BYLAWS                       Exhibit 3.2

                               OF

                     ACX TECHNOLOGIES, INC.


            (As amended and restated August 20, 1996)
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                         INDEX TO BYLAWS
                               OF
                     ACX TECHNOLOGIES, INC.


                                                        Page

ARTICLE I - Offices

    Section 1.01   Business Offices                        1
    Section 1.02   Registered Office                       1

ARTICLE II - Shareholders

    Section 2.01   Annual Meeting...                       1
    Section 2.02   Special Meetings.                       2
    Section 2.03   Place of Meetings                       2
    Section 2.04   Notice of Meetings.........             2
    Section 2.05   Waiver of Notice.                       3
    Section 2.06   Closing of Transfer Books or Fixing
                     of Record Date.                       3
    Section 2.07   Voting List........                     4
    Section 2.08   Proxies                                 5
    Section 2.09   Quorum and Manner of Acting             5
    Section 2.10   Extraordinary Matters......             5
    Section 2.11   Voting of Shares.                       6
    Section 2.12   Voting of Shares by Certain Holders..   6
    Section 2.13   Unanimous Action Without a Meeting...   8
    Section 2.14   Conduct of Meetings                     8
    Section 2.15   Nomination of Directors and
                   Presentation of Business at
                   Shareholder Meetings                   11
    Section 2.16   Advisory Shareholder Votes             14

ARTICLE III - Board of Directors

    Section 3.01   General Powers...                      14
    Section 3.02   Number, Tenure and Qualifications....  14
    Section 3.03   Resignation......                      15
    Section 3.04   Removal                                15
    Section 3.05   Vacancies........                      15
    Section 3.06   Regular Meetings.                      16
    Section 3.07   Special Meetings.                      16
    Section 3.08   Meetings by Telephone                  16
    Section 3.09   Notice of Meetings.........            16
    Section 3.10   Waiver of Notice.                      17
    Section 3.11   Presumption of Assent......            17
    Section 3.12   Quorum and Manner of Acting            18
    Section 3.13   Action Without a Meeting               18
    Section 3.14   Authorized Committees                  18
    Section 3.15   Executive Committee                    19
    Section 3.16   Audit Committee                        20
    Section 3.17   Compensation Committee                 21
    Section 3.18   Directors' Committee                   23
    Section 3.19   Compensation                           24
    Section 3.20   Organization                           24
    Section 3.21   Director Emeritus                      24

ARTICLE IV - Officers

    Section 4.01   Number and Qualifications              25
    Section 4.02   Election and Term of Office            25
    Section 4.03   Compensation                           25
    Section 4.04   Resignation                            26
    Section 4.05   Removal                                26
    Section 4.06   Vacancies                              26
    Section 4.07   Authority and Duties                   26
    Section 4.08   Surety Bonds                           29

ARTICLE V - Stock

    Section 5.01   Issuance of Shares                     30
    Section 5.02   Stock Certificates; Uncertificated
                     Shares                               30
    Section 5.03   Consideration for Shares               30
    Section 5.04   Lost Certificates                      31
    Section 5.05   Transfer of Shares                     31
    Section 5.06   Holders of Record                      31
    Section 5.07   Shares Held for Account of Another     32
    Section 5.08   Transfer Agents, Registrars and
                     Paying Agents                        32

ARTICLE VI - Indemnification

    Section 6.01   Definitions......                      32
    Section 6.02   Right to Indemnification               33
    Section 6.03   Advancement of Expenses                34
    Section 6.04   Burden of Proof...                     34
    Section 6.05   Notification and Defense of Claim...   35
    Section 6.06   Enforcement                            36
    Section 6.07   Proceedings by a Party                 36
    Section 6.08   Subrogation......                      36
    Section 6.09   Other Payments......                   36
    Section 6.10   Insurance.....                         37
    Section 6.11   Other Rights and Remedies              37
    Section 6.12   Applicability; Effect......            37
    Section 6.13   Severability...                        38

ARTICLE VII - Dividends

ARTICLE VIII - Conflicts of Interest

    Section 8.01   Financial Interest                     39
    Section 8.02   Interested Directors                   39

ARTICLE IX - Contracts, Loans, Checks and Deposits

    Section 9.01   Contracts                              40
    Section 9.02   Loans                                  40
    Section 9.03   Checks, Drafts, etc.                   40
    Section 9.04   Deposits                               40

ARTICLE X - Miscellaneous

    Section 10.01  Voting of Securities by the
                     Corporation                          40
    Section 10.02  Seal                                   41
    Section 10.03  Fiscal Year                            41
    Section 10.04  Gender                                 41
    Section 10.05  Amendments                             41
                            BYLAWS

                              OF

                    ACX TECHNOLOGIES, INC.



                           ARTICLE I

                            Offices

         Section 1.01   Business Offices.  The corporation may
have such offices, either within or outside Colorado, as the
board of directors may from time to time determine or as the
business of the corporation may require.

         Section 1.02   Registered Office.  The registered
office of the corporation required by the Colorado Corporation
Code to be maintained in Colorado shall be as set forth in the
articles of incorporation, unless changed as provided by law.


                          ARTICLE II

                          Shareholders

         Section 2.01   Annual Meeting.  An annual meeting of
the shareholders shall be held at the time and place as may be
determined by the board of directors, beginning with the year
1994, for the purpose of electing directors and for the
transaction of such other business as may come before the
meeting.  At the annual meeting, the shareholders shall elect
by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote the
election of directors, by ballot, a board of directors or
successors to directors whose terms expire at the annual
meeting, in accordance with the articles of incorporation of
the corporation.  If the election of directors shall not be
held on the day designated herein for any annual meeting of
the shareholders, or at any adjournment thereof, the board of
directors shall cause the election to be held at a meeting of
the shareholders as soon thereafter as conveniently may be.
Failure to hold an annual meeting as required by these bylaws
shall not invalidate any action taken by the board of
directors or officers of the corporation.


         Section 2.02   Special Meetings.  Except as otherwise
required by law, and subject to the rights of the holders of
any class or series of shares issued by the corporation having
a preference over the common stock of the corporation as to
dividends or upon liquidation to elect directors upon certain
circumstances, special meetings of the shareholders of the
corporation may be called, for any purpose or purposes, only
by the board of directors pursuant to a resolution approved by
the affirmative vote of a majority of directors then in
office.

         Except as otherwise required by law, no shareholder
may submit a proposal for consideration at a special meeting
of shareholders, provided that, if the special meeting is
called for the purpose of electing directors, a shareholder
may nominate a candidate subject to the provisions of Section
2.15.

         Section 2.03   Place of Meetings.  Each meeting of
the shareholders shall be held at such place, either within or
outside Colorado, as may be designated in the notice of
meeting, or, if no place is designated in the notice, at the
principal office of the corporation if in Colorado, or if the
principal office is not located in Colorado, at the registered
office of the corporation in Colorado.

         Section 2.04   Notice of Meetings.  Except as
otherwise required by law, written notice of each meeting of
the shareholders stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called shall be given,
either personally (including delivery by private courier) or
by first class, certified or registered mail, to each
shareholder of record entitled to notice of such meeting, not
less than ten nor more than 50 days before the date of the
meeting, except that if the authorized shares of the
corporation are to be increased, at least 30 days notice shall
be given, and if the sale, lease, exchange or other
disposition of all or substantially all of the property and
assets of the corporation not in the usual and regular course
of business is to be voted on, at least 20 days notice shall
be given.  Such notice shall be deemed to be given, if
personally delivered, when delivered to the shareholder, and,
if mailed, when deposited in the United States mail, addressed
to the shareholder at his address as it appears on the stock
transfer books of the corporation, with postage thereon
prepaid, but if three successive notices mailed to the last-
known address of any shareholder of record are returned as
undeliverable no further notices to such shareholder shall be
necessary until another address for such shareholder is made
known to the corporation.  If a meeting is adjourned to
another time or place, notice need not be given if the time
and place thereof are announced at the meeting, unless the
adjournment is for more than 30 days or if after the
adjournment a new record date is fixed, in either of which
case notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting in
accordance with the foregoing provisions of this Section 2.04.

         Section 2.05   Waiver of Notice.  Whenever notice is
required by law, the articles of incorporation or these bylaws
to be given to any shareholder, a waiver thereof in writing
signed by the shareholder entitled to such notice, whether
before, at or after the time stated therein, shall be
equivalent to the giving of such notice.  By attending a
meeting, a shareholder (a) waives objection to lack of notice
or defective notice of such meeting unless the shareholder, at
the beginning of the meeting, objects to the holding of the
meeting or the transacting of business at the meeting, and (b)
waives objection to consideration at such meeting of a
particular matter not within the purpose or purposes described
in the notice of such meeting unless the shareholder objects
to considering the matter when it is presented.

         Section 2.06   Closing of Transfer Books or Fixing of
Record Date.  For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of the
shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other proper
purpose, the board of directors may provide that the stock
transfer books shall be closed for any stated period not
exceeding 50days.  In lieu of closing the stock transfer books
the board of directors may fix in advance a date as the record
date for any such determination of shareholders, such date in
any case to be not more than 50 days prior to the date on
which the particular action, requiring such determination of
shareholders, is to be taken.  If the stock transfer books
shall be closed or a record date fixed for the purpose of
determining shareholders entitled to notice of or to vote at a
meeting of the shareholders, such books shall be closed for at
least, or such record shall be fixed not less than, ten days
immediately preceding such meeting (30 days if the authorized
stock is to be increased, 20 days if the sale, lease, exchange
or other disposition of all or substantially all of the
property and assets of the corporation not in the usual and
regular course of business is to be considered).  If the stock
transfer books are not so closed or no record date is so
fixed, the date on which notice of the meeting is mailed or
the date on which the resolution of the board of directors
declaring the dividend is adopted, as the case may be, shall
be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any
meeting of the shareholders has been made as provided in this
Section, such determination shall apply to any adjournment
thereof except where the determination has been made through
the closing of the stock transfer books and the stated period
of the closing has expired.  Notwithstanding the foregoing
provisions of this Section, the record date for determining
shareholders entitled to take action without a meeting as
provided in Section 2.13 below shall be the date specified in
such Section.

         Section 2.07   Voting List.  The officer or agent
having charge of the stock transfer books for shares of the
corporation shall make, at least ten days before each meeting
of the shareholders, a complete record of the shareholders
entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the
number of shares held by each.  For a period of ten days
before such meeting, this record shall be kept on file at the
principal office of the corporation, whether within or outside
Colorado, and shall be subject to inspection by any
shareholder for any purpose germane to the meeting at any time
during usual business hours.  Such record shall also be
produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder for
any purpose germane to the meeting during the whole time of
the meeting.  The original stock transfer books shall be prima
facie evidence as to who are the shareholders entitled to
examine such record or transfer books or to vote at any
meeting of the shareholders.

         Section 2.08   Proxies.  At any meeting of the
shareholders, a shareholder may vote by proxy executed in
writing by the shareholder or his duly authorized attorney-in-
fact.  Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting.  No proxy
shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

         Section 2.09   Quorum and Manner of Acting.  At all
meetings of shareholders, a majority of the outstanding shares
of the corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum, except or otherwise
required by law.  If a quorum is present, the affirmative vote
of a majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the
shareholders, unless the vote of a greater proportion or
number or voting by classes is otherwise required by the laws
of Colorado, the articles of incorporation or these bylaws in
which case the express provision shall govern and control the
decision on the subject matter in question.  In the absence of
a quorum, a majority of the shares so represented may adjourn
the meeting from time to time for a period not to exceed sixty
days at any one adjournment.  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 original meeting.

         Section 2.10   Extraordinary Matters.
Notwithstanding the provisions of Section 2.09, the following
actions shall require the affirmative vote or concurrence of
two-thirds of all of the outstanding shares of the corporation
(or of each class if class voting is required by the laws of
Colorado or the articles of incorporation) entitled to vote
thereon:  (a) adopting an amendment or amendments to the
articles of incorporation, (b) lending money to, guaranteeing
the obligations of or otherwise assisting any of the directors
of the corporation or of any other corporation the majority of
whose voting capital stock is owned by the corporation
provided that no such loans or guaranties to directors shall
be made by the corporation secured by its shares, (c)
authorizing the sale, lease, exchange or other disposition of
all or substantially all of the property and assets of the
corporation, with or without its goodwill, not in the usual
and regular course of business, (d) approving a plan of
merger, consolidation or exchange that is required to be
approved by the shareholders, (e) adopting a resolution
submitted by the board of directors to dissolve the
corporation, and (f) adopting a resolution submitted by the
board of directors to revoke voluntary dissolution
proceedings.

         Section 2.11   Voting of Shares.  Subject to the
provisions of Section 2.06, each outstanding share of record,
regardless of class, is entitled to one vote, and each
outstanding fractional share of record is entitled to a
corresponding fractional vote, on each matter submitted to a
vote of the shareholders either at a meeting thereof or
pursuant to Section 2.13, except to the extent that the voting
rights of the shares of any class or classes or series are
limited or denied by the articles of incorporation as
permitted by the Colorado Corporation Code.  In the election
of directors each record holder of stock entitled to vote at
such election shall have the right to vote the number of
shares owned by him for as many persons as there are directors
to be elected, and for whose election he has the right to
vote.  Cumulative voting shall not be allowed.

         Section 2.12   Voting of Shares by Certain Holders.

              (a)  Shares Held or Controlled by the
Corporation.  Neither treasury shares nor shares held by
another corporation if a majority of the shares entitled to
vote for the election of directors of such other corporation
is held by this corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares
at any given time.

              (b)  Shares Held by Another Corporation.  Shares
standing in the name of another corporation may be voted by
such officer, agent or proxy as the bylaws of such corporation
may prescribe or, in the absence of such provision, as the
board of directors of such corporation may determine.

              (c)  Shares Held by More Than One Person.
Shares standing of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety or otherwise, or if
two or more persons have the same fiduciary relationship
respecting the same shares, voting with respect to the shares
shall have the following effects:  (i) if only one person
votes, his act binds all; (ii) if two or more persons vote,
the act of the majority so voting binds all; (iii) if two or
more persons vote, but the vote is evenly split on any
particular matter, each faction may vote the shares in
question proportionally, or any person voting the shares of a
beneficiary, if any, may apply to any court of competent
jurisdiction in Colorado to appoint an additional person to
act with the persons so voting the shares, in which case the
shares shall be voted as determined by a majority of such
persons; and (iv) if a tenancy is held in unequal interests, a
majority or even split for the purposes of subparagraph (iii)
shall be a majority or even split in interest.  The foregoing
effects of voting shall not be applicable if the secretary of
the corporation is given written notice of alternative voting
provisions and is furnished with a copy of the instrument or
order wherein the alternative voting provisions are stated.

              (d)  Shares Held in Trust or by a Personal
Representative.  Shares held by an administrator, executor,
guardian, conservator or other personal representative may be
voted by him, either in person or by proxy, without a transfer
of such shares into his name.  Shares standing in the name of
a trustee may be voted by him, either in person or by proxy,
but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.

              (e)  Shares Held by a Receiver.  Shares standing
in the name of a receiver may be voted by such receiver and
shares held by or under the control of a receiver may be voted
by such receiver without the transfer thereof into his name if
authority so to do is contained in an appropriate order of the
court by which such receiver was appointed.

              (f)  Pledged Shares.  A shareholder whose shares
are pledged shall be entitled to vote such shares until the
shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so
transferred.

              (g)  Redeemable Shares Called for Redemption.
Redeemable shares that have been called for redemption shall
not be entitled to vote on any matter and shall not be deemed
outstanding shares on and after the date on which written
notice of redemption has been mailed to shareholders and a sum
sufficient to redeem such shares has been deposited with a
bank or trust company with irrevocable instruction and
authority to pay the redemption price to the holders of the
shares upon surrender of certificates therefor.

         Section 2.13   Unanimous Action Without a Meeting.
Any action required or permitted to be taken at a meeting of
the shareholders may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting
forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject
matter thereof.  Such consent (which may be signed in
counterparts) shall have the same force and effect as a
unanimous vote of the shareholders and may be stated as such
in any document.  Unless the consent specifies a different
effective date, action taken without a meeting pursuant to a
consent in writing as provided herein shall be effective when
all shareholders entitled to vote have signed the consent.
The record date for determining shareholders entitled to take
action without a meeting is the date the first shareholder
signs the consent.  All consents signed pursuant to this
Section 2.13 shall be delivered to the secretary of the
corporation for inclusion in the minutes or for filing with
the corporate records.

         Section 2.14  Conduct of Meetings.

              (a)  General.  The chairman of the annual or any
special meeting of the shareholders shall be the chairman of
the board, if there is one, or, if there is not one or in his
absence, the vice-chairman, if there is one, or, if there is
not one or in his absence, the president, if there is only
one, or, if there are co-presidents, then one of the co-
presidents, as designated by a majority of the directors
present, or, in the absence of all co-presidents, then any
person designated by a majority of the directors present,
unless and until a different person is elected by a majority
of the shares entitled to vote at such meeting.

              (b)  Inspectors of Election.  The corporation
shall, in advance of any meeting of shareholders, appoint one
or more inspectors to act at the meeting and make a written
report thereof.  The corporation may designate one or more
persons as alternative inspectors to replace any inspector who
fails to act.  If no inspector or alternative is able to act
at a meeting of shareholders, the person presiding at the
meeting shall appoint one or more inspectors to act at the
meeting.  Each inspector, before entering upon the discharge
of his duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and
according to the best of his ability.

         The inspectors shall (i) ascertain the number of
shares outstanding and the voting power of each, (ii)
determine the shares represented at a meeting and the validity
of proxies and ballots, (iii) count all votes and ballots,
(iv) determine and retain for a reasonable period a
determination by the inspectors, and (v) certify their
determination of the number of shares represented at the
meeting, and their count of all votes and ballots.  The
inspectors may appoint or retain other persons or entities to
assist the inspectors in the performance of the duties of the
inspectors.

         The date and time of the opening and the closing of
the polls for each matter upon which the shareholders will
vote at a meeting shall be announced at the meeting.  No
ballot, proxies or votes, nor any revocations thereof or
changes thereto, shall be accepted by the inspectors after the
closing of the polls unless a court of competent jurisdiction
upon application by a shareholder shall determine otherwise.

         In determining the validity and counting of proxies
and ballots, the inspectors shall be limited to an examination
of the proxies, any envelopes submitted with those proxies,
any information provided in accordance with applicable law,
ballots and the regular books and records of the corporation,
except that the inspectors may consider other reliable
information for the limited purpose of reconciling proxies and
ballots submitted by or on behalf of banks, brokers, their
nominees or similar persons which represent more votes than
the holder of a proxy is authorized by the record owner to
case, or more more votes than the shareholder holds of record.
If the inspectors consider other reliable information for the
limited purpose permitted herein, the inspectors at the time
they make their certification pursuant this section shall
specify the precise information considered by them including
the person or persons from whom they obtained the information,
when the information was obtained, the means by which the
information was obtained and the basis for the inspectors'
belief that such information is accurate and reliable.

              (c)  Rules of Conduct.  Meetings of shareholders
shall be conducted in accordance with the following rules:

                  (i)   The chairman of the meeting shall have
absolute authority over matters of procedure and there shall
be no appeal from the ruling of the chairman.  If the
chairman, in his absolute discretion, deems it advisable to
dispense with the rules of parliamentary procedure as to any
one meeting of shareholders or part thereof, the chairman
shall so state and shall clearly state the rules under which
the meeting or appropriate part thereof shall be conducted.

                 (ii)   If disorder should arise that prevents
continuation of the legitimate business of the meeting, the
chairman may quit the chair and announce the adjournment of
the meeting and upon his so doing the meeting is immediately
adjourned.

                (iii)   The chairman may ask or require that
anyone who is not a bona fide shareholder or proxy leave the
meeting.

         Section 2.15   Nomination of Directors and
Presentation of Business at Shareholder Meetings.

              (a)  General.  Nominations of persons for
election to the board of directors and the proposal of
business to be considered by the shareholders may be made at
an annual meeting of shareholders (i) pursuant to the
corporation's notice of meeting, (ii) by or at the direction
of the board of directors or (iii) by a shareholder who was a
shareholder of record at the time of the giving of notice
provided for in this Section 2.15, who is entitled to vote at
the meeting and who complied with the notice procedures set
forth in this Section 2.15.

              (b)  Annual Meetings.  For nominations or other
business to be properly brought before an annual meeting by a
shareholder pursuant to clause (iii) of paragraph (a) of this
Section 2.15, the shareholder must have given timely notice
thereof in writing to the secretary of the corporation.  To be
timely, a shareholder's notice shall be delivered to the
secretary at the principal executive offices of the
corporation not less than 60 days or more than 90 days prior
to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of
the annual meeting is advanced by more than 30 days or delayed
by more than 60 days from such anniversary date, notice by the
shareholder to be timely must be so delivered not earlier than
the 90th day prior to such annual meeting and not later than
the close of business on the later of (i) the 60th day prior
to such annual meeting or (ii) the 10th day following the day
on which public announcement of the date of such meeting is
first made.

              Such shareholder's notice shall set forth (i) as
to each person whom the shareholder proposes to nominate for
election or re-election as a director all information relating
to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to regulation 14A
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (including such person's written consent to
being named in the proxy statement as a nominee and to serving
as a director if elected); (ii) as to any other business that
the shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the
meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such
shareholder and the beneficial owner, if any, on whose behalf
the proposal is made; (iii) as to the shareholder giving the
notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (1) the name and address of
such shareholder, as they appear on the corporation's books,
and of such beneficial owner, and (2) the class and number of
shares of the corporation that are owned beneficially and of
record by such shareholder and such beneficial owner.
Notwithstanding anything in the second sentence of this
paragraph (b) to the contrary, in the event that the number of
directors to be elected to the board of directors is increased
and there is no public announcement naming all of the nominees
for director or specifying the size of the increased board of
directors made by the corporation at least 70 days prior to
the first anniversary of the preceding year's annual meeting,
a shareholder's notice shall also be considered timely, but
only with respect to nominees for any new positions created by
such increase, if it shall be delivered to the secretary at
the principal executive offices of the corporation not later
than the close of business on the 10th day following the day
on which the public announcement is first made by the
corporation.

              (c)  Special Meetings.  Only such business shall
be conducted at a special meeting of shareholders as shall
have been brought before the meeting pursuant to the
corporation's notice of meeting or as otherwise required by
law.  Nominations of persons for election to the board of
directors may be made at a special meeting of shareholders
with regard to which the board of directors has determined
that directors are to be elected (i) pursuant to the
corporation's notice of meeting; (ii) by or at the direction
of the board of directors or (iii) by any shareholder who is a
shareholder of record at the time of the giving of notice
provided for in this Section 2.15, who shall be entitled to
vote for the election of directors at the meeting and who
complies with the notice procedures set forth in this Section
2.15.  In the event the corporation calls a special meeting of
shareholders for the purpose of electing one or more directors
to the board, any such shareholder may nominate a person or
persons (as the case may be) for election to such position(s)
as specified in the corporation's notice of meeting, if the
shareholder's notice setting forth the information and
complying with the form described in paragraph (b) of this
Section 2.15 shall be delivered to the Secretary at the
principal executive offices of the corporation not earlier
than the 90th day prior to such special meeting and not later
than the close of business on the later of (i) the 60th day
prior to such special meeting or (ii) the 10th day following
the day on which public announcement is first made of the date
of the special meeting and of the nominees proposed by the
board of directors to be elected at such meeting.

              (d)  Procedures.  Only such persons who are
nominated in accordance with the procedure, set forth in this
Section 2.15 shall be eligible to serve as directors and only
such business shall be conducted at a meeting of shareholders
as shall have been brought before the meeting in accordance
with the procedures set forth in this Section 2.15.  The
chairman of the meeting of shareholders shall have the power
and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made in
accordance with the procedures set forth in this Section 2.15
and, if any proposed nomination or business is not in
compliance with this Section 2.15, to declare that such
defective nominations or proposal shall be disregarded.

              (e)  Public Announcement.  For purposes of this
Section 2.15, "public announcement" shall mean disclosure of a
press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a
document publicly filed by the corporation with the Securities
and Exchange Commission pursuant to Sections 13, 14 or 15(d)
of the Exchange Act.

              (f)  Special Procedures.  Notwithstanding the
foregoing provisions of this Section 2.15, (i) if any class or
series of stock has the right, voting separately by class or
series, to elect directors at an annual or special meeting of
shareholders, such directors shall be nominated and elected
pursuant to the terms of such class or series of stock; and
(ii) a shareholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this
Section 2.15.  Nothing in this Section 2.15 shall be deemed to
affect any rights of shareholders to request inclusion of
proposals in the corporation's proxy statement pursuant to
Rule 14a-8 under the Exchange Act.

              (g)  Management Proposals. Nominations of
persons to stand for election at any annual or special meeting
of shareholders may be made at any time prior to the vote
thereon by the board of directors or a committee of the board.
For any new business proposed by management to be properly
brought before the annual meeting of shareholders, such new
business shall be approved by the board of directors, either
directly or through its approval by proxy solicitation
materials related thereto, and shall be stated in writing and
filed with the secretary of the corporation at least five days
before the date of the annual meeting, and all business so
stated, proposed and filed shall be considered at the annual
meeting.

         Section 2.16   Advisory Shareholder Votes.  In order
for the shareholders to adopt or approve any proposal
submitted to them for the purpose of requesting the board of
directors to take specified action, a majority of the
outstanding stock of the corporation entitled to vote thereon
must be voted for the proposal.


                          ARTICLE III

                       Board of Directors

         Section 3.01   General Powers.  The business and
affairs of the corporation shall be managed by its board of
directors, except as otherwise provided in the Colorado
Corporation Code, the articles of incorporation or these
bylaws.

         Section 3.02   Number, Tenure and Qualifications.
The number of directors of the corporation shall be fixed from
time to time by resolution of the board of directors but in no
event fewer than the number required by law.  Except as
provided in Sections 2.01 and 3.05, directors shall be elected
at each annual meeting of the shareholders.  Each director
shall hold office until the annual meeting of the shareholders
at which such director's term expires and thereafter until his
successor shall have been elected and qualified, or until his
earlier death, resignation or removal.  Directors must be at
least eighteen years old but need not be residents of Colorado
or shareholders of the corporation.  The directors shall be
divided into three classes, in accordance with the articles of
incorporation.

         Section 3.03   Resignation.  Any director may resign
at any time by giving written notice to the president or any
co-president or to the board of directors.  A director's
resignation shall take effect at the time specified in the
notice and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it
effective.

         Section 3.04   Removal.  At a meeting of shareholders
called expressly for that purpose, the entire board of
directors or any lesser number may be removed in accordance
with law and the articles of incorporation, by a vote of the
holders of 80 percent of shares then generally entitled to
vote at an election of directors; except that if the holders
of shares of any class of stock are entitled to elect one or
more directors by the provisions of the articles of
incorporation, the provisions of this Section 3.04 shall
apply, with respect to the removal of a director or directors
so elected by such class, to the vote of the holders of the
outstanding shares of that class and not to the vote of the
outstanding shares as a whole.  Any reduction in the
authorized number of directors shall not have the effect of
shortening the term of any incumbent director unless such
director is also removed from office in accordance with this
Section 3.04.

         Section 3.05   Vacancies.  Unless otherwise required
in the articles of incorporation, any vacancy occurring in the
board of directors may be filled by the affirmative vote of a
majority of the remaining directors though less than a quorum,
or by the affirmative vote of two directors if there are only
two directors remaining, or by a sole remaining director, or
by the shareholders if there are no directors remaining.  A
director elected by one or more directors to fill a vacancy
shall, without regard to the class of directors in which the
vacancy occurred, be elected until the next succeeding annual
meeting of shareholders and until his or her successor shall
have been elected and qualified.  Any director elected by
shareholders to fill a vacancy shall be elected for the
balance of the term or the term of other directors of the same
class.

         Section 3.06   Regular Meetings.  A regular meeting
of the board of directors shall be held immediately after and
at the same place as the annual meeting of the shareholders,
or as soon thereafter as conveniently may be, at the time and
place, either within or outside Colorado, determined by the
board, for the purpose of electing officers and for the
transaction of such other business as may come before the
meeting.  Failure to hold such meeting, however, shall not
invalidate any action taken by any officer then or thereafter
in office.  The board of directors may provide, by resolution,
the time and place, either within or outside Colorado, for the
holding of additional regular meetings without other notice
than such resolution.

         Section 3.07   Special Meetings.  Special meetings of
the board of directors may be called by or at the request of
the chairman or any two directors.  The person or persons
authorized to call special meetings of the board of directors
may fix any convenient place, either within or outside
Colorado, as the place for holding any special meeting of the
board called by them.

         Section 3.08   Meetings by Telephone.  Unless
otherwise provided by the articles of incorporation, one or
more members of the board of directors may participate in a
meeting of the board by means of conference telephone or
similar communications equipment by which all persons
participating in the meeting can hear each other at the same
time.  Such participation shall constitute presence in person
at the meeting.

         Section 3.09   Notice of Meetings.  Notice of each
meeting of the board of directors (except those regular
meetings for which notice is not required) stating the place,
day and hour of the meeting shall be given to each director at
least five days prior thereto by the mailing of written notice
by first class, certified or registered mail, or at least two
days prior thereto by personal delivery (including delivery by
private courier) of written notice or by telephone, telegram,
telex, cablegram or other similar method, except that in the
case of a meeting to be held pursuant to Section 3.08 notice
may be given by telephone one day prior thereto.  The method
of notice need not be the same to each director.  Notice shall
be deemed to be given when deposited in the United States
mail, with postage thereon prepaid, addressed to the director
at his business or residence address, when delivered or
communicated to the director or when the telegram, telex,
cablegram or other form of notice is personally delivered to
the director or delivered to the last address of the director
furnished by him to the corporation for such purpose.  Neither
the business to be transacted at nor the purpose of any
meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting unless otherwise
required by statute.

         Section 3.10   Waiver of Notice.  Whenever notice is
required by law, the articles of incorporation or these bylaws
to be given to the directors, a waiver thereof in writing
signed by the director entitled to such notice, whether
before, at or after the time stated therein, shall be
equivalent to the giving of such notice.  By attending or
participating in a meeting, a director waives any required
notice of such meeting unless, at the beginning of the
meeting, he objects to the holding of the meeting or the
transacting of business at the meeting.

         Section 3.11   Presumption of Assent.  A director of
the corporation who is present at a meeting of the board of
directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless
he objects at the beginning of the meeting to the holding of
the meeting or the transacting of business at the meeting,
contemporaneously requests that his dissent to the action
taken be entered in the minutes of such meeting or gives
written notice of his dissent to the presiding officer of such
meeting before its adjournment or to the secretary of the
corporation immediately after adjournment of such meeting.
The right of dissent as to a specific action taken at a
meeting of the board is not available to a director who votes
in favor of such action.

         Section 3.12   Quorum and Manner of Acting.  Except
as otherwise may be required by law, the articles of
incorporation or these bylaws, a majority of the number of
directors fixed in accordance with these bylaws, present in
person, shall constitute a quorum for the transaction of
business at any meeting of the board of directors, and the
vote 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.  If less than a quorum is present at a meeting, a
majority of the directors present may adjourn the meeting from
time to time without further notice other than an announcement
at the meeting, until a quorum shall be present.  No director
may vote or act by proxy or power of attorney at any meeting
of directors.

         Section 3.13   Action Without a Meeting.  Any action
required or permitted to be taken at a meeting of the
directors may be taken without a meeting, without prior notice
and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by all of the directors.
Such consent (which may be signed in counterparts) shall have
the same force and effect as a unanimous vote of the directors
and may be stated as such in any document.  Unless the consent
specifies a different effective date, action taken without a
meeting pursuant to a consent in writing as provided herein is
effective when all directors have signed the consent.  All
consents signed pursuant to this Section 3.13 shall be
delivered to the secretary of the corporation for inclusion in
the minutes or for filing with the corporate records.

         Section 3.14   Authorized Committees.  The board of
directors, by resolution adopted by a majority of the full
board, may designate from among its members an executive
committee and one or more other committees, each of which, to
the extent provided in the resolution establishing such
committee or in these bylaws, shall have and may exercise all
of the authority of the board of directors in the management
of the business and affairs of the corporation, except that no
such committee shall have the power or authority to (a)
declare dividends or distributions, (b) approve, recommend or
submit to the shareholders actions or proposals required by
law to be approved by the shareholders, (c) fill vacancies on
the board of directors or any committee thereof, including any
committee authorized by this Section 3.14, (d) amend the
bylaws, (e) approve a plan of merger not requiring shareholder
approval, (f) reduce earned or capital surplus, (g) authorize
or approve the reacquisition of shares of the corporation,
unless pursuant to a general formula or method specified by
the board of directors, or (h) authorize or approve the
issuance or sale of, or any contract to issue or sell, shares
of the corporation's stock or designate the terms of a series
of a class of shares.

         The delegation of authority to any committee shall
not operate to relieve the board of directors or any member of
the board from any responsibility imposed by law.  Subject to
the foregoing, the board of directors may provide such powers,
limitations and procedures for such committees as the board
deems advisable.  To the extent the board of directors or such
committee does not establish other procedures, each committee
shall be governed by the procedures set forth in Sections 3.06
(except as they relate to an annual meeting) and 3.07 through
3.13 as if the committee were the board of directors.  Each
committee shall keep regular minutes of its meetings, which
shall be reported to the board of directors when required and
submitted to the secretary of the corporation for inclusion in
the corporate records.

         Section 3.15   Executive Committee.  The board of
directors at the annual or any regular or special meeting of
the directors shall, by resolution adopted by a majority of
the whole board, designate and elect three or more directors
to constitute an Executive Committee and appoint one of the
designees as the chairman of the Executive Committee.  Subject
to applicable law and these bylaws, the Executive Committee
during intervals between the meetings of the board shall
exercise all powers and have all authority of the board of
directors.

         The Executive Committee shall keep a record of its
acts and proceedings, which shall form a part of the records
of the corporation in the custody of the secretary, and all
actions of the Executive Committee shall be reported to the
board of directors at the next meeting of the board.  The
minute books of the Executive Committee shall at all times be
open to the inspection of any director.

         Section 3.16   Audit Committee.

              (a)  Membership.  The board of directors at the
annual or any regular or special meeting of the directors
shall, by resolution adopted by a majority of the whole Board,
designate and elect three or more directors to constitute an
Audit Committee and appoint one of the directors so designated
as the chairman of the Audit Committee.  A majority of the
members on the Audit Committee shall be directors who are not
officers or employees of the corporation and are free from any
relationship that, in the opinion of the board of directors,
would interfere with the exercise of independent judgment as a
member of the committee.  Vacancies in the committee may be
filled by the board of directors at any meeting thereof.  Each
member of the committee shall hold office until his successor
has been duly elected, or until his death, resignation or
removal from the Audit Committee by the board of directors, or
until he otherwise ceases to be a director.  Any member of the
Audit Committee may be removed from the committee by
resolution adopted by a majority of the whole board of
directors whenever in its judgment (1) that person is no
longer an independent director or free from any relationship
with the corporation or any of its officers prohibited by this
section, or (2) the best interests of the corporation would be
served thereby.  The compensation, if any, of members of the
committee shall be established by resolution of the board of
directors.

              (b)  Responsibilities.  The Audit Committee
shall be responsible for recommending to the board of
directors the appointment or discharge of independent
auditors; reviewing with the management and the independent
auditors the terms of engagement of independent auditors,
including the fees, scope and timing of the audit and any
other services rendered by the independent auditors; reviewing
with the independent auditors and management the corporation's
policies and procedures with respect to internal auditing,
accounting and financial controls; reviewing with the
management, the independent auditors and the internal
auditors, the corporation's financial statements, audit
results and reports and the recommendations made by any of the
auditors with respect to changes in accounting procedures and
internal controls; reviewing the results of studies of the
corporation's system of internal accounting controls;
performing any other duties or functions required by any
organization under which the securities of the Company may be
listed; and performing such other duties deemed appropriate by
the board of directors.  The committee shall have the powers
and rights necessary or desirable to fulfill these
responsibilities, including the power and right to consult
with legal counsel and to rely upon the opinion of legal
counsel.  The Audit Committee is authorized to communicate
directly with the corporation's financial officers and
employees, internal auditors and independent auditors as it
deems desirable and to have the internal auditors or
independent auditors perform any additional procedures as it
deems appropriate.

              (c)  Minutes.  The Audit Committee shall keep a
record of its acts and proceedings, which shall form a part of
the records of the corporation in the custody of the
secretary, and all actions of the Audit Committee shall be
reported to the board of directors at the next meeting of the
Board.  The minute books of the Audit Committee shall at all
times be open to the inspection of any director.

              (d)  Quorum.  The Audit Committee shall meet at
the call of its chairman or of any two members of the
committee.  A majority of the Audit 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 constitute the act of the committee.

         Section 3.17.  Compensation Committee.

              (a)  Members.  The board of directors at the
annual or any regular or special meeting shall, by resolution
adopted by a majority of the whole Board, designate and elect
three or more directors to constitute a Compensation Committee
and appoint one of the directors so designated as the chairman
of the Compensation Committee.  Membership on the Compensation
Committee shall be restricted to disinterested persons which
for this purpose shall mean any director who, during the time
he is a member of the Compensation Committee is not eligible,
and has not at any time within one year prior thereto been
eligible, for selection to participate (other than in a manner
as to which the Compensation Committee has no discretion) in
any of the compensation plans administered by the Compensation
Committee.  Vacancies in the committee may be filled by the
board of directors at any meeting.  Each member of the
committee shall hold office until his successor has been duly
elected, or until his death, resignation or removal from the
Compensation Committee by the board of directors, or until he
otherwise ceases to be a director or a disinterested person.
Any member of the Compensation Committee may be removed by
resolution adopted by a majority of the whole board of
directors whenever (1) that person is no longer a
disinterested person or (2) in the judgment of the board the
best interests of the corporation would be served thereby.
The compensation, if any, of members of the committee shall be
established by resolution of the board of directors.

              (b)  Responsibilities.  The Compensation
Committee shall, from time to time, recommend to the board of
directors the compensation and benefits of the executive
officers of the corporation.  The Compensation Committee shall
have the power and authority vested in it by any benefit plan
of the corporation.

              (c)  Minutes.  The Compensation Committee shall
keep a record of its acts and proceedings, which shall form a
part of the records of the corporation in the custody of the
secretary, and all actions of the Compensation Committee shall
be reported to the board of directors at the next meeting of
the Board.  The minute books of the Compensation Committee
shall at all times be open to the inspection of any directors.

              (d)  Quorum.  The Compensation Committee shall
meet at the call of the chairman of the Compensation Committee
or of any two members of the committee.  A majority of the
Compensation 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 committee.

          Section 3.18   Directors' Committee.

          (a)  Membership.  The board of directors at the
annual or any regular or special meeting of the directors
shall, by resolution adopted by a majority of the whole Board,
designate and elect two or more directors to constitute a
Directors' Committee and appoint one of the directors so
designated as the chairman of the Directors' Committee.
Vacancies in the committee may be filled by the board of
directors at any meeting thereof.  Each member of the
committee shall hold office until his successor has been duly
elected, or until his death, resignation or removal from the
Directors' Committee by the board of directors, or until he
otherwise ceases to be a director.  Any member of the
Directors' Committee may be removed from the committee by
resolution adopted by a majority of the whole board of
directors whenever in its judgment the best interests of the
corporation would be served thereby.  The compensation, if
any, of the members of the committee shall be established by
resolution of the board of directors.

          (b)  Responsibilities.  The Directors' Committee
shall be responsible for recommending to the board of
directors nomination of new board members and the
compensation, including ownership amounts of the corporation's
common stock, of the members of the board of directors.  The
Directors' Committee shall be responsible for orientation of
new board members and evaluation of performance of the board
of directors.

          (c)  Minutes.  The Directors' Committee shall keep a
record of its acts and proceedings, which shall form a part of
the records of the corporation in the custody of the
secretary, and all actions of the Directors' Committee shall
be reported to the board of directors at the next meeting of
the Board.  The minute books of the Directors' Committee shall
at all times be open to the inspection of any directors.

          (d)  Quorum.  The Directors' Committee shall meet at
the call of the chairman of the Directors' Committee or of any
two members of the committee.  A majority of the Directors'
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
committee.


         Section 3.19   Compensation.  By resolution of the
board of directors, notwithstanding any personal interest of a
director in such action, the board shall determine and fix the
compensation, if any, and the reimbursement of expenses which
sall be allowed and paid to the directors.  A director may be
reimbursed for the expenses of performing his duties,
including attendance at each meeting of the board of directors
and each meeting of any committee of the board of which he is
a member and may be paid a fixed sum for attendance at each
such meeting or a stated fee, or both a fixed sum and a stated
fee.  No such payment shall preclude any director from serving
the corporation in any other capacity and receiving
compensation therefor.

         Section 3.20   Organization.  The board of directors
shall elect a chairman of the board from among its members,
who may also be designated by the board as an officer of the
corporation.  The board may also elect one or more vice-
chairmen from among its members to perform the duties of the
chairman in his absence and such other duties as the board may
assign.  At each meeting of the board of directors, the
chairman, or in his absence, a vice-chairman chosen by a
majority of the directors present, or in the absence of any
vice-chairman, a director chosen by a majority of the
directors present shall act as chairman of the meeting.  The
secretary, or in his absence, the assistant secretary, if
there is one, or if there is not one or in his absence, the
person whom the chairman of the meeting shall appoint, shall
act as secretary of the meeting and keep the minutes thereof.

          Section 3.21   Director Emeritus.  The board of
directors at any regular or special meeting may, by resolution
adopted by a majority of the whole Board, designate a retired
director as Director Emeritus.  A Director Emeritus shall be a
director for all purposes except that he will not vote or be
counted for quorum purposes.  Compensation for a Director
Emeritus shall be the same as disinterested directors,
including the reimbursement of expenses for the performance of
his duties.



                          ARTICLE IV

                           Officers

         Section 4.01   Number and Qualifications.  The
officers of the corporation shall consist of a president or co-
presidents, a secretary, a treasurer and such other officers,
including a general counsel, one or more vice-presidents and a
controller, as may from time to time be elected or appointed
by the board.  Unless specifically designated, the chairman of
the board shall not be an officer of the corporation.  In
addition, the board of directors, the president or any co-
president may elect or appoint such assistant and other
subordinate officers, including assistant vice presidents,
assistant secretaries and assistant treasurers, as it or he
shall deem necessary or appropriate.  Any number of offices
may be held by the same person, except that no person may
simultaneously hold the offices of president or co-president
and secretary.  All officers must be at least eighteen years
old.

         Section 4.02   Election and Term of Office.  Except
as provided in Sections 4.01 and 4.06, the officers of the
corporation shall be elected by the board of directors
annually at the first meeting of the board held after each
annual meeting of the shareholders as provided in Section
3.06.  If the election of officers shall not be held as
provided herein, such election shall be held as soon
thereafter as conveniently may be.  Each officer shall hold
office until his successor shall have been duly elected and
shall have qualified, or until the expiration of his term in
office if elected or appointed for a specified period of time,
or until his earlier death, resignation or removal.

         Section 4.03   Compensation.  Executive officers
shall receive such compensation for their services as shall be
recommended by the Compensation Committee and authorized or
ratified by the board of directors.  The salaries and fees of
the other officers of the corporation shall be fixed from time
to time by the board of directors.  No officer shall be
prevented from receiving compensation by reason of the fact
that he is also a director of the corporation.  Election or
appointment as an officer shall not of itself create a
contract or other right to compensation for services performed
as such officer.

         Section 4.04   Resignation.  Any officer may resign
at any time, subject to any rights or obligations under any
existing contracts between the officer and the corporation, by
giving written notice to the president or to the board of
directors.  An officer's resignation shall take effect at the
time specified in such notice, and unless otherwise specified
therein, the acceptance of such resignation shall not be
necessary to make it effective.

         Section 4.05   Removal.  Any officer may be removed
at any time by the board of directors, or, in the case of
assistant and other subordinate officers, by the board of
directors or the president or any co-president (whether or not
such officer was appointed by the president) whenever in its
or his judgment, as the case may be, 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
shall not in itself create contract rights.

         Section 4.06   Vacancies.  A vacancy in any office,
however occurring, may be filled by the board of directors,
or, if such office may be filled by the president as provided
in Section 4.01, by the president, for the unexpired portion
of the term.

         Section 4.07   Authority and Duties.  The officers of
the corporation shall have the authority and shall exercise
the powers and perform the duties specified below and as may
be additionally specified by the president, any co-president,
the board of directors or these bylaws (and in all cases where
the duties of any officer are not prescribed by the bylaws or
by the board of directors, such officer shall follow the
orders and instructions of the president or any co-president),
except that in any event each officer shall exercise such
powers and perform such duties as may be required by law.

              (a)  Office of the President, President, Co-
Presidents.  The board of directors may from time to time
designate either a president or two or more co-presidents of
the corporation.  Two or more co-presidents shall constitute
and be members of the Office of the President of the
corporation.

         The president or the Office of the President shall,
subject to the direction and supervision of the board of
directors, be or constitute the principal executive officer of
the corporation, shall have general and active control and
charge of the property, business and affairs of the
corporation and shall have general supervision of the
corporation's officers, agents and employees.  The president
or the Office of the President shall see that all orders and
resolutions of the board are carried out and shall perform all
other duties incident to the office and such other duties as
may from time to time be assigned by the board of directors.

         Members of the Office of the President shall confer
regularly in carrying out their duties as co-presidents and
shall divide the responsibilities of the Office of the
President and establish procedures for decision making as they
may agree, subject always to the general supervision of the
board of directors.  Any authority, power or duty assigned by
these bylaws or by the board or the Executive Committee to the
president or the Office of the President may be exercised or
performed by any co-president and the act of any one of them
shall constitute the act of the Office of the President.

         The president or any co-president may sign any and
all documents, mortgages, bonds, contracts, leases, deeds or
other instruments in the ordinary course of business with or
without the signature of a second corporate officer, may sign
certificates for shares of the corporation with the secretary
or assistant secretary of the corporation, and may sign any
documents which the board of directors has authorized to be
executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors
or by these bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise
signed or executed.  One member of the Office of the President
shall be designated from time to time as "president" for
purposes of carrying out duties required by Colorado or other
applicable law to be performed by the "president" of the
corporation.

              (b)  Vice-Presidents.  The vice-president, if
any (or if there is more than one then each vice-president),
shall assist the president and shall perform such duties as
may be assigned to him by the president, or co-president or by
the board of directors.  The vice-president, if there is one
(or if there is more than one then the vice-president
designated by the board of directors, or if there be no such
designation then the vice-presidents in order of their
election), shall, at the request of the president or co-
president, or in his absence or inability or refusal to act,
perform the duties of the president and when so acting shall
have all the powers of and be subject to all the restrictions
upon the president.  Assistant vice-presidents, if any, shall
have such powers and perform such duties as may be assigned to
them by the president or by the board of directors.

              (c)  Secretary.  The secretary shall:  (i) keep
the minutes of the proceedings of the shareholders, the board
of directors and any committees of the board; (ii) see that
all notices are duly given in accordance with the provisions
of these bylaws or as required by law; (iii) be custodian of
the corporate records and of the seal of the corporation; (iv)
keep at the corporation's registered office or principal place
of business within or outside Colorado a record containing the
names and addresses of all shareholders and the number and
class of shares held by each, unless such a record shall be
kept at the office of the corporation's transfer agent or
registrar; (v) have general charge of the stock books of the
corporation, unless the corporation has a transfer agent; and
(vi) in general, perform all duties incident to the office of
secretary and such other duties as from time to time may be
assigned to him by the president or by the board of directors.
Assistant secretaries, if any, shall have the same duties and
powers, subject to supervision by the secretary.

              (d)  Treasurer.  The treasurer shall:  (i) have
the care and custody of all its funds, securities, evidences
of indebtedness and other personal property and deposit the
same in accordance with the instructions of the board of
directors; (ii) receive and give receipts and acquittances for
moneys paid in on account of the corporation, and pay out of
the funds on hand all bills, payrolls and other just debts of
the corporation of whatever nature upon maturity; (iii) unless
there is a controller, be the principal accounting officer of
the corporation and as such prescribe and maintain the methods
and systems of accounting to be followed, keep complete books
and records of account, prepare and file all local, state and
federal tax returns, prescribe and maintain an adequate system
of internal audit and prepare and furnish to the president and
the board of directors statements of account showing the
financial position of the corporation and the results of its
operations; (iv) upon request of the board, make such reports
to it as may be required at any time; and (v) perform all
other duties incident to the office of treasurer and such
other duties as from time to time may be assigned to him by
the board of directors or the president.  Assistant
treasurers, if any, shall have the same powers and duties,
subject to the supervision by the treasurer.

              (e)  Other Officers, Designations.  Any officer
who is elected or appointed from time to time by the board of
directors and whose duties are not specified in these bylaws
shall perform the duties and have the powers or may be
prescribed from time to time by the board or any co-president.
The board may designate a principal financial officer of the
corporation and such other designation as the board, in its
discretion, deems appropriate.

         Section 4.08   Surety Bonds.  The board of directors
may require any officer or agent of the corporation to execute
to the corporation a bond in such sums and with such sureties
as shall be satisfactory to the board, conditioned upon the
faithful performance of his duties and for the restoration to
the corporation of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the corporation.


                           ARTICLE V

                             Stock

         Section 5.01   Issuance of Shares.  The issuance or
sale by the corporation of any shares of its authorized
capital stock of any class, including treasury shares, shall
be made only upon authorization by the board of directors,
except as otherwise may be provided by law.  No shares shall
be issued until full consideration has been received therefor.
Every issuance of shares shall be recorded on the books
maintained for such purpose by or on behalf of the
corporation.

         Section 5.02   Stock Certificates; Uncertificated
Shares.  The shares of stock of the corporation shall be
represented by certificates, except that the board of
directors may authorize the issuance of any class or series of
stock of the corporation without certificates as provided by
law.  If shares are represented by certificates, such
certificates shall be signed in the name of the corporation by
the chairman or vice-chairman of the board of directors or by
the president or a vice-president and by the treasurer or an
assistant treasurer or by the secretary or an assistant
secretary and sealed with the seal of the corporation or with
a facsimile thereof.  The signatures of the corporation's
officers on any certificate may also be facsimiles if the
certificate is countersigned by a transfer agent or registered
by a registrar.  In case any officer who has signed or whose
facsimile signature has been placed upon such certificate
shall have ceased to be such officer before such certificate
is issued, it may be issued by the corporation with the same
effect as if he were such officer at the date of its issue.
Certificates of stock shall be in such form consistent with
law as shall be prescribed or authorized by the board of
directors.

         Section 5.03   Consideration for Shares.  Shares
shall be issued for such consideration expressed in dollars
(but not less than the par value thereof) as shall be fixed
from time to time by the board of directors.  Treasury shares
shall be disposed of for such consideration expressed in
dollars as may be fixed from time to time by the board.  Such
consideration may consist, in whole or in part, of money,
other property, tangible or intangible, or labor or services
actually performed for the corporation, but neither the
promissory note of a subscriber or direct purchaser of shares
from the corporation, nor the unsecured or nonnegotiable
promissory note of any other person, nor future services shall
constitute payment or part payment for shares.

         Section 5.04   Lost Certificates.  In case of the
alleged loss, destruction or mutilation of a certificate of
stock the board of directors may direct the issuance of a new
certificate in lieu thereof upon such terms and conditions in
conformity with law as it may prescribe.  The board of
directors may in its discretion require a bond in such form
and amount and with such surety as it may determine before
issuing a new certificate.

         Section 5.05   Transfer of Shares.  Upon presentation
and surrender to the corporation or to the corporation's
transfer agent of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment or
authority to transfer, payment of all transfer taxes, if any,
and the satisfaction of any other requirements of law,
including inquiry into and discharge of any adverse claims of
which the corporation has notice, the corporation or the
transfer agent shall issue a new certificate to the person
entitled thereto, cancel the old certificate and record the
transfer on the books maintained for such purpose by or on
behalf of the corporation.  No transfer of shares shall be
effective until it has been entered on such books.  The
corporation or the corporation's transfer agent may require a
signature guaranty or other reasonable evidence that any
signature is genuine and effective before making any transfer.
Transfers of uncertificated shares shall be made in accordance
with applicable provisions of law.

         Section 5.06   Holders of Record.  The corporation
shall be entitled to treat the holder of record of any share
of stock as the holder in fact thereof, and accordingly shall
not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person whether
or not it shall have express or other notice thereof, except
as may be required by the laws of Colorado.

         Section 5.07   Shares Held for Account of Another.
The board of directors, in the manner provided by the Colorado
Corporation Code, may adopt 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.  Upon receipt by the corporation of a
certification complying with such procedure, the persons
specified in the certification shall be deemed, for the
purpose or purposes set forth therein, to be the holders of
record of the number of shares specified in place of the
shareholder making the certification.

         Section 5.08   Transfer Agents, Registrars and Paying
Agents.  The board of directors may at its discretion appoint
one or more transfer agents, registrars or agents for making
payment upon any class of stock, bond, debenture or other
security of the corporation.  Such agents and registrars may
be located either within or outside Colorado.  They shall have
such rights and duties and shall be entitled to such
compensation as may be agreed.


                          ARTICLE VI

                        Indemnification

         Section 6.01   Definitions.  For purposes of this
Article, the following terms shall have the meanings set forth
below:

              (a)  Code.  The term "Code" means the Colorado
Corporation Code as it exists on the date of the adoption of
this Article and as it may hereafter be amended from time to
time, but in the case of any amendment, only to the extent
that the amendment permits the corporation to provide broader
indemnification rights than the Colorado Corporation Code
permitted the corporation to provide at the date of the
adoption of this Article and prior to the amendment.

              (b)  Corporation.  The term "corporation" means
the corporation and, in addition to the resulting or surviving
corporation, any domestic or foreign predecessor entity of the
corporation in a merger, consolidation or other transaction in
which the predecessor's existence ceased upon consummation of
the transaction.

              (c)  Expenses.  The term "expenses" means the
actual and reasonable expenses (including but not limited to
expenses of investigation and preparation and fees and
disbursements of counsel, accountants or other experts)
incurred by a party in connection with a proceeding.

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

              (e)  Party.  The term "party" means any
individual who was, is, or is threatened to be made, a named
defendant or respondent in a proceeding by reason of the fact
that he is or was a director, officer or employee of the
corporation and any individual who, while a director, officer
or employee of the corporation is or was serving at the
request of the corporation as a director, officer, partner,
trustee, employee, fiduciary or agent of any other foreign or
domestic corporation or of any partnership, joint venture,
trust, other enterprise or employee benefit plan.  A party
shall be considered to be serving an employee benefit plan at
the corporation's request if his duties to the corporation
also impose duties on or otherwise involve services by him to
the plan or to participants in or beneficiaries of the plan.

              (f)  Proceeding.  The term "proceeding" means
any threatened, pending or completed action, suit or
proceeding, or any appeal therein, whether civil, criminal,
administrative, arbitrative or investigative (including an
action by or in the right of the corporation), and whether
formal or informal.

         Section 6.02   Right to Indemnification.  The
corporation shall indemnify any party to a proceeding against
liability incurred in, relating to or as a result of the
proceeding to the fullest extent permitted by law (including
without limitation in circumstances in which, in the absence
of this Section 6.02, indemnification would be (a)
discretionary under the Code or (b) limited or subject to
particular standards of conduct under the Code).

         Section 6.03   Advancement of Expenses.  In the event
of any proceeding in which a party is involved or which may
give rise to a right of indemnification under this Article,
following written request to the corporation by the party, the
corporation shall pay to the party, to the fullest extent
permitted by law (including without limitation in
circumstances in which, in the absence of this Section 6.02,
advancement of expenses would be (a) discretionary under the
Code or (b) limited or subject to particular standards of
conduct under the Code), amounts to cover expenses incurred by
the party in, relating to or as a result of such proceeding in
advance of its final disposition.

         Section 6.04   Burden of Proof.  If under applicable
law the entitlement of a party to be indemnified or advanced
expenses hereunder depends upon whether a standard of conduct
has been met, the burden of proof of establishing that the
party did not act in accordance with such standard shall rest
with the corporation.  A party shall be presumed to have acted
in accordance with such standard and to be entitled to
indemnification or the advancement of expenses (as the case
may be) unless, based upon a preponderance of the evidence, it
shall be determined that the party has not met such standard.
Such determination and any evaluation as to the reasonableness
of amounts claimed by a party shall be made by the board of
directors of the corporation or such other body or persons as
may be permitted by the Code.  Subject to any express
limitation of the Code, if so requested by the party, such
determination and evaluation as to the reasonableness of the
amounts claimed by the party shall be made by independent
counsel who is selected by the party and approved by the
corporation (which approval shall not be unreasonably
withheld).  For purposes of this Article, unless otherwise
expressly stated, the termination of any proceeding by
judgment, order, settlement (whether with or without court
approval) or conviction, or upon a plea of nolo contendere or
its equivalent, shall not create a presumption that a party
did not meet any particular standard of conduct or have any
particular belief or that a court has determined that
indemnification is not permitted by applicable law.

         Section 6.05   Notification and Defense of Claim.
Promptly after receipt by a party of notice of the
commencement of any proceeding, the party shall, if a claim in
respect thereof is to be made against the corporation under
this Article, notify the corporation in writing of the
commencement thereof; provided, however, that delay in so
notifying the corporation shall not constitute a waiver or
release by the party of any rights under this Article.  With
respect to any such proceeding:  (a) the corporation shall be
entitled to participate therein at its own expense; (b) any
counsel representing the party to be indemnified in connection
with the defense or settlement thereof shall be counsel
mutually agreeable to the party and to the corporation; and
(c) the corporation shall have the right, at its option, to
assume and control the defense or settlement thereof, with
counsel satisfactory to the party.  If the corporation assumes
the defense of the proceeding, the party shall have the right
to employ its own counsel, but the fees and expenses of such
counsel incurred after notice from the corporation of its
assumption of the defense of such proceeding shall be at the
expense of the party unless (i) the employment of such counsel
has been specifically authorized by the corporation, (ii) the
party shall have reasonably concluded that there may be a
conflict of interest between the corporation and the party in
the conduct of the defense of such proceeding, or (iii) the
corporation shall not in fact have employed counsel to assume
the defense of such proceeding.  Notwithstanding the
foregoing, if an insurance carrier has supplied directors' and
officers' liability insurance covering a proceeding and is
entitled to retain counsel for the defense of such proceeding,
then the insurance carrier shall retain counsel to conduct the
defense of such proceeding unless the party and the
corporation concur in writing that the insurance carrier's
doing so is undesirable.  The corporation shall not be liable
under this Article for any amounts paid in settlement of any
proceeding effected without its written consent.  The
corporation shall not settle any proceeding in any manner that
would impose any penalty or limitation on a party without the
party's written consent.  Consent to a proposed settlement of
any proceeding shall not be unreasonably withheld by either
the corporation or the party.

         Section 6.06   Enforcement.  The right to
indemnification and advancement of expenses granted by this
Article shall be enforceable in any court of competent
jurisdiction if the corporation denies the claim, in whole or
in part, or if no disposition of such claim is made within 90
days after the written request for indemnification or
advancement of expenses is received.  If successful in whole
or in part in such suit, the party's expenses incurred in
bringing and prosecuting such claim shall also be paid by the
corporation.  Whether or not the party has met any applicable
standard of conduct, the court in such suit may order
indemnification or the advancement of expenses as the court
deems proper (subject to any express limitation of the Code).
Further, the corporation shall indemnify a party from and
against any and all expenses and, if requested by the party,
shall (within ten business days of such request) advance such
expenses to the party, which are incurred by the party in
connection with any claim asserted against or suit brought by
the party for recovery under any directors' and officers'
liability insurance policies maintained by the corporation,
regardless of whether the party is unsuccessful in whole or in
part in such claim or suit.

         Section 6.07   Proceedings by a Party.  The
corporation shall indemnify or advance expenses to a party in
connection with any proceeding (or part thereof) initiated by
the party only if such proceeding (or part thereof) was
authorized by the board of directors of the corporation.

         Section 6.08   Subrogation.  In the event of any
payment under this Article, the corporation shall be
subrogated to the extent of such payment to all of the rights
of recovery of the indemnified party, who shall execute all
papers and do everything that may be necessary to assure such
rights of subrogation to the corporation.

         Section 6.09   Other Payments.  The corporation shall
not be liable under this Article to make any payment in
connection with any proceeding against or involving a party to
the extent the party has otherwise actually received payment
(under any insurance policy, agreement or otherwise) of the
amounts otherwise indemnifiable hereunder.  A party shall
repay to the corporation the amount of any payment the
corporation makes to the party under this Article in
connection with any proceeding against or involving the party,
to the extent the party has otherwise actually received
payment (under any insurance policy, agreement or otherwise)
of such amount.

         Section 6.10   Insurance.  So long as any party who
is or was an officer or director of the corporation may be
subject to any possible proceeding by reason of the fact that
he is or was an officer or director of the corporation (or is
or was serving in any one or more of the other capacities
covered by this Article during his tenure as officer or
director), if the corporation maintains an insurance policy or
policies providing directors' and officers' liability
insurance, such officer or director shall be covered by such
policy or policies in accordance with its or their terms to
the maximum extent of the coverage applicable to any then
current officer or director of the corporation, or the
corporation shall purchase and maintain in effect for the
benefit of such officer or director one or more valid, binding
and enforceable policy or policies of directors' and officers'
liability insurance providing, in all respects, coverage at
least comparable to that provided to any then current officer
or director at the corporation.

         Section 6.11   Other Rights and Remedies.  The rights
to indemnification and advancement of expenses provided in
this Article shall be in addition to any other rights to which
a party may have or hereafter acquire under any law, provision
of the articles of incorporation, any other or further
provision of these bylaws, vote of the shareholders or
directors, agreement or otherwise.  The corporation shall have
the right, but shall not be obligated, to indemnify or advance
expenses to any agent of the corporation not otherwise covered
by this Article in accordance with and to the fullest extent
permitted by the Code.

         Section 6.12   Applicability; Effect.  The rights to
indemnification and advancement of expenses provided in this
Article shall be applicable to acts or omissions that occurred
prior to the adoption of this Article, shall continue as to
any party during the period such party serves in any one or
more of the capacities covered by this Article, shall continue
thereafter so long as the party may be subject to any possible
proceeding by reason of the fact that he served in any one or
more of the capacities covered by this Article, and shall
inure to the benefit of the estate and personal
representatives of each such person.  Any repeal or
modification of this Article or of any Section or provision
hereof shall not affect any rights or obligations then
existing.  All rights to indemnification under this Article
shall be deemed to be provided by a contract between the
corporation and each party covered hereby.

         Section 6.13   Severability.  If any provision of
this Article shall be held to be invalid, illegal or
unenforceable for any reason whatsoever (a) the validity,
legality and enforceability of the remaining provisions of
this Article (including without limitation, all portions of
any Sections of this Article containing any such provision
held to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or unenforceable) shall not in any
way be affected or impaired thereby, and (b) to the fullest
extent possible, the provisions of this Article (including,
without limitation, all portions of any Section of this
Article containing any such provision held to be invalid,
illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall be construed so as to give
effect to the intent of this Article that each party covered
hereby is entitled to the fullest protection permitted by law.

                          ARTICLE VII

                           Dividends

         The board of directors may, from time to time,
declare and the corporation may pay dividends on its
outstanding shares in the manner, and upon the terms and
conditions provided by law and its articles of incorporation.


                         ARTICLE VIII

                     Conflicts of Interest

         Section 8.01   Financial Interest.  No contract or
transaction between the corporation and one or more of its
directors or officers or between the corporation and any other
corporation, partnership, association or other organization in
which one or more of its directors or officers are directors
or officers or have a financial interest shall be void or
voidable solely for that reason; or solely because the
director or officer is present at or participates in the
meeting of the board or committee thereof which authorizes,
approves or ratifies the contract or transaction; or solely
because his or their votes are counted for such purpose, if:

              (a)  The material facts as to his relationship
or interest and as to the contract or transaction are
disclosed or are known to the board of directors or the
committee, and the board or committee in good faith
authorizes, approves or ratifies the contract or transaction
by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors are less
than a quorum; or

              (b)  The material facts as to his relationship
or interest and as to the contract or transaction are
disclosed, or are known to the shareholders entitled to vote
thereon, and the contract or transaction is specifically
authorized, approved or ratified in good faith by vote of the
shareholders; or

              (c)  The contract or transaction was fair as to
the corporation.

         Section 8.02   Interested Directors.  Common or
interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or
of a committee which authorizes, approves or ratifies the
contract or transaction.


                          ARTICLE IX

             Contracts, Loans, Checks and Deposits

         Section 9.01   Contracts.  The board of directors may
authorize any officer or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

         Section 9.02   Loans.  No loans shall be contracted
on behalf of the corporation and no evidence of indebtedness
shall be issued in its name unless authorized by the board of
directors.  Such authority may be general or confined to
specific instances.

         Section 9.03   Checks, Drafts, etc.  All checks,
drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the
corporation, shall be signed by such officers, agent or agents
of the corporation and in such manner as shall from time to
time be determined by the board of directors.

         Section 9.04   Deposits.  All funds of the
corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks,
trust companies or other depositories as the board of
directors may select.


                           ARTICLE X

                         Miscellaneous

         Section 10.01  Voting of Securities by the
Corporation.  Unless otherwise provided by resolution of the
board of directors, on behalf of the corporation the president
or any co-president shall attend in person or by substitute
appointed by him, or shall execute written instruments
appointing a proxy or proxies to represent the corporation at,
all meetings of the shareholders of any other corporation,
association or other entity in which the corporation holds any
stock or other securities, and may execute written waivers of
notice with respect to any such meetings.  At all such
meetings and otherwise, the president or any vice-president,
in person or by substitute or proxy as aforesaid, may vote the
stock or other securities so held by the corporation and may
execute written consents and any other instruments with
respect to such stock or securities and may exercise any and
all rights and powers incident to the ownership of said stock
or securities, subject, however, to the instructions, if any,
of the board of directors.

         Section 10.02  Seal.  The corporate seal of the
corporation shall be in such form as authorized or adopted by
the board of directors, and any officer of the corporation
may, when and as required, affix or impress the seal, or a
facsimile thereof, to or on any instrument or document of the
corporation.

         Section 10.03  Fiscal Year.  The fiscal year of the
corporation shall be as established by the board of directors.

         Section 10.04  Gender.  As used herein, pronouns in
the masculine gender include the feminine and, where
applicable, the neuter.

         Section 10.05  Amendments.  The board of directors
shall have the power to adopt, alter, amend or repeal the
bylaws of the corporation by vote of not less than a majority
of the directors then in office.  The holders of shares of
capital stock of the corporation entitled at the time to vote
for the election of directors shall, to the extent such power
is at the time conferred on them by applicable law, also have
the power to adopt, alter, amend or repeal the bylaws of the
corporation provided, that any proposal by a shareholder to
adopt, alter, amend or repeal the bylaws shall require for
adoption the affirmative vote of the holders of at least 80
percent of the outstanding shares of stock generally entitled
to vote in the election of directors, voting together as a
single class.

                             (END)