Exhibit 3.1


                                 Amended Bylaws

                                      of

                            RECYCLING INDUSTRIES, INC.



TABLE OF CONTENTS

Article I
Shareholders                                                                 1
  1.  Annual Shareholders' Meeting                                           1
  2.  Special Shareholders' Meeting                                          1
  3.  Determination of Record Date                                           1
  4.  Voting List                                                            2
  5.  Notice to Shareholders                                                 2
  6.  Quorum                                                                 3
  7.  Voting Entitlement of Shares                                           4
  8.  Proxies; Acceptance of Votes and Consents                              4
  9.  Waiver of Notice                                                       4
  10. Action by Shareholders Without a Meeting                               4
  11. Meetings by Telecommunications                                         5

Article II
Directors                                                                    5
  1.  Authority of the Board of Directors                                    5
  2.  Number                                                                 5
  3.  Qualification                                                          5
  4.  Election Article VII
  5.  Term                                                                   5
  6.  Resignation                                                            5
  7.  Removal                                                                5
  8.  Vacancies                                                              6
  9.  Meetings                                                               6
  10. Notice of Special Meeting                                              6
  11. Quorum                                                                 7
  12. Waiver of Notice                                                       7
  13. Attendance by Telephone                                                7
  14. Deemed Assent to Action                                                7
  15. Action by Directors Without a Meeting                                  8

Article III
Committees of the Board of Directors                                         8
  1.  Committees of the Board of Directors                                   8

Article IV
Officers                                                                     9
  1.  General                                                                9
  2.  Term                                                                   9
  3.  Removal and Resignation                                                9
  4.  Chairman                                                              10
  5.  President                                                             10
  6.  Vice President                                                        10
  7.  Secretary                                                             10
  8.  Assistant Secretary                                                   11
  9.  Treasurer                                                             11
  10. Assistant Treasurer                                                   11
  11. Compensation                                                          11

Article V
Indemnification                                                             11
  1.  Definitions                                                           12
  2.  Authority to indemnify directors                                      12
  3.  Mandatory indemnification of directors                                13
  4.  Advance of expenses to directors                                      13
  5.  Court-ordered indemnification of directors                            14
  6.  Determination and authorization of indemnification of directors       14
  7.  Indemnification of officers, employees, fiduciaries, and agents       15
  8.  Insurance                                                             16
  9.  Notice to shareholders of indemnification of director                 16

Article VI
Shares                                                                      16
  1.  Certificates                                                          16
  2.  Facsimile Signatures                                                  17
  3.  Transfers of Shares                                                   17
  4.  Shares Held for Account of Another                                    17

Article VII
Miscellaneous                                                               18
  1.  Corporate Seal                                                        18
  2.  Fiscal Year                                                           18
  3.  Receipt of Notices by the Corporation                                 18
  4.  Amendment of Bylaws                                                   19
  5.  Adoption                                                              19





                          Amended Bylaws
                                of
                     RECYCLING INDUSTRIES, INC.


Article I
Shareholders

1.  The annual shareholders' meeting shall be held on the date and at the time 
and place fixed from time to time by the board of directors.

2.  Special Shareholders' Meeting.  A special shareholders' meeting for any 
purpose or purposes, may be called by the board of directors or the chairman of
the board of directors.  The Corporation shall also hold a special 
shareholders' meeting in the event it receives, in the manner specified in 
Section _____, one or more written demands for the meeting, stating the purpose
or purposes for which it is to be held, signed and dated by the holders of 
shares representing not less than one-tenth of all of the votes entitled to be
cast on any issue at the meeting.  Special meetings shall be held at the 
principal office of the Corporation or at such other place as the board of 
directors or the chairman may determine.

3.  Determination of Record Date.

    (a)  In order to make a determination of shareholders (1) entitled to 
notice of or to vote at any shareholders' meeting or at any adjournment of a 
shareholders' meeting, (2) entitled to demand a special shareholders' meeting,
(3) entitled to take any other action, (4) entitled to receive payment of a 
share dividend or a distribution, or (5) for any other purpose, the board of 
directors may fix a future date as the record date for such determination of 
shareholders.  The record date may be fixed not more than seventy days before 
the date of the proposed action.

    (b)  Unless otherwise specified when the record date is fixed, the time of
day for determination of shareholders shall be as of the Corporation's close of
business on the record date.

    (c)  A determination of shareholders entitled to be given notice of or to 
vote at a shareholders' meeting is effective for any adjournment of the meeting
unless the board of directors fixes a new record date, which the board shall do
if the meeting is adjourned to a date more than one hundred twenty days after 
the date fixed for the original meeting.

    (d)  If no record date is otherwise fixed, the record date for determining
shareholders entitled to be given notice of and to vote at an annual or special
shareholders' meeting is the day before the first notice is given to 
shareholders.

    (e)  The record date for determining shareholders entitled to take action 
without a meeting pursuant to Section Error! Reference source not found. is the
date a writing upon which the action is taken is first received by the 
Corporation.

4.  Voting List.

    (a)  After a record date is fixed for a shareholders' meeting, the 
secretary shall prepare a list of the names of all its shareholders who are 
entitled to be given notice of the meeting.  The list shall be arranged by 
voting groups and within each voting group by class or series of shares, shall
be alphabetical within each class or series, and shall show the address of, and
the number of shares of each such class and series that are held by, each 
shareholder.

    (b)  The shareholders' list shall be available for inspection by any 
shareholder, beginning the earlier of ten days before the meeting for which 
the list was prepared or two business days after notice of the meeting is given
and continuing through the meeting, and any adjournment thereof, at the 
Corporation's principal office or at a place identified in the notice of the 
meeting in the city where the meeting will be held.

    (c)  The secretary shall make the shareholders' list available at the 
meeting, and any shareholder or agent or attorney of a shareholder is entitled
to inspect the list at any time during the meeting or any adjournment.

5.  Notice to Shareholders

    (a)  The secretary shall give notice to shareholders of the date, time, and
place of each annual and special shareholders' meeting no fewer than ten nor 
more than sixty days before the date of the meeting; except that, if the 
articles of incorporation are to be amended to increase the number of 
authorized shares, at least thirty days' notice shall be given.  Except as
otherwise required by the Colorado Business Corporation Act, the secretary 
shall be required to give such notice only to shareholders entitled to vote at
the meeting.

    (b)  Notice of an annual shareholders' meeting need not include a 
description of the purpose or purposes for which the meeting is called unless 
a purpose of the meeting is to consider an amendment to the articles of 
incorporation, a restatement of the articles of incorporation, a plan of 
merger or share exchange, disposition of substantially all of the property of 
the Corporation, consent by the Corporation to the disposition of property by
another entity, shares or other interests of which are held by the Corporation
and constitute all or substantially all of the Corporation's assets, or 
dissolution of the Corporation.

    (c)  Notice of a special shareholders' meeting shall include a description 
of the purpose or purposes for which the meeting is called.

    (d)  Notice of a shareholders' meeting shall be in writing unless oral 
notice is reasonable under the circumstances and shall be given:

      (1)  by deposit in the United States mail, properly addressed to the 
shareholder's address shown in the Corporation's current record of 
shareholders, first class postage prepaid, and, if so given, shall be effective
when mailed; or

      (2)   by telephone telegraph, teletype, electronically transmitted 
facsimile, electronic mail, mail, or private carrier or by personal delivery 
to the shareholder, and, if so given, shall be effective when actually received
by the shareholder or in the case of telephone or oral notices, when 
communicated to the shareholder.

    (e)   If an annual or special shareholders' meeting is adjourned to a 
different date, time, or place, notice need not be given of the new date, time,
or place if the new date, time, or place is announced at the meeting before 
adjournment; provided, however, that, if a new record date for the adjourned 
meeting is fixed pursuant to Section 0, notice of the adjourned meeting shall 
be given to persons who are shareholders as of the new record date.

    (f)  If three successive notices are given by the Corporation, whether 
with respect to a shareholders' meeting or otherwise, to a shareholder and are
returned as undeliverable, no further notices to such shareholder shall be 
necessary until another address for the shareholder is made known to the 
Corporation.

6.  Quorum.  Shares entitled to vote as a separate voting group may take 
action on a matter at a meeting only if a quorum of those shares exists with 
respect to that matter.  One-third of the votes entitled to be cast on the 
matter by the voting group shall constitute a quorum of that voting group for 
action on the matter.  If a quorum does not exist with respect to any voting 
group, the chairman or president or any shareholder or proxy that is present 
at the meeting that is a member of that voting group, may adjourn the meeting 
to a different date, time, or place, and (subject to the next sentence) notice
need not be given of the new date, time, or place if the new date, time, or 
place is announced at the meeting before adjournment.  If a new record date 
for the adjourned meeting is or must be fixed pursuant to Section 0, notice of
the adjourned meeting shall be given pursuant to Section         to persons 
who are shareholders as of the new record date.  At any adjourned meeting at 
which a quorum exists, any matter may be acted upon that could have been acted
upon at the meeting originally called; provided, however, that, if new notice 
is given of the adjourned meeting, then such notice shall state the purpose or
purposes of the adjourned meeting sufficiently to permit action on such 
matters.  Once a share is represented for any purpose at a meeting, including 
the purpose of determining that a quorum exists, it is deemed present for 
quorum purposes for the remainder of the meeting and for any adjournment of 
that meeting unless a new record date is or shall be set for that adjourned 
meeting.

7.  Voting Entitlement of Shares.  Except as stated in the articles of 
incorporation, each outstanding share, regardless of class, is entitled to one
vote, and each fractional share is entitled to a corresponding fractional vote,
on each matter voted on at a shareholders' meeting.

8.  Proxies; Acceptance of Votes and Consents.

    (a)  A shareholder may vote either in person or by proxy.

    (b)  An appointment of a proxy is not effective against the Corporation 
until the appointment is received by the Corporation.  An appointment is valid
for eleven months unless a different period is expressly provided in the 
appointment form.

    (c)  The Corporation may accept or reject any appointment of a proxy, 
revocation of appointment of a proxy, vote, consent, waiver, or other writing 
purportedly signed by or for a shareholder, if such acceptance or rejection is 
in accordance with the provisions of Sections 7-107-203 and 7-107-205 of the 
Colorado Business Corporation Act.

9.  Waiver of Notice.

    (a)  A shareholder may waive any notice required by the Colorado Business 
Corporation Act, the articles of incorporation or these bylaws, whether before 
or after the date or time stated in the notice as the date or time when any 
action will occur or has occurred.  The waiver shall be in writing, be signed 
by the shareholder entitled to the notice, and be delivered to the Corporation
for inclusion in the minutes or filing with the corporate records, but such 
delivery and filing shall not be conditions of the effectiveness of the waiver.

    (b)  A shareholder's attendance at a meeting waives objection to lack of 
notice or defective notice of the meeting, unless the shareholder at the 
beginning of the meeting objects to holding the meeting or transacting business
at the meeting because of lack of notice or defective notice, and waives 
objection to consideration of a particular matter at the meeting that is not 
within the purpose or purposes described in the meeting notice, unless the 
shareholder objects to considering the matter when it is presented.

10.  Action by Shareholders Without a Meeting.  Any action required or 
permitted to be taken at a shareholders' meeting may be taken without a meeting
if all of the shareholders entitled to vote thereon consent to such action in 
writing.  Action taken pursuant to this section shall be effective when the 
Corporation has received writings that describe and consent to the action, 
signed by all of the shareholders entitled to vote thereon.  Action taken 
pursuant to this section shall be effective as of the date the last writing 
necessary to effect the action is received by the Corporation, unless all of 
the writings necessary to effect the action specify another date, which may be 
before or after the date the writings are received by the Corporation.  Such 
action shall have the same effect as action taken at a meeting of shareholders
and may be described as such in any document.  Any shareholder who has signed a
writing describing and consenting to action taken pursuant to this section may
revoke such consent by a writing signed by the shareholder describing the 
action and stating that the shareholder's prior consent thereto is revoked, if
such writing is received by the Corporation before the effectiveness of the 
action.

11.  Meetings by Telecommunications.  To the extent provided by resolution of 
the Board of Directors or in the notice of the meeting, any or all of the 
shareholders may participate in an annual or special shareholders' meeting by,
or the meeting may be conducted through the use of, any means of communication
by which all persons participating in the meeting may hear each other during 
the meeting.  A shareholder participating in a meeting by this means is deemed
to be present in person at the meeting.

Article II
Directors

1.  Authority of the Board of Directors.  The corporate powers shall be 
exercised by or under the authority of, and the business and affairs of the 
Corporation shall be managed under the direction of, a board of directors.

2.  Number.  The number of directors shall be at least two and not more than 
nine.  Within that range, the number of directors shall be as stated by 
resolution adopted by the board of directors from time to time, but no decrease 
in the number of directors shall have the effect of shortening the term of any
incumbent director.

3.  Qualification.  Directors shall be natural persons at least eighteen years
old but need not be residents of the State of Colorado or shareholders of the 
Corporation.

4.  Election.  The board of directors shall be elected at the annual meeting of
the shareholders or at a special meeting called for that purpose.

5.  Term.  Each director shall be elected to hold office until the next annual
meeting of shareholders and until the director's successor is elected and 
qualified.

6.  Resignation.  A director may resign at any time by giving written notice 
of his or her resignation to any other director or (if the director is not 
also the secretary) to the secretary.  The resignation shall be effective when
it is received by the other director or secretary, as the case may be, unless 
the notice of resignation specifies a later effective date.  Acceptance of such
resignation shall not be necessary to make it effective unless the notice so 
provides.

7.  Removal.  Any director may be removed by the shareholders, with or without
cause, at a meeting called for that purpose.  The notice of the meeting shall 
state that the purpose, or one of the purposes, of the meeting is removal
of the director.  A director may be removed only if the number of votes cast 
in favor of removal exceeds the number of votes cast against removal.

8.  Vacancies

    (a)  If a vacancy occurs on the board of directors, including a vacancy
resulting from an increase in the number of directors:

      (1)  The shareholders may fill the vacancy at the next annual meeting 
or at a special meeting called for that purpose; or

      (2)  The board of directors may fill the vacancy; or

      (3)   If the directors remaining in office constitute fewer than a quorum
of the board, they may fill the vacancy by the affirmative vote of a majority 
of all the directors remaining in office.

    (b)  Notwithstanding Section 0, if the vacant office was held by a director
elected by a voting group of shareholders, then, if one or more of the 
remaining directors were elected by the same voting group, only such directors
are entitled to vote to fill the vacancy if it is filled by directors, and they
may do so by the affirmative vote of a majority of such directors remaining in
office; and only the holders of shares of that voting group are entitled to 
vote to fill the vacancy if it is filled by the shareholders.

    (c)  A vacancy that will occur at a specific later date, by reason of a 
resignation that will become effective at a later date under Section ____. or 
otherwise, may be filled before the vacancy occurs, but the new director may 
not take office until the vacancy occurs.

9.  Meetings.  The board of directors may hold regular or special meetings in 
or out of Colorado.  The board of directors may, by resolution, establish the 
dates, times and places for regular meetings, which may thereafter be held 
without further notice.  Special meetings may be called by the chairman or by 
any two directors and shall be held at the principal office of the Corporation
unless another place stated on the notice is consented to by every director.  
At any time when the board consists of a single director, that director may 
act at any time, date, or place without notice.

10.  Notice of Special Meeting.  Notice of a special meeting shall be given to
every director at least twenty four hours before the time of the meeting, 
stating the date, time, and place of the meeting.  The notice need not describe
the purpose of the meeting.  Notice may be given orally to the director,
personally or by telephone or other wire or wireless communication.  Notice 
may also be given in writing by telegraph, teletype, electronically transmitted
facsimile, electronic mail, mail, or private carrier.  Notice shall be 
effective at the earliest of the time it is received; five days after it is
deposited in the United States mail, properly addressed to the last address for
the director shown on the records of the Corporation, first class postage 
prepaid; or the date shown on the return receipt if mailed by registered or
certified mail, return receipt requested, postage prepaid, in the United States
mail and if the return receipt is signed by the director to which the notice 
is addressed.

11.  Quorum.  Except as provided in Section Error! Reference source not found.,
a majority of the number of directors fixed in accordance with these Bylaws 
shall constitute a quorum for the transaction of business at all meetings of 
the board of directors.  The act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the board of 
directors, except as otherwise specifically required by law.

12.  Waiver of Notice 

    (a)  A director may waive any notice of a meeting before or after the time
and date of the meeting stated in the notice.  Except as provided by Section 0,
the waiver shall be in writing and shall be signed by the director.  Such 
waiver shall be delivered to the secretary for filing with the corporate 
records, but such delivery and filing shall not be conditions of the 
effectiveness of the waiver.

    (b)  A director's attendance at or participation in a meeting waives any 
required notice to him or her of the meeting unless, at the beginning of the 
meeting or promptly upon his or her later arrival, the director objects to 
holding the meeting or transacting business at the meeting because of lack of 
notice or defective notice and does not thereafter vote for or assent to action
taken at the meeting.

13.  Attendance by Telephone.  One or more directors may participate in a 
regular or special meeting by, or conduct the meeting through the use of, any
means of communication by which all directors participating may hear each other
during the meeting.  A director participating in a meeting by this means is 
deemed to be present in person at the meeting.

14.  Deemed Assent to Action.  A director who is present at a meeting of the 
board of directors when corporate action is taken shall be deemed to have 
assented to all action taken at the meeting unless:

      (1)   The director objects at the beginning of the meeting, or promptly 
upon his or her arrival, to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting;

      (2)  The director contemporaneously requests that his or her dissent or 
abstention as to any specific action taken be entered in the minutes of the 
meeting; or

      (3)  The director causes written notice of his or her dissent or 
abstention as to any specific action to be received by the presiding officer of
the meeting before adjournment of the meeting or by the secretary (or, if the
director is the secretary, by another director) promptly after adjournment of 
the meeting.

The right of dissent or abstention pursuant to this Section         as to a 
specific action is not available to a director who votes in favor of the 
action taken.

15.  Action by Directors Without a Meeting.  Any action required or permitted 
by law to be taken at a board of directors' meeting may be taken without a 
meeting if all members of the board consent to such action in writing.  Action
shall be deemed to have been so taken by the board at the time the last 
director signs a writing describing the action taken, unless, before such time,
any director has revoked his or her consent by a writing signed by the director
and received by the secretary or any other person authorized by the bylaws or 
the board of directors to receive such a revocation. Such action shall be 
effective at the time and date it is so taken unless the directors establish a
different effective time or date.  Such action has the same effect as action 
taken at a 
meeting of directors and may be described as such in any document.

Article III
Committees of the Board of Directors

1.  Committees of the Board of Directors

    (a)  Subject to the provisions of section 7-109-106, the board of directors
may create one or more committees and appoint one or more members of the board 
of directors to serve on them. The creation of a committee and appointment of
members to it shall require the approval of a majority of all the directors in
office when the action is taken, whether or not those directors constitute a
quorum of the board.

    (b)  The provisions of these bylaws governing meetings, action without 
meeting, notice, waiver of notice, and quorum and voting requirements of the 
board of directors apply to committees and their members as well.

    (c)  To the extent specified by resolution adopted from time to time by a
majority of all the directors in office when the resolution is adopted, whether
or not those directors constitute a quorum of the board, each committee shall
exercise the authority of the board of directors with respect to the corporate
powers and the management of the business and affairs of the Corporation; 
except that a committee shall not:

      (1)  Authorize distributions;

      (2)  Approve or propose to shareholders action that the Colorado Business
Corporation Act requires to be approved by shareholders;

      (3)  Fill vacancies on the board of directors or on any of its 
committees;

      (4)  Amend the articles of incorporation pursuant to section 7-110-102 
of the Colorado Business Corporation Act;

      (5)  Adopt, amend, or repeal bylaws;

      (6)  Approve a plan of merger not requiring shareholder approval;

      (7)  Authorize or approve reacquisition of shares, except according to a
formula or method prescribed by the board of directors; or

      (8)  Authorize or approve the issuance or sale of shares, or a contract 
for the sale of shares, or determine the designation and relative rights,
preferences, and limitations of a class or series of shares; except that the 
board of directors may authorize a committee or an officer to do so within 
limits specifically prescribed by the board of directors.

    (d)  The creation of, delegation of authority to, or action by, a committee
does not alone constitute compliance by a director with applicable standards of
conduct.

Article IV
Officers

1.  General.  The Corporation shall have as officers a chairman, a president, a
secretary, and a treasurer, who shall be appointed by the board of directors.
The board of directors may appoint as additional officers a vice chairman and
other officers of the board.  The board of directors, the chairman, president,
and such other subordinate officers as the board of directors may authorize 
from time to time, acting singly, may appoint as additional officers one or 
more vice presidents, assistant secretaries, assistant treasurers, and such 
other subordinate officers as the board of directors, the chairman or such 
other appointing officers deem necessary or appropriate.  The officers of the
Corporation shall hold their offices for such terms and shall exercise such
authority and perform such duties as shall be determined from time to time
by these Bylaws, the board of directors, or (with respect to officers whom are
appointed by the chairman or other appointing officers) the persons appointing
them; provided, however, that the board of directors may change the term of
offices and the authority of any officer appointed by the chairman or other
appointing officers.  Any two or more offices may be held by the same person.
The officers of the Corporation shall be natural persons at least eighteen 
years old.

2.  Term.  Each officer shall hold office from the time of appointment until 
the time of removal or resignation pursuant to Section        or until the 
officer's death.

3.  Removal and Resignation.  Any officer appointed by the board of directors 
may be removed at any time by the board of directors.  Any officer appointed 
by the chairman or other appointing officer may be removed at any time by the
board of directors or by the person appointing the officer.  Any officer may
resign at any time by giving written notice of resignation to any director (or
to any director other than the resigning officer if the officer is also a 
director), to the chairman, to the president, to the secretary, or to the 
officer who appointed the officer.  Acceptance of such resignation shall not 
be necessary to make it effective, unless the notice so provides.

4.  Chairman.  The chairman shall preside at all meetings of shareholders, and
the chairman shall also preside at all meetings of the board of directors.
Subject to the direction and control of the board of directors, the chairman
shall be the chief executive officer of the Corporation and as such shall have
general and active management of the business of the Corporation and shall see
that all orders and resolutions of the board of directors are carried into
effect.  The chairman may negotiate, enter into, and execute contracts, deeds,
and other instruments on behalf of the Corporation as are necessary and 
appropriate to the conduct to the business and affairs of the Corporation or
as are approved by the board of directors.  The chairman shall have such
additional authority and duties as are appropriate and customary for the office
of chairman and chief executive officer, except as the same may be expanded or
limited by the board of directors from time to time.

5.  President.  Subject to the direction and control of the chairman and the
board of directors, the president shall be the chief operating officer of the
corporation and as such shall have general and active management of the 
business operations of the Corporation and shall see that all orders and
resolutions of the board of directors are carried into effect.  The president 
may negotiate, enter into and execute contracts, deeds and other instruments on
behalf of the Corporation as are necessary and appropriate to the business and
affairs of the Corporation or as are approved by the board of directors.  In 
the absence of the chairman, the president shall preside at meetings of 
shareholders and at meetings of the board of directors.  Upon the death or 
disability of the chairman, the president shall have the authority and duties 
of the chairman.  The president shall have such additional authority and duties
as are prescribed by the board of directors.

6.  Vice President.  The vice president, if any, or, if there are more than 
one, the vice presidents in the order determined by the board of directors or 
the chairman (or, if no such determination is made, in the order of their 
appointment), shall be the officer or officers next in seniority after the 
president.  Each vice president shall have such authority and duties as are 
prescribed by the board of directors or chairman.  Upon the death or disability
of the president, the vice president, if any, or, if there are more than one, 
the vice presidents in the order determined by the board of directors or the 
chairman, shall have the authority and duties of the president.

7.  Secretary.  The secretary shall be responsible for the preparation and 
maintenance of minutes of the meetings of the board of directors and of the
shareholders and of the other records and information required to be kept by 
the Corporation under section 7-116-101 of the Colorado Business Corporation 
Act and for authenticating records of the corporation.  The secretary shall 
also give, or cause to be given, notice of all meetings of the shareholders 
and special meetings of the board of directors, keep the minutes of such 
meetings, have charge of the corporate seal and  have authority to affix the 
corporate seal to any instrument requiring it (and, when so affixed, it may be
attested by the secretary's signature), be responsible for the maintenance of 
all other corporate records and files and for the preparation and filing of 
reports to governmental agencies (other than tax returns), and have such other
authority and duties as are appropriate and customary for the office of 
secretary, except as the same may be expanded or limited by the board of 
directors from time to time.

8.  Assistant Secretary.  The assistant secretary, if any, or, if there are 
more than one, the assistant secretaries in the order determined by the board 
of directors or the secretary (or, if no such determination is made, in the 
order of their appointment) shall, under the supervision of the secretary, 
perform such duties and have such authority as may be prescribed from time to
time by the board of directors or the secretary.  Upon the death, absence, or
disability of the secretary, the assistant secretary, if any, or, if there are
more than one, the assistant secretaries in the order designated by the board 
of directors or the secretary (or, if no such determination is made, in the 
order of their appointment), shall have the authority and duties of the 
secretary.

9.  Treasurer.  The treasurer shall have control of the funds and the care and
custody of all stocks, bonds, and other securities owned by the Corporation, 
and shall be responsible for the preparation and filing of tax returns.  The 
treasurer shall receive all moneys paid to the Corporation and, subject to any
limits imposed by the board of directors, shall have authority to give receipts
and vouchers, to sign and endorse checks and warrants in the Corporation's name
and on the Corporation's behalf, and give full discharge for the same.  The 
treasurer shall also have charge of disbursement of funds of the Corporation,
shall keep full and accurate records of the receipts and disbursements, and 
shall deposit all moneys and other valuable effects in the name and to the 
credit of the Corporation in such depositories as shall be designated by the
board of directors.  The treasurer shall have such additional authority and 
duties as are appropriate and customary for the office of treasurer, except 
as the same may be expanded or limited by the board of directors from time to
time.

10.  Assistant Treasurer.  The assistant treasurer, if any, or, if there are 
more than one, the assistant treasurers in the order determined by the board of
directors or the treasurer (or, if no such determination is made, in the 
order of their appointment) shall, under the supervision of the treasurer, have
such authority and duties as may be prescribed from time to time by the board 
of directors or the treasurer.  Upon the death, absence, or disability of the
treasurer, the assistant treasurer, if any, or if there are more than one, the
assistant treasurers in the order determined by the board of directors or the
treasurer (or, if no such determination is made, in the order of their 
appointment), shall have the authority and duties of the treasurer.

11.  Compensation.  Officers shall receive such compensation for their 
services as may be authorized or ratified by the board of directors.  
Election or appointment of an officer shall not of itself create a contractual
right to compensation for services performed as such officer.

Article V
Indemnification

1.  Definitions.  As used in this article:

    (a)  "Corporation" includes any domestic or foreign entity that is a 
predecessor of the Corporation by reason of a merger or other transaction in 
which the predecessor's existence ceased upon consummation of the transaction.

    (b)   "Director" means an individual who is or was a director of the 
Corporation or an individual who, while a director of the Corporation, is or 
was serving at the Corporation's request as a director, officer, partner, 
trustee, employee, fiduciary, or agent of another domestic or foreign 
corporation or other person or of an employee benefit plan.  A director is 
considered to be serving an employee benefit plan at the Corporation's request
if his or her duties to the Corporation also impose duties on, or otherwise 
involve services by, the director to the plan or to participants in or 
beneficiaries of the plan.  "Director" includes, unless the context requires 
otherwise, the estate or personal representative of a director.

    (c)  "Expenses" includes counsel fees.

    (d)  "Liability" means the obligation incurred with respect to a proceeding 
to pay a judgment, settlement, penalty, fine, including an excise tax assessed
with respect to an employee benefit plan, or reasonable expenses.

    (e)  "Official capacity" means, when used with respect to a director, the
office of director of the Corporation and, when used with respect to a person
other than a director as contemplated in Section V.1.(a), the office in the
Corporation held by the officer or the employment, fiduciary, or agency 
relationship undertaken by the employee, fiduciary, or agent on behalf of the
Corporation.  "Official capacity" does not include service for any other 
domestic or foreign corporation or other person or employee benefit plan.

    (f)  "Party" includes a person who was, is, or is threatened to be made a
named defendant or respondent in a Proceeding.

    (g)  "Proceeding" means any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative and 
whether formal or informal.

2.  Authority to indemnify.

    (a)  Except as provided in Section V.2.(d), the Corporation may indemnify 
a person made a party to a Proceeding because the person is or was a director
against Liability incurred in the Proceeding if:

      (1)  The person conducted himself or herself in good faith; and

      (2)  The person reasonably believed:

        (A)  In the case of conduct in an official capacity with the 
Corporation, that his or her conduct was in the Corporation's best interests;
and

        (B)  In all other cases, that his or her conduct was at least not 
opposed to the Corporation's best interests; and

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

    (b)  A director's conduct with respect to an employee benefit plan for a 
purpose the director reasonably believed to be in the interests of the 
participants in or beneficiaries of the plan is conduct that satisfies the 
requirement of Section V.2.(a)(2)(B).  A director's conduct with respect to an
employee benefit plan for a purpose that the director did not reasonably 
believe to be in the interests of the participants in or beneficiaries of the
plan shall be deemed not to satisfy the requirements of Section V.2.(a)(1).

    (c)  The termination of a Proceeding by judgment, order, settlement, 
conviction, or upon a plea of nolo contendere or its equivalent is not, of 
itself, determinative that the director did not meet the standard of conduct 
described in this Section V.2.

    (d)  The Corporation may not indemnify a director under this Section V.2.

      (1)  connection with a proceeding by or in the right of the Corporation 
in which the director was adjudged liable to the Corporation; or

      (2)  In connection with any other Proceeding charging that the director 
derived an improper personal benefit, whether or not involving action in an 
official capacity, in which Proceeding the director was adjudged liable on the
basis that he or she derived an improper personal benefit.

    (e)  Indemnification permitted under this Section V.2 in connection with 
a Proceeding by or in the right of the Corporation is limited to reasonable 
expenses incurred in connection with the Proceeding.

3.  Mandatory indemnification of directors.  The Corporation shall indemnify 
a person who was wholly successful, on the merits or otherwise, in the defense
of any Proceeding to which the person was a party because the person is or was
a director, against reasonable expenses incurred by him or her in connection 
with the proceeding.

4.  Advance of expenses to.

    (a)  The Corporation may pay for or reimburse the reasonable expenses 
incurred by a director who is a party to a Proceeding in advance of final 
disposition of the Proceeding if:

      (1)  The director furnishes to the Corporation a written affirmation of 
the director's good faith belief that he or she has met the standard of conduct
described in Section V.2.

      (2)  The director furnishes to the Corporation a written undertaking, 
executed personally or on the director's behalf, to repay the advance if it is
ultimately determined that he or she did not meet the standard of conduct; and

      (3)  A determination is made that the facts then known to those making 
the determination would not preclude indemnification under this article.

    (b)  The undertaking required by Section V.4.(a)(2) shall be an unlimited
general obligation of the director but need not be secured and may be accepted
without reference to financial ability to make repayment.

    (c)  Determinations and authorizations of payments under this Section V.4
shall be made in the manner specified in Section V.6.

5.  Court-ordered indemnification of directors.  A director who is or was a 
party to a Proceeding may apply for indemnification to the court conducting 
the proceeding or to another court of competent jurisdiction.  On receipt of 
an application, the court, after giving any notice the court considers 
necessary, may order indemnification in the following manner:

    (a)  If it determines that the director is entitled to mandatory 
indemnification under Section V.3., the court shall order indemnification, in
which case the court shall also order the Corporation to pay the director's
reasonable expenses incurred to obtain court-ordered indemnification.

    (b)  If it determines that the director is fairly and reasonably entitled 
to indemnification in view of all the relevant circumstances, whether or not 
the director met the standard of conduct set forth in Section V.2.(a) or was 
adjudged liable in the circumstances described in Section V.2.(d), the court 
may order such indemnification as the court deems proper; except that the 
indemnification with respect to any Proceeding in which Liability shall have
been adjudged in the circumstances described in Section V.2.(d) is limited to
reasonable expenses incurred in connection with the Proceeding and reasonable
expenses incurred to obtain court-ordered indemnification.

6.  Determination and authorization of indemnification of directors.

    (a)  The Corporation may not indemnify a director under Section V.2 unless
authorized in the specific case after a determination has been made that 
indemnification of the director is permissible in the circumstances because the
director has met the standard of conduct set forth in Section V.2.  The 
Corporation shall not advance expenses to a director under Section V.4 unless
authorized in the specific case after the written affirmation and undertaking
required by Section V.4(a)(1) and V.4.(a)(2) are received and the determination
required by Section V.4.(a)(3) has been made.

    (b)  The determinations required by Section V.6.(a) shall be made:

      (1)  By the board of directors by a majority vote of those present at a
meeting at which a quorum is present, and only those directors not parties to
the Proceeding shall be counted in satisfying the quorum; or

      (2)  If a quorum cannot be obtained, by a majority vote of a committee 
of the board of directors designated by the board of directors, which committee
shall consist of two or more directors not parties to the Proceeding; except 
that directors who are parties to the Proceeding may participate in the 
designation of directors for the committee.

    (c)  If a quorum cannot be obtained as contemplated in Section V.6.(b)(1),
and a committee cannot be established under Section V.6.(b)(2) if a quorum is
obtained or a committee is designated, if a majority of the directors 
constituting such quorum or such committee so directs, the determination 
required to be made by Section V.6.(a) shall be made:

      (1)  By independent legal counsel selected by a vote of the board of 
directors or the committee in the manner specified in Section V.6.(b)(1) or 
V.6.(b)(2), or, if a quorum of the full board cannot be obtained and a 
committee cannot be established, by independent legal counsel selected by a 
majority vote of the full board of directors; or

      (2)  By the shareholders.

    (d)  Authorization of indemnification and advance of expenses shall be 
made in the same manner as the determination that indemnification or advance 
of expenses is permissible; except that, if the determination that 
indemnification or advance of expenses is permissible is made by independent 
legal counsel, authorization of indemnification and advance of expenses shall 
be made by the body that selected such counsel.

7.  Indemnification of officers, employees, fiduciaries, and agents.

    (a)  An officer is entitled to mandatory indemnification under Section
 V.3. and is entitled to apply for court-ordered indemnification under 
Section V.5., in each case to the same extent as a director;

    (b)  The Corporation may indemnify and advance expenses to an officer, 
employee, fiduciary, or agent of the Corporation to the same extent as to a 
director; and

    (c)  The Corporation may also indemnify and advance expenses to an 
officer, employee, fiduciary, or agent who is not a director to a greater 
extent than is provided in these bylaws, if not inconsistent with public 
policy, and if provided for by general or specific action of its board of 
directors or shareholders or by contract.

8.  Insurance.  The Corporation may purchase and maintain insurance on behalf 
of a person who is or was a director, officer, employee, fiduciary, or agent 
of the Corporation, or who, while a director, officer, employee, fiduciary, or
agent of the Corporation, is or was serving at the request of the Corporation 
as a director, officer, partner, trustee, employee, fiduciary, or agent of 
another domestic or foreign corporation or other person or of an employee 
benefit plan, against Liability asserted against or incurred by the person in
that capacity or arising from his or her status as a director, officer, 
employee, fiduciary, or agent, whether or not the Corporation would have power
to indemnify the person against the same liability under Section V.2., V.3., 
or V.7.  Any such insurance may be procured from any insurance company 
designated by the board of directors, whether such insurance company is formed
under the laws of this state or any other jurisdiction of the United States or
elsewhere, including any insurance company in which the Corporation has an 
equity or any other interest through stock ownership or otherwise.

9.  Notice to shareholders of indemnification of director.  If the Corporation
indemnifies or advances expenses to a director under this article in connection
with a Proceeding by or in the right of the Corporation, the Corporation shall
give written notice of the indemnification or advance to the shareholders with
or before the notice of the next shareholders' meeting.  If the next 
shareholder action is taken without a meeting at the instigation of the board 
of directors, such notice shall be given to the shareholders at or before the
time the first shareholder signs a writing consenting to such action.

Article VI
Shares

1.  Certificates.  Certificates representing shares of the capital stock of 
the Corporation shall be in such form as is approved by the board of directors
and shall be signed by the chairman or vice chairman of the board of directors
(if any), or the president or any vice president, and by the secretary or an 
assistant secretary or the treasurer or an assistant treasurer.  All 
certificates shall be consecutively numbered, and the names of the owners, the
number of shares, and the date of issue shall be entered on the books of the
Corporation.  Each certificate representing shares shall state upon its face

    (a)  The name of the Corporation;

    (b)  That the Corporation is organized under the laws of the State of 
Colorado;

    (c)  The name of the person to whom issued;

    (d)  The number and class of the shares and the designation of the series,
if any, that the certificate represents;

    (e)  A conspicuous statement, on the front or the back, that the 
Corporation will furnish to the shareholder, on request in writing and without
charge, information concerning the designations, preferences, limitations, and
relative rights applicable to each class, the variations in preferences, 
limitations, and rights determined for each series, and the authority of the
board of directors to determine variations for future classes or series; and

    (f)  Any restrictions imposed by the Corporation upon the transfer of the 
shares represented by the certificate.

2.  Facsimile Signatures.  Where a certificate is signed

    (a)  By a transfer agent other than the Corporation or its employee, or

    (b)  By a registrar other than the Corporation or its employee, any or 
all of the officers' signatures on the certificate required by Section     may
be facsimile.  If any officer, transfer agent or registrar who has signed, or 
hose facsimile signature or signatures have been placed upon, any certificate,
shall cease to be such officer, transfer agent, or registrar, whether because 
of death, resignation, or otherwise, before the certificate is issued by the 
Corporation, it may nevertheless be issued by the Corporation with the same 
effect as if he or she were such officer, transfer agent or registrar at the 
date of issue.

3.  Transfers of Shares.  Transfers of shares shall be made on the books of 
the Corporation only upon presentation of the certificate or certificates 
representing such shares properly endorsed by the person or persons appearing 
on the face of such certificate to be the owner, or accompanied by a proper 
transfer or assignment separate from the certificate, except as may otherwise 
be expressly provided by the statutes of the State of Colorado or by order of 
a court of competent jurisdiction.  The officers or transfer agents of the 
Corporation may, in their discretion, require a signature guaranty before 
making any transfer.  The Corporation shall be entitled to treat the person 
in whose name any shares are registered on its books as the owner of those 
shares for all purposes and shall not be bound to recognize any equitable or 
other claim or interest in the shares on the part of any other person, whether
or not the Corporation shall have notice of such claim or interest.

4.  Shares Held for Account of Another.  The board of directors may adopt by 
resolution a procedure whereby a shareholder of the Corporation may certify in 
writing to the Corporation that all or a portion of the shares registered in 
the name of such shareholder are held for the account of a specified person or
persons.  The resolution shall set forth:

    (a)  The classification of shareholders who may certify;

    (b)  The purpose or purposes for which the certification may be made;

    (c)  The form of certification and information to be contained herein;

    (d)  If the certification is with respect to a record date or closing of 
the stock transfer books, the time after the record date or the closing of the 
stock transfer books within which the certification must be received by the 
Corporation; and

    (e)  Such other provisions with respect to the procedure as are deemed 
necessary or desirable.  Upon receipt by the Corporation of a certification 
complying with the procedure, the persons specified in the certification shall
be deemed, for the purpose or purposes set forth in the certification, to be 
the holders of record of the number of shares specified in place of the 
shareholder making the certification.

Article VII
Miscellaneous

1.  Corporate Seal.  The board of directors may adopt a seal, circular in form
and bearing the name of the Corporation and the words "SEAL" and "COLORADO,"
which, when adopted, shall constitute the seal of the Corporation.  The seal 
may be used by causing it or a facsimile of it to be impressed, affixed, 
manually reproduced, or rubber stamped with indelible ink.  Even if the 
Corporation has adopted a corporate seal, properly authorized actions of the
Corporation are effective whether or not any writing evidencing such action 
is sealed.

2.  Fiscal Year.  The board of directors may, by resolution, adopt a fiscal 
year for the Corporation.

3.  Receipt of Notices by the Corporation.  Notices, shareholder writings 
consenting to action, and other documents or writings shall be deemed to have
been received by the Corporation when they are received

    (a)  At the registered office of the Corporation in the State of Colorado;

    (b)  At the principal office of the Corporation (as that office is 
designated in the most recent document filed by the Corporation with the 
Secretary of State for the State of Colorado designating a principal office) 
addressed to the attention of the secretary of the Corporation;

    (c)   By the secretary of the corporation wherever the secretary may be 
found; or

    (d)  By any other person authorized from time to time by the board of 
directors, the president, or the secretary to receive such writings, wherever 
such person is found.

4.  Amendment of Bylaws.  These Bylaws may at any time and from time to time 
be amended, supplemented, or repealed by the board of directors.

5.  Adoption.  These Bylaws were adopted by the Board of Directors of Recycling
Industries, Inc. on                      , 19   .

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Secretary