Exhibit 3.2


                             BYLAWS
                               OF
                    DEVON ENERGY CORPORATION
                    Effective April 13, 1995
                  (As Amended on June 22, 1999)



                                                       Page

Article I - Stockholders' Meetings                     1

  Section 1 - Annual Meeting                           1
  Section 2 - Special Meeting                          1
  Section 3 - Notice of Meetings                       1
  Section 4 - Quorum                                   2
  Section 5 - Voting                                   2
  Section 6 - List of Stockholders                     2
  Section 7 - Order of Business                        2
  Section  8  -  Nature of Business at Meetings of
  Stockholders                                         2
  Section 9 - Nomination of Directors                  3

Article II - Directors                                 5

  Section 1 - Powers                                   5
  Section 2 - Number                                   5
  Section 3 - Vacancies                                5
  Section 4 - Place of Meetings                        5
  Section 5 - Regular Meetings                         5
  Section 6 - Special Meetings                         5
  Section 7 - Quorum                                   6
  Section 8 - Presence at Meeting                      6
  Section 9 - Action Without Meeting                   6
  Section 10 - Committees of the Board                 6
  Section 11 - Compensation                            6
  Section 12 - Advisory Directors                      7

Article III - Officers and Employees                   7

  Section 1 - Election                                 7
  Section 2 - Term, Removal and Vacancies              7
  Section 3 - Chairman of the Board                    7
  Section 4 - Chief Executive Officer                  7
  Section 5 - President                                8
  Section 6 - Vice Presidents                          8
  Section 7 - Secretary                                8
  Section 8 - Treasurer                                8
  Section 9 - Divisional Officers                      9

Article IV - Stock Certificates and Transfer Books     9

  Section 1 - Certificates                             9
  Section 2 - Record Ownership                         9
  Section 3 - Transfer Agent and Registrar             10
  Section 4 - Lost Certificates                        10
  Section 5 - Transfer of Stock                        10
  Section  6 - Fixing Date for Determination of
  Shareholders  of Record                              10

Article V - General Provisions                         10

  Section 1 - Offices                                  10
  Section 2 - Voting of Stock                          10
  Section 3 - Notices                                  11
  Section 4 - Waiver of Notice                         11

Article  VI - Indemnification of Officers,
Directors,  Employees and Agents                       11

Article VII - Amendments                               13

<PAGE>

                             BYLAWS
                               OF
                    DEVON ENERGY CORPORATION


                            ARTICLE I

                     Stockholders' Meetings

Section  1.   Annual Meeting.  The annual meeting of stockholders
for  the election of directors and the transaction of such  other
business  as may properly come before the meeting shall  be  held
within  six  months following the end of the fiscal year  of  the
corporation  at such time, date and place as shall be  determined
by  the  board of directors.  The meeting shall be  held  at  the
principal  offices of the corporation or at such other  place  as
shall be determined by a majority of the directors.

Section  2.   Special Meeting.  Special meetings of  stockholders
may be called by the board of directors, or by the president, and
shall  be  held at such places, within or without  the  State  of
Oklahoma, as may be specified in the call of any meeting.

Section 3.  Notice of Meetings.  Unless otherwise provided in the
Oklahoma General Corporation Law, written notice of every meeting
of stockholders stating the place, date, hour and, in the case of
a special meeting, purposes thereof, shall, except when otherwise
required  by law, be given not less than ten (10) nor  more  than
sixty  (60)  days  before  the  date  of  the  meeting  to   each
stockholder  entitled to vote thereat; provided that such  notice
may be waived in writing, signed by the person entitled to notice
either  before  or  after the time stated therein.   Neither  the
business to be transacted at nor the purpose of any meeting  need
be specified in such written waiver of notice.

      At  any  meeting at which a quorum of stockholders  is
present, in person or represented by proxy, the chairman  of  the
meeting  or  the holders of the majority of the shares  of  stock
present  or  represented by proxy may adjourn from time  to  time
until  its business is completed.  At the adjourned meeting,  the
corporation  may  transact any business  which  might  have  been
transacted  at the original meeting.  If the adjournment  is  for
more  than thirty days, or if after the adjournment a new  record
date  is  fixed  for  the  adjourned meeting,  a  notice  of  the
adjourned  meeting shall be given to each stockholder  of  record
entitled  to vote at the meeting.  Otherwise, no notice  need  be
given.

      If  mailed,  notice shall be deemed to be  given  when
deposited in the United States mail, addressed to the stockholder
at  his  address as it appears on the records of the corporation,
with postage thereon prepaid.

Section  4.  Quorum.  The holders of a majority of the shares  of
stock  entitled  to vote, present in person or by  proxy,  shall,
except as otherwise provided by law, constitute a quorum for  the
transaction of business at all meetings of the stockholders.

Section   5.   Voting.   Unless otherwise  provided by the
corporation's certificate of incorporation  and  any  amendments
thereto or certificates of designation, each stockholder shall at
every  meeting of stockholders be entitled to one vote, in person
or  by proxy, for each share of stock having voting power held by
such  stockholder.  Unless otherwise provided by  law,  no  proxy
shall  be  voted  on after three years from its date  unless  the
proxy  provides for a longer period.  No vote on any matter  need
be  by  ballot  unless demanded by the holders of  at  least  ten
percent  (10%) of the shares represented and entitled to vote  at
the  meeting.  All elections and questions shall be decided by  a
plurality  of  the votes cast, in person or by proxy,  except  as
otherwise required by the laws of Oklahoma or as set forth in the
certificate  of  incorporation or the  terms  of  any  series  of
outstanding Preferred Stock.

Section  6.  List of Stockholders.  Unless otherwise provided  in
the  Oklahoma General Corporation Law, at least ten  days  before
every   meeting  of  stockholders,  a  complete   list   of   the
stockholders  entitled  to  vote  at  the  meeting,  arranged  in
alphabetical  order, and showing the address of each stockholder,
and  the  number  of  shares  registered  in  the  name  of  each
stockholder,  shall be prepared by the officer in charge  of  the
stock ledger.  Such list shall be open to the examination of  any
stockholder,  for  any  purpose germane to  the  meeting,  during
ordinary business hours, for a period of at least ten days  prior
to  the  meeting,  either at a place within the  city  where  the
meeting  is  to  be held, which place shall be specified  in  the
notice  of the meeting, or, if not specified, at the place  where
the  meeting is to be held.  The list shall also be produced  and
kept  at the time and place of the meeting during the whole  time
thereof  and may be inspected by any stockholder who is  present.
The  stock  ledger  shall  be the only evidence  as  to  who  are
stockholders  entitled  to examine the  stock  ledger,  the  list
required by this section or the books of the corporation,  or  to
vote in person or by proxy at any meeting of stockholders.

Section 7.  Order of Business.  The chairman of the meeting shall
determine the order of business and the procedure at the meeting,
including  regulation of the manner of voting and the conduct  of
discussion.

Section 8.  Nature of Business at Meetings of Stockholders.  No
business may be transacted at an annual meeting of stockholders,
other than business that is either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction
of the Board of Directors (or any duly authorized committee
thereof), (b) otherwise properly brought before the annual
meeting by or at the direction of the Board of Directors (or any
duly authorized committee thereof) or (c) otherwise properly
brought before the annual meeting by any stockholder of the
Company (i) who is a stockholder of record on the date of the
giving of the notice provided for in this Section 8 and on the
record date for the determination of stockholders entitled to
vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 8.

     In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a
stockholder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the Company.

     To be timely, a stockholder's notice to the Secretary must
be delivered to or mailed and received at the principal executive
offices of the Company not less than sixty (60) days nor more
than ninety (90) days prior to the anniversary date of the
immediately preceding annual meeting of stockholders; provided,
however, that in the event that the annual meeting is called for
a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely
must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure
of the date of the annual meeting was made, whichever first
occurs.

     To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder
proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at
the annual meeting, (ii) the name and record address of such
stockholder, (iii) the class or series and number of shares of
capital stock of the Company which are owned beneficially or of
record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any
other person or persons (including their names) in connection
with the proposal of such business by such stockholder and any
material interest of such stockholder in such business and (v) a
representation that such stockholder intends to appear in person
or by proxy at the annual meeting to bring such business before
the meeting.

     No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in
accordance with the procedures set forth in this Section 8;
provided, however, that, once business has been properly brought
before the annual meeting in accordance with such procedures,
nothing in this Section 8 shall be deemed to preclude discussion
by any stockholder of any such business.  If the Chairman of an
annual meeting determines that business was not properly brought
before the annual meeting in accordance with the foregoing
procedures, the Chairman shall declare to the meeting that the
business was not properly brought before the meeting and such
business shall not be transacted.

Section 9.  Nomination of Directors.  Only persons who are
nominated in accordance with the following procedures shall be
eligible for election as directors of the Company, except as may
be otherwise provided in the Certificate of Incorporation with
respect to the right of holders of preferred stock of the
Corporation to nominate and elect a specified number of directors
in certain circumstances.  Nominations of persons for election to
the Board of Directors may be made at any annual meeting of
stockholders, or at any special meeting of stockholders called
for the purpose of electing directors, (a) by or at the direction
of the Board of Directors (or any duly authorized committee
thereof) or (b) by any stockholder of the Company (i) who is a
stockholder of record on the date of the giving of the notice
provided for in this Section 9 and on the record date for the
determination of stockholders entitled to vote at such meeting
and (ii) who complies with the notice procedures set forth in
this Section 9.

     In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must
have given timely notice thereof in proper written form to the
Secretary of the Company.

     To be timely, a stockholder's notice to the Secretary must
be delivered to or mailed and received at the principal executive
offices of the Company (a) in the case of an annual meeting, not
less than sixty (60) days nor more than ninety (90) days prior to
the anniversary date of the immediately preceding annual meeting
of stockholders; provided, however, that in the event that the
annual meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day following the
day on which such notice of the date of the annual meeting was
mailed or such public disclosure of the date of the annual
meeting was made, whichever first occurs; and (b) in the case of
a special meeting of stockholders called for the purpose of
electing directors, not later than the close of business on the
tenth (10th) day following the day on which notice of the date of
the special meeting was mailed or public disclosure of the date
of the special meeting was made, whichever first occurs.

     To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the
stockholder proposes to nominate for election as a director (i)
the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital
stock of the Company which are owned beneficially or of record by
the person and (iv) any other information relating to the person
that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules and regulations promulgated
thereunder; and (b) as to the stockholder giving the notice (i)
the name and record address of such stockholder, (ii) the class
or series and number of shares of capital stock of the Company
which are owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings between
such stockholder and each proposed nominee and any other person
or persons (including their names) pursuant to which the
nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person
or by proxy at the meeting to nominate the persons named in its
notice and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder.  Such notice must be accompanied by a
written consent of each proposed nominee to being named as a
nominee and to serve as a director if elected.

     No person shall be eligible for election as a director of
the Company unless nominated in accordance with the procedures
set forth in this Section 9.  If the Chairman of the meeting
determines that a nomination was not made in accordance with the
foregoing procedures, the Chairman shall declare to the meeting
that the nomination was defective and such defective nomination
shall be disregarded.


                           ARTICLE II

                            Directors

Section  1.  Powers.  The business and affairs of the corporation
shall  be  managed  by or under the direction  of  its  board  of
directors.

Section  2.   Number.   The  number  of  directors  which   shall
constitute the whole board shall not be less than three nor  more
than  fifteen, and shall consist of three directors, until within
the  limits  above  specified, a different number  of  directors,
which  shall  constitute the whole board, shall be determined  by
resolution  adopted by a vote of two-thirds of the entire  board,
or  at an annual meeting of stockholders by the affirmative  vote
of  sixty-six and two-thirds percent (66 2/3%) of the outstanding
stock  entitled to vote.  No reduction in number shall  have  the
effect  of removing any director prior to the expiration  of  his
term.  The board of directors shall be divided into three classes
as  nearly equal in number as possible with the term of office of
one class expiring each year.  Of the directors chosen initially,
the  term  of office of those of the first class shall expire  at
the first annual meeting after their election; the term of office
of  those  of the second class shall expire at the second  annual
meeting after their election; and the term of office of those  of
the  third  class shall expire at the third annual meeting  after
their   election.   At  each  annual  meeting  held  after   such
classification and election, directors shall be chosen for a full
term  of  three years to succeed those whose terms  expire.   The
provisions  of  this  section shall not be  altered,  amended  or
repealed  except  by the affirmative vote of the  holders  of  at
least  eighty percent (80%) of the outstanding stock entitled  to
vote thereon.

Section 3.  Vacancies.  Vacancies and newly created directorships
resulting from any increase in the authorized number of  director
may  be  filled  by a majority of the directors then  in  office,
though less than a quorum, and the directors so chosen shall hold
office until the next annual election of the class for which each
such  director  has been chosen and until his successor  is  duly
elected  and  qualified,  or  until his  earlier  resignation  or
removal.

Section  4.   Place of Meetings.  Board meetings may be  held  at
such  places, within or without the State of Oklahoma, as  stated
in  these  bylaws or as the board may from time to time determine
or as may be specified in the call of any meetings.

Section  5.  Regular Meetings.  The annual meeting of  the  board
shall be held without call or notice immediately after and at the
same general place as the annual meeting of the stockholders, for
the  purpose  of  electing  officers and  transacting  any  other
business  that may properly come before the meeting.   Additional
regular meetings of the board may be held without call or  notice
at such place and at such time as shall be fixed by resolution of
the  board  but in the absence of such resolution shall  be  held
upon call by the president or a majority of directors.

Section 6.  Special Meetings.  Special meetings of the board  may
be  called by the chairman of the board or the president or by  a
majority  of  the  directors then in office.  Notice  of  special
meetings  shall  be given to each director at  least  three  days
before  the  meeting.  Such notice shall set forth the  time  and
place of such meeting, but need not, unless otherwise required by
law,  state  the  purposes of the meeting.   A  majority  of  the
directors  present at any meeting may adjourn  the  meeting  from
time  to  time  without  notice other than  announcement  at  the
meeting.

Section 7.  Quorum.  A majority of the total number of directors,
excluding  any  vacancies,  shall constitute  a  quorum  for  the
transaction  of  business at any meeting of the board;  provided,
however,  that  in  no event shall a number which  is  less  than
one-third  (1/3)  of the total number of directors  constitute  a
quorum.  If at any meeting a quorum is not present, a majority of
the  directors present may adjourn the meeting from time to  time
without  notice  other than announcement at the meeting  until  a
quorum is present.  The act of a majority of directors present in
person at a meeting at which a quorum is present shall be the act
of the board of directors.

Section  8.   Presence  at  Meeting.  Members  of  the  board  of
directors,  or  of  any committee thereof, may participate  in  a
meeting  of  such  board  or committee  by  means  of  conference
telephone or similar communications equipment by means  of  which
all persons participating in the meeting can hear each other, and
such  participation shall be deemed presence in  person  at  such
meeting.

Section  9.   Action  Without Meeting.  Any  action  required  or
permitted  to be taken at any meeting of the board of  directors,
or  of  any committee thereof, may be taken without a meeting  if
all  members of the board or such committee, as the case may  be,
consent  thereto  in writing, and such written consent  is  filed
with  the  minutes  of  the proceedings  of  the  board  or  such
committee.

Section  10.   Committees of the Board.  The board  of  directors
may,  by  resolution  passed by a majority of  the  whole  board,
designate one or more committees, each such committee to  consist
of one or more of the directors of the corporation and shall have
such  name  or names as may be determined from time  to  time  by
resolution adopted by the board.  The board may designate one  or
more  directors  as  alternate members of any committee  who  may
replace any absent or disqualified member at any meeting  of  the
committee.   Any  such committee, to the extent provided  in  the
resolution, shall have and may exercise the powers of  the  board
of directors in the management of the business and affairs of the
corporation, and generally perform such duties and exercise  such
powers  as may be directed or delegated by the board of directors
from  time to time, and, furthermore, may authorize the  seal  of
the corporation to be affixed to all papers which may require it.
In  the  absence  or  disqualification  of  any  member  of  such
committee or committees, the member or members thereof present at
any  meeting and not disqualified from voting, whether or not  he
or  they  constitute  a quorum, may unanimously  appoint  another
member  of the board to act at the meeting in the place  of  such
absent  or  disqualified member.  Each such committee shall  keep
regular  minutes of its proceedings and report the  same  to  the
board of directors as and when required.

Section 11.  Compensation.  Each director shall be reimbursed for
reasonable  expenses incurred in attending  any  meeting  of  the
board  or  of  any committee of which such director  shall  be  a
member.   The  board may by resolution allow reasonable  fees  to
some  or  all  of the directors for attendance at  any  board  or
committee  meeting.  No such payment shall preclude any directors
from  serving the corporation in any other capacity and receiving
compensation therefor.

Section  12.   Advisory Directors.  The board  of  directors  may
appoint  individuals who may but need not be directors, officers,
or  employees  of  the  corporation to serve  as  members  of  an
advisory  board of directors of the corporation and may fix  fees
or  compensation for attendance at meetings of any such  advisory
boards.   The  members of any such advisory board may  adopt  and
from time to time may amend rules and regulations for the conduct
of their meetings and shall keep minutes which shall be submitted
to the board of directors of the corporation.  The term of office
of  any member of the advisory board of directors shall be at the
pleasure  of the board of directors and shall expire the  day  of
the  annual meeting of the stockholders of the corporation.   The
function  of  any such advisory board of directors  shall  be  to
advise with respect to the affairs of the corporation.


                           ARTICLE III

                     Officers and Employees

Section  1.    Election.   At the annual meeting  of  the  board,
there  shall  be  elected such officers as may  be  necessary  to
enable  the  corporation   to   sign   instruments   and stock
certificates  which comply with the Oklahoma General  Corporation
Law.  Such officers may include a chairman of the board,  chief
executive officer, a president, one or more vice presidents  (who
may be designated by different classes), a secretary, a treasurer
and  other officers.  No officer need be a director.  Two or more
offices may be held by the same person.

Section  2.   Term.  Removal and Vacancies.  All  officers  shall
serve  at  the  pleasure of the board.  Any  officer  elected  or
appointed  by the board may be removed at any time by  the  board
whenever  in  its judgment the best interests of the  corporation
would  be  served  thereby,  but such removal  shall  be  without
prejudice  to  the  contract rights, if any,  of  the  person  so
removed.  A vacancy in any office shall be filled by the board of
directors.

Section 3.  Chairman of the Board.  The chairman of the board, if
one has been elected, shall preside at all meetings of the board,
stockholders  and committees of which he is a member.   He  shall
have such powers and perform such duties as may be authorized  by
the board of directors.

Section  4.  Chief Executive Officer.  If the board of  directors
has  elected  a  chairman  of the board,  it  may  designate  the
chairman  of  the  board as the chief executive  officer  of  the
corporation.  If no chairman of the board has been elected, or in
his  absence  or inability to act, or if no such designation  has
been  made by the board of directors, the president shall be  the
chief  executive officer of the corporation.  The chief executive
officer shall (i) have the overall supervision of the business of
the  corporation and shall direct the affairs and policies of the
corporation, subject to any directions which may be given by  the
board  of  directors, (ii) shall have authority to designate  the
duties  and  powers of officers and delegate special  powers  and
duties to specified officers, so long as such designations  shall
not be inconsistent with the laws of the State of Oklahoma, these
bylaws  or action of the board of directors, and shall in general
have all other powers and shall perform all other duties incident
to  the  chief executive officer of a corporation and such  other
powers  and duties as may be prescribed by the board of directors
from time to time.

Section  5.  President.  If the board of directors has elected  a
chairman  of the board and designated such officer as  the  chief
executive  officer of the corporation, the president shall  serve
as  chief operating officer and be subject to the control of  the
board of directors and the chairman of the board.  He shall  have
such  powers and perform such duties as from time to time may  be
assigned to him by the board of directors or the chairman of  the
board.   If the board of directors has not elected a chairman  of
the board, or if one has been elected and has not been designated
the   chief  executive  officer  of  the  corporation,  then  the
president shall be the chief executive officer of the corporation
with the powers and duties provided in Article III, Section 4, of
these  bylaws.  In any event, the president shall have the  power
to   execute,   and  shall  execute,  bonds,  deeds,   mortgages,
extensions,  agreements,  modification  of  mortgage  agreements,
leases  and  contracts or other instruments  of  the  corporation
except  where required or permitted by law to be otherwise signed
and  executed and except where the signing and execution  thereof
shall be expressly delegated by the board of directors or by  the
president to some other officer or agent of the corporation.  The
president  may sign with the secretary or an assistant secretary,
certificates for shares of stock of the corporation, the issuance
of  which  shall  have  been  duly authorized  by  the  board  of
directors, and shall vote, or give a proxy to any other person to
vote,  all shares of the stock of any other corporation  standing
in the name of the corporation.  The president, in general, shall
have  all other powers and shall perform all other duties as  may
be prescribed by the board of directors from time to time.

Section 6.  Vice Presidents.  A vice president shall perform such
duties  as may from time to time be assigned to him by the  board
or by the chairman or the president.  In the absence or inability
to  act of the president, the vice president (or if there is more
than  one  vice president, in the order designated by  the  board
and,  absent  such  designation, in  the  order  of  their  first
election  to that office) shall perform the duties and  discharge
the responsibilities of the president.

Section 7.  Secretary.  The secretary shall be the keeper of  the
corporate  seal and corporate records, and shall give notice  of,
attend,  and  record  minutes  of meetings  of  stockholders  and
directors.   He  shall  see  that the  seal  is  affixed  to  all
documents on which the seal is required by law to be affixed, the
execution of which on behalf of the corporation under its seal is
duly  authorized  in  accordance with  the  provisions  of  these
bylaws.  He shall, in general, perform all duties incident to the
office  of secretary and such other duties as may be assigned  to
him by the board or by the president.  The assistant secretaries,
if  any, shall have such duties as shall be delegated to them  by
the secretary and, in the absence of the secretary, the senior of
them present shall discharge the duties of the secretary.

Section  8.   Treasurer.  The treasurer shall be responsible  for
(i)  the  custody  and  safekeeping  of  all  of  the  funds  and
securities  of the corporation, (ii) the receipt and  deposit  of
all  moneys  paid  to the corporation, (iii) where  necessary  or
appropriate,  the  endorsement for collection on  behalf  of  the
corporation  of  all checks, drafts, notes and other  obligations
payable to the corporation, (iv) the disbursement of funds of the
corporation under such rules as the board may from time  to  time
adopt,  (v)  maintaining  the general books  of  account  of  the
corporation, and (vi) the performance of such further  duties  as
are incident to the office of treasurer or as may be assigned  to
him  by the board or by the president.  The assistant treasurers,
if  any, shall have such duties as shall be delegated to them  by
the  treasurer, and in the absence of the treasurer,  the  senior
one of them present shall discharge the duties of the treasurer.

Section 9.  Divisional Officers.  The board may from time to time
appoint   officers  of  various  divisions  of  the  corporation.
Divisional  officers  shall  not by virtue  of  such  appointment
become officers of the corporation.  Subject to the direction  of
the  president  of the corporation, the president of  a  division
shall  have  general charge, control and supervision of  all  the
business  operations  of his division, and the  other  divisional
officers  shall  have  such  duties  and  authority  as  may   be
prescribed by the president of the division.


                           ARTICLE IV

              Stock Certificates and Transfer Books

Section 1.  Certificates.  Every stockholder shall be entitled to
have  a certificate in such form as the board shall from time  to
time approve, signed by, or in the name of the corporation by (i)
the  chairman  of the board, if any, the president  or  any  vice
president and (ii) the treasurer, or assistant treasurer, or  the
secretary  or  an assistant secretary, certifying the  number  of
shares owned by him in the corporation.  During the time in which
the  corporation is authorized to issue more than  one  class  of
stock  or more than one series of any class, there shall  be  set
forth  on the face or back of each certificate issued a statement
that   the  corporation  will  furnish  without  charge  to  each
stockholder  who  so requests, the designations, preferences  and
relative, participating, option or other special rights  of  each
class  of  stock  or  series thereof of the corporation  and  the
qualifications,  limitations or restrictions of such  preferences
and/or rights.

      The signatures of any of the officers on a certificate may
be facsimiles.  In case any officer who has signed or  whose
facsimile signature has been placed upon a 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 issue.

Section  2.  Record Ownership.  A record of the name and  address
of   the  holder  of  each  certificate,  the  number  of  shares
represented thereby, and the date of issue thereof shall be  made
on the corporation's books.  The corporation shall be entitled to
treat the holder of record of any share or shares 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  any
share  on  the part of any other person, whether or not it  shall
have  express or other notice thereof, except as required by  the
laws of Oklahoma.

Section  3.   Transfer Agent and Registrar.  The corporation  may
maintain one or more transfer offices or agencies, each in charge
of  a transfer agent designated by the board, where the shares of
stock  of the corporation shall be transferable.  The corporation
may also maintain one or more registry offices, each in charge of
a registrar designated by the board, wherein such shares of stock
shall be registered.  To the extent authorized by the board,  the
same entity may serve both as a transfer agent and registrar.

Section  4.   Lost  Certificates.  Any person  claiming  a  stock
certificate  in lieu of one lost, stolen, mutilated or  destroyed
shall  give  the corporation an affidavit as to his ownership  of
the  certificate  and of the facts which go to  prove  its  loss,
theft, mutilation or destruction.  He shall also, if required  by
the  board, give the corporation a bond, in such form as  may  be
approved  by  the board, sufficient to indemnify the  corporation
against any claim that may be made against it on account  of  the
alleged loss or theft of the certificate or the issuance of a new
certificate.

Section 5.  Transfer of Stock.  Transfer of shares shall,  except
as provided in Section 4 of this Article IV, be made on the books
of  the corporation only by direction of the person named in  the
certificate or his attorney, lawfully constituted in writing, and
only upon surrender for cancellation of the certificate therefor,
duly  endorsed  or  accompanied by a written  assignment  of  the
shares evidenced thereby.

Section  6.   Fixing  Date for Determination of  Stockholders  of
Record.

      (a)   In order that the corporation may determine  the
stockholders entitled to notice of or to vote at any  meeting  of
stockholders or any adjournment thereof, or entitled  to  receive
payment of any dividend or other distribution or allotment of any
rights,  or  entitled to exercise any rights in  respect  of  any
change, conversion or exchange of stock or for the purpose of any
other  lawful  action, the board may fix, in  advance,  a  record
date,  which shall not be more than sixty (60) nor less than  ten
(10)  days before the date of such meetings, nor more than  sixty
(60) prior to any other action.

     (b)   A determination of stockholders of record entitled to
notice of and to vote at a meeting of stockholders shall apply to
any  adjournment of the meeting; provided, however, that  the
board may fix a new record date for the adjourned meeting.


                            ARTICLE V

                       General Provisions

Section  1.   Offices.  The principal office of  the  corporation
shall  be maintained in Oklahoma City, Oklahoma, or at such other
place as the board may determine.  The corporation may have  such
other offices as the board may from time to time determine.

Section  2.   Voting of Stock.  Unless otherwise ordered  by  the
board,  the chairman of the board, if any, the president  or  any
vice  president shall have full power and authority, in the  name
and  on behalf of the corporation, to attend, act and vote at any
meeting  of  stockholders of any company in which the corporation
may  hold shares of stock, and at any such meeting shall  possess
and  may exercise any and all rights and powers incident  to  the
ownership  of  such shares and which, as the holder thereof,  the
corporation might possess and exercise if personally present, and
may  exercise  such power and authority through the execution  of
proxies  or  may delegate such power and authority to  any  other
officer, agent or employee of the corporation.

Section  3.  Notices.  Unless otherwise provided herein, whenever
notice  is  required to be given, it shall not  be  construed  to
require  personal notice, but such notice may be given in writing
by  depositing the same in the United States mail,  addressed  to
the  individual to whom notice is being given at such address  as
appears on the records of the corporation, with postage there  on
prepaid.   Such notice shall be deemed to be given  at  the  time
when the same shall be thus deposited.

Section 4.  Waiver of Notice.  Whenever any notice is required to
be  given,  a waiver thereof in writing, signed by the person  or
persons entitled to the notice, whether before or after the  time
stated therein, shall be deemed equivalent thereto.


                           ARTICLE VI

             Indemnification of Officers, Directors,
                      Employees and Agents

      (a) The corporation shall indemnify any person who was or
is  a  party  or  is threatened to be made  a  party  to  any
threatened,  pending  or  completed action,  suit  or  proceeding
whether  civil, criminal, administrative or investigative  (other
than  an action by or in the right of the corporation) by  reason
of  the  fact that he is or was a director, officer, employee  or
agent  of the corporation or is or was serving at the request  of
the  corporation  as a director, officer, employee  or  agent  of
another   corporation,  partnership,  joint  venture   or   other
enterprise   against   expenses  (including   attorney's   fees),
judgments,  fines  and  amounts paid in settlement  actually  and
reasonably  incurred by him in connection with such action,  suit
or  proceeding,  if he acted in good faith and  in  a  manner  he
reasonably believed to be in or not opposed to the best  interest
of  the  corporation and, with respect to any criminal action  or
proceeding,  had no reasonable cause to believe that his  conduct
was  unlawful.  The termination of any action, suit or proceeding
by judgment, order, settlement, conviction or upon a plea of nolo
contendere  or  its  equivalent shall  not  of  itself  create  a
presumption that the person did not act in good faith  and  in  a
manner  which he reasonably believed to be in or not  opposed  to
the  best  interest of the corporation and with  respect  to  any
criminal  action  or proceeding had reasonable cause  to  believe
that his conduct was unlawful.

      (b) The corporation shall indemnify any person who was or
is  a  party  or  is threatened to be made  a  party  to  any
threatened,  pending or completed action or suit  by  or  in  the
right  of  the corporation to procure a judgment in its favor  by
reason  of  the  fact  that  he is or was  a  director,  officer,
employee or agent of the corporation or is or was serving at  the
request  of  the corporation as a director, officer, employee  or
agent  of another corporation, partnership, joint venture,  trust
or  other enterprise against expenses (including attorney's fees)
actually  and reasonably incurred by him in connection  with  the
defense or settlement of such action or suit, if he acted in good
faith  and  in a manner he reasonably believed to be  in  or  not
opposed  to the best interest of the corporation; except that  no
indemnification shall be made in respect of any claim,  issue  or
matter  as  to which such person shall have been adjudged  to  be
liable to the corporation unless and only to the extent that  the
court  in  which such action or suit was brought shall determine,
upon application, that despite the adjudication of liability, but
in  the view of all the circumstances of the case, such person is
fairly  and  reasonably entitled to indemnity for  such  expenses
which the court shall deem proper.

      (c) Expenses incurred in defending a civil or criminal
action,  suit  or  proceeding may be paid by the  corporation  in
advance  of  the  final  disposition  of  such  action,  suit  or
proceeding upon receipt of an undertaking by or on behalf of  the
director, officer, employee or agent to repay such amount  if  it
shall  ultimately  be determined that he is not  entitled  to  be
indemnified by the corporation as authorized herein.

      (d) The corporation may purchase (upon resolution duly
adopted  by  the  board of directors) and maintain  insurance  on
behalf  of any person who is or was a director, officer, employee
or  agent of the corporation, or is or was serving at the request
of  the corporation as a director, officer, employee or agent  of
another  corporation, partnership, joint venture, trust or  other
enterprise  against  any  liability  asserted  against  him   and
incurred  by  him  in any such capacity, or arising  out  of  his
status  as  such, whether or not the corporation would  have  the
power to indemnify him against such liability.

     (e) To the extent that a director, officer, employee or
agent  of  the corporation has been successful on the  merits  or
otherwise in defense of any action, suit, or proceeding  referred
to herein or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

     (f) Every such person shall be entitled, without demand by
him upon the corporation or any action by the corporation, to
enforce  his right to such indemnity in an action at law  against
the corporation.  The right of indemnification and advancement of
expenses  hereinabove provided shall not be deemed  exclusive  of
any  rights  to  which any such person may now  or  hereafter  be
otherwise   entitled  and  specifically,  without  limiting   the
generality of the foregoing, shall not be deemed exclusive of any
rights  pursuant to statute or otherwise, of any such  person  in
any  such action, suit or proceeding to have assessed or  allowed
in  his favor against the corporation or otherwise, his costs and
expenses incurred therein or in connection therewith or any  part
thereof.


                           ARTICLE VII

                           Amendments

     These bylaws may be altered, amended or repealed or new
bylaws  may  be  adopted  in accordance  with  the  corporation's
Certificate  of  Incorporation, the Oklahoma General  Corporation
Law and these bylaws.