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                                     BYLAWS
                                       OF
                        COMPUTER LANGUAGE RESEARCH, INC.
                                        
         AS RESTATED TO REFLECT ALL AMENDMENTS THROUGH FEBRUARY 22, 1996
                                        
                                        
                                        
                              ARTICLE ONE.  OFFICES

     The Corporation may have, in addition to its registered office, offices and
places  of business at such places, 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.  STOCKHOLDERS MEETINGS
                                        
      SECTION  1.   ANNUAL  MEETINGS.  An annual meeting  of  the  stockholders,
commencing  with  the year 1984, shall be held at a date  and  time  as  may  be
designated  by  the Board of Directors, at which they 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 stockholders,  for
any  purpose  or  purposes, unless otherwise prescribed by  statute  or  by  the
Articles  of Incorporation or by these Bylaws, may be called by the Chairman  of
the  Board,  the President, the Board of Directors, or the holders of  not  less
than one-tenth in number of all the shares entitled to vote at the meetings.

      SECTION 3.  PLACE OF MEETINGS.  Meetings of stockholders 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.

      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  stockholders, a complete  list  of  the  stockholders
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 Corporation and shall be  subject  to
inspection  by  any stockholder 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 stockholder during the whole time
of the meeting.  The original stock transfer books shall be prima facie evidence
as  to  who are the stockholders entitled to examine such list or transfer books
or to vote at any meeting of stockholders.

      SECTION  5.   NOTICE OF MEETINGS.  Written or printed notice  stating  the
place,  day  and  hour of each meeting of the stockholders 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
President, the Secretary or the body, officer or person calling the meeting,  to
each stockholder of record entitled to vote at the meeting.



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      SECTION  6.   QUORUM OF STOCKHOLDERS.  The holders of a  majority  of  the
shares  entitled  to  vote thereat, present in person or represented  by  proxy,
shall  be  requisite  to  and  shall constitute a  quorum  at  each  meeting  of
stockholders  for the transaction of business, except as otherwise  provided  by
statute, by the Articles of Incorporation or by these Bylaws.  If, however, such
quorum  shall  not be present or represented at any meeting of the stockholders,
the  stockholders 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 any such adjourned meeting at which a quorum shall  be  present
or  represented, any business may be transacted which might have been transacted
at the meeting as originally notified.  When a quorum is present at any meeting,
the  vote  of  the  holders of a majority of the shares entitled  to  vote,  and
present  in person or represented by proxy, shall be the act of the stockholders
meeting,  unless  the vote of a greater number is required by  statute,  by  the
Articles  of  Incorporation or by these Bylaws, in which case the vote  of  such
greater  number  shall be requisite to constitute the act of the  meeting.   The
stockholders present or represented at a duly organized meeting may continue  to
transact  business until adjournment, notwithstanding the withdrawal  of  enough
stockholders to leave less than a quorum.

     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
stockholders,  except as and to the extent otherwise provided by statute  or  by
the  Articles  of  Incorporation.  At any meeting  of  the  stockholders,  every
stockholder having the right to vote shall be entitled to vote either in  person
or  by  proxy executed in writing by such stockholder 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.  Each proxy shall
be  revocable  unless expressly provided therein to be irrevocable,  and  unless
otherwise made irrevocable by law.  Each proxy shall be filed with the Secretary
of the Corporation prior to or at the time of the meeting.


                       ARTICLE THREE.  BOARD OF DIRECTORS

     SECTION 1.  MANAGEMENT OF THE CORPORATION.  The business and affairs of the
Corporation  shall  be  managed  by or under  the  direction  of  its  Board  of
Directors, who may exercise all such powers of the Corporation and do  all  such
lawful acts and things as are not by statute or by the Articles of Incorporation
or  by  these  bylaws  directed  or required to be  exercised  or  done  by  the
stockholders.

      SECTION  2.   NUMBER  AND QUALIFICATIONS.  The Board  of  Directors  shall
consist of a maximum of nine (9) and a minimum of six (6) directors, the precise
number being set within such range from time to time by resolution of the  Board
of  Directors without amendment to these Bylaws; provided, that no  decrease  in
the  number  of directors shall have the effect of shortening the  term  of  any
incumbent  director.   None  of  the  directors  need  be  stockholders  of  the
Corporation  or  residents of the State of Texas.  A director, except  founding-
director  Francis  W. Winn, may not stand for re-election  to  the  Board  after
attaining  his 72nd birthday, unless and until the Board of Directors shall,  in
its  annual nominating resolution, have resolved it to be in the best  interests
of the Corporation for an affected Director to so stand.





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      SECTION  3.   ELECTION  AND TERM OF OFFICE.  At  each  annual  meeting  of
stockholders,  the stockholders shall elect directors to hold office  until  the
next  succeeding annual meeting.  At each election, the nominees  receiving  the
affirmative  vote  of holders of a majority of the shares of  the  common  stock
present  at the meeting electing directors, either in person or by proxy,  shall
be  elected directors.  Each director elected shall hold office for the term for
which  he  is  elected  and  until his successor shall  have  been  elected  and
qualified  or until his earlier death, resignation, retirement, disqualification
or removal.

      SECTION 4.  REMOVAL AND FILLING OF VACANCIES.  Any director may be removed
either  for  or  without  cause at any special meeting of  stockholders  by  the
affirmative  vote of a majority in number of shares of the stockholders  present
in  person or represented by proxy at such meeting and entitled to vote for  the
election  of  such director, if notice of the intention to act upon such  matter
shall have been given in the notice calling such meeting.  Any vacancy occurring
in  the  Board of Directors, resulting from the death, resignation,  retirement,
disqualification or removal from office of any director, or 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  meeting  of  the
stockholders  or  at  a  special  meeting of the stockholders  called  for  that
purpose.

     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  stockholders,  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 by 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 telephone, 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  the
Board  of  Directors  pursuant to Article 3, Section 2,  as  amended,  shall  be
necessary and sufficient to constitute a quorum for the transaction of  business
except as otherwise provided by statute, by the Articles of Incorporation or  by
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


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act  of  a  greater  number shall be required by statute,  by  the  Articles  of
Incorporation  or by 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 which might have been transacted at the  meeting  as
originally convened.

      SECTION  10.  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 serving the Corporation in  any  other
capacity and receiving compensation therefor.


                             ARTICLE FOUR.  NOTICES
     
     SECTION 1.  MANNER OF GIVING NOTICE.  Whenever, under the provisions of the
statutes or the Articles of Incorporation or of these Bylaws, notice is required
to be given to any committee member, director or stockholder 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 stockholder  at
his  address  as it appears on the records or (in the case of stockholders)  the
stock transfer books of the Corporation.  Any notice required or permitted to be
given by mail shall be deemed to be delivered at the time when the same shall be
thus deposited in the United States mails, as aforesaid.
     
      SECTION 2.  WAIVER OF NOTICE.  Whenever any notice is required to be given
to  any  committee member, director or stockholder of the Corporation 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 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.


                       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
these Bylaws, may designate two 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 of the authority and powers of the Board of  Directors  in
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, that the foregoing shall not be construed as  authorizing


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action  by the Executive Committee with respect to any action which by  statute,
the Articles of Incorporation or these Bylaws is required to be taken by vote of
a  specified proportion of the number of directors fixed by these Bylaws, or any
other  action  required or specified by the Texas Business  Corporation  Act  or
other  applicable law or by these Bylaws or by the Articles of Incorporation  to
be  taken  by the Board of Directors, as such.  The 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 stockholders  and,  unless  sooner
discharged by affirmative vote of a majority of the number of directors fixed by
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 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  or  by  the  Articles  of
Incorporation or by 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
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 these Bylaws, designate two or more
directors with such alternates, if any, as may be deemed desirable to constitute
another  committee or committees for any purpose provided, that any  such  other
committee  or  committees  shall  have  and  may  exercise  only  the  power  of
recommending  action to the Board of Directors and Executive  Committee  and  of
carrying  out  and  implementing any instructions or  any  policies,  plans  and
programs theretofore approved, authorized and adopted by the Board of Directors.


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        ARTICLE SEVEN.  OFFICERS, EMPLOYEES AND AGENTS POWERS AND DUTIES

      SECTION  1.   ELECTED OFFICERS.  The elected officers of  the  Corporation
shall  be  a Chairman of the Board, a President, one or more Vice Presidents  as
may  be determined from time to time by the Board (and in 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,
with  the exception of the Chairman of the Board, 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 stockholders.

      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, except that the President and Secretary shall not  be  the
same person.

      SECTION 5.  COMPENSATION.  The compensation of Board members, the Chairman
of  the Board and the President shall be fixed from time to time by the Board of
Directors.  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; however, the Board of Directors or
the Executive Committee will approve officer compensation.

      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.  CHAIRMAN OF THE BOARD.  The Chairman of the Board shall preside
when present at all meetings of the stockholders and the Board of Directors.  He
shall advise and counsel the President and other officers of the Corporation and
shall  exercise such powers and perform such duties as shall be assigned  to  or
required  of  him from time to time by the Board of Directors or  the  Executive
Committee.

      SECTION 8.  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 absence of the Chairman of the Board
or if such officer shall not have been elected  or  be  serving,  the  President


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shall  preside  when present at meetings of the stockholders and  the  Board  of
Directors.   He  shall  have  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, 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 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  9.  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  10.  SECRETARY.  The Secretary shall see that notice is given  of
all  meetings of the stockholders 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 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  11.   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  12.  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,   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


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Directors of the Executive Committee shall from time to time direct or as  shall
be  selected in accordance with procedure established by the Board or  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  or  other  commercial
papers 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
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  13.   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  14.  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.


                 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 stockholders 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.   If any certificate is countersigned by a transfer agent or registered
by a registrar, either of which is other than the Corporation or any employee of
the Corporation, the signature of any such officers may be facsimile.
     
      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 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


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the  owner  of  such  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 STOCK.  Shares of stock shall be transferable only
on  the books of the Corporation by the holder thereof in person or by his  duly
authorized attorney.  Upon surrender to the Corporation or the transfer agent of
the   Corporation  of  a  certificate  representing  shares  duly  endorsed   or
accompanied  by  proper  evidence  of succession,  assignment  or  authority  to
transfer  with  all  required  stock transfer tax  stamps  affixed  thereto  and
cancelled or accompanied by sufficient funds to pay such taxes, it shall be  the
duty of the Corporation or the transfer agent of the Corporation to issue a  new
certificate  to  the  person entitled thereto, cancel the  old  certificate  and
record the transaction upon its books.

      SECTION 4.  REGISTERED STOCKHOLDERS.  The Corporation shall be entitled to
treat  the  holder of record of any shares of its 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 or shares on the part of any other  person,
whether  or  not  it  shall  have express or other  notice  thereof,  except  as
otherwise provided by law.


                          ARTICLE NINE.  MISCELLANEOUS

      SECTION  1.   DIVIDENDS.   Dividends upon the outstanding  shares  of  the
Corporation,  subject to the provisions of the statutes and of the  Articles  of
Incorporation,  may  be declared by the Board of Directors  at  any  regular  or
special meeting.  Dividends may be declared and paid in cash, in property, or in
shares of the Corporation, or in any combination thereof.

     SECTION 2.  RESERVES.  There may be created from time to time by resolution
of  the  Board of Directors, out of the earned surplus of the Corporation,  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 Corporation, or for such  other  purpose  as  the
directors  shall  think  beneficial to the Corporation, and  the  directors  may
modify or abolish any such reserve in the manner in which it was created.

      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.



<PAGE>
     SECTION 6.  INDEMNIFICATION.  Repealed in its entirety by Resolution of the
Board of Directors on 10/31/91.

      SECTION  7.   CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE.   For  the
purpose of determining stockholders entitled to notice or to vote at any meeting
of  stockholders or any adjournment thereof, or entitled to receive  payment  of
any  dividend, or in order to make a determination of stockholders for any other
proper purpose, 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 stockholders entitled to notice of  or  to  vote  at  a
meeting  of  stockholders, such books shall be closed 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 stockholders, such date in any case not to  be  more
than  sixty (60) days and, in case of a meeting of stockholders, not  less  than
ten  (10)  days prior to the date on which the particular action requiring  such
determination of stockholders is to be taken.  If the stock transfer  books  are
not  closed  and  no record date is fixed for the determination of  stockholders
entitled  to  notice of or to vote at a meeting of stockholders, or stockholders
entitled  to  receive  payment of a 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 dividend is adopted, as the case may be, shall be the record date
for  such  determination of stockholders.  When a determination of  stockholders
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 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.


                            ARTICLE TEN.  AMENDMENTS

      These  Bylaws  may be altered, amended or repealed or new  bylaws  may  be
adopted  at  any  meeting of the stockholders at which a quorum  is  present  or
represented, by the affirmative vote of the holders of a majority of the  shares
present  or  represented by proxy at such meeting and entitled to vote  thereat,
provided  notice of the proposed alteration, amendment or repeal or adoption  be
contained  in the notice of such meeting.  The power to alter, amend  or  repeal
these  Bylaws  or to adopt new bylaws has been delegated by the stockholders  to
the Board of Directors pursuant to Article Ten of the Articles of Incorporation.


                        ARTICLE ELEVEN.  INDEMNIFICATION

     SECTION 1.  DEFINITIONS.  For purposes of this Article Eleven:



<PAGE>
          (1)   "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,
     partners,  venturer,  proprietor,  trustee,  employee,  agent,  or  similar
     functionary  of  any  other  foreign or domestic corporation,  partnership,
     joint  venture, sole proprietorship, trust, employee benefit plan, or other
     enterprise.
          
          (2)  "Expenses" include court costs and attorney's fees.
          
          (3)  "Official Capacity" means:
          
               (a)  when used with respect to a director, the office of director
          in the Corporation; and
               
               (b)   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 in behalf of the Corporation, but
               
               (c)  in both paragraphs (a) and (b) does not include  service for
          any  other  foreign or domestic corporation or any partnership,  joint
          venture,  sole proprietorship, trust employee benefit plan,  or  other
          enterprise.
               
          (4)  "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.
     
     SECTION 2.   STANDARD FOR INDEMNIFICATION.  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  of  the
Corporation only if it is determined in accordance with Section 11.06  that  the
person:
     
          (1)  conducted himself in good faith;
          
          (2)  reasonably believed:
          
               (a)   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
               
               (b)   in  all  other cases, that his conduct  was  at  least  not
          opposed to the Corporation's best interests;

          (3)  in the case of any criminal proceeding, had no  reasonable  cause
     to believe his conduct was unlawful.

     SECTION 3.  PROHIBITED INDEMNIFICATION.   A director may not be indemnified
under Section 11.02 for obligations resulting from a proceeding:
          
          (1)   in  which  the person is found liable on the basis that personal
     benefit was improperly received by him, whether or not the benefit resulted
     from an action taken in the person's official capacity; or
          
          
<PAGE>
          (2)  in which the person is found liable to the Corporation.

     SECTION  4.   EFFECT OF TERMINATION OF PROCEEDING.   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 set forth in Section 11.02.

     SECTION 5.   PROCEEDING BY OR IN BEHALF OF CORPORATION.  A person shall  be
indemnified  under Section 11.02 against judgments, penalties (including  excise
and  similar  taxes),  fines,  settlements,  and  reasonable  expenses  actually
incurred  by the person in connection with the proceeding; but if the proceeding
was  brought by or in behalf of the Corporation, the indemnification is  limited
to  reasonable expenses actually incurred by the person in connection  with  the
proceeding.

      SECTION  6.    DETERMINATION  OF  INDEMNIFICATION.   A  determination   of
indemnification under Section 11.02 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;
     provided,  however,  that  if  such  a  quorum  cannot  be  obtained,  such
     determination may be made 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 or more directors who at the  time  of
     the vote are not named defendants or respondents in the proceeding;
          
          (2)  by special legal counsel selected  by the Board of Directors or a
     committee of the Board of Directors by vote as set forth in Subsection  (1)
     of  this  Section,  or,  if such a quorum cannot be  obtained  and  such  a
     committee cannot be established, by a majority vote of all directors; or
          
          (3)   by the shareholders in a vote that  excludes the shares held  by
     directors who are named defendants or respondents in the proceeding.
          
     SECTION   7.    AUTHORIZATION   OF   INDEMNIFICATION.    Authorization   of
indemnification and determination as to reasonableness of expenses must be  made
in  the  same  manner as the determination that indemnification is  permissible,
except that if the determination that indemnification is permissible is made  by
special legal counsel, authorization of indemnification and determination as  to
reasonableness  of expenses must be made in the manner specified  by  Subsection
(2)  of  Section 11.06 for the selection of special legal counsel.  A  provision
contained  in  the  Articles  of Incorporation,  the  Bylaws,  a  resolution  of
shareholders   or   directors,  or  an  agreement  that  makes   mandatory   the
indemnification permitted under Section 11.02 of this Article shall be deemed to
constitute  authorization  of indemnification in the  manner  required  by  this
Section  even  though such provision may not have adopted or authorized  in  the
same manner as the determination that indemnification is permissible.

     SECTION  8.   SUCCESSFUL  DEFENSE OF  PROCEEDING.   The  Corporation  shall
indemnify  a director against reasonable expenses incurred by him in  connection
with  a proceeding in which he is a named defendant or respondent because he  is
or  was a director if he has been wholly successful, on the merits or otherwise,
in the defense of the proceeding.

     SECTION 9.  COURT ORDER IN SUIT FOR INDEMNIFICATION.  If, in a suit for the
indemnification  required  by Section 11.08, a court of  competent  jurisdiction
determines that the director is entitled to indemnification under that  Section,
the  court  shall  order indemnification and shall award  to  the  director  the
expenses incurred in securing the indemnification.
<PAGE>
     SECTION 10.   COURT DETERMINATION OF INDEMNIFICATION.  If, upon application
of  a  director, a court of competent jurisdiction determines, after giving  any
notice the court considers necessary, that the director is fairly and reasonably
entitled  to indemnification in view of all the relevant circumstances described
by  Section  11.03  the  court  may  order the indemnification  that  the  court
determines  is  proper and equitable.  The court shall limit indemnification  to
reasonable  expenses  if  the proceeding is brought  by  or  in  behalf  of  the
Corporation  or if the director is found liable on the basis that he  improperly
received  personal benefit, whether or not the benefit resulted from  an  action
taken in the person's official capacity.

     SECTION 11.  ADVANCEMENT OF EXPENSES.   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 after:
     
          (1)  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 this Article Eleven and a written undertaking  by  or
     on  behalf of the director to repay the amount paid or reimbursed if it  is
     ultimately determined that he has not met those requirements; and
          
          (2)   a  determination that the facts then known to those  making  the
     determination would not preclude indemnification under this Article Eleven.
          
     SECTION  12.   OBLIGATION   FOR  REPAYMENT  OF  ADVANCEMENT.   The  written
undertaking required by Section 11.11 must be an unlimited general obligation of
the  director but need not be secured.  It may be accepted without reference  to
financial  ability  to  make repayment.  Determinations  and  authorizations  of
payments  under  Section 11.11 must be made in the manner specified  by  Section
11.06 for determining whether indemnification is permissible.

     SECTION 13.   EXPENSES OF WITNESS.  Notwithstanding any other provision  of
this Article Eleven, the Corporation may pay or reimburse expenses incurred by a
director.

     SECTION  14.   INDEMNIFICATION AND ADVANCEMENT OF EXPENSES TO OFFICERS  AND
OTHERS.  An officer of the Corporation shall be indemnified as, and to the  same
extent,  provided  by  Sections 11.08, 11.09 and 11.10 for  a  director  and  is
entitled  to seek indemnification under those Sections to the same extent  as  a
director.   The  Corporation may indemnify and advance expenses to  an  officer,
employee,  or agent of the Corporation to the same extent that it may  indemnify
and advance expenses to directors under this Article Eleven.

     SECTION  15.   INDEMNIFICATION AND ADVANCEMENT OF EXPENSES TO NOMINEES  AND
DESIGNEES.   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  foreign or domestic corporation, partnership, joint  venture,  sole
proprietorship, trust, employee benefit plan, or other enterprise  to  the  same
extent  that  it  may  indemnify and advance expenses to  directors  under  this
Article Eleven.

     SECTION  16.   FURTHER  INDEMNIFICATION  AND  ADVANCEMENT  OF  EXPENSES  TO
OFFICERS AND OTHERS.  The Corporation may indemnify and advance expenses  to  an
officer, and may indemnify and advance expenses to an employee, agent, or person


<PAGE>
identified in Section 11.15 and who is not a director to such further extent  as
provided by general or specific action of the Board of Directors, by vote of the
shareholders, by contract, or as otherwise permitted by law.

     SECTION  17.   CONTINUATION  OF INDEMNIFICATION.  The  indemnification  and
advancement of expenses provided by this Article Eleven shall continue as  to  a
person  who  has  ceased to hold his position as a director, officer,  employee,
agent,  or other nominee, or designee as described in Section 11.15 and, in  the
event  of the death of such director, officer, employee, agent or other  nominee
or   designee,  shall  inure  to  the  benefit  of  his  heirs,  executors   and
administrators.

     SECTION  18.   LIABILITY  INSURANCE.   The  Corporation  may  purchase  and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee, or agent of the Corporation or who is or was serving at the request of
the Corporation as a director, officer, employee, or agent of the Corporation or
who  is or was serving at the request of the Corporation as 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  foreign  or   domestic
corporation,  partnership, joint venture, sole proprietorship,  trust,  employee
benefit  plan, or other enterprise, against 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 this Article Eleven.

     SECTION 19.  REPORT  TO SHAREHOLDERS.  Any indemnification of or advance of
expenses  to a director in accordance with this Article Eleven 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 pursuant  to  Section  A,
Article 9.10, of the Texas Business Corporation Act and, in any case, within the
12-month  period  immediately  following the  date  of  the  indemnification  or
advance.

     SECTION  20.   SERVICE  TO EMPLOYEE  BENEFIT PLAN.  For  purposes  of  this
Article Eleven, the Corporation is deemed to have requested a director 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 by him 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 interest of  the
Corporation.


                                     --END--