BYLAWS

	OF

	METROPOLITAN MORTGAGE & SECURITIES CO., INC.
	AS AMENDED TO DECEMBER 26, 1995


	ARTICLE 1.  OFFICES

	The principal office of the corporation shall be located at 929 
West Sprague Avenue, Spokane, WA  99204.  The corporation may have 
such other offices, either within or without the State of Washington 
as the Board of Directors ("Board") may designate or as the business 
of the corporation may require from time to time.


	ARTICLE 2.  SHAREHOLDERS

	2.1 ANNUAL MEETING.  The annual meeting of the shareholders shall 
be held in February in each year at 929 West Sprague Avenue, Spokane, 
Washington for the purpose of electing directors and transacting such 
other business as may come before the meeting.  If the election of 
directors is not held on the day designated for the annual meeting of 
the shareholders, or at any adjournment thereof, the election shall be 
held at a special meeting of the shareholders called as soon 
thereafter as practicable.

	2.2 SPECIAL MEETINGS.  The President or the Board may call 
special meetings of the shareholders for any purpose.  At the request 
of the holders of not less than one-tenth of all of the outstanding 
shares of the corporation entitled to vote at the meeting, the 
President shall call a special meeting of the shareholders.

	2.3 PLACE OF MEETING.  All meetings shall be at the principal 
office of the corporation or at such other place within or without the 
State of Washington designated by the Board or by a waiver of notice 
signed by all of the shareholders entitled to vote at the meeting. 

	2.4 NOTICE OF MEETING.  The President or Board, when calling an 
annual or special meeting of shareholders, shall cause to be delivered 
to each shareholder entitled to vote at the meeting either personally 
or by mail not less than 10 nor more than 50 days before the meeting 
written notice 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.

	2.5 ACTION BY SHAREHOLDERS WITHOUT A MEETING.  Any action 
required or permitted to be taken at a shareholders' meeting may be 
taken without a meeting if a written consent setting forth the action 
so taken is signed by all shareholders entitled to vote with respect 
to the subject matter thereof.  Any such consent shall be inserted in 
the minute book as if it were the minutes of a shareholders' meeting.

	2.6 QUORUM.  A majority of the outstanding shares of the 
corporation entitled to vote, represented in person or by proxy, shall 
constitute a quorum at a shareholders' meeting.  If less than a 
majority of the outstanding shares are represented at a meeting, a 
majority of the shares so represented may adjourn the meeting from 
time to time without further notice.  At an adjourned meeting at which 
a quorum is present or represented, any business may be transacted 
that might have been transacted at the meeting as originally notified. 
 The shareholders present at a duly organized meeting may continue to 
transact business until adjournment, notwithstanding the withdrawal of 
enough shareholders to leave less than a quorum.

	2.7 PROXIES.  At all shareholders' meetings a shareholder may 
vote by proxy executed in writing by the shareholder or by his 
attorney in fact.  Such proxy shall be filed with the Secretary of the 
corporation before or at the time of the meeting.  Unless otherwise 
provided in the proxy, a proxy shall be invalid after 11 months from 
the date of its execution.


	2.8 VOTING OF SHARES.  Each outstanding share entitled to vote 
shall be entitled to one vote upon each matter submitted to a vote at 
a meeting of shareholders.


	ARTICLE 3.  BOARD OF DIRECTORS

	3.1 GENERAL POWERS.  The business and affairs of the corporation 
shall be managed by the Board.  Minutes of all Board meetings and 
other proceedings of the Board and all committees thereof shall be 
kept and recorded.

	3.2 NUMBER, TENURE AND QUALIFICATIONS.  The Board shall be 
composed of five directors, provided, however, that the number of 
directors may be changed from time to time to any number not less than 
five or such greater number as shall be elected at an annual meeting 
of stockholders but in no event shall the number of directors exceed 
twenty five.  No decrease in the number of directors shall have the 
effect of shortening the term of any incumbent director.  Each 
director shall hold office until the next annual meeting and until his 
successor shall have been elected and qualified unless he resigns or 
is removed.  Directors need not be shareholders of the corporation.

	3.3 ANNUAL AND REGULAR MEETINGS.  An annual Board meeting shall 
be held without notice immediately after and at the same place as the 
annual meeting of shareholders.  By resolution, the Board may provide 
the time and place either within or without the State of Washington 
for holding regular meetings without other notice than such 
resolution.

	3.4 SPECIAL MEETINGS.  Special Board meetings may be called by or 
at the request of the President or any two directors.  The person or 
persons authorized to call special meetings may fix any place either 
within or without the State of Washington as the place for holding any 
special Board meeting called by them.

	3.5 NOTICE.  Written notice of each special Board meeting shall 
be delivered personally or telegraphed to each director at his 
business address at least two days before the meeting or mailed at 
least five days before the meeting.  If such notice is mailed, it 
shall be deemed to be delivered when deposited in the United States 
mail properly addressed, with postage prepaid.  If the notice is 
telegraphed, it shall be deemed to be delivered when the contents of 
the telegram is delivered to the telegraph company.  The attendance of 
a director at a meeting shall constitute a waiver of notice of such 
meeting, except where a director attends a meeting for express purpose 
of objecting to the transaction of any business because the meeting is 
not lawfully called or convened.  Neither the business to be 
transacted at, nor the purpose of, any regular or special meeting of 
the Board need be specified in the notice or waiver of notice of such 
meeting.

	3.6 QUORUM.  A majority of the directors shall constitute a 
quorum for the transaction of business at any Board meeting but, if 
less than such majority be present at a meeting, a majority of the 
directors present may adjourn the meeting from time to time without 
further notice.

	3.7 MANNER OF ACTING.  The act of the majority of the directors 
present at a meeting at which a quorum is present shall be the act of 
the Board unless otherwise required by these Bylaws, the Articles of 
Incorporation or applicable law.

	3.8 VACANCIES.  Any vacancy occurring on the Board may be filled 
by the affirmative vote of a majority of the remaining directors 
though less than a quorum of the Board.  A director elected to fill a 
vacancy shall be elected for the unexpired term of his predecessor in 
office.  Any directorship to be filled by reason of an increase in the 
number of directors shall be filled by election at an annual meeting 
or at a special shareholders' meeting called for that purpose.

	3.9 REMOVAL.  At a meeting of shareholders called expressly for 
that purpose, one or more members of the Board (including the entire 
Board) may be removed, with or without cause, by a vote of the holders 
of a majority of the shares then entitled to vote on election of 
directors.

	3.10 COMPENSATION.  By Board resolution, directors may be paid 
their expenses, if any, of attendance at each Board meeting or a fixed 
sum for attendance at each Board meeting or a stated salary as 
director or any combination of the foregoing.  No such payment shall 
preclude any director from serving the corporation in other capacity 
and receiving compensation therefor.

	3.11 PRESUMPTION OF ASSENT.  A director of the corporation 
present at a Board meeting at which action on any corporate matter is 
taken shall be presumed to have assented to the action taken unless 
his dissent is entered in the minutes of the meeting or unless he 
files his written dissent to such action with the person acting as the 
secretary of the meeting before the adjournment thereof or unless he 
forwards such dissent by certified mail to the Secretary of the 
corporation immediately after the adjournment of the meeting.  A 
director who voted in favor of such action may not dissent.

	3.12 ACTION BY DIRECTORS WITHOUT A MEETING.  Any action required 
or permitted to be taken at a meeting of the Board may be taken 
without a meeting if a written consent setting forth the action to be 
taken is signed by each of the directors.  Any such written consent 
shall be inserted in the minute book as if it were the minutes of a 
Board meeting.

	3.13 EXECUTIVE AND OTHER COMMITTEES.

	3.13.1 Creation and Authority of Committees.  The Board may 
appoint, from among its members, standing or temporary committees, 
including an Executive Committee, and invest such committees with such 
powers as it may see fit, subject to such conditions as may be 
prescribed by the Board and by applicable law; but no such committee 
shall have the power or authority of the Board in reference to (a) 
amending the Articles of Incorporation, (b) adopting a plan of merger, 
consolidation or exchange of shares not requiring shareholder 
approval, (c) authorizing distribution or the issuance of shares 
unless a resolution of the Board, these bylaws or the Articles of 
Incorporation so provide, (d) approving or recommending to 
shareholders actions or proposals required by law to be approved by 
shareholders, (e) filling vacancies on the Board or on any committee 
thereof, (f) amending these bylaws, (g) fixing compensation of any 
director for serving on the Board or on any committee, or (h) 
appointing other committees of the Board members thereof.

	3.13.2 Minutes of Meetings.  All committees appointed by the 
board shall keep regular minutes of their meetings and shall cause 
them to be recorded in books kept for that purpose.

	3.13.3 Quorum and Manner of Acting.  A majority of the number of 
committee members composing any committee of the Board, as established 
and fixed by resolution of the Board, shall constitute a quorum for 
the transaction of business at any meeting of such committee but, if 
less than a majority are present at a meeting, a majority of such 
directors present may adjourn the meeting from time to time without 
further notice.  The act of a majority of the members of a committee 
present at a meeting at which a quorum is present shall be the act of 
such committee.

	3.13.4 Resignation.  Any member of any committee may resign at 
any time by delivering written notice thereof to the Chairman of the 
Board, the President, the Secretary, the Board or the Chairman of the 
committee.  Any such resignation shall take effect at the time 
specified therein, or if the time is not specified, upon delivery 
thereof and, unless otherwise specified therein, the acceptance of 
such resignation shall not be necessary to make it effective.

	3.13.5 Removal.  The Board may remove from office any member of 
any committee elected or appointed by it or by an Executive Committee, 
but only by the affirmative vote of not less than a majority of the 
number of Directors fixed by or in the manner provided in these By-
Laws.






	3.14 HONORARY DIRECTORS

	3.14.1 Number, Tenure and Appointment.  The Board may include one 
or more Honorary Directors as shall be elected at any meeting of 
stockholders but in no event shall the number of Honorary Directors 
exceed five.  Each Honorary Director shall hold office until the next 
annual meeting unless he or she resigns or is removed.  Honorary 
Directors need not be shareholders.

	3.14.2 Attendance at Meetings.  Honorary Directors shall be 
provided with notice of all annual regular meetings of the Board in 
the manner specified in paragraph 3.5.

	3.14.3 Quorum.  For the purpose of determining the presence of a 
quorum at any Board Meeting, the presence or absence of an Honorary 
Director shall not be considered in determining the presence of a 
quorum.

	3.14.4 Voting.  Honorary Directors shall not be entitled to vote 
at Board Meetings or at meetings of any special committees to which 
the Honorary Director may be appointed.

	3.14.5 Compensation.  By Board resolution, Honorary Directors may 
be paid their expense, if any, of attendance at each Board Meeting or 
a fixed sum for attendance at each meeting or a stated salary as 
Honorary Director or any combination of the foregoing.  No such 
payment shall preclude any Director from serving the corporation in 
any other capacity and receiving compensation therefor.

	3.14.6 Action by Director Without a Meeting.  Any action of the 
Board permitted by 3.12 may be taken without obtaining written consent 
to such action by any Honorary Director.  However, any Honorary 
Director shall be provided with notice of any such action within ten 
(10) days after signature of the last voting Board member is obtained.


	ARTICLE 4.  Officers

	4.1  NUMBER.  The officers of the corporation shall be a 
President, one or more Vice Presidents, a Secretary and a Treasurer, 
each of whom shall be elected by the board.  Such other officers and 
assistant officers as may be deemed necessary may be elected or 
appointed by the Board.  The Board may also elect or appoint a Chief 
Executive Officer, Chief Operating Officer, Chief Financial Officer 
and a Controller if it is deemed necessary in its sole discretion.  
Any two or more offices may be held by the same person, excepting the 
offices of President and Secretary.

	4.2  ELECTION AND TERM OF OFFICE.  The officers of the 
corporation shall be elected by the Board, either at the annual Board 
meeting held after the annual meeting of the shareholders or at any 
Special Meeting of the Board held therefor.  Additional corporate 
officers may be elected or appointed, as necessary, at any Special 
Meeting of the Board. Each officer shall hold office until the next 
annual meeting and until his successor shall have been elected and 
qualified, unless he resigns or is removed.

	4.3 REMOVAL.  Any officer or agent elected or appointed by the 
Board may be removed by the Board whenever in its judgment the best 
interest of the corporation would be served thereby.

	4.4 VACANCIES.  A vacancy in any office because of death, 
resignation, removal, disqualification or otherwise, may be filled by 
the Board for the unexpired portion of the term.

	4.5  CHIEF EXECUTIVE OFFICER.  So long as the office of Chairman 
of the Board and President are held by the same person, that person 
shall be the Chief Executive Officer of the Corporation.  Otherwise, 
the Chief Executive Officer shall be the Chairman of the Board or the 
President, as designated by the Board of Directors.  The Chief 
Executive Officer shall have general supervision and control over all 
the business and property of the corporation and shall be responsible 
at all times to the Board of Directors.

	4.6 CHAIRMAN OF THE BOARD.  If elected, the Chairman of the Board 
shall preside as Chairman over all meetings of the Board of Directors 
at which he shall be present, and shall have such other powers, 
responsibilities and duties as shall be assigned to him by the Board.

	4.7 PRESIDENT.  The President shall have such powers, 
responsibilities and duties as shall be assigned to him by the Board 
of Directors.  With the Secretary or other officer of the corporation 
authorized by the Board, he may sign certificates for shares of the 
corporation, deeds, mortgages, bonds, contracts, or other instruments 
that the Board has authorized to be executed, except when the signing 
and execution thereof has been expressly delegated by the Board or by 
these Bylaws to some other officer or agent of the corporation or is 
required by law to be otherwise signed or executed by some other 
officer or in some other manner.  The President shall also have the 
authority to appoint advisory committees to assist him in the 
supervision and control of the business affairs of the corporation.

	4.8 CHIEF OPERATING OFFICER.  If elected, the Chief Operating 
Officer shall have such power and duties as the Chief Executive 
Officer, the President, or the Board may, from time to time, 
prescribe.  In the absence of the President or in the event of his 
death, inability or refusal to act, the Chief Operating Officer shall 
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.

	4.9 VICE PRESIDENT.    Vice Presidents shall perform such other 
duties as from time to time may be assigned to them by the President 
or by the Board.

	4.10 THE SECRETARY.  The Secretary shall:  (a) keep the minutes 
of shareholders' and Board meetings in one or more books provided for 
that purpose; (b) see that all notices are duly given in accordance 
with the provisions of these Bylaws or as required by law; (c) be 
custodian of the corporate records and of the seal of the corporation 
and see that the seal of the corporation is affixed to all documents, 
the execution of which on behalf of the corporation under its seal is 
duly authorized; (d) keep a register of the post office address of 
each shareholder as furnished to the Secretary by each shareholder; 
(e) sign with the President, or a Vice President certificates for 
shares of the corporation, the issuance of which has been authorized 
by resolution of the Board; (f) have general charge of the stock 
transfer books of the corporation; and (g) 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.

	4.11 THE TREASURER.  If required by the Board, the Treasurer 
shall give a bond for the faithful discharge of this duties in such 
sum and with such surety or sureties as the Board shall determine.  He 
shall have charge and custody of and be responsible for all funds and 
securities of the corporation; receive and give receipts for moneys 
due and payable to the corporation from any source whatsoever, and 
deposit all such moneys in the name of the corporation in such banks, 
trust companies or other depositories as shall be selected in 
accordance with the provisions of these Bylaws and in general perform 
all the duties incident to the office of Treasurer and such other 
duties as from time to time may be assigned to him by the Chief 
Executive Officer, President, or by the Board.

	4.12  CHIEF FINANCIAL OFFICER.  If elected, the Chief Financial 
Officer shall have such power and duties as the the Board, Chief 
Executive Officer, or the President may, from time to time, prescribe.

	4.13  CONTROLLER.  The controller shall exercise general 
supervision of the Accounting Departments of the Corporation, render 
reports relating to the general financial condition of the 
corporation.  He shall render such other reports and perform such 
other duties as the Board, the Chief Executive Officer, or the 
President may, from time to time, prescribe.


	ARTICLE 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

	5.1 CONTRACTS.  The Board may authorize any officer or officers, 
agent or agents, to enter in to 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.

	5.2 LOANS TO OFFICERS AND DIRECTORS.  No loans shall be made by 
the corporation to its officers or directors, unless first approved by 
the holders of two-thirds of the shares, and no loans shall be made by 
the corporation secured by its shares.

	5.3 CHECK, 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 officer or 
officers, agent or agents, of the corporation and in such manner as is 
from time to time determined by resolution of the Board.

	5.3 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 depositaries as 
the Board may select.


	ARTICLE 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

	6.1 ISSUANCE OF SHARES.  No shares of the corporation shall be 
issued unless authorized by the Board, which authorization shall 
include the maximum number of shares to be issued and the 
consideration to be received for each share.

	6.2 CERTIFICATES FOR SHARES.  Certificates representing shares of 
the corporation shall be signed by the Chairman of the Board or the 
President or a Vice President and by the Secretary or an Assistant 
Secretary and shall include on their face written notice of any 
restrictions which the Board may impose on the transferability of such 
shares.  Any or all of the signatures on such certificates may be by 
facsimile.  All certificates shall be consecutively numbered or 
otherwise identified.  The name and address of the person to whom the 
shares represented thereby are issued, with the number of shares and 
date of issue, shall be entered on the stock transfer books of the 
corporation.  All certificates surrendered to the corporation for 
transfer shall be canceled and no new certificates shall be issued 
until the former certificates for a like number of shares shall have 
been surrendered and canceled, except that in case of a lost, 
destroyed or mutilated certificate, a new one may be issued therefor 
upon such terms and indemnity to the corporation as the Board may 
prescribe.

	6.3 TRANSFER OF SHARES.  Transfer of shares of the corporation 
shall be made only on the stock transfer books of the corporation by 
the holder of record thereof or by his legal representative, who shall 
furnish proper evidence of authority to transfer, or by his attorney 
in fact authorized by power of attorney duly executed and filed with 
the Secretary of the corporation, and on surrender for cancellation of 
the certificates for such shares.  The person in whose name shares 
stand on the books of the corporation shall be deemed by the 
corporation to be the owner thereof for all purposes.


	ARTICLE 7. FISCAL YEAR

	The fiscal year of the corporation shall begin on October 1 and 
end on September 30 of each year.

	ARTICLE 8. SEAL

	The seal of this corporation shall consist of the name of the 
corporation, the state of its incorporation and the year of its 
incorporation.


	ARTICLE 9. WAIVER OF NOTICE

	Whenever any notice is required to be given to any shareholder or 
director of the corporation under the provisions of these Bylaws or 
under the provisions of the Articles of Incorporation or under the 
provisions of the Washington Business Corporation Act, a waiver 
thereof in writing, signed by the person or persons entitled to such 
notice, whether before or after the time stated therein, shall be 
deemed equivalent to the giving of such notice.

	ARTICLE 10. INDEMNIFICATION

	To the full extent permitted by the Washington Business 
Corporation Act the corporation shall indemnify any person who was or 
is a party or is threatened to be made a party to any civil, criminal, 
administrative or investigative action, suit or proceeding (whether 
brought by or in the right of the corporation or otherwise) by reason 
of the fact that he is or was a director, honorary director, or 
officer of the corporation, or is or was serving at the request of the 
corporation as a director, honorary director, or officer of another 
corporation, against expenses (including attorneys' fees), judgments, 
fines and amounts paid in settlement actually and reasonably incurred 
by him in connection with such action, suit or proceeding; and the 
Board of Directors may , t any time, approve indemnification of any 
other person which the corporation has the power to indemnify under 
the Washington Business Corporation act.  The indemnification provided 
by this section shall not be deemed exclusive of any other rights to 
which a person may be entitled as a matter of law or by contract.


	ARTICLE 11. AMENDMENTS

	These Bylaws may be altered, amended or repealed and new Bylaws 
may be adopted by The Board at any regular or special meeting of the 
Board.  The shareholders may also amend and repeal these Bylaws or 
adopt new Bylaws.  All Bylaws made by the Board may be amended or 
repealed by the shareholders.


	ARTICLE 12. RECORDS

	The Secretary shall cause to be maintained at the registered 
office of the corporation a complete set of records, statements and 
accounts concerning the total operation of the corporation, in which 
shall be entered, fully and accurately, each transaction pertaining to 
the corporation.  All books shall be open at all times during regular 
business hours for inspection and examination by the shareholders.  To 
facilitate the maintenance of said records, the officers shall 
promptly forward to the corporation all statements, invoices, 
accounts, contracts, leases, and other records pertaining to the 
corporation.


Adopted by Board of Directors on December 26, 1995.


						/s/ C. Paul Sandifur, Jr.
					By _______________________________
					   C. Paul Sandifur, Jr., President	

Attest:

  /s/ Reuel Swanson
________________________________
Reuel Swanson, Secretary