
   books  of the Corporation as of the record date shall be deemed to be
   the owner of the shares registered in his name at that time.

        Section 2.  Reserves.  The Corporation may, by resolution of the
   Board  of  Directors, create a reserve or reserves out of its surplus
   or designate or allocate any part or all of its surplus in any manner
   for  any  proper  purpose  or purposes, and may increase, decrease or
   abolish  any  such  reserve,  designation  or  allocation in the same
   manner.

        Section  3.    Signature  of Negotiable Instruments.  All bills,
   notes,  checks or other instruments for the payment of money shall be
   signed  or  countersigned by such officer, officers, agent or agents,
   and in such manner, as are permitted by these Bylaws and as from time
   to  time may be prescribed by resolution (whether general or special)
   of the Board of Directors or the Executive Committee.

        Section  4.    Fiscal  Year.  The fiscal year of the Corporation
   shall be fixed by resolution of the Board of Directors.

        Section  5.  Seal.  The seal of the Corporation shall be in such
   form  as shall be adopted and approved from time to time by the Board
   of  Directors.    The  seal may be used by causing it, or a facsimile
   thereof,  to  be  impressed,  affixed,  imprinted  or  in  any manner
   reproduced.

        Section  6.    Loans  and  Guaranties.  The Corporation may lend
   money to, guaranty obligations of and otherwise assist its directors,
   officers and employees if the Board of Directors determines that such
   a loan, guaranty or assistance reasonably may be expected to benefit,
   directly or indirectly, the Corporation.

        Section  7.  Closing of Transfer Books and Record Date.  For the
   purpose  of determining shareholders entitled to notice of or to vote
   at  any  meeting  of  shareholders  or  any  adjournment  thereof, or
   entitled  to  receive a distribution by the Corporation (other than a
   distribution involving a purchase or redemption by the Corporation of
   any  of  its  own  shares) or a share dividend, or in order to make a
   determination  of  shareholders  for  any other proper purpose (other
   than  determining  shareholders  entitled  to  consent  to  action by
   shareholders  proposed to be taken without a meeting of shareholders,
   in  which  case  the record date for such purpose shall be determined
   pursuant  to  the  provisions  of Article 2.26C of the Texas Business
   Corporation  Act),  the Board of Directors may provide that the stock
   transfer books of the Corporation shall be closed for a stated period
   but  not  to  exceed,  in  any  case,  sixty (60) days.  If the stock
   transfer  books  shall  be  closed  for  the  purpose  of determining
   shareholders  entitled  to  notice  of  or  to  vote  at a meeting of
   shareholders,  such  books shall be closed for at least ten (10) days
   immediately preceding such meeting.

             In  lieu  of closing the stock transfer books, the Board of
   Directors  may  fix in advance a date as the record date for any such
   determination  of  shareholders, such date in any case not to be more
   than  sixty  (60) days and, in case of a meeting of shareholders, not
   less  than  ten  (10)  days prior to the date on which the particular
   action  requiring  such determination of shareholders is to be taken.
   If  the  stock  transfer  books  are not closed and no record date is
   fixed  for the determination of shareholders entitled to notice of or
   to  vote  at  a  meeting  of  shareholders,  or entitled to receive a
   distribution  (other  than  a  distribution  involving  a purchase or
   redemption  by  the  Corporation of any of its own shares) or a share
   dividend,  the  date  on which notice of the meeting is mailed or the
   date on which the resolution of the Board of Directors declaring such
   distribution  or share dividend is adopted, as the case may be, shall
   be  the  record  date  for  such  determination of shareholders.  The
   record  date  for determining shareholders entitled to call a special
   meeting  is  the  date the first shareholder signs the notice of that
   meeting.

             When  a  determination  of shareholders entitled to vote at
   any  meeting  has  been  made  as  provided  in  this  Section,  such
   determination shall apply to any adjournment thereof except where the
   determination has been made through the closing of the stock transfer
   books and the stated period of closing has expired.

        Section  8.    Surety  Bonds.    Such officers and agents of the
   Corporation  (if  any) as the Board of Directors may direct from time
   to  time shall be bonded for the faithful performance of their duties
   and  for  the restoration to the Corporation, in case of their death,
   resignation,  retirement, disqualification or removal from office, of
   all  books,  papers,  vouchers,  money and other property of whatever
   kind  in  their  possession  or  under their control belonging to the
   Corporation,  in  such  amounts  and  by such surety companies as the
   Board  of  Directors may determine.  The premiums on such bonds shall
   be  paid  by  the Corporation, and the bonds so furnished shall be in
   the custody of the Secretary.

        Section  9.    Gender.  Words of any gender used in these Bylaws
   shall  be  construed to include each other gender, unless the context
   requires otherwise.


                               ARTICLE ELEVEN

                                 AMENDMENTS

        These  Bylaws  may  be amended or repealed, or new bylaws may be
   adopted,  exclusively  by  the  affirmative vote of a majority of the
   directors present at any meeting of the Board of Directors at which a
   quorum is present or by unanimous written consent of the directors.



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