EXHIBIT 3.2









                             BYLAWS

                               OF

           GRAPHIC PACKAGING INTERNATIONAL CORPORATION


             (As amended and restated May 12, 2000)
























                         INDEX TO BYLAWS
                               OF
           GRAPHIC PACKAGING INTERNATIONAL CORPORATION


                                                        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.                       1
    Section 2.03   Place of Meetings                       2
    Section 2.04   Notice of Meetings.........             3
    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                                 4
    Section 2.09   Quorum and Manner of Acting             4
    Section 2.10   Extraordinary Matters......             5
    Section 2.11   Voting of Shares.                       5
    Section 2.12   Voting of Shares by Certain Holders..   5
    Section 2.13   Unanimous Action Without a Meeting...   7
    Section 2.14   Conduct of Meetings                     7
    Section 2.15   Nomination of Directors and
                   Presentation of Business at
                   Shareholder Meetings                    9
    Section 2.16   Advisory Shareholder Votes             11

ARTICLE III - Board of Directors

    Section 3.01   General Powers...                      11
    Section 3.02   Number, Tenure and Qualifications....  11
    Section 3.03   Resignation......                      12
    Section 3.04   Removal                                12
    Section 3.05   Vacancies........                      12
    Section 3.06   Regular Meetings.                      12
    Section 3.07   Special Meetings.                      13
    Section 3.08   Meetings by Telephone                  13
    Section 3.09   Notice of Meetings.........            13
    Section 3.10   Waiver of Notice.                      13
    Section 3.11   Presumption of Assent......            14
    Section 3.12   Quorum and Manner of Acting            14
    Section 3.13   Action Without a Meeting               14
    Section 3.14   Authorized Committees                  14
    Section 3.15   Executive Committee                    15
    Section 3.16   Audit Committee                        16
    Section 3.17   Compensation Committee                 17
    Section 3.18   Directors' Committee                   18
    Section 3.19   Compensation                           19
    Section 3.20   Organization                           19
    Section 3.21   Director Emeritus                      19

ARTICLE IV - Officers

    Section 4.01   Number and Qualifications              20
    Section 4.02   Election and Term of Office            20
    Section 4.03   Compensation                           20
    Section 4.04   Resignation                            21
    Section 4.05   Removal                                21
    Section 4.06   Vacancies                              21
    Section 4.07   Authority and Duties                   21
    Section 4.08   Surety Bonds                           24

ARTICLE V - Stock

    Section 5.01   Issuance of Shares                     24
    Section 5.02   Stock Certificates; Uncertificated
                     Shares                               24
    Section 5.03   Consideration for Shares               25
    Section 5.04   Lost Certificates                      25
    Section 5.05   Transfer of Shares                     25
    Section 5.06   Holders of Record                      25
    Section 5.07   Shares Held for Account of Another     25
    Section 5.08   Transfer Agents, Registrars and
                     Paying Agents                        26

ARTICLE VI - Indemnification

    Section 6.01   Definitions......                      26
    Section 6.02   Right to Indemnification               27
    Section 6.03   Advancement of Expenses                27
    Section 6.04   Burden of Proof...                     27
    Section 6.05   Notification and Defense of Claim...   28
    Section 6.06   Enforcement                            29
    Section 6.07   Proceedings by a Party                 29
    Section 6.08   Subrogation......                      29
    Section 6.09   Other Payments......                   30
    Section 6.10   Insurance.....                         30
    Section 6.11   Other Rights and Remedies              30
    Section 6.12   Applicability; Effect......            30
    Section 6.13   Severability...                        31





ARTICLE VII - Dividends

ARTICLE VIII - Conflicts of Interest

    Section 8.01   Financial Interest                     32
    Section 8.02   Interested Directors                   32

ARTICLE IX - Contracts, Loans, Checks and Deposits

    Section 9.01   Contracts                              33
    Section 9.02   Loans                                  33
    Section 9.03   Checks, Drafts, etc.                   33
    Section 9.04   Deposits                               33

ARTICLE X - Miscellaneous

    Section 10.01  Voting of Securities by the
                     Corporation                          33
    Section 10.02  Seal                                   34
    Section 10.03  Fiscal Year                            34
    Section 10.04  Gender                                 34
    Section 10.05  Amendments                             34



                             BYLAWS

                               OF

           GRAPHIC PACKAGING INTERNATIONAL CORPORATION



                            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, except
that the affirmative vote or concurrence of a majority of
outstanding shares is required to adopt an amendment to Article
One of 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. Except as provided in the
last sentence of Section 2.15(f), 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 90 days before the anniversary of the date that the
corporation mailed its proxy material for the preceding annual
meeting.

              (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 three-year term expires and thereafter for three more
three-year terms, for a total of twelve years, or 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 two 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 two 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 two 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 $20,000 annually, 20% of which will be paid in
Restricted Stock in lieu of cash under the Equity Compensation
Plan for Non-Employee Directors, and 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.

             (a)    Conflicting Interest Transactions Not Void
or Voidable.  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
("Conflicting Interest Transaction") 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:

                    (i)  The material facts as to his
relationship or interest and as to the Conflicting Interest
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

                    (ii) The material facts as to his
relationship or interest and as to the Conflicting Interest
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

                    (iii)     The Conflicting Interest
Transaction was fair as to the corporation.

             (b)    Definition of Conflicting Interest
Transaction.  The term "Conflicting Interest Transaction" shall
not include any transaction between the Company and another
entity that owns, directly or indirectly all of the outstanding
shares of the Company or all of the outstanding shares or other
equity interests of which are owned, directly or indirectly, by
the Company.

         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)