E-19
                           BYLAWS
                             OF
                    FULTON VENTURES, INC.


                          ARTICLE I
                       INDENTIFICATION

      Section  1.   Principal  and Registered  Office.   The
principal office of the Corporation shall be located at  200
E 900th Street, Suite 26-H, New York, New York 10128 and the
registered  office of the Corporation shall  be  located  at
Laughlin  Associates, 1000 East William Street,  Suite  100,
Carson City, Nevada, 89701.

      The  address  of  either the principal  or  registered
office may be changed by the Board of Directors.

      Section  2.  Other Offices.  The Corporation may  have
such  other offices, either within or without the  State  of
Nevada,  as the Board of Directors may designate or  as  the
business affairs of the Corporation may require from time to
time.

                         ARTICLE II
                  MEETINGS OF SHAREHOLDERS

      Section  1.   Place  of  Meetings.   All  meetings  of
shareholders  shall be held at the principal office  of  the
Corporation,  or  at  such  other place,  either  within  or
without the State of Nevada, as shall be designated  in  the
notice  of the meeting or agreed upon by a majority  of  the
shareholders entitled to vote thereat.

     Section 2.  Annual Meetings.  The annual meeting of the
shareholders  shall be held at the principal office  of  the
Corporation on the first Tuesday in march of each  year,  if
not  a  legal holiday, but if a legal holiday, then  in  the
next  day following not a legal holiday, for the purpose  of
electing   directors  of  the  Corporation   and   for   the
transaction  of  such  other business  as  may  be  properly
brought before the meeting.

      Section 3.  Substitute Annual Meeting.  If the  annual
meeting shall not be held on the day designated by these by-
laws,   a  substitute  annual  meeting  may  be  called   in
accordance with the provisions of Section 4 of this Article.
A  meeting so called shall be designated and treated for all
purposes as the annual meeting.

      Section 4.  Special Meeting.  Special meetings or  the
shareholders  may  be called at any time by  the  President,
Secretary  or Board of Directors of the Corporation,  or  by
any  shareholder  pursuant to the  written  request  of  the
holder of not less then one-tenth of all the shares entitled
to vote at the meeting.

      Section  5.  Notice of Meetings.  Written  or  printed
notice  stating the time and place of the meeting  shall  be
delivered not less than ten nor more than fifty days before

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the date of any shareholders' meeting, either personally  or
by  mail,  by  or  at  the direction of the  President,  the
Secretary  ,  or other person calling the meeting,  to  each
shareholder of record entitled to vote at such meeting.   If
mailed,  such  notice shall be deemed to be  delivered  when
deposited  in  the  United  States  mail  addressed  to  the
shareholder  at his address as it appears on the  record  of
shareholders  of  the  Corporation,  with  postage   thereon
prepaid.

      In  this  case  of a special meeting,  the  notice  of
meeting shall specifically state the purpose or purposes for
which the meeting is called; but in the case of an annual or
substitute  annual meeting, the notice of meeting  need  not
specifically  state  the business to be  transacted  thereat
unless such a statement is required by the provision of  the
State of Nevada.

      When  a meeting is adjourned for thirty days or  more,
notice  of  the adjourned meeting shall be given as  in  the
case  of  an original meeting.  When a meeting is  adjourned
for  less than thirty days in any one adjournment, it is not
necessary to give any notice of the adjourned meeting  other
than by announcement at the meeting at which the adjournment
is taken.

      Section  6.   Voting Lists.  At least ten days  before
each   meeting   of  shareholders  the  Secretary   of   the
Corporation  shall  prepare  an  alphabetical  list  of  the
shareholders  entitled  to  vote  at  such  meeting  or  any
adjournment  thereof,  with the address  of  and  number  of
shares held by each, which list shall be kept on file at the
registered  office of the Corporation for a  period  of  ten
days  prior  to  such  meeting,  and  shall  be  subject  to
inspection by any shareholder during the whole time  of  the
meeting.

      Section  7.   Quorum.  A majority of  the  outstanding
shares  of the Corporation entitled to vote, represented  in
person  or by proxy, shall constitute a quorum at a  meeting
of shareholders.

      The  shareholders at a meeting at which  a  quorum  is
present  may  continue  to  do business  until  adjournment,
notwithstanding  the  withdrawal of enough  shareholders  to
leave less than a quorum.

      In  the  absence  of a quorum at the  opening  of  any
meeting of shareholders, such meeting may be adjourned  from
time  to time by a vote of the majority of the shares voting
on  the  motion to adjourn; and at any adjourned meeting  at
which  a  quorum is present, any business may be  transacted
which might have been transacted at the original meeting.

      Section  8.  Proxies.  Shares may be voted  either  in
person  b  one or more agents authorized by a written  proxy
executed  by  the  shareholder or  by  his  duly  authorized
attorney-in-fact.

      A  proxy  is not valid after the expiration of  eleven
months  from  the date of its execution, unless  the  person
executing it specifies therein the length of time for  which
it


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  is to continue in force, or limits its use to a particular
meeting,  but no proxy shall be valid after ten  years  from
the date of its execution.

      Section 9.  Voting of Shares.  Each outstanding  share
entitled  to  vote  shall be entitled to one  vote  on  each
matter submitted to a vote at a meeting of shareholders.

      Except  in the election of directors, the  vote  of  a
majority  of the shares voted on any matter at a meeting  of
shareholders at which a quorum is present shall be  the  act
of  the  shareholders on the matter, unless the  vote  of  a
greater number is required by law or by the charter  or  by-
laws of this corporation.

      Shares  of  its  own stock owned by  the  Corporation,
directly or indirectly, through a subsidiary corporation  or
otherwise,  or  held directly or indirectly in  a  fiduciary
capacity by it or by a subsidiary corporation, shall not  be
voted at any meeting and shall not be counted in determining
the total number of outstanding shares at a given time.

      Section 10.  Cumulative Voting.  No Shareholder  shall
have the right of Cumulative Voting unless required by law.

      Section  11.   Informal Action by  Shareholders.   Any
action  which  may be taken at a meeting of the shareholders
may  be  taken  without a meeting if a consent  in  writing,
setting forth the action so taken, shall b4e signed  by  all
the  persons who would be entitled to vote upon such  action
at   a  meeting,  and  filed  with  the  Secretary  of   the
Corporation to be kept as part of the corporate records.

      Section 12.  Indemnification.  Fulton Ventures  hereby
adopts  a resolution to indemnify the officers and directors
of  the  corporation  from and against any  liability  which
might  be  asserted  against them for  actions  taken  while
serving  in  their respective capacities on  behalf  of  the
corporation  or  at  its  request.   The  corporation   will
indemnify and hold harmless all officers and directors  from
and  against  liability  and litigation  expense,  including
reasonable  attorneys fees, arising out of their  status  as
such  or  their  activities in any of  their  capacities  as
officers   or  directors.   No  indemnification   shall   be
permitted  is  such indemnification is clearly  in  conflict
with the best interests of the corporation.

      It  is  further  resolved that the  corporation  shall
indemnify  and  hold  harmless  all  of  its  officers   and
directors for claims made of liabilities asserted  prior  to
the adoption of this resolution and for that purpose and  to
the  extent,  this resolution is ratified,  authorized,  and
approved by the Shareholders of the corporation.

     In accordance with this resolution, the corporation may
advance  expenses in defending any civil or criminal  action
prior   to   its   final  disposition  if  the  Shareholders
authorizes  it in an particular case and if the  person  for
whose  benefit such expenses are paid shall agree  to  repay
the  corporation  unless it shall be  ultimately  determined
that he is entitled to be indemnified by the corporation.


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<PAGE>

                         ARTICLE III
                     BOARD OF DIRECTORS

     Section  1.      General  Powers.   The  business   and
affairs of the Corporation shall be managed by its Board  of
Directors.

     Section  2.      Number, Term and Qualifications.   The
number  of  directors of the Corporation shall be  not  less
than  that  required  by law nor more than which allowed  by
law.
      The  Directors  shall  be elected  at  the  annual  or
adjourned  annual  meeting of the  shareholders  (except  as
herein otherwise provided for the filling of vacancies)  and
each   director   shall  hold  office   until   his   death,
resignation,  retirement, removal  disqualifiction,  or  his
successor shall have been elected and qualified.

      Directors need not be residents of the State of Nevada
or shareholders of the Corporation.

     Section 3.     Removal.  Any director may be removed at
any time with or without cause by a vote of the shareholders
holding  a  majority of the outstanding shares  entitled  to
vote at an election of directors.

     Section 4.     Vacancies.  Any vacancy occurring in the
Board of Directors may be filled by the affirmative vote  of
a  majority of the remaining directors even though less than
a quorum or by the sole remaining director.

      Any  vacancy created by an increase in the  authorized
number of directors shall be filled only by election  at  an
annual  meeting  or  at  a special meeting  of  shareholders
called for that purpose.

     Any director elected to fill a vacancy shall be elected
for  the unexpired term of his predecessor in office.  At  a
special meeting of shareholders the shareholders may elect a
director to fill any vacancy not filled by the directors.

      Section 5.     Chairman of the Board.  There may be  a
Chairman  of the Board of Directors elected by the directors
from  their number at any meeting of the Board. of Directors
and  perform  such other duties as may be  directed  by  the
Board.

      Section  6.     Compensation.  The Board of  Directors
may  compensate directors for their services as such and may
provide  for  the  payment  of  all  expenses  incurred   by
directors in attending regular and special meetings  of  the
Board.

                         ARTICLE IV
                    MEETINGS OF DIRECTORS

      Section 1.     Regular Meeting.  A regular meeting  of
the  Board of Directors shall be held immediately after, and
at the same place as, the annual meeting of

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shareholders.   In  addition, the  Board  of  Directors  may
provide, by resolution, the time and place, either within or
without  the State of Nevada, for the holding of  additional
regular meetings.

      Section 2.     Special Meetings.  Special meetings  of
the board of Directors may be called by or at the request of
the  President or any two directors.  Such meetings  may  be
held either within or without the State of Nevada.

     Section 3.     Notice of Meetings.  Regular meetings of
the Board of Directors may be held without notice.

      The person or persons calling a special meeting of the
Board  of  Directors shall, at least three days  before  the
meeting,   give  notice  thereof  by  any  usual  means   of
communication.  Such notice need not specify the purpose for
which the meeting is called.

      Section 4.     Waiver by Attendance.  Attendance by  a
director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting  for
the  express purpose of objecting to the transaction of  any
business  because  the  meeting is not  lawfully  called  or
convened

     Section  5.      Quorum.  A majority of the  number  of
directors fixed by these
by-laws  shall  constitute a quorum for the  transaction  of
business at any meeting of the Board of Directors.

      Section  6.     Manner of Acting.  Except as otherwise
provided  in these by-laws, the act of the majority  of  the
directors present at a meeting at which a quorum is  present
shall be the act of the Board of Directors.

      Section  7.     Presumption of Assent.  A director  of
the Corporation who is present at a meeting of the Board  of
Directors at which action on any corporate matter  is  taken
shall  be  presumed  to have assented to  the  action  taken
unless  his  contrary vote is recorded  or  his  dissent  is
otherwise entered in the minutes of the meeting or unless he
shall  file  his  written dissent to such  action  with  the
person  acting  as the secretary of the meeting  before  the
adjournment  thereof  or  shall  forward  such  dissent   by
registered  mail  to  the Secretary  immediately  after  the
adjournment of the meeting.  Such right to dissent shall not
apply to a director who voted in favor of such action.

      Section  8.     Informal Action by Directors.   Action
taken  by  a majority of the directors without a meeting  is
nevertheless Board action if written consent to  the  action
in  question is signed by all directors and filed  with  the
minutes of the proceedings of the Board, whether done before
or after the action so taken

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<PAGE>




                          ARTICLE V
                     EXECUTIVE COMMITTEE

      Section  1.     Creation.  The Board of Directors,  by
resolution adopted by a majority of the number of  directors
fixed  by these by-laws, may designate two or more directors
to constitute an Executive Committee, which committee, which
committee, to the extent provided in such resolution,  shall
have  and may exercise all of the authority of the Board  of
Directors in the management of the Corporation.

      Section 2.     Vacancy.  Any vacancy occurring  in  an
Executive  Committee shall be filled by a  majority  of  the
number  of directors fixed by these by-laws at a regular  or
special meeting of the Board of Directos.

      Section  3.      Removal. Any member of any  Executive
Committee  may be removed at any time with or without  cause
by  a majority of the number of directors fixed by these by-
laws.

      Section  4.      The  Executive Committee  shall  keep
regular  minutes of its proceeding and report  same  to  the
Board when required.

       Section  5.      Responsibility  of  Directors.   The
designation  of  an Executive Committee and  the  delegation
thereto of authority shall not operate to relieve the  Board
of  Directors,  or any member thereof, of any responsibility
or liability imposed upon it or him by law.

      If  action  taken  by an Executive  Committee  is  not
thereafter formally considered by the Board, a director  may
dissent  from  such  action by filing his written  objection
with the Secretary with reasonable promptness after learning
of such action.

                         ARTICLE VI
                           OFFICES

      Section  1.      Officers  of  the  Corporation.   The
officers of the Corporation shall consist of a President,  a
Secretary,  a Treasurer and such Vice-Presidents,  Assistant
Treasurers as the Board of Directors may from time  to  time
elect.  In addition, the Board of Directors may from time to
time  elect a Chairman of the Executive Committee.  Any  two
or  more  offices  may be held by the same  person,  but  no
officer  may act in more than one capacity where  action  of
two or more officers is required.

      Section 2.     Election and Term.  The officers of the
Corporation  shall be elected by the Board of Directors  and
each officer shall hold office until the death, resignation,
retirement, removal, disqualification or his successor shall
have been elected and qualified.

       Section   3.       Compensation  of  Officers.    The
compensation  of  all officers of the Corporation  shall  be
fixed  by the Board of Directors and no officer shall  serve
the

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<PAGE>

Corporation  in any other capacity and receive  compensation
therefor  unless such additional compensation be  authorized
by the Board of Directors.

      Section  4.      Removal of Officers and Agents.   Any
officer  or  agent  elected or appointed  by  the  Board  of
Directors may be removed by the Board with or without cause;
but  such removal shall be without prejudice to the contract
rights, if any, of the person so removed.

      Section 5.     Bonds.  The Board of Directors  may  be
resolution  require any officer, agent, or employee  of  the
Corporation to give bond to the Corporation, with sufficient
sureties  conditioned  on the faithful  performance  of  the
duties  of his respective office or position, and to  comply
with  such  other  conditions as may from time  to  time  be
required by the Board of Directors.

      Section 6.     President.  The President shall be  the
principal executive officer of the Corporation and,  subject
to  the  control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the
Corporation.

      He shall, when present, preside at all meetings of the
shareholders.   He  shall  sign,  with  the  Secretary,   as
Assistant  Secretary,  or any other proper  officer  of  the
Corporation thereunto authorized by the Board of  Directors,
certificates  for  shares  of the  Corporation,  any  deeds,
mortgages, bonds, contracts, or other instruments which  the
Board of Directors has authorized to be executed, except  in
cases  where  the  signing and execution  thereof  shall  be
expressly delegated by the Board of Directors or by these by-
laws  to some other officer or agent of the Corporation,  or
shall be required by law to be otherwise signed or executed;
and  in  general  shall perform all duties incident  to  the
office  of  President  and  such  other  duties  as  may  be
prescribed by the Board of Directors from time to time..

      Section 7.     Vice-President.  In the absence of  the
President or in the event of his death, inability or refusal
to  act, the Vice-Presidents in the order of their length of
service  as Vice-Presidents, unless otherwise determined  by
the  Board  of  Directors, shall perform the duties  of  the
President, and when so acting shall have all the  powers  of
and  be  subject to all the restrictions upon the President.
Any  Vice-President  may  sign, with  the  Secretary  or  an
Assistant   Secretary,  certificates  for  shares   of   the
Corporation;  and shall perform such other  duties  as  from
time  to  time  may be assigned to him by the  President  of
Board of Directors.

      Section  8.     Secretary.  The Secretary shall:   (a)
keep  the  minutes of the meetings of shareholders,  of  the
Board of Directors and of all Executive Committees in one or
more  books  provided for the purposes;  (b)  see  that  all
notices are duly given in accordance with the provisions  of
these by-laws or as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents
the  execution  of which on behalf of the Corporation  under
its seal is duly authorized; (d) Keep a register of the post
office address of each shareholder; (e) sign with President,
or Vice President, certificates for

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shares of the Corporation, the issuance of which shall  have
been authorized by resolution of the Board of Directors; (f)
have  general  charge  of the stock transfer  books  of  the
Corporation; and (g) in general perform all duties  incident
to  the  office of Secretary and such other duties  as  from
time  to time may be assigned to him by the President or  by
the Board of Directors.

      The  Secretary shall keep, or cause to be kept in  the
State  of  at the Corporation's principal place of business,
and  in  the State of Nevada at the Corporation's Registered
Office,  a record of the Corporation's shareholders,  giving
the  names and addresses of all shareholders and the  number
and class of shares held by each.

      Section 9.     Assistant Secretaries.  In the  absence
of  the Secretary or in the event of his death, inability or
refusal  to act, the Assistant Secretaries in the  order  of
their  length  of  service as Assistant Secretaries,  unless
otherwise  determined  by  the  Board  of  Directors,  shall
perform the duties of the Secretary, an when so acting shall
have   all  the  powers  of  and  be  subject  to  all   the
restrictions  upon the Secretary.  They shall  perform  such
other duties as may be assigned to them by the Secretary, by
the President, or by the Board of Directors.

      Any  Assistant Secretary may sign, with the President,
certificates for shares of the Corporation.

      Section  10.    Treasurer.  The Treasurer  shall;  (a)
have  charge and custody of and be responsible for all funds
and securities of the Corporation; receive and give receipts
for  monies  due  and  payable to the Corporation  from  any
source  whatsoever, and deposit all such monies in the  name
of  the  Corporation  in  such  depositiories  as  shall  be
selected  in accordance with the provisions of Article  VII,
Section 4, of these By-laws; and (b) in general perform  all
of the duties as from time to time may be assigned to him by
the  President or by the Board of Directors, or by these By-
laws.

     The Treasurer shall prepare, or cause to be prepared, a
true  statement of the Corporation's assets and  liabilities
as  of  the  close  of each fiscal year, all  in  reasonable
detail,  which  statement shall be made  and  filed  at  the
Corporation's  registered  office  or  principal  place   of
business  in the State of New York within four months  after
the end of such fiscal year and thereat kept available for a
period of at least ten years.  Such statement shall include,
when  applicable, a statement of the then current conversion
ratio  of any outstanding securities and a statement of  the
number of shares covered by any outstanding options and  the
price at which the options are excersisable.

      Section 11.    Assistant Treasurers. In the absence of
the  Treasurer  or in the event of his death,  inability  or
refusal  to  act the Assistant Treasurers in  the  order  of
their  Length  of  service  as Assistant  Treasurer,  unless
otherwise  determined  by  the  Board  of  Directors,  shall
perform  the  duties  of  the  Treasurer,  unless  otherwise
determined  by  the  Board of Directors, shall  perform  the
duties  of the Treasurer, and when so acting shall have  all
the  powers  of and be subject to all the restrictions  upon
the Treasurer.  They shall perform

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such  other  duties  as  maybe  assigned  to  them  by   the
Treasurer, by the President, or by the Board of Directors.

      Section 12.    Chairman of the Board.  The Chairman of
the  Board,  who  shall be chosen from among the  Directors,
shall  preside at all meetings of the Board of Directors  if
present,  and shall, in general, perform all duties incident
to the office of Chairman of the Board and such other duties
as  from time to time may be assigned to him by the Board of
Directors.

      Section  13.     Chairman of the Executive  Committee.
The Chairman of the Executive Committee, who shall be chosen
by   and  from  among  the  Directors,  shall  have  general
supervision and direction over the business and  affairs  of
the  Corporation, subject, however, to the  control  of  the
Board  of Directors and the Executive Committee.  He  shall,
in general, perform all duties incident to the office of the
Chairman of the Executive Committee and such other duties as
from  time  to time may be assigned to him by the  Board  of
Directors or the Executive Committee.

                         ARTICLE VII
            CONTRACT, LOANS, CHECKS AND DEPOSITS

      Section 1.     Contracts.  The Board of Directors  may
authorize any officer or officers, agent or agents to  enter
into  any contract or execute and deliver any instrument  in
the  name  of  and  on behalf of the Corporation,  and  such
authority  may  be  general  or  confined  to  the  specific
instances.

      Section 2.     Loans.  No loans shall be contracted on
behalf  of  the Corporation and no evidence of  indebtedness
shall  be  issued  in  its  name  unless  authorized  by   a
resolution of the Board of Directors.  Such authority  shall
be general or confirmed to specific instances.

      Section 3.     Checks and Drafts.  All checks,  drafts
or other orders for the payment of money, issued in the name
of  the  Corporation, shall be signed  by  such  officer  or
officers,  agent or agents of the Corporation  and  in  such
manner  as  shall  from  time  to  time  be  determined   by
resolution of the Board of Directors.

      Section 4.     Deposits.  All funds of the Corporation
not other wise employed shall be deposited from time to time
to the credit of the Corporation in such depositories as the
Board of Directors may select.

                        ARTICLE VIII
         CERTIFICATES FOR SHARES AND THEIR TRANSFER

      Section  1.     Certificates for Shares.  Certificates
representing shares of the Corporation shall be in such form
as  shall  be  determined by the Board  of  Directors.   The
Corporation  shall  issue and deliver  to  each  shareholder
certificates  representing all fully paid  shares  owned  by
him.   Certificates shall be signed by the  President  or  a
Vice-

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President  and by the Secretary or Treasurer or an Assistant
Secretary  or  Assistant Treasurer.   All  certificates  for
shares   shall   be  consecutively  numbered  or   otherwise
identified.  The name and address of the person to whom  the
shares  represented thereby are issued, with the number  and
class  of shares and the date of issue, shall be entered  on
the stock transfer books of the Corporation.

      Section 2.     Transfer of Shares.  Transfer of shares
of  the Corporation shall be made only on the stock transfer
books of the Corporation by the holder of record thereof  or
by  his  legal  representative,  who  shall  furnish  proper
evidence  of  authority  to transfer,  or  by  his  attorney
thereunto authorized by power of attorney duly executed  and
filed  with the Secretary, and on surrender for cancellation
of the Certificate for such shares.

       Section  3.      Lost  Certificate.   The  Board   of
Directors may direct a new certificate to be issued in place
of  any certificate to be issued in place of any certificate
theretofore issued by the Corporation claimed to  have  been
lost or destroyed, upon receipt of an affidavit of such fact
from  the person claiming the certificate of stock  to  have
been  lost or destroyed.  When authorizing such issue  of  a
new  certificate, the Board of Directors shall require  that
the  owner  of  such lost or destroyed certificate,  or  his
legal representative give the Corporation a bond in such sum
as  the Board may direct as indemnity against any claim that
may  be  made  against the Corporation with respect  to  the
certificate  claimed to have been lost or destroyed,  except
where the Board of Directors by resolution finds that in the
judgment of the Directors the circumstances justify omission
of a bond.

     Section 4.     Closing Transfer Books and Fixing Record
Date.  For the purpose of determining shareholders  entitled
to  notice  of or to vote at any meeting of shareholders  or
any  adjournment thereof, or entitled to receive payment  of
any  dividend,  or  in  order to  make  a  determination  of
shareholders  for  any other proper purpose,  the  Board  of
Directors may provide that the stock transfer books shall be
closed  for a stated period but not to exceed, in any  case,
fifty days.  If the stock transfer books shall be closed for
the  purpose of determining shareholders entitled to  notice
of or so vote at a meeting of shareholders, such books shall
be  closed for at least ten days immediately proceeding such
meeting.

      In lien of closing the stock transfer books, the Board
of  Directors may fix in advance a date as the  record  date
for any such determination of shareholders, such record date
in any case to be not more than fifty days and, in case of a
meeting  of shareholders, not less than ten days immediately
preceding the date on which the particular action, requiring
such determination of shareholders, is to be taken.

      If  stock transfer books are not closed and no  record
date is fixed for the determination of shareholders entitled
to  notice  of  or to vote at a meeting of shareholders,  or
shareholders entitled to receive payment of a dividend,  the
date on which notice of the meeting is mailed or the date on
which  the  resolution of the Board of  Directors  declaring
such  dividend is adopted as the case may be, shall  be  the
record date for such determination of shareholders.

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      When a determination of shareholders entitled to  vote
at  any meeting of shareholders has been made as provided in
this   section,  such  determination  shall  apply  to   any
adjournment thereof except where the determination has  been
made through the closing of the stock transfer books and the
stated period of closing has expired.

      Section 5.     Holder of Record.  The Corporation  may
treat as absolute owners of shares the person in whose  name
the  shares  stand of record on its books just  as  if  that
person  had  full  competency,  capacity  and  authority  to
exercise  all  rights  of  ownership  irrespective  of   any
knowledge  or  notice to the contrary or any  description  a
representative,  pledge or other fiduciary relation  or  any
reference  to any other instrument or to the rights  of  any
other  person  appearing upon its record or upon  the  share
certificate  except  that  any  person  furnishing  to   the
Corporation proof of his appointment as a fiduciary shall be
treated as if he were a holder of record of its shares.

     Section 6.     Treasury Shares.  Treasury shares of the
Corporation shall consist of such shares as have been issued
and thereafter acquired but not canceled by the Corporation.
Treasury shares shall not carry voting or dividend rights.

                         ARTICLE IX
                     GENERAL PROVISIONS

      Section 1.     Dividends.  The Board of Directors  may
from  time  to  time declare, and the Corporation  may  pay,
dividends  on  its outstanding shares in cash, property,  or
its own shares pursuant to law and subject to the provisions
of its Charter.

      Section  2.      Seal.   The  corporate  seal  of  the
Corporation  shall consist of a concentric  circles  between
which  is  the name of the Corporation and in the center  of
which is inscribed SEAL; and such seal, as impressed on  the
margin  hereof, is hereby adopted as the corporate  seal  of
the Corporation.

      Section 3.     Waiver of Notice.  Whenever any  notice
is  required  to be given to any shareholder or Director  by
law, by the Charter or by these By-laws, a waiver thereof in
writing  signed  by the person or persons entitled  to  such
notice,  whether  before or after the time  stated  therein,
shall be equivalent to the giving of such notice.

      Section  4.     Fiscal Year.  The fiscal year  of  the
Corporation  shall be fixed by the Board of  Directors,  and
shall be a calendar year unless otherwise designated.

       Section   5.      Amendments.   Except  as  otherwise
provided  herein, these By-laws may be amended  or  repealed
and new By-laws may be adopted by the affirmative vote of  a
majority of the Directors then holding office at any regular
or special meeting of the Board of Directors.

      The Board of Directors shall have no power to adopt  a
By-law;  (1)  requiring more than a majority of  the  voting
shares  for  a quorum at a meeting of shareholders  or  more
than  a  majority of the votes cast to constitute action  by
the shareholders, except where

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higher  percentages are required by law; (2)  providing  for
the  management  of the Corporation otherwise  than  by  the
Board   of  Directors  or  its  Executive  Committees;   (3)
increasing  or  decreasing  the  number  of  Directors;  (4)
classifying and staggering the election of Directors.

     No By-laws adopted or amended by the shareholders shall
be altered or repealed by the Board of Directors.

This the _______ day of ____________________, 1990


______________________________________________
Charles W. Barkley, Secretary


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