Exhibit 3b














                               RESTATED BYLAWS



                                      OF




                        U S WEST COMMUNICATIONS, INC.









                             Adopted July 1, 1995

     10

                               RESTATED BYLAWS

                                      of

                        U S WEST COMMUNICATIONS, INC.

                                 ARTICLE ONE

                                  Offices

     The principal office of the corporation shall be designated from time to
time by the corporation and may be within or outside of Colorado.

     The corporation may have such other offices, either within or outside of 
Colorado, as the Board of Directors may designate or as the business of the
corporation may require from time to time.

     The registered office of the corporation required by the Colorado
Business Corporation Act to be maintained in Colorado may be, but need not be,
identical with the principal office, and the address of the registered office
may be changed from time to time by the Board of Directors.


                                 ARTICLE TWO

                                Shareholders

     Section 1.  Annual Meeting.  The annual meeting of the shareholders
shall be held on the first Friday in April in each year beginning in 1996, at
an hour to be named in the notice of the meeting, or at such other date and
time as the Board of Directors shall determine, for the purpose of electing
Directors of the corporation and for the transaction of such other business as
may come before the meeting.  If the annual meeting is not held on the day
designated, or at any adjournment thereof, the Board of Directors shall cause
a meeting in lieu thereof to be held as soon thereafter as is convenient.

     Section 2.  Special Meetings.  Special meetings of the shareholders may
be called for any purpose.  Such meetings may be called by the President or by
the Board of Directors, and shall be called by the President at the request of
holders of shares representing at least ten percent (10%) of all of the votes
entitled to be cast on any issue proposed to be considered at the meeting.

     Section 3.  Place of Meeting.  The Board of Directors may designate any
place either within or outside Colorado as the place of meeting for any annual
meeting or for any special meeting.  If no designation is made, or if a
special meeting is called other than by the Board of Directors, the place of
the meeting shall be the principal office of the corporation.

     Section 4.  Notice of Meeting.  Written notice stating the place, date,
and hour of the meeting shall be given delivered not less than ten (10) days
nor more than sixty (60) days before the date of the meeting, except that, (i)
if the authorized shares are to be increased, at least thirty (30) days'
notice shall be given, or (ii) any other longer notice period is required by
the Colorado Business Corporation Act.  Notice of a special meeting shall
include a description of the purpose or purposes of the meeting.  Notice shall
be given personally or by U.S. mail (postage prepaid), private carrier,
telegraph, teletype, electronically transmitted facsimile or other form of
wire or wireless communication by or at the direction of the President, the
Secretary, or the officer or persons calling the meeting, to each shareholder
of record entitled to vote at such meeting.

     Section 5.  Record Date.  For the purpose of determining shareholders
entitled to (i) notice of or to vote at any meeting of shareholders or any
adjournment thereof, (ii) receive distributions or share dividends, or (iii)
demand a special meeting, or to make a determination of shareholders for any
other proper purpose, the Board of Directors shall fix, in advance, a date as
the record date for the determination of shareholders.  Such date shall be not
more than seventy (70) days, and for a meeting of shareholders, not less than
ten (10) days prior to the date on which the particular action requiring such
determination of shareholders is to be taken.  When a determination of
shareholders entitled to vote at any meeting of shareholders is made as
provided in this Section, such determination shall apply to any adjournment
thereof unless the Board of Directors fixes a new record date, which it must
do if the meeting is adjourned to a date more than one hundred twenty (120)
days after the date fixed for the original meeting.

     Notwithstanding the above, the record date for determining the
shareholders entitled to take action without a meeting or entitled to be given
notice of action so taken shall be the date a writing upon which the action is
taken is first received by the corporation.

     Section 6.  Quorum.  One-third of the votes entitled to be cast on a
matter by a voting group shall constitute a quorum of that voting group for
action on that matter.  If a quorum is present, the affirmative vote of the
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 is required by law or the Articles of
Incorporation.  If a quorum is not represented at any meeting of the
shareholders, such meeting may be adjourned for a period not to exceed one
hundred twenty (120) days for any one adjournment.

     Section 7.  Proxies.  At all meetings of shareholders, a shareholder
may vote by proxy by signing an appointment form or similar writing, either
personally or by his duly authorized attorney_in_fact.  The proxy appointment
form or similar writing shall be filed with the Secretary of the corporation
before or at the time of the meeting.  The appointment of a proxy is effective
when received by the corporation and is valid for eleven (11) months unless a
different period is expressly provided in the appointment form or similar
writing.

     Section 8.  Informal Action by Shareholders.  Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if a written consent (or counterparts thereof) that sets forth the
action so taken is signed by all of the shareholders entitled to vote with
respect to the subject matter thereof and received by the corporation.  Such
consent shall have the same force and effect as a unanimous vote of the
shareholders and may be stated as such in any document.  Action taken under
this Section 8 is effective as of the date the last writing necessary to
effect the action is received by the corporation, unless a different effective
date is specified, in which case such specified date shall be the effective
date for such action.

<PAGE>
                                ARTICLE THREE

                             Board of Directors

     Section 1.  General Powers.  All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the corporation
shall be managed under the direction of its Board of Directors, except as
otherwise provided in the Colorado Business Corporation Act or the Articles of
Incorporation.

     Section 2.  Number, Tenure and Qualifications.  The Board of Directors
shall consist of three (3) persons of the age of eighteen years or older who
need not be shareholders of the corporation or residents of Colorado.  A
Director of the corporation shall be elected at the annual meeting of the
shareholders and shall serve until the next succeeding annual meeting and
thereafter until his successor shall have been elected and qualified.

     Section 3.  Vacancies.  A vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the shareholders or the
Board of Directors.  If the Directors remaining in office constitute fewer
than a quorum of the Board, the Directors may fill the vacancy by the
affirmative vote of a majority of all the Directors remaining in office. 
Whether elected by the Directors or the shareholders, a Director shall hold
office until the next annual shareholders' meeting at which Directors are
elected.

     Section 4.  Regular Meetings.  A regular meeting of the Board of
Directors shall be held without notice immediately after and at the same place
as the annual meeting of shareholders and at such other times as shall be
fixed by the  Board.  The Board of Directors may designate any place, either
within or outside Colorado, as the place of meeting for any regular meeting.

     Section 5.  Special Meetings.  Special meetings of the Board of
Directors may be called at any time by or at the request of the President or
any of the Directors.  The person or persons authorized to call special
meetings of the Board may fix any place, either within or outside Colorado, as
the place for holding any special meeting.

     Section 6.  Notice.  Notice need not be given of regular meetings of
the Board of Directors, nor need notice be given of adjourned meetings. 
Notice of special meetings shall be given at least two (2) days prior to the
meeting by written notice either personally delivered or mailed to each
Director at his business address, or by notice transmitted by telegraph,
telex, electronically transmitted facsimile or other form of wire or wireless
communication.  If mailed, such notice shall be deemed to be given and to be
effective on the earlier of (i)  three (3) days after such notice is deposited
in the U.S. mail (postage prepaid), or (ii) the date shown on the return
receipt, if mailed by registered or certified mail return receipt requested. 
If notice is given by telex, electronically transmitted facsimile or other
similar form of wire or wireless communication, such notice shall be deemed to
be given and to be effective when sent.

     A Director may waive notice of a meeting before or after the time and
date of the meeting by a writing signed by such Director.  Such waiver shall
be delivered to the corporation for filing with the corporate records. 
Further, attendance of the Director at a meeting shall constitute a waiver of
notice of that meeting, except when the Director attends for the express
purpose of objecting to the transaction of any business at that the meeting
because the meeting was not lawfully called or convened.   Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice of such
meeting.

     Section 7.  Quorum and Voting.  A majority of the number of Directors
fixed by these Bylaws shall constitute a quorum for the transaction of
business, and the acts of a majority of Directors present at a meeting at
which a quorum is present shall constitute the acts of the Board of Directors.
 If, at any meeting of the Board of Directors, less than a quorum is present,
a majority of those present may adjourn the meeting from time to time without
further notice, for a period not to exceed sixty (60) days at any one
adjournment.

     Section 8.  Compensation.  Directors shall be entitled to receive from
the corporation such compensation and reimbursement for expenses as the Board
of Directors may determine from time to time.

     Section 9.  Committees.  The Board of Directors may, by resolution
adopted by a majority of the Board in office when the action is taken,
designate from among its members an executive committee and one or more other
committees, each of which, to the extent provided in the resolution, shall
have all the authority of the Board of Directors; except that no such
committee shall have the authority to (i) declare dividends or distributions,
(ii) approve or propose to shareholders actions or proposals required by the
Colorado Business Corporation Act to be approved by shareholders, (iii) fill
vacancies on the Board of Directors or any committee thereof, (iv) amend the
Articles of Incorporation, (v) adopt, amend or repeal the Bylaws, (vi) approve
a plan of merger not requiring shareholder approval, (vii) reduce earned or
capital surplus, (viii) authorize or approve the reacquisition of shares
unless pursuant to a general formula or method specified by the Board of
Directors, or (ix) authorize or approve the issuance or sale of, or any
contract to issue or sell, shares or designate the terms of a series of a
class of shares.  The Board of Directors shall have the power at any time to
fill vacancies in, to change the size or membership of, and to discharge any
such committee.

     Neither the designation of any such committee, the delegation of
authority to such committee, nor any action by such committee pursuant to its
authority shall alone constitute compliance by any member of the Board of
Directors or a member of the committee in question with his responsibility to
conform to the standard of care set forth in Article Three, Section 12 of
these Bylaws.

     Section 10.  Informal Action by Directors.  Any action required or
permitted to be taken at a meeting of the Directors or any committee
designated by the Board of Directors may be taken without a meeting if a
written consent (or counterparts there) that sets forth the action so taken is
signed by all of the Directors entitled to vote with respect to the action
taken.  Such consent shall have the same force and effect as a unanimous vote
of the Directors or committee members and may be stated as such in any
document.  Unless the consent specifies a different effective date, action
taken under this Section 10 is effective at the time the last Director signs a
writing describing the action taken, unless, before such time, any Director
has revoked his consent by a writing signed by the Director and received by
the President or the Secretary of the corporation.

     Section 11.  Telephonic Meetings.  Members of the Board of Directors or
any committee designated by such Board may participate in a meeting of the
Board or committee by means of communication by which all persons
participating in the meeting can hear each other during the meeting.  Such
participation shall constitute presence at the meeting.

     Section 12.  Standard of Care.  A Director shall perform his duties as
a Director, including, without limitation, his duties as a member of any
committee of the Board, in good faith, in a manner he reasonably believes to
be in the best interests of the corporation, and with the care an ordinarily
prudent person in a like position would exercise under similar circumstances. 
In performing his duties, a Director shall be entitled to rely on information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by the persons herein
designated.  However, he shall not be considered to be acting in good faith if
he has knowledge concerning the matter in question that would cause such
reliance to be unwarranted.  A Director shall not be liable to the corporation
or its shareholders for any action he takes or omits to take as a Director,
if, in connection with such action or omission, he performs his duties in
compliance with this Section 12.

     The designated persons on whom a Director is entitled to rely are (i) one
or more officers or employees of the corporation whom the Director reasonably
believes to be reliable and competent in the matters presented, (ii) legal
counsel, public accountant, or other person as to matters which the Director
reasonably believes to be within such person's professional or expert
competence, or (iii) a committee of the Board of Directors on which the
Director does not serve if the Director reasonably believes the committee
merits confidence.


                                 ARTICLE FOUR

                                  Officers

     Section 1.  Enumeration of Offices.  The corporation shall have as
officers a President, one or more Vice Presidents, a Secretary, and a
Treasurer, each of whom shall be elected by the Board of Directors.  The
corporation may also have a Chief Financial Officer, a General Counsel, and a
Controller as the Board may elect.  Such other officers as may be deemed
necessary may also be elected by the Board of Directors.  One person may hold
more than one office.  In all cases where the duties of any officer is not
prescribed by the Bylaws or by the Board of Directors, such officer shall
follow the orders and instruction of the President of the corporation.

     Section 2.  Term of Office.  The officers of the corporation shall be
elected by the Board of Directors at each annual meeting of the Board held
after each annual meeting of the shareholders or as soon thereafter as
conveniently may be.  Each officer shall hold office until a successor is
elected and qualified or until such officer's resignation, death or removal.

     Section 3.  Removal.  Any officer may be removed at any time with or
without cause by action of the shareholders, the Board of Directors or an
officer(s) authorized by the Board.

     Section 4.  Vacancies.  A vacancy in any office because of death,
resignation, removal or otherwise may be filled by the Board of Directors, or
by an officer(s) authorized by the Board, for the unexpired portion of the
officer's term.

     Section 5.  President; Powers and Duties. Subject to the direction and
supervision of the Board of Directors, the President shall be the chief
executive officer of the corporation, and shall have general and active
control of its affairs and business and general supervision of its officers,
agents and employees.  The President shall preside at all meetings of the
shareholders and the Board of Directors.  Any document may be signed by the
President or any other person who may be thereunto authorized by the President
or the Board of Directors (said authorization to be in writing and filed with
the Secretary of the corporation).


<PAGE>
     Section 6.  Vice Presidents; Powers and Duties.  Each Vice President
shall have such powers and perform such duties as may be assigned by the Board
of Directors or the President.  In case of the absence or disability of the
President, or a vacancy in the office, a Vice President designated by the
President or the Board of Directors shall exercise all the powers and perform
all the duties of the President.

     Section 7.  Secretary and Assistant Secretaries.  The Secretary shall
attend all meetings of the shareholders and the Board of Directors and shall
keep the minutes for such meetings in one or more books provided for that
purpose.  The Secretary shall be custodian of the corporate records, except
those required to be in the custody of the Treasurer or the Controller, shall
keep the seal of the corporation and shall execute and affix the seal of the
corporation to all documents duly authorized for execution under seal on
behalf of the corporation, and shall perform all of the duties incidental to
the office of Secretary, as well as such other duties as may be assigned by
the President or the Board of Directors.

     The Assistant Secretaries shall perform such of the Secretary's duties as
the Secretary shall from time to time direct.  In case of the absence or
disability of the Secretary, or a vacancy in the office, an Assistant
Secretary designated by the President or the Board of Directors, if the office
is not vacant, shall perform the duties of the Secretary.

     Section 8.  Treasurer and Assistant Treasurers; Powers and Duties.  The
Treasurer shall have care and custody of the funds and securities of the
corporation, shall deposit such funds in the name and to the credit of the
corporation with such depositories as the Treasurer shall approve, shall
disburse the funds of the corporation for proper expenses and dividends, and
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements.  The Treasurer shall perform all of the duties incident to the
office of Treasurer, as well as such other duties as may be assigned by the
President or the Board of Directors.  In the event there is no Chief Financial
Officer, the Treasurer shall perform the duties of Chief Financial Officer. 
In the event there is no Controller, the Treasurer shall also be the principal
accounting officer of the corporation and shall perform the duties incident to
the office of Controller

     The Assistant Treasurers shall perform such of the Treasurer's duties as
the Treasurer shall from time to time direct.  In case of the absence or
disability of the Treasurer, or a vacancy in the office, an Assistant
Treasurer designated by the President or the Board of Directors, if the office
is not vacant, shall perform the duties of the Treasurer.

     Section 9.  Chief Financial Officer; Powers and Duties.  The Chief
Financial Officer shall be responsible for maintaining the financial integrity
of the corporation, shall prepare the financial plans for the corporation and
shall monitor the financial performance of the corporation and its
subsidiaries, as well as performing such other duties as may be assigned by
the President or the Board of Directors.

     Section 10.  General Counsel; Powers and Duties.  The General Counsel
shall be a licensed attorney at law and shall be the chief legal officer of
the corporation.  The General Counsel shall have such power and exercise such
authority and provide such counsel to the corporation as deemed necessary or
desirable to enforce the rights and protect the property and integrity of the
corporation, shall also have the power, authority, and responsibility for
securing for the corporation all legal advice, service and counseling, and
shall perform all of the duties incident to the office of General Counsel, as
well as such other duties as may be assigned by the President or the Board of
Directors.

     Section 11.  Controller and Assistant Controllers; Powers and Duties. 
The Controller shall be the chief accounting officer of the corporation and
shall keep and maintain in good and lawful order all accounts required by law
and shall have sole control over, and ultimate responsibility for, the
accounts and accounting methods of the corporation and the compliance of the
corpora-tion with all systems of accounts and accounting regulations
prescribed by law.  The Controller shall audit, to such extent and at such
times as may be required by law or as the Controller may think necessary, all
accounts and records of corporate funds or property, by whomsoever kept, and
for such purposes shall have access to all such accounts and records.  The
Controller shall make and sign all necessary and proper accounting statements
and financial reports of the corporation, and shall perform all of the duties
incident to the office of Controller, as well as such other duties as may be
assigned by the President or the Board of Directors.

     The Assistant Controllers shall perform such of the Controller's duties
as the Controller shall from time to time direct.  In case of the absence or
disability of the Controller, or a vacancy in the office, an Assistant
Controller designated by the President or the Board of Directors, if the
office is not vacant, shall perform the duties of the Controller.

     Section 12.  Salaries.  The salaries of all officers of the corporation
shall be fixed by or in the manner provided by the Board of Directors.  If
authorized by a resolution of the Board, the salary of any officer other than
the President may be fixed by the President or a committee of the Board.  No
officer shall be disqualified from receiving a salary by reason of also being
a Director of the corporation.


                                 ARTICLE FIVE

                             Stock Certificates

     The shares of the corporation shall be represented by certificates in
such form and shall contain such information consistent with law as shall be
approved by the Board of Directors.  Such certificates shall be signed by the
President or a Vice President and by the Treasurer or an Assistant Treasurer
or by the Secretary or an Assistant Secretary of the corporation and may be
sealed with the seal of the corporation or a facsimile thereof.  Any or all of
the signatures upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
corporation itself or an employee of the corporation.  If any officer who has
signed or whose facsimile signature has been placed upon such certificate has
ceased to be such officer before the certificate is issued, it may be issued
by the corporation with the same effect as if such person were such officer at
the date of its issue.


                                 ARTICLE SIX

            Indemnification of Directors, Officers, and Employees

     Section 1.  Scope of Indemnification.

          (a)  The corporation shall indemnify an indemnified representative
against any liability incurred in connection with any proceeding in which the
indemnified representative may be involved as a party or otherwise, by reason
of the fact that such person is or was serving in an indemnified capacity,
except to the extent that any such indemnification against a particular
liability is expressly prohibited by applicable law or where a judgment or
other final adjudication adverse to the indemnified representative
establishes, or where the corporation determines, that his or her acts or
omissions (i) were in breach of such person's duty of loyalty to the
corporation or its shareholders, (ii) were not in good faith or involved
intentional misconduct or a knowing violation of law, or (iii) resulted in
receipt by such person of an improper personal benefit.  The rights granted by
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification, contribution, or advancement of expenses may be
entitled under any statute, certificate or articles of incorporation,
agreement, contract of insurance, vote of shareholders or disinterested
directors, or otherwise.  The rights of indemnification and advancement of
expenses provided by or granted pursuant to this Article shall continue as to
a person who has ceased to be an indemnified representative in respect of
matters arising prior to such time and shall inure to the benefit of the
heirs, executors, administrators, and personal representatives of such a
person.

          (b)     If an indemnified representative is not entitled to
indemnification with respect to a portion of any liabilities to which such
person may be subject, the corporation shall nonetheless indemnify such
indemnified representative to the maximum extent for the remaining portion of
the liabilities.

          (c)     The termination of a 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 indemnified representative
is not entitled to indemnification.

          (d)  To the extent permitted by law, the payment of indemnification
provided for by this Article, including the advancement of expenses pursuant
to Section 2, with respect to proceedings other than those brought by or in
the right of the corporation, shall be subject to the conditions that the
indemnified representative shall give the corporation prompt notice of any
proceeding, that the corporation shall have complete charge of the defense of
such proceeding and the right to select counsel for the indemnified
representative, and that the indemnified representative shall assist and
cooperate fully in all matters respecting the proceeding and its defense or
settlement.  The corporation may waive any or all of the conditions set forth
in the preceding sentence.  Any such waiver shall be applicable only to the
specific payment for which the waiver is made and shall not in any way
obligate the corporation to grant such waiver at any future time.  In the
event of a conflict of interest between the indemnified representative and the
corporation that would disqualify the corporation's counsel from representing
the indemnified representative under the rules of professional conduct
applicable to attorneys, it shall be the policy of the corporation to waive
any or all of the foregoing conditions subject to such limitations or
conditions as the corporation shall deem to be reasonable in the
circumstances.

          (e)  For purposes of this Article:

               (1)  "indemnified capacity" means any and all past, present, or
future services by an indemnified representative in one or more capacities as
a director, officer, employee, or agent of the corporation or, at the request
of the corporation, as a director, officer, employee, agent, fiduciary, or
trustee of another corporation, partnership, joint venture, trust, employee
benefit plan, or other entity or enterprise; any indemnified representative
serving an affiliate of the corporation in any capacity shall be deemed to be
doing so at the request of the corporation; an "affiliate of the corporation"
means an entity that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control
with, the corporation;

               (2)  "indemnified representative" means any and all directors,
officers, and employees of the corporation and any other person designated as
an indemnified representative by the Board of Directors of the corporation;

               (3)  "liability" means any damage, judgment, amount paid in
settlement, fine, penalty, punitive damage, excise tax assessed with respect
to an employee benefit plan, or cost or expense of any nature (including,
without limitation, expert witness fees, costs of investigation, litigation
and appeal costs, attorneys' fees, and disbursements); and

               (4)  "proceeding" means any threatened, pending, or completed
action, suit, appeal, or other proceeding of any nature, whether civil,
criminal, administrative, or investigative, whether formal or informal,
whether external or internal to the corporation, and whether brought by or in
the right of the corporation, a class of its security holders or otherwise.

          Section 2.  Advancing Expenses.  As provided by the Colorado
Business Corporation Act and to the maximum extent permitted by such law, the
corporation shall pay the reasonable expenses incurred in good faith by an
indemnified representative in advance of the final disposition of a proceeding
described in Section 1.  Before making any such advance payment of expenses,
the corporation shall receive an undertaking by or on behalf of the
indemnified representative to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the
corporation pursuant to this Article.  Such undertaking shall be an unlimited,
unsecured general obligation of the indemnified representative and shall be
accepted without reference to the ability of such person to make repayment. 
No advance shall be made by the corporation if a determination is reasonably
and promptly made by the Board of Directors by majority vote of a quorum of
disinterested directors, or (if such a quorum is not obtainable or, even if
obtainable, a quorum of disinterest directors so directs) by independent legal
counsel in a written opinion, that, based upon the facts known to the Board or
counsel at the time such determination is made, the indemnified representative
has acted in such a manner as to permit or require the denial of
indemnification pursuant to the provisions of Section 1.


                                ARTICLE SEVEN

                               Miscellaneous

     Section 1.  Corporate Seal.  The official seal for the corporation
shall be circular in form and shall contain the name of the corporation and
the words, "Corporate Seal" and "Colorado."

     Section 2.  Fiscal Year.  The fiscal year of the corporation shall be
as established by the Board of Directors.

     Section 3.  Waiver of Notice.  When 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 Colorado Business Corporation Act, a waiver thereof, in
writing, signed by the person entitled to such notice whether before, at, or
after the time stated therein, shall be equivalent to the giving of such
notice.

     Section 4.  Adoption or Amendment of Bylaws.  The Board of Directors
shall have power, to the maximum extent permitted by the Colorado Business
Corporation Act, to make, amend and repeal the Bylaws of the corporation at
any regular or special meeting of the Board unless the shareholders, in
making, amending or repealing a particular bylaw, expressly provide that the
Directors may not amend or repeal such bylaw.  The shareholders also shall
have the power to make, amend or repeal the Bylaws of the corporation at any
annual meeting or at any special meeting called for that purpose.

     Section 5.  Gender.  The masculine gender is used in these Bylaws as a
matter of convenience only and shall be interpreted to include the feminine
and neuter genders as the circumstances indicate.

     Section 6.  Conflicts.  In the event of any irreconcilable conflict
between these Bylaws and either the corporation's Articles of Incorporation or
applicable law, the latter shall control.