<PAGE> 1

                                                                   EXHIBIT 3.2



                             ANGELICA CORPORATION

                    INCORPORATED UNDER THE LAWS OF MISSOURI


                                   BY-LAWS

                          REVISED FEBRUARY 28, 1989

                          Amended:    July 25, 1989
                                      September 26, 1989
                                      August 25, 1992
                                      January 26, 1993
                                      March 30, 1993
                                      September 28, 1993
                                      February 22, 1994
                                      May 24, 1994
                                      November 26, 1996
                                      February 25, 1997
                                      November 25, 1997
                                      January 27, 1998
                                      February 24, 1998


<PAGE> 2

<TABLE>
                                 TABLE OF CONTENTS
<CAPTION>
                                                                                   PAGE
<S>                                                                                 <C>
ARTICLE I:  LOCATION AND OFFICES
   Section 1:1    Principal Office                                                   1
   Section 1:2    Other Offices                                                      1
   Section 1:3    Registered Office                                                  1

ARTICLE II:  SHAREHOLDERS
   Section 2:1    Annual Meeting                                                     1
   Section 2:2    Special Meetings                                                   1
   Section 2:3    Place of Meetings                                                  2
   Section 2:4    Notice of Meetings                                                 2
   Section 2:5    Quorum                                                             2
   Section 2:6    Organization                                                       3
   Section 2:7    Voting                                                             3
   Section 2:8    Election of Directors                                              3
   Section 2:9    Persons Who May Vote Certain Shares                                4
   Section 2:10   List of Shareholders Kept on File
                    Before Meeting                                                   4
   Section 2:11   Proxy                                                              4
   Section 2:12   Inspectors of Election                                             4
   Section 2:13   Notice of Shareholder Nominees                                     5
   Section 2:14   Procedures for Submission of Shareholder
                    Proposals at Annual Meeting                                      6
   Section 2:15   Conduct of Annual Meeting                                          7

ARTICLE III:  DIRECTORS
   Section 3:1    General Powers                                                     8
   Section 3:2    Number and Qualification                                           8
   Section 3:3    Term of Office                                                     8
   Section 3:4    Removal of Directors                                               9
   Section 3:5    Vacancies                                                          9
   Section 3:6    Place of Meetings                                                  9
   Section 3:7    Organization Meetings                                             10
   Section 3:8    Regular Meetings                                                  10
   Section 3:9    Special Meetings                                                  10
   Section 3:10   Quorum                                                            10
   Section 3:11   Compensation                                                      11
   Section 3:12   Actions of Directors in Lieu of Meeting                           11

ARTICLE IV:  COMMITTEES
   Section 4:1    Executive Committee                                               11
   Section 4:2    Meetings of Executive Committee                                   11
   Section 4:3    Emergency Management Committee                                    12
   Section 4:4    Other Committees                                                  12


<PAGE> 3

<CAPTION>
                                                                                   PAGE
<S>                                                                                 <C>
ARTICLE V:  OFFICERS
   Section 5:1    Officers                                                          13
   Section 5:2    Elected Officers                                                  13
   Section 5:3    Functional Responsibilities                                       15
   Section 5:4    Absence, Disability or Death - Elected
                    Officers                                                        15
   Section 5:5    Term of Office and Compensation                                   16
   Section 5:6    Removal                                                           16
   Section 5:7    Vacancies                                                         16
   Section 5:8    Bonding                                                           16
   Section 5:9    Execution of Instruments                                          16

ARTICLE VI:  CAPITAL STOCK AND DIVIDENDS
   Section 6:1    Certificates of Shares                                            17
   Section 6:2    Numbers and Data on Certificates                                  17
   Section 6:3    Cancellation of Certificates                                      18
   Section 6:4    Registration and Change of Registration                           18
   Section 6:5    Regulations for Transfer                                          18
   Section 6:6    Lost, Stolen, Destroyed or
                    Mutilated Certificates                                          19
   Section 6:7    Closing of Transfer Books and
                    Record Dates                                                    19
   Section 6:8    Dividends                                                         20

ARTICLE VII:  MISCELLANEOUS
   Section 7:1    Corporate Seal                                                    20
   Section 7:2    Resignations                                                      20
   Section 7:3    Waiver                                                            20
   Section 7:4    Amendments                                                        20
   Section 7:5    Books and Records                                                 21
   Section 7:6    Severability                                                      21

ARTICLE VIII: INDEMNIFICATION OF DIRECTORS, OFFICERS
              AND OTHERS; INSURANCE
   Section 8:1    Liabilities Covered                                               21
   Section 8:2    Procedure for Indemnification                                     22
   Section 8:3    Advance Payment of Expenses                                       23
   Section 8:4    Extent of Rights Hereunder                                        23
   Section 8:5    Purchase of Insurance                                             23
   Section 8:6    Indemnification Agreements                                        24
</TABLE>


<PAGE> 4

                                  BY-LAWS OF

                             ANGELICA CORPORATION
                             --------------------


      ARTICLE I:  LOCATION AND OFFICES
      ---------   --------------------

Principal Office.
----------------

   Section 1:1.  The principal office of the Company shall be at such place as
the Board of Directors may from time to time determine, but until a change is
effected such principal office shall be at 424 South Woods Mill Road,
Chesterfield, Missouri 63017-3406.

Other Offices.
-------------

   Section 1:2.  The Company may also have other offices, in such places
(within or without the State of Missouri) as the Board of Directors may from
time to time determine.

Registered Office.
-----------------

   Section 1:3.  The registered office of the Company shall be maintained in
the State of Missouri, and may be, but need not be, identical with the
principal office.  The registered office may be changed from time to time by
action of the Board of Directors and upon appropriate notice to the Secretary
of State.


      ARTICLE II:  SHAREHOLDERS
      ----------   ------------

Annual Meeting.
--------------

   Section 2:1.  The annual meeting of the shareholders of the Company, for
the purpose of electing Directors and for the transaction of such other
business as properly may be brought before the meeting shall be held at such
date and time as shall be set by the Board of Directors annually at the
Organizational Meeting of the Board of Directors.

Special Meetings.
----------------

   Section 2:2.  Special meetings of the shareholders may be called by the
Chief Executive Officer, by the Board of Directors, or by, the holders of not
less than 50% of all of the outstanding shares entitled to vote at such
meeting.  At the written request of a majority of the members of the Board of
Directors or of the

                                    1
<PAGE> 5

holders of not less than 50% of all of the outstanding shares entitled to
vote at such meeting, the Chairman of the Board, the President, or the
Secretary shall issue a call for a special meeting of the shareholders.

Place of Meetings.
-----------------

   Section 2:3.  All meetings of the shareholders shall be held at the
principal office of the Company, or at such other place, within or without
the State of Missouri, as stated in the notice of the meeting.

Notice of Meetings.
------------------

   Section 2:4.  Unless waived, as provided in Section 7:3 of these By-Laws,
written or printed notice of each meeting of the shareholders stating the
place, day and hour of the meeting, and, in the case of a special meeting or
where otherwise required by law, the purpose or purposes for which the
meeting is called, shall, by or at the direction of the officer or other
person calling the meeting, be delivered or given to each shareholder of
record entitled to vote at such meeting, not less than ten (10) nor more than
fifty (50) days (or such greater period as then provided by law) before the
date of the meeting, either personally or by mail.  Any notice of a
shareholders' meeting sent by mail shall be deemed to be delivered when
deposited in the United States mail, with postage thereon prepaid, addressed
to the shareholder at his address as it appears on the records of the
Company.

Quorum.
------

   Section 2:5.  A majority of the outstanding shares entitled at the time to
vote thereat, when represented either in person or by proxy at any meeting of
the shareholders, shall constitute a quorum for the transaction of business,
except as otherwise provided by law or the Articles of Incorporation; but in
the absence of such a quorum, a majority of the shares represented at the
meeting shall have the right successively to adjourn the meeting to a
specified date not longer than ninety days after such adjournment, by action
by a majority of the shares represented at such meeting and without the need
to give notice to shareholders not present at the meeting.  At such adjourned
meeting, at which a quorum shall attend, all business may be transacted which
might have been transacted at the original meeting; provided, that at such
adjourned meeting no person who would not have been entitled to vote at the
original meeting shall be permitted to vote.  Every decision by a majority of
such quorum shall be valid as an act of the Company unless a larger vote is
required by law or by the Articles of Incorporation.

                                    2
<PAGE> 6

Organization.
------------

   Section 2:6.  The Chairman of the Board or in his absence, the
Vice-Chairman of the Board, if any, or in his absence, the President, or in
his absence, a Vice-President (in the order of priority as may be prescribed
by Resolution of the Board of Directors), or in the absence of any
Vice-President, the Secretary, or in their absence any other officer (in the
order of seniority of age) shall call meetings of shareholders to order and
act as chairman thereof.  In case none of the officers is present, the
shareholders present may elect a chairman of such meeting from among their
members.  The Secretary of the Company shall act as secretary of all meetings
of the shareholders.  In his absence, or in the event he shall be acting as
chairman, the chairman may appoint any person to act as secretary.

Voting.
------

   Section 2:7.1.  Every shareholder entitled to vote at a meeting of
shareholders upon a particular question, pursuant to law or the Articles of
Incorporation, shall have one vote for each share of stock so entitled to
vote standing in his name on the books of the Company at the time fixed by
law or pursuant to these By-Laws for the determination of the right to vote
thereat.

   Section 2:7.2.  The date for determining the shareholders entitled to vote
at a meeting of shareholders shall be determined pursuant to Section 6:7 if
action thereunder shall have been taken to establish the controlling date;
otherwise, only the shareholders who are shareholders of record at the close
of business on the twentieth day preceding the date of the meeting shall be
entitled to notice of and vote at the meeting and any adjournment thereof,
with the exception that if prior to the meeting, written waivers of notice of
the meeting are signed and delivered to the Company by all shareholders of
record at the time the meeting is convened, only the shareholders who are
shareholders of record at the time the meeting is convened shall be entitled
to vote at the meeting and any adjournment thereof.

Election of Directors.
---------------------

   Section 2:8.  In all elections for Directors of the Company, each
shareholder entitled to vote for the election of Directors shall be entitled
to one vote in person or by proxy for each share having voting power.  In
each election for Directors, no shareholder shall be entitled to vote
cumulatively or to cumulate his votes.

                                    3
<PAGE> 7

Persons Who May Vote Certain Shares.
-----------------------------------

   Section 2:9.  Shares standing in the name of another corporation, domestic
or foreign, may be voted by such officer, agent or proxy as the By-Laws of
such corporation may prescribe or, in the absence of such provision, as the
Board of Directors of such corporation may determine.  Shares standing in the
name of a deceased person may be voted by his administrator or executor,
either in person or by proxy, and shares standing in the name of a guardian,
custodian, curator, or trustee, in whose name such shares are registered, may
be voted by such fiduciary, either in person or by proxy.  A shareholder
whose shares are pledged shall be entitled to vote such shares until such
shares have been transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.

List of Shareholders Kept on File Before Meeting.
------------------------------------------------

   Section 2:10.  At least ten days before each meeting of the shareholders,
the Secretary, or in the event of his absence or disability, an Assistant
Secretary, shall prepare a complete list of shareholders entitled to vote at
such meeting, arranged in alphabetical order with the address of and the
number of shares held by each, which list, for a period of ten days prior to
such meeting, shall be kept on file at the registered office of the Company
and shall be subject to inspection by any shareholder at any time during
usual business hours.  Such list shall also be produced and kept open at the
time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting.  The original share ledger
or transfer book or a duplicate thereof kept in Missouri, shall be prima
facie evidence as to who are the shareholders entitled to examine such list
or share ledger or transfer book or to vote at any meeting of the
shareholders.  Failure to comply with the requirements of this section shall
not affect the validity of any action taken at such meeting.

Proxy.
-----

   Section 2:11.  A shareholder may vote either in person or by proxy executed
in writing by the shareholder or his duly authorized attorney-in-fact.  No
proxy shall be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy.

Inspectors of Election.
----------------------

   Section 2:12.  At each meeting of the shareholders the polls shall be
opened and closed, the proxies and ballots shall be

                                    4
<PAGE> 8

received and be taken in charge, and all questions touching the qualification
of voters and validity of proxies and the acceptance or rejection of votes
shall be decided by the chairman and secretary of the meeting as judges of
election; provided, however, that upon request of any shareholder, but not
otherwise, the chairman of the meeting shall appoint not less than two
persons who are not Directors as inspectors to receive and canvass the votes
given at such meeting and certify the result to him.  Any inspector, before
he enters on the duties of his office, shall take and subscribe the following
oath, or any other oath as may be prescribed by law for such purpose, before
any officer authorized by law to administer oaths:  "I do solemnly swear that
I will execute the duties of an inspector of the election now being held with
strict impartiality, and according to the best of my ability."  In all cases
where the right to vote upon any share or shares shall be questioned, it
shall be the duty of the inspectors, if any, or the persons conducting the
vote, to examine the transfer books of the Company as evidence of shares
held, and all shares entitled to vote that may appear standing thereon in the
name of any person or persons shall be voted upon by such person or persons,
either in person or by proxy.

Notice of Shareholder Nominees.
------------------------------

   Section 2:13.  Only persons who are nominated in accordance with the
procedures set forth in this Section 2:13 shall be eligible for election as
Directors of the Company.  Nominations of persons for election to the Board
of Directors of the Company may be made at a meeting of shareholders (a) by
or at the direction of the Board of Directors or (b) by any shareholder of
the Company entitled to vote for the election of Directors at such meeting
who complies with the procedures set forth in this Section 2:13.  All
nominations by shareholders shall be made pursuant to timely notice in proper
written form to the Secretary of the Company.  To be timely, a shareholder's
notice shall be delivered to or mailed and received at the principal
executive offices of the Company not less than 30 days nor more than 60 days
prior to the meeting; provided, however, that in the event that less than 40
days' notice or prior public disclosure of the date of the meeting is given
or made to shareholders, notice by the shareholder to be timely must be so
received not later than the close of business on the 10th day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made.  To be in proper written form, such shareholder's notice
shall set forth in writing (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a Director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of Directors, or is otherwise required,
in

                                    5
<PAGE> 9

each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended, including, without limitation, such person's written
consent to being named in the proxy statement as a nominee and to serving as
a Director if elected; and (b) as to the shareholder giving the notice (i)
the name and address, as they appear on the Company's books, of such
shareholder and (ii) the class and number of shares of the Company which are
beneficially owned by such shareholder.  At the request of the Board of
Directors, any person nominated by the Board of Directors for election as
Director shall furnish to the Secretary of the Company that information
required to be set forth in a shareholder's notice of nomination which
pertains to the nominee.  In the event that a shareholder seeks to nominate
one or more Directors, the Secretary shall appoint two inspectors, who shall
not be affiliated with the Company, to determine whether a shareholder has
complied with this Section 2:13.  If the inspectors shall determine that a
shareholder has not complied with this Section 2:13, the inspectors shall
direct the chairman of the meeting to declare to the meeting that the
nomination was not made in accordance with the procedures prescribed by the
By-Laws of the Company, and the chairman shall so declare to the meeting and
the defective nomination shall be disregarded.

Procedures for Submission of Shareholder Proposals at Annual Meeting.
--------------------------------------------------------------------

   Section 2:14.  At any annual meeting of the shareholders of the Company,
only such business shall be conducted as shall have been brought before the
meeting (i) by or at the direction of the Board of Directors or (ii) by any
shareholder of the Company who complies with the procedures set forth in this
Section 2:14.  For business properly to be brought before an annual meeting
by a shareholder, the shareholder must have given timely notice thereof in
proper written form to the Secretary of the Company.  To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than 30 days nor more
than 60 days prior to the meeting; provided, however, that in the event that
less than 40 days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be
timely must be received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made.  To be in proper written form, a
shareholder's notice to the Secretary shall set forth in writing as to each
matter the shareholder 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)

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<PAGE> 10

the name and address, as they appear on the Company's books, of the
shareholder proposing such business, (iii) the class and number of shares of
the Company which are beneficially owned by the shareholder and (iv) any
material interest of the shareholder in such business.  Notwithstanding
anything in the By-Laws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this
Section 2:14.  The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 2:14,
and, if he should so determine, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not be
transacted.

Conduct of Annual Meeting.
-------------------------

   Section 2:15.  The date and time of the opening and the closing of the
polls for each matter upon which the shareholders will vote at a meeting
shall be announced at the meeting by the person presiding over the meeting.
The Board of Directors of the Company may to the extent not prohibited by law
adopt by resolution such rules and regulations for the conduct of the meeting
of shareholders as it shall deem appropriate.  Except to the extent
inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of stockholders shall have the right
and authority to prescribe such rules, regulations and procedures and to do
all such acts as, in the judgment of such chairman, are appropriate for the
proper conduct of the meeting.  Such rules, regulations or procedures,
whether adopted by the Board of Directors or prescribed by the chairman of
the meeting, may to the extent not prohibited by law include, without
limitation, the following: (i) the establishment of an agenda or order of
business for the meeting; (ii) rules and procedures for maintaining order at
the meeting and the safety of those present; (iii) limitations on attendance
at or participation in the meeting to shareholders of record of the Company,
their duly authorized and constituted proxies or such other persons as the
chairman of the meeting shall determine; (iv) restrictions on entry to the
meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by participants.
Unless, and to the extent, determined by the Board of Directors or the
chairman of the meeting, meetings of shareholders shall not be required to be
held in accordance with the rules of parliamentary procedure.

                                    7
<PAGE> 11

      ARTICLE III:  DIRECTORS
      -----------   ---------

General Powers.
--------------

   Section 3:1.  The Board of Directors shall control and manage the business
and property of the Company.  The Board may exercise all such powers of the
Company and do all lawful acts and things as are not by law, the Articles of
Incorporation, or elsewhere in these By-Laws, directed or required to be
exercised or done by the shareholders or some particular officer of the
Company.

Number and Qualification.
------------------------

   Section 3:2.  The number of Directors to constitute the Board of Directors
shall be 9, effective May 27, 1998.  Each change in the number of Directors
(made by amendment to this By-Law) shall be reported to the Secretary of
State of Missouri within thirty calendar days of such change.  Directors need
not be shareholders unless the Articles of Incorporation, as amended, shall
require that Directors be shareholders, in which case any Director who shall
cease to be a shareholder of record shall thereby be disqualified and his
office as Director shall thereupon automatically become vacant.

   Each Director shall be under the age of 72 years at the time of his
election to the Board.  If a Director attains his 72nd birthday prior to the
expiration of his term, he shall serve until the next annual meeting at which
time his office as Director shall thereupon automatically become vacant.
Notwithstanding the above, a majority of the Board of Directors may elect to
waive the age requirement for a Director/Nominee.

Term of Office.
--------------

   Section 3:3.  The Board of Directors shall be elected by the shareholders
entitled by law or the Articles of Incorporation to vote for the election of
Directors.  The Board of Directors shall be divided into three Groups, with
the terms of office of each Group ending in successive years.  Upon
expiration of a Group's initial term, all succeeding terms shall be for a
period of three (3) years, until the next applicable Annual Shareholders
Meeting.  Each Director, unless removed, resigned, disqualified, or otherwise
separated from office, shall hold office for the term for which he is elected
or until his successor shall have been elected and qualified.

                                    8
<PAGE> 12

Removal of Directors.
--------------------

   Section 3:4.  Directors may be removed at a meeting of shareholders called
expressly for such purpose in the manner provided herein and subject to the
limitations provided by law.  The entire Board of Directors may be removed,
with or without cause, by a vote of not less than 75% of all the outstanding
shares entitled to vote at such meeting.  Less than the entire Board of
Directors may be removed, with or without cause, by a vote of not less than
75% of all the outstanding shares entitled to vote at such meeting, except in
such case no Director may be removed if the votes cast against his removal
would be sufficient to elect him if then cumulatively voted at an election of
the class of Directors of which he is a part.  Such shareholders meeting
shall be held at the registered office or principal office of the Company in
Missouri or in the city or county in Missouri in which the principal business
office of the Company is located.

Vacancies.
---------

   Section 3:5.  In case of any vacancy in the Board of Directors through
death, resignation, or removal pursuant to the By-Laws or as provided by law,
of one or more of the Directors, a majority of the surviving or remaining
Directors may fill such vacancy or vacancies until the successor or
successors are elected at the next shareholders meeting for the purpose of
serving the remainder of the unexpired term.  Unless otherwise provided in
the Articles of Incorporation, vacancies on the Board of Directors resulting
from any increase in the number of Directors to constitute the Board of
Directors may be filled by a majority of Directors then in office, although
less than a quorum, or by a sole remaining Director, until the next election
of Directors by the shareholders of the Company.

Place of Meeting.
----------------

   Section 3:6.  The Board of Directors may hold its meetings at the principal
office of the Company or at such other place or places within or without the
State of Missouri as it may from time to time determine.  Members of the
Board of Directors may participate in a meeting of a Board by means of
conference telephone or similar communications equipment whereby all persons
participating in the meeting can hear each other, and participation in a
meeting in this manner shall constitute presence in person at the meeting.

                                    9
<PAGE> 13

Organization Meetings.
---------------------

   Section 3:7.  Organization meetings shall be held on a date set by the
Board of Directors, provided that such date shall be either on the same day
or a date subsequent to the Annual Meeting of Shareholders, and shall be held
at the principal office of the Corporation or at such other place within or
without the State of Missouri, as the Board may deem acceptable.  No notice
shall be required for any organization meeting.

Regular Meetings.
----------------

   Section 3:8.  The Board of Directors from time to time, by resolution, may
provide for regular meetings, which may thereafter be held at the time and
place designated, without notice thereof to the Directors; provided, however,
that any Director absent from the meeting at which such resolution was
adopted shall be notified of the adoption thereof not less than 3 days prior
to the first regular meeting to be held pursuant thereto.

Special Meetings.
----------------

   Section 3:9.  Special meetings of the Board of Directors may be called by
the Chairman of the Board, the Vice-Chairman of the Board, if any, the
President, or any two Directors, and shall be held at the time and place
(within or without the State of Missouri) specified in the call.  Unless
waived as hereinafter provided, notice of the time, place and purpose of each
special meeting shall be delivered to each Director, either in person or by
mail, postage prepaid and addressed to such Director, either at the most
recent address which he has furnished the Secretary of the Company or at his
last known resident address at least two days before such meeting.  If given
by mail, such notice shall be deemed delivered upon deposit in the United
States mail, postage prepaid, and addressed in either manner aforesaid.

Quorum.
------

   Section 3:10.  Except as otherwise provided by law, by the Articles of
Incorporation, or elsewhere in these By-Laws, a majority of the full Board of
Directors shall constitute a quorum for the transaction of business, and the
act of a majority of the Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.  In the absence of a
quorum, a majority of the Directors present at a meeting, or the Director if
there be only one present, or the Secretary if there be no Director present,
may adjourn the meeting from time to time, not to

                                    10
<PAGE> 14

exceed thirty days until a quorum be had.  No notice other than announcement
at the meeting need be given of such adjournment.

Compensation.
------------

   Section 3:11.  A Director may be entitled to receive (a) such
transportation and other expenses incident to his attendance at any meeting
of the Board of Directors or of any committee thereof of which he may be a
member as the Board of Directors from time to time may determine, and (b)
such compensation as the Board of Directors from time to time may determine.

Actions of Directors in Lieu of Meeting.
---------------------------------------

   Section 3:12.  Any action which is required to be or may be taken at a
meeting of the directors may be taken without a meeting if consents in
writing, setting forth the action so taken, are signed by all of the
Directors.  The consents shall have the same force and effect as a unanimous
vote of the Directors at a meeting duly held and may be stated as such in any
certificate or document filed pursuant to the provisions of Missouri law.
The Secretary shall file the consents with the minutes of the meetings of the
Board of Directors.


      ARTICLE IV:  COMMITTEES
      -----------  ----------

Executive Committee.
-------------------

   Section 4:1.  The Board of Directors may, at its discretion and by
resolution adopted by a majority of all the members of the Board of
Directors, designate an Executive Committee to consist of two or more
Directors, one of whom shall be designated by the Board as Chairman of the
Executive Committee.  The Board of Directors may delegate to the Executive
Committee any and all authority in the management of the Company otherwise
vested in the Board of Directors.  The Board of Directors shall have the
power at any time to expand or limit the authority of, to fill vacancies in,
to change the membership of, or to dissolve the Executive Committee.  A
majority of the members of the Executive Committee shall be sufficient to
determine its action unless the Board of Directors shall otherwise provide
for a greater percentage.

Meetings of Executive Committee.
-------------------------------

   Section 4:2.  Regular meetings of the Executive Committee may be held
without call or notice at such times and places as the Executive Committee
from time to time may fix.  Other meetings of

                                    11
<PAGE> 15

the Executive Committee may be called by any member thereof either by oral,
telegraphic or written notice not later than the day prior to the date set
for such meeting.  Such notice shall state the time and place of the meeting
and, if by telegraph or in writing, shall be addressed to each member at his
address as shown by the records of the Secretary of the Company.  Any member
may, or upon request by any member, the Secretary shall, give the required
notice calling the meeting.  The Executive Committee shall keep a record of
its proceedings, and shall regularly present such records to the Board of
Directors.  Members of the Executive Committee or any other Committee
designated by the Board of Directors may participate in a meeting of the
Committee by means of conference telephone or similar communications
equipment whereby all persons participating in the meeting in this manner
shall constitute presence in person at the meeting.

Emergency Management Committee.
------------------------------

   Section 4:3.  The Board of Directors, by resolution of a majority of the
whole Board, may appoint three or more persons to constitute an Emergency
Management Committee or otherwise designate the manner in which the
membership of such Committee shall be determined.  To the extent provided in
said resolution, and subject to the provisions of the Articles of
Incorporation and these By-Laws, such Committee shall have and may exercise
all the powers of the board of Directors in the management of the business
and affairs of the Company but only during any period when the Board of
Directors shall be unable to function by reason of vacancies therein caused
by death, resignation or otherwise, and there shall be no Director remaining
and able to fill such vacancies pursuant to Section 3:5 of Article III and
until a Board of Directors shall have been duly constituted.  Such Committee
shall, during the time it is authorized to function as provided herein, have
power to call special meetings of stockholders, to elect or appoint officers
to fill vacancies as circumstances may require and to authorize the seal of
the Company to be affixed to all papers which may require it.  Such Committee
shall make its own rules of procedure.  A majority of the Committee shall
constitute a quorum.  Any vacancy in the Committee caused by death,
incapacity, resignation or otherwise may be filled by the remaining members
though less than a quorum and any member so chosen shall serve until a Board
of Directors has been duly constituted.

Other Committees.
----------------

   Section 4:4.  Other Committees may be established from time to time by the
Board of Directors.  Such other Committees shall have such purpose(s) and
such power(s), as the Board of Directors by

                                    12
<PAGE> 16

resolution may confer.  The Board of Directors or such officer or Committee
as the Board of Directors may designate, shall have the power to appoint
members of such other Committee, to remove any member thereof and to fill any
vacancy therein, and to designate the Chairman of such other Committee.
Unless otherwise provided by the Board of Directors, a majority of the
members of such other Committee shall constitute a quorum, and the acts of a
majority of the members present at a meeting at which a quorum is present
shall be the act of such other Committee.


      ARTICLE V.  OFFICERS
      ---------   --------

   Section 5:1.  The Principal Officers of the Company shall be a Chairman of
the Board, a Vice-Chairman of the Board (if the Board shall choose to elect
one), a Chief Executive Officer, a President, one or more Executive
Vice-Presidents, one or more Vice-Presidents and/or Vice-Presidents of such
designation as the Board shall deem appropriate, a Secretary, a Treasurer,
one or more Controller(s) and such other officer or assistant officers as may
be deemed necessary and elected by the Board of Directors.  Each elected
officer shall have all powers and duties usually incident to such elected
office except as modified pursuant to the provisions of Sections 5:2 and 5:3.
Any two or more offices may be held by the same person except that the
offices of Chairman of the Board or of President and the office of the
Secretary may not be held by the same person.  Any officer elected by the
Board may be specially designated by the Board with one or more functional
titles.

Elected Officer.
---------------

   Section 5:2.  The general duties of the elected officers shall be as set
forth below:

      (a) Chairman of the Board.  The Board of Directors shall elect one of
          ---------------------
its number Chairman of the Board who shall preside at all meetings of the
shareholders and of the Board of Directors at which he may be present.  The
Chairman of the Board shall have such other powers and duties as, from time
to time, shall reside in or be assigned said office pursuant to the
provisions of subsection (h) of this Section 5:2 and of Section 5:3.

      (b) Vice-Chairman of the Board.  The Board of Directors may, in its
          --------------------------
discretion, elect one of its number Vice-Chairman of the Board who, in the
absence of the Chairman of the Board, shall preside at all meetings of the
shareholders and of the Board of Directors at which he may be present.  The
Vice-Chairman of the Board shall have such other powers and duties as, from
time to

                                    13
<PAGE> 17

time, shall reside in or be assigned said office pursuant to the provisions
of subsection (h) of this Section 5:2 and Section 5:3.

      (c) President.  When the Chairman of the Board, and the Vice-Chairman of
          ---------
the Board, if any, are absent the President shall preside at all meetings of
the Board of Directors and shall have such other powers and duties as, from
time to time shall reside in or be assigned to said office pursuant to the
provisions of subsection (h) of this Section 5:2 and of Section 5:3.

      (d) Executive Vice-President and Vice President.  Each Executive
          -------------------------------------------
Vice-President and each Vice President, of such designation as the Board has
deemed appropriate, shall have such powers and duties as, from time to time,
shall reside in or be assigned to said office pursuant to the provisions of
subsection (h) of this Section 5:2 and of Section 5:3.

      (e) Treasurer.  Subject to the authority of the Chief Financial Officer
          ---------
of the Company, if there be one, the Treasurer shall have custody of, and be
responsible for, all the funds and securities of the Company, and shall
deposit and withdraw such funds and securities in and from such banks, trust
companies, or other depositories as shall be selected by and in accordance
with the resolutions adopted from time to time by the Board of Directors.  He
shall also have such other powers and duties as, from time to time shall
reside in or be as assigned to said office pursuant to the provisions of
subsection (h) of this Section 5:2 and of Section 5:3.

      (f) Secretary.  The Secretary shall keep the minutes of the meetings of
          ---------
the shareholders, the Board of Directors (unless otherwise delegated by the
Board to one of its members), and the Executive Committee, if any, shall see
that all notices are duly given in accordance with the provisions of these
By-Laws or as required by law, be custodian of the Company's records and
seal, keep a register of the post office address of all shareholders, have
general charge of the books and records of the Company, and sign such
instruments with the President or other officers as may be required.  The
Secretary shall have such other powers and duties as, from time to time,
shall reside in or be as assigned to said office pursuant to the provisions
of subsection (h) of this Section 5:2 and of Section 5:3.

      (g) Controller.  Subject to the authority of the Chief Financial Officer
          ----------
of the Company, if there be one, the Controller shall have custody of and be
responsible for the maintenance of the books of account of the Company.  He
shall  also have such other powers and duties as, from time to time shall
reside in or be as

                                    14
<PAGE> 18

assigned to said office pursuant to the provisions of subsection (h) of this
Section 5:2 and of Section 5:3.

      (h) Other Duties and Responsibilities.  Subject to the ultimate
          ---------------------------------
authority of the Board of Directors and its Executive Committee, if there be
one, each of the officers elected or appointed by the Board of Directors,
shall have such other duties and responsibilities as may be provided by law,
and to the extent not in conflict with law, and as shall from time to time be
assigned, modified or terminated by the Chief Executive Officer or his
designee (which may be the person who is such officer's immediate superior as
shown on any Company organization chart or similar document outlining job
duties, responsibilities or accountabilities of the Company's officers as
may be in effect from time to time).

Functional Responsibilities.
---------------------------

   Section 5:3.  Chief Executive Officer.  The Chief Executive Officer shall
                 -----------------------
have active executive management of and ultimate responsibility for the
conduct of the business operations of the Company.  Such executive management
shall include the assignment of responsibilities of other elected or
appointed officers, provided however, that he may, in his sole discretion,
delegate his authority to assign the responsibilities of the other elected
officers to an officer designated by him for that purpose.  Unless such power
is otherwise delegated to some other officer, agent or proxy, the Chief
Executive Officer shall have full power and authority in behalf of the
Company:  (i) to act and to vote, as fully as the Company might do if present
at any meeting, or any adjournment thereof, of the shareholders of a
corporation in which the Company may hold stock; (ii) to waive notice of and
consent to the holding of any such meeting or adjournment; and (iii) to sign
a consent to action in lieu of any such meeting or adjournment.

Absence, Disability or Death - Elected Officers.
-----------------------------------------------

   Section 5:4.  In the absence, disability or death of any elected Officer of
the Company the duties and powers of such officer shall be performed first by
the superior of such officer, or by such superior's designee, or second by
the person who is the officer's subordinate as shown in any Company
organization chart or similar document outlining job duties, responsibilities
or accountabilities of such officer in effect from time to time.

                                    15
<PAGE> 19

Term of Office and Compensation.
-------------------------------

   Section 5:5.  The compensation of the elected or appointed officers of the
Company shall be fixed by the Board of Directors; provided, however, that the
Board of Directors may delegate to any committee or officer, other than the
holder of the office involved, the power to fix the compensation of officers.
All officers of the Company shall hold office only at the pleasure of the
Board of Directors.

Removal.
-------

   Section 5:6.  Any officer elected by the Board of Directors may be removed
by the Board of Directors with or without a hearing and with or without cause
whenever in its judgement the best interests of the Company will be served
thereby, but such removal shall be without prejudice to the contract rights,
if any, of the person so removed.

Vacancies.
---------

   Section 5:7.  Any vacancy in any office because of death, resignation,
removal, or any other cause shall be filled in the manner prescribed in these
By-Laws for the election to such office.

Bonding.
-------

   Section 5:8.  If so required by the Board of Directors, or applicable
Company policy an officer shall give bond for the faithful discharge of his
duties in such form and amount and with such sureties as the Board of
Directors may provide, but the premiums for any such bond shall be borne by
the Company.

Execution of Instruments.
------------------------

   Section 5:9.  All bills of exchange, promissory notes, and checks issued,
drawn, or made by the Company shall be signed by such officer or officers, or
such individual or individuals, as the Board of Directors may from time to
time designate therefor; provided, however, that in the absence of any such
designation, they may be signed on behalf of the Company by any two of the
following officers: The Chairman of the Board, the Vice-Chairman of the
Board, if any, the President, any Executive Vice President, any Vice-President,
and the Treasurer.  Any other contract or obligation of the Company shall be
executed by such officer or officers, or such other individual or individuals,
as the Board of Directors may direct, or, in the absence of such direction, by
the Chairman of the Board, the Vice-Chairman of the Board, if any, the


                                    16
<PAGE> 20



President, any Executive Vice-President, any Vice President (of whatever
designation he/she may have), the Secretary, the Treasurer, or an Assistant
Secretary, provided, however, that any person designated as an authorized
signer, whether by law, by action of the Board of Directors, by these By-Laws,
or otherwise, shall, without exception, obtain the prior approvals, or the
review of action, required by any resolution adopted by the Board of
Directors expressing a policy governing the execution of documents intended
to bind this Company.  The seal of the Company may be affixed to instruments
executed on its behalf by its proper officers and shall be affixed to such
instruments as required by law and as the Board of Directors may direct.
When affixed, the seal may be attested by the Secretary, an Assistant
Secretary or by such other officer as the Board of Directors may direct.


      ARTICLE VI:  CAPITAL STOCK AND DIVIDENDS
      ----------   ---------------------------

Certificates of Shares.
----------------------

   Section 6:1.  Certificates for shares of the capital stock of the Company
shall be in such form, not inconsistent with applicable law or the Articles
of Incorporation, as shall be approved by the Board of Directors, and shall
be signed by the Chairman of the Board or by the President or an Executive
Vice-President or a Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, provided that the
signatures of any such officers thereon may be facsimiles, engraved or
printed, if such certificates are signed by a transfer agent other than the
Company or its employee or by a registrar other than the Company or its
employee.  The seal of the Company shall be impressed, by original or by
facsimile, printed or engraved, on all such certificates.  In case any such
officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon any such certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may nevertheless be issued by the Company with same effect
as if such officer, transfer agent or registrar had not ceased to be such
officer, transfer agent or registrar at the date of its issue.

Numbers and Data on Certificate.
-------------------------------

   Section 6:2.  All Certificates shall be numbered as may be required by
resolution of the Board of Directors, and each shall show thereon the name of
the person owning the shares represented thereby, the number of such shares,
and the date of issue, which information shall be entered on the Company's
books.

                                    17
<PAGE> 21

Cancellation of Certificates.
----------------------------

   Section 6:3.  Every certificate surrendered to the Company for transfer or
otherwise in exchange for a new certificate shall be marked "canceled" with
the date of cancellation, and no new certificate(s) in lieu thereof shall be
issued until the former certificate(s) for an equivalent number of shares
shall have been surrendered and cancelled, except as otherwise provided in
Section 6:6 of these By-Laws.

Registration and Change of Registration.
---------------------------------------

   Section 6:4.  The names and addresses of the persons owning certificates
representing shares of stock in the Company together with the number of
shares of stock owned by them respectively shall be registered on the books
of the Company.  The Company shall register transfers of such certificates
together with the date of such transfers if the certificates are (1)
delivered and endorsed either in blank or to a specified person by the person
appearing by the certificate to be the owner of the shares represented
thereby, or (2) delivered together with a separate document containing a
written assignment of the certificate or a power of attorney to sell, assign,
or transfer the same or the share represented thereby, signed by the person
appearing by the certificate to be the owner of the shares represented
thereby (said assignment or power of attorney to be either in blank or to a
specified person), or (3) delivered together with an assignment endorsed
thereon or in a separate instrument signed by the trustee in bankruptcy,
receiver, guardian, executor, administrator, custodian, or other person duly
authorized by law to transfer the certificate on behalf of the person
appearing by the certificate to be the owner of the shares represented
thereby.  Notwithstanding the above provisions on transfers of shares, the
person in whose name shares stand on the books of the Company at the date of
the closing of the transfer books or at the record date fixed by law or
pursuant to Section 6:7 of these By-Laws shall be deemed the owner thereof
insofar as rights to receive dividends, to vote, and to have any other rights
or privileges as a shareholder.

Regulations for Transfer.
------------------------

   Section 6:5.  The Board of Directors shall have power and authority to make
such rules and regulations as it deems expedient concerning the issue,
transfer, and registration of certificates for shares of the capital stock of
the Company, and may appoint one or more transfer agents or transfer clerks
as registrars of transfer, and may require all certificates to bear the
signature of a transfer agent or transfer clerk or registrar of transfer.

                                    18
<PAGE> 22

Lost, Stolen, Destroyed or Mutilated Certificates.
-------------------------------------------------

   Section 6:6.  Upon proof satisfactory to the Chairman of the Board, or, in
his absence the President and the Secretary that any certificate for shares
of the capital stock of the Company issued and outstanding has been lost,
stolen, destroyed or mutilated, and upon due application in writing by the
person in whose name the same may stand of record on the books of the
Company, or by his legal representative, and the surrender thereof in the
case of a mutilated certificate, or, in the case of a certificate having been
lost, stolen, or destroyed, the giving of an indemnifying bond in such form
and amount and with such sureties as the Board of Directors may require, the
proper officers of the Company are authorized and empowered to issue a new
certificate or certificates to the owner thereof in lieu of the certificate
that has been lost, stolen, destroyed, or mutilated.  The Board of Directors
may delegate to any transfer agent of the Corporation the authorization of
the issue of such new certificate or certificates and the approval of the
form and amount of such indemnity bond or bonds and the surety or sureties
thereon.

Closing of Transfer Books and Record Dates.
------------------------------------------

   Section 6:7.  The Board of Directors shall have power to close the transfer
books of the Company for a period not exceeding fifty days (or such greater
period as then provided by law) preceding the date of any meeting of
shareholders or the date for payment of any dividend or the date for the
allotment of rights or the date when any change or conversion or exchange of
shares shall go into effect, or in lieu thereof may fix in advance a date not
exceeding fifty days (or such greater period as then provided by law)
preceding the date of any meeting of shareholders or the date for payment of
any dividend or the date of the allotment of rights or the date when any
change or conversion or exchange of shares shall go into effect, as a record
date for the determination of the shareholders entitled to notice of and to
vote at any such meeting and any adjournment thereof or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
shares, and in such case only shareholders of record on the date of closing
the transfer books or on the record date so fixed shall be entitled to such
notice of and to vote at such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or
to exercise such rights, as the case may be, notwithstanding any transfer of
any shares on the books of the Company after such date of closing of the
transfer books or such record date fixed as aforesaid.

                                    19
<PAGE> 23

Dividends.
---------

   Section 6:8.  Subject to any and all limitations upon the payment of
dividends imposed by law or by the Articles of Incorporation, the Board of
Directors, in its discretion, may from time to time declare and cause to be
paid dividends upon the outstanding shares of the capital stock of the
Company in cash, property, shares of the capital stock of the Company, or any
combination thereof.


      ARTICLE VII:  MISCELLANEOUS
      -----------   -------------

Corporate Seal.
--------------

   Section 7:1.  The Board of Directors shall provide a suitable seal,
containing the name of the Company, which seal shall be in the custody of the
Secretary, and may provide for one or more duplicates thereof to be kept in
the custody of the Treasurer and Assistant Treasurer and/or Assistant
Secretary.

Resignations.
------------

   Section 7:2.  Any Director or Officer of the Company may resign such office
at any time by giving written notice to the Chairman of the Board of
Directors, the President, or the Secretary.  Such resignation shall take
effect at the date of the receipt of such notice, or at any later time
specified therein, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

Waiver.
------

   Section 7:3.  Whenever any notice is required to be given by law, the
Articles of Incorporation, or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to such notice, or a duly authorized
representative of such person, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.  Presence
at a meeting of shareholders or of Directors shall constitute a waiver of
notice except where the shareholder or Director states that he is present
solely for the purpose of objecting to the transaction of business because
the meeting was not lawfully called or convened.

Amendments.
----------

   Section 7:4.  The Board of Directors, provided the power conferred hereby
shall not be inconsistent with the Articles of

                                    20
<PAGE> 24

Incorporation or applicable law, shall have power to make, amend and repeal
the By-Laws of the Company by a vote of a majority of all of the members of
the Board of Directors at any organization, regular or special meeting of the
Board, provided that notice of intention to make, amend or repeal the
By-Laws, in whole or in part shall have been given at the next preceding
meeting; or, without any such notice, by a vote of 2/3 of all of the members
of the Board of Directors.

Books and Records.
-----------------

   Section 7:5.  Except as the Board of Directors may from time to time direct
or as may be required by law, the Company shall keep its books and records at
its principal office.

Severability.
------------

   Section 7:6.  If any word, clause or provision of these By-Laws shall, for
any reason, be determined to be invalid or ineffective, the provisions hereof
shall not otherwise be affected thereby and shall remain in full force and
effect.


      ARTICLE VIII:     INDEMNIFICATION OF DIRECTORS,
      ------------
                        OFFICERS AND OTHERS; INSURANCE
                        ------------------------------

Liabilities Covered
-------------------

   Section 8:1(a).  The Company shall indemnify any person who was, or is
threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer
of the Company or (at the request of the Company and in addition to his or
her service as a director or officer of the Company) is or was serving as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, 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
proceedings, to the full extent and under the circumstances permitted by law.
For the purposes of this ARTICLE VIII, "officer" shall mean each person
elected, or requested to serve, as an officer by the Board of Directors of
the Company and any other person serving as an officer shall not be an
officer for the purposes of this ARTICLE VIII but may be indemnified as an
employee or agent of the Company or other enterprise.

                                    21
<PAGE> 25

   Section 8:1(b).  In addition, the Company may (but shall not be obligated
to) indemnify any person who was or is threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is
or was an employee or agent of the Company or is or was serving at the
request of the Company as an employee or agent of another corporation,
partnership, joint venture, trust 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 proceedings, to the full extent and under the circumstances permitted by
law.

   Section 8:1(c).  The Company shall not be obligated to indemnify any person
in connection with his service as a director, officer, employee or agent of a
constituent corporation merged into or consolidated with the Company, or his
service at the request of such a constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise; provided, however, such person may be
indemnified, to the full extent and under the circumstances permitted by law,
if in connection with such merger or consolidation, the Board of Directors of
the Company so directs or the agreement providing for such merger or
consolidation so provides.

   Section 8:1(d).  If this Section 8:1 is approved by a vote of the
stockholders of the Company, indemnification shall or may (as the case may
be) be provided hereunder unless the conduct of the person to be indemnified
is finally adjudged to have been knowingly fraudulent, deliberately dishonest
or willful misconduct.

   Section 8:1(e).  Notwithstanding anything set forth herein, no indemnity
shall be paid by the Company (i) in respect of remuneration paid to any
person if it shall be determined by a final judgment or other final
adjudication that such remuneration was in violation of law, or (ii) on
account of any suit in which judgment is rendered against any person (seeking
indemnification hereunder) for an accounting of profits made from the
purchase or sale by such person of securities of the Company pursuant to the
provisions of Section 16(b) of the Securities Exchange Act of 1934 and
amendments thereto or similar provisions of any federal, state or local
statutory law.

Procedures for Indemnification.
------------------------------

   Section 8:2.  Any indemnification under Section 8:1(a) of this ARTICLE VIII
(unless ordered by a court) shall be made by the

                                    22
<PAGE> 26

Company unless a determination is reasonably and promptly made that
indemnification is not proper in the circumstances because the person to be
indemnified has not satisfied the conditions set forth in such Section 8:1.
Any indemnification under Section 8:1(b) of this ARTICLE VIII (unless ordered
by a court) shall be made as authorized in a specified case upon a
determination that indemnification is proper in the circumstances because the
person to be indemnified has satisfied the conditions set forth in such
Section 8:1.  Any such determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

Advance Payment of Expenses.
---------------------------

   Section 8:3(a).  With respect to any person entitled to be indemnified
under Section 8:1(a) of this ARTICLE VIII, expenses incurred in defending a
civil or criminal action, suit or proceeding shall be paid by the Company in
advance of the final disposition of the action, suit or proceeding upon
receipt of an undertaking by or on behalf of the person seeking such advance
to repay such amount if it shall ultimately be determined that such person is
not entitled to be indemnified by the Company as authorized in this ARTICLE
VIII.

   Section 8:3(b).  With respect to any person who may be indemnified under
Section 8:1(b) of this ARTICLE VIII, expenses incurred in defending a civil
or criminal action, suit or proceeding  may be paid by the Company in advance
of the final disposition of the action, suit or proceeding as authorized by
the Board of Directors in a specific case upon receipt of an undertaking by
or on behalf of the person seeking such indemnification to repay such amount
unless it shall ultimately be determined that he is entitled to be
indemnified by the Company as authorized in this ARTICLE VIII.

Extent of Rights Hereunder.
--------------------------

   Section 8:4.  The foregoing rights of indemnification shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any By-Law, agreement, vote of stockholders of disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or other

                                    23
<PAGE> 27

agent and shall inure to the benefit of the heirs, executors and administrators
of such person.

Purchase of Insurance.
---------------------

   Section 8:5.  The directors may authorize, to the extent permitted by The
General and Business Corporation Law of Missouri, as in effect and applicable
from time to time, the purchase and maintenance of insurance on behalf of any
person who is or was a director, officer, employee or agent of the Company or
is or was serving at the request of the Company as a director, officer,
employee or agent of another company, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by
him in such capacity or arising out of his status as such, whether or not the
Company would have the power to indemnify him against such liability under
the provisions of The General and Business Corporation Law of Missouri.

Indemnification Agreements.
--------------------------

   Section 8:6.  With respect to any of the persons who shall or may be
indemnified pursuant to Section 8:1 of this ARTICLE VIII, the Company may
enter into written agreements providing for the mandatory indemnification of
such persons in accordance with the provisions of this ARTICLE VIII.  In the
event of any conflict between the provisions of this ARTICLE VIII and the
provisions of an indemnification agreement adopted by the stockholders, the
terms of such agreement shall prevail.

                                    24