SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT

         Pursuant to Section 13 or 15(d) of the Securities Act of 1934

       Date of Report (Date of Earliest Event Reported) February 12, 1998
                                                        -----------------
                             COLUMBUS ENERGY CORP.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


           Colorado                1-9872                   84-0891713
--------------------------------------------------------------------------------
(State or Other Jurisdiction    (Commission               (IRS Employer
      of Incorporation)         File Number)            Identification No.)


             1660 Lincoln Street, Denver, Colorado        80264
--------------------------------------------------------------------------------
           (Address of Principal Executive Offices)     (Zip Code)


                                 (303) 861-5252
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                   No Change
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report

<PAGE>


ITEM 5. OTHER EVENTS

     At a regular  meeting  held on February 12, 1998,  the  Company's  Board of
Directors  adopted a resolution  amending  Article II, Section 1, of the By-laws
providing that the annual meeting of shareholders  shall be held at 9:30 a.m. on
the first Thursday in May in each year beginning with the year 1998.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     (C)Exhibits:

          3(B) Corporate By-laws, amended February 12, 1998.





                                   SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                                   COLUMBUS ENERGY CORP.
                                               -----------------------------
                                                       (Registrant)



                                        By /s/ H. C. Gutjahr
                                               -----------------------------
                                               H. C. Gutjahr
                                               Corporate Secretary

Date February 20, 1998
     -----------------

<PAGE>


                                                                    EXHIBIT 3(b)


                                 B Y - L A W S
                                       OF
                             COLUMBUS ENERGY CORP.

                                   ARTICLE I.
                                    Offices
                                    -------

     The principal  office of the  corporation  shall be located in the City and
County of Denver at Suite 2400,  Lincoln Center  Building,  1660 Lincoln Street,
Denver, Colorado 80264.


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


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


                                   ARTICLE II.
                                  Shareholders
                                  ------------

     Section 1. Annual Meetings. The annual meeting of the shareholders shall be
held at 9:30  o'clock in the morning an the first  Thursday in May in each year,
beginning with the year 1998, for the purpose of electing  directors and for the
transaction  of such other  business as may come before the meeting.  If the day
fixed for the annual meeting shall be a legal holiday in Colorado,  such meeting
shall be held on the next succeeding  business day. If the election of directors
is not  held  on the  day  designated  herein  for  any  annual  meeting  of the
shareholders,  or at any adjournment thereof, the Board of Directors shall cause
the  election  to be held  at a  special  meeting  of the  shareholders  as soon
thereafter as it may conveniently be held.

     A shareholder may apply to any court of competent  jurisdiction in Colorado
to seek an order that a  shareholders  meeting be held: (i) if an annual meeting
was not held  within six (6) months  after the end of the  corporation's  fiscal

<PAGE>


year or fifteen (15) months after its last annual meeting, whichever is earlier,
or (ii) if the  shareholder  participated in a proper call for a special meeting
and notice of the special  meeting was not given  within  thirty (30) days after
the date the demand was delivered to the corporation's  Secretary or the special
meeting was not held in accordance with the notice.

     Section 2. Special  Meetings.  Special  meetings of  shareholders,  for any
purpose  unless  otherwise  prescribed  by  statute,  may be called by the Chief
Executive  Officer,  the  President or by the Board of  Directors,  and shall be
called by one or more of the foregoing at the request of the holders of not less
than one-tenth of all the outstanding shares of the corporation entitled to vote
at the meeting.

     Section 3. Place of  Meeting.  The Board of  Directors  may  designate  any
place, either within or outside Colorado, as the place for any annual meeting or
for any special  meeting  called by the Board of  Directors.  A waiver of notice
signed by all  shareholders  entitled  to vote at a meeting  may  designate  any
place,  either within or outside Colorado,  as the place for such meeting. If no
designation is made, or if a special  meeting shall be called  otherwise than by
the Board, the place of meeting shall be the principal office of the corporation
in Colorado.

     Section 4. Notice of Meeting.  Written or printed notice stating the place,
day and hour of the meeting,  and, in case of a special  meeting or as otherwise
required by the Colorado  Corporation Code, the purpose for which the meeting is
called,  shall be delivered  not less than ten (10) nor more than  sixty(60)days
before the date of the meeting, except to the extent that a longer notice period
is required by the Colorado  Corporation  Code. Notice shall be delivered either
personally or by mail, by or at the  direction of the Chief  Executive  Officer,
the President,  or the Secretary, or the officer or persons 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 stock transfer
books of the corporation, with postage thereon prepaid.

     If requested by the person or persons  lawfully  calling such meeting,  the
Secretary shall give notice thereof at corporate expense. No notice need be sent
to any  shareholder  of record if three  successive  letters  mailed to the last
known address of such shareholder have been returned as undeliverable until such
time as another  address for such  shareholder is provided to the corporation by
such  shareholder.  In order to be entitled to receive notice of any meeting,  a
shareholder  shall  advise  the  corporation  in  writing  of any change in such
shareholder's mailing address as shown on the corporation's books and records.

     When a meeting is adjourned  to another  time or place,  notice need not be
given  of the  adjourned  meeting  if the time and  place  of such  meeting  are
announced at the meeting at which the  adjournment  is taken.  At the  adjourned
meeting  the  corporation  may  transact  any  business  which  might  have been
transacted at the original  meeting.  If the adjournment is for more than thirty
(30)  days,  or if after  the  adjournment  a new  record  date is fixed for the
adjourned  meeting,  a notice of the  adjourned  meeting  shall be given to each
shareholder of record entitled to vote at the meeting.

     By attending a meeting,  either in person or by proxy, a shareholder waives
objection  to  lack  of  notice  or  defective  notice  of  meeting  unless  the
shareholder,  at the  beginning  of the  meeting,  objects to the holding of the

                                       2

<PAGE>


meeting or the transacting of business at the meeting. By attending the meeting,
the shareholder  also waives any objection to  consideration at the meeting of a
matter not within the purpose or purposes described in the meeting notice unless
the shareholder objects to considering the matter when it is Presented.

     Section  5.  Fixing  of  Record  Date.   For  the  purpose  of  determining
shareholders  entitled to notice of or to vote at any meeting of shareholders or
adjournment  thereof,  or  shareholders  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 fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than  seventy (70) days.  If no record date is fixed for the  determination
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.  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.

     Section 6. Voting  Lists.  The officer or agent having  charge of the stock
transfer books for shares of the corporation  shall make, at least ten (10) days
before  each  meeting  of  shareholders,  a  complete  list of the  shareholders
entitled  to  vote at such  meeting  or any  adjournment  thereof,  arranged  in
alphabetical  order,  with the address of and the number of shares held by each.
For a period of ten (10) days prior to such meeting,  this list shall be kept on
file at the  principal  office of the  corporation,  whether  within or  outside
Colorado,  and shall be subject to  inspection  for any  purpose  germane to the
meeting  by any  person  who is a holder of record of shares or of voting  trust
certificates  therefor 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  for any purpose  germane to the
meeting during the whole time of the meeting.  The original stock transfer books
shall be prima facie evidence as to who are the shareholders entitled to examine
such List or transfer books or to vote at any meeting of shareholders.

     Section 7.  Certification  Procedure for  Beneficial  Owners.  The Board of
Directors  may adopt by  resolution  a procedure  whereby a  shareholder  of the
corporation may certify in writing to the  corporation  that all or a portion of
the shares  registered in the name of such  shareholder are held for the account
of a  specified  person or  persons.  The  resolution  shall set forth:  (i) the
classification of shareholder who may certify;  (ii) the purpose or purposes for
which  the  certificate  may be made;  (iii) the form of  certification  and the
information to be contained  therein;  (iv) if the certification is with respect

                                       3

<PAGE>


to a record date or closing of the stock transfer  books,  the time within which
the  certification  must be  received  by the  corporation;  and (v) such  other
provisions  with  respect to the  procedure  that the Board deems  necessary  or
desirable.  Upon receipt by the corporation of a certificate complying with this
procedure, the persons specified ;in the certification  shall be deemed, for the
purpose or purposes set forth in the certification,  to be the holders of record
of the  number  of  shares  specified  in place of the  shareholder  making  the
certification.

     Section 8. Quorum and Manner of Acting. One-third 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.  If less than one-third of the
outstanding  shares are  represented  at a meeting,  a majority of the shares so
represented may adjourn the meeting from time to time without further notice for
a period not to exceed sixty (60) days at any one adjournment. At such adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
noticed.  The shareholders  present at a duly organized  meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
shareholders to leave less than a quorum.

     If a quorum is present,  the  affirmative  vote of a majority of the shares
represented  at the meeting and entitled to vote on the subject  matter shall be
the act of the  shareholders,  unless the vote of a greater  number or voting by
classes is required by law or the Articles of Incorporation.

     Section 9. Proxies. At all meetings of shareholders, a shareholder may vote
by  proxy  executed  in  writing  by  the  shareholder  or his  duly  authorized
attorney-in-fact.   Such  proxy  shall  be  filed  with  the  Secretary  of  the
corporation before or at the time of the meeting.  No proxy shall be valid after
eleven (11) months from the date of its execution,  unless otherwise provided in
the proxy.

     Section 10. Voting of Shares. Each outstanding share,  regardless of class,
shall be entitled to one vote,  except in the  election of  directors,  and each
fractional  share shall be entitled to a  corresponding  fractional vote on each
matter  submitted to a vote at a meeting of  shareholders,  except to the extent
that the  voting  rights of the shares of any class or  classes  are  limited or
denied by the Articles of Incorporation as permitted by the Colorado Corporation
Code.  Cumulative  voting shall not be  permitted.  Each record  holder of stock
shall be entitled to vote at such election  having as many votes for each of the
shares owned by him as there are directors to be elected and for whose  election
he has the right to vote.


     Section 11. Voting of Shares by Certain  Holders.  Neither treasury shares,
nor shares held by another  corporation if a majority of the shares  entitled to
vote for the  election  of officers  of such other  corporation  is held by this
corporation  shall be voted at any meeting or counted in  determining  the total
number of outstanding shares at any given time.


     Redeemable  shares  which  have been  called  for  redemption  shall not be
entitled to vote on and after the date on which written notice of redemption has
been mailed to shareholders  and a sum sufficient to redeem such shares has been
deposited  with a  bank  or  trust  company  with  irrevocable  instruction  and
authority  to pay  the  redemption  price  to the  holders  of the  shares  upon
surrender of certificates therefor.

                                       4

<PAGE>


     Shares  standing  in the name of another  corporation  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 entitled to vote and held by a personal  representative,  custodian,
guardian  or  conservator  may be voted by him,  either  in  person or by proxy,
without a transfer of such shares into his name.  Shares standing in the name of
a  receiver  may be voted by such  receiver,  and  shares  held by or under  the
control of a receiver may be voted by such receiver without the transfer thereof
into his name if he is authorized to vote the shares in an appropriate  order of
the court by which the  receiver  was  appointed.  Unless the  Secretary  of the
corporation  is given written  notice of  alternative  voting  provisions and is
furnished  with a copy of the  instrument or order wherein the alternate  voting
provisions  are stated,  if shares or other  securities  having voting power are
held of record in the name of two or more persons, whether fiduciaries,  members
of a partnership,  joint tenants, tenants in common, tenants by the entirety, or
otherwise,  or if two or more  persons  have  the  same  fiduciary  relationship
respecting  the same  shares,  voting with  respect to the shares shall have the
following effect:  (i) if only one person votes, his vote binds all; (ii) if two
or more persons  vote,  the act of the majority in interest so voting binds all;
or (iii)  if two or more  persons  vote,  but the  vote is  evenly  split on any
particular   matter,   each  faction  may  vote  the   securities   in  question
proportionately,  or any person voting the shares of a beneficiary,  ii any, may
apply to any court of competent jurisdiction in the State of Colorado to appoint
an  additional  person to act with the persons so voting the shares.  The shares
shall then be voted as  determined  by a majority of such persons and the person
appointed by the court. If a tenancy is held in unequal interests, a majority or
even  split  for the  purpose  of this  item  (iii) of this  Section  shall be a
majority or even split in  interest.  All other  shares may be voted only by the
record  holder  thereof,  except  as may be  otherwise  required  by the laws of
Colorado.

     Section  12.  Informal  Action by  Shareholders.  Any  action  required  or
permitted to be taken at a meeting of the  shareholders  may be taken  without a
meeting it' a consent (or  counterparts  thereof) in writing  setting  forth the
action so taken shall be signed by all of the shareholders entitled to vote with
respect to the subject  matter  thereof and  delivered  to the  Secretary of the
corporation  for  inclusion  in the  minutes  or for filing  with the  corporate
records.  Such consent shall have the same force and effect as unanimous vote of
the shareholders,  and may be stated as such in any document. Action taken under
this Section is effective when all shareholders entitled to vote have signed the
consent unless the consent specifies a different effective date. The record date
for  determining  shareholders  entitled to take action without a meeting is the
date the first shareholder signs the consent.

     Section 13. Conduct of Meetings of Shareholders. The chairman of the annual
or any special meeting of the shareholders shall be the Chairman of the Board or
the President of the  corporation  (or such other person as may be designated by
the Board of Directors).

     The chairman of the meeting  shall appoint at least three persons to act as
inspectors of election at the meeting.

                                       5

<PAGE>


     (a)The  chairman of the meeting shall have absolute  authority over matters
of procedure  and there shall be no appeal from the ruling of the  chairman.  If
the chairman,  in his absolute  discretion,  deems it advisable to dispense with
the rules of  parliamentary  procedure as to any one meeting of  shareholders or
part  thereof,  the chairman  shall so state and shall  clearly  state the rules
under which the meeting or appropriate part thereof shall be conducted.

     (b)If disorder  should arise which prevents  continuation of the legitimate
business  of the  meeting,  the  chairman  may quit the chair and  announce  the
adjournment  of the  meeting;  and upon his doing,  the  meeting is  immediately
adjourned.

     (c)The chairman may ask or require that anyone not a bona fide  shareholder
or proxy leave the meeting.

     (d)A resolution or motion shall be considered or vote only if proposed by a
shareholder  or duly  authorized  proxy,  and seconded by an individual who is a
shareholder or duly authorized  proxy other than the individual who proposed the
resolution or motion.



                                  ARTICLE III.
                               Board of Directors
                               ------------------

     Section 1. General  Powers.  The  business  and affairs of the  corporation
shall be managed by its Board of Directors,  except as otherwise provided in the
Colorado Corporation Code or the Articles of Incorporation.

     Section 2. Number,  Tenure and  Qualifications.  The number of directors of
the  corporation  shall be six (6)  Directors  shall be elected  at each  annual
meeting of shareholders.  The directors shall be divided into two classes,  each
class to be as nearly equal in number as  possible.  The term of the first class
shall expire at the first annual  meeting of  shareholders  after their election
and that of the second class to expire at the second annual  meeting after their
election. At each annual meeting, the number of directors equal to the number of
the class whose term expires at the time of such annual meeting shall be elected
to hold  office  until the  second  succeeding  annual  meeting  or until  their
successors  are  qualified.  Directors  need not be  residents  of  Colorado  or
shareholders  of the  corporation.  Directors  shall be  removable in the manner
provided by the statutes of Colorado.

                                       6

<PAGE>


     Section 3. Vacancies. Any director may resign at any time by giving written
notice to the Chief Executive  officer,  to the President or to the Secretary of
the  corporation.  Such  resignation  shall  take  effect at the time  specified
therein,  and  unless  otherwise  specified  therein,  the  acceptance  of  such
resignation  shall not be necessary to make it effective.  Any vacancy occurring
in the Board of Directors may be filled by the affirmative vote of a majority of
the remaining  directors though less than a quorum. A director elected to fill a
vacancy shall be elected for the unexpired  term of his  predecessor  in office.
Any  directorship  to be  filled  by  reason  of an  increase  in the  number of
directors shall be filled by the affirmative vote of a majority of the directors
then in office or by an election at an annual meeting or at a special meeting of
shareholders called for that purpose, and a director so chosen shall @old office
for the term specified in Section 2 above.

     Section 4. Regular  Meetings.  A regular  meeting of the Board of Directors
shall be held without other notice than this By-Law immediately after and at the
same place as the annual  meeting of  shareholders.  The Board of Directors  may
provide by resolution the time and place, either within or outside Colorado, for
the  holding of  additional  regular  meetings  without  other  notice than such
resolution.

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

     Section 6. Notice.  Notice of any special  meeting  shall be given at least
five (5) days prior to the meeting by written  notice  delivered  personally  or
mailed to each director at his business address, or by notice given at least two
(2) days prior 'lo the meeting by telegraph, telex, telecopier, or other similar
device.  If mailed,  such notice shall be deemed to be delivered  three (3) days
after such notice is  deposited  in the United  States mail so  addressed,  with
postage thereon  prepaid.  If notice is given by telegram,  such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph  company.
Any  director may waive notice of any  meeting.  A director  waives  notice of a
regular or special meeting by attending or  participating in the meeting unless,
at the beginning of the meeting, he objects to the holding of the meeting or the
transaction  of business at the meeting.  Neither the business to be  transacted
at, nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.

     Section 7.Quorum.  A majority of the number of directors fixed by Section 2
shall  constitute a quorum for the transaction of business at any meeting of the
Board of Directors,  but if less than such  majority is present at a meeting,  a
majority of the  directors  present  may  adjourn the meeting  from time to time
without  further  notice,  for a period not to exceed sixty (60) days at any one
adjournment.

     Section  8.  Manner of Acting.  The act of the  majority  of the  directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors.

     Section 9.  Compensation.  By  resolution  of the Board of  Directors,  any
director may be paid any one or more of the following: (i) his expenses, if any,
of  attendance  at meetings;  (ii) a fixed sum for  attendance  at each meeting;
(iii) a stated  salary as  director;  or (iv)  such  other  compensation  as the

                                       7

<PAGE>


corporation  and the director may  reasonably  agree upon. No such payment shall
preclude any director  from serving the  corporation  in any other  capacity and
receiving compensation therefor.

     Section 10.  Presumption of Assent.  A director of the  corporation  who is
present  at a meeting of the Board of  Directors  or  committee  of the Board at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless (i) he objects at the beginning of the meeting to the
holding of the meeting or the  transaction  of business at the meeting;  (ii) he
contemporaneously  requests  that his  dissent be entered in the  minutes of the
meeting;  (iii) he gives written notice of his dissent to the presiding  officer
of the meeting  before its  adjournment  or delivers  such dissent by registered
mail to the Secretary of the  corporation  immediately  after the adjournment of
the  meeting.  A director  may dissent to a specific  action at a meeting  while
assenting  to  others.  The right to dissent  to a  specific  action  taken at a
,meeting  of the Board of  Directors  or a  committee  of the Board shall not be
available to a director who voted in favor of such action.

     Section 11. Committees.  The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its members an
executive committee, an audit committee, and one or more other committees,  each
of which, to the extent provided in the resolution, shall have all the authority
of the  Board  of  Directors,  except  that no such  committee  shall  have  the
authority to: (i) declare dividends or distributions;  (ii) approve or recommend
to shareholders  actions or proposals required by the Colorado  Corporation Code
to be approved by  shareholders;  (iii) fill vacancies on the Board of Directors
or any committee thereof;  (iv) amend the By-laws;  (v) approve a plan of merger
not requiring shareholder approval; (vi) reduce earned or capital surplus; (vii)
authorize or approve the  reacquisition  of shares unless  pursuant to a general
formula or method  specified by the Board of Directors;  or (viii)  authorize or
approve  the  issuance or sale of, or any  contract to issue or sell,  shares or
designate the terms of a series of a class of shares  provided that the Board of
Directors, having acted regarding general authorization for the issuance or sale
of shares or any contract therefor and, in the case of a series, the designation
thereof,  may, pursuant to a general formula or method specified by the Board by
resolution or by adoption of a stock option or other plan, authorize a committee
to fix the terms of any contract for the sale of the shares and to fix the terms
upon which such shares may be issued or sold, including, without limitation, the
price, the dividend rate, provisions for redemption,  sinking fund,  conversion,
or voting or preferential  rights,  and provisions for other features of a class
of shares or a series of a class of shares, with full power of such committee to
adopt any final resolution  setting forth all terms thereof and to authorize the
statement of the terms of a series for filing with the  Secretary of State under
the Colorado Corporation Code.

     Neither the designation of any such committee,  the delegation of authority
to such  committee,  nor any action by the  committee  pursuant to its authority
shall alone constitute compliance by any member of the Board of Directors, nor a
member of the committee in question,  with his  responsibility to conform to the
standard of care set forth in Article III, Section 16 of these By-Laws.

     Section 12.  Executive  Committee.  The Board of  Directors,  by resolution
adopted  by a  majority  of the  number of  directors  fixed by  Section  2, may
designate  two or more  directors to constitute  an executive  committee,  which
shall have and may  exercise  all of the  authority of the Board of Directors or

                                       8

<PAGE>


such lesser authority as may be set forth in said resolution. No such delegation
of  authority  shall  operate to relieve the Board of Directors or any member of
the Board from any responsibility imposed by law.

     Section 13. Audit Committee.  The Board of Directors, by resolution adopted
by a majority of the number of directors  fixed by Section 2, shall designate an
audit committee of not less than three nor more than five  directors.  The audit
committee  shall report to the Board of Directors from 'Lime to time or whenever
it shall be called upon to do so.

     Section 14. Compensation  Committee.  The Board of Directors, by resolution
adopted  by a  majority  of the  number of  directors  fixed by  Section  2, may
designate two or more  directors to  constitute a  Compensation  Committee.  The
Compensation   Committee   shall  have  as  its  primary   duty  the  making  of
recommendations  to the Board of Directors all matters  concerning various forms
of  compensation,  including  salaries  or stock  option  grants for  individual
officers,  as well as annually  recommend  general  ranges of  compensation  for
non-officer  employees  of the Company,  and to  recommend,  at least  annually,
compensation and committee assignments for directors.

     Section 15. Informal Action by Directors.  Any action required or permitted
?to be taken at a meeting of the  directors or any  committee  designated by the
Board of Directors may be taken without a meeting if a consent (or  counterparts
thereof) in writing,  setting forth the action so taken,  shall be signed all of
the directors  entitled to vote with respect to the subject  matter  thereof and
delivered to the Secretary the  corporation  for inclusion in the minutes or for
filing with the  corporate  records.  Such consent shall have the same force and
effect as a unanimous  vote of the  directors or committee  members,  and may be
stated as such in any  document.  Action  taken under this  Section is effective
when all  directors  or  committee  members  have signed the consent  unless the
consent specifies a different effective date.

     Section  16.  Telephonic  Meetings.  (One or more  members  of 6@e Board of
Directors or any committee  designated by the Board may participate in a meeting
of the  Board of  Directors  or a  committee  thereof  by  means  of  conference
telephone or similar communications equipment by which all persons participating
in the meeting can hear one another at the same time. Such  participation  shall
constitute presence in person at the meeting.

     Section 17.  Standard  of Care.  A director  shall  perform his duties as a
director,  including  his duties as a member of any  committee of the Board upon
which he may serve, in good faith,  in a manner he reasonably  believes to be in
the best  interests  of the  corporation,  and with such  care as an  ordinarily
prudent person in a like situation  should use under similar  circumstances.  In
performing  his duties,  a director  shall be  entitled to rely on  information,
opinions,  reports  or  statements,  including  financial  statements  and other
financial  data,  in each case  prepared  or  presented  by the  persons  herein
designated;  but he shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance to be
unwarranted. A person who so performs his duties shall not have any liability by
reason of being or having been a director of the corporation.

     The designated  persons on whom a director is entitled to rely are: (i) one
or more officers or employees of the  corporation  whom the director  reasonably
believes to be reliable and  competent in the matters  presented;  (ii) counsel,
public accountants or, other persons as to matters which the director reasonably
believes to be within such persons' professional or expert competence;  or (iii)
a committee of the Board upon which the director does not serve, duly designated
in  accordance  with Article  III,  Section 11 of these  By-Laws,  as to matters
within  its  designated  authority,  which  committee  the  director  reasonably
believes to merit confidence.

                                       9

<PAGE>


Section     Agenda.    The order of business at all regular and special meetings
of the Board of Directors shall be:

                         1.  Calling of the roll.
                         2.  Reading and disposal of unapproved minutes.
                         3.  Reports of officers and committees.
                         4.  Report of audit committee.
                         5.  Old business.
                         6.  New business.
                         7.  Election of officers.
                         8.  Adjournment.


                                  ARTICLE IV.
                              Officers and Agents
                              -------------------

     Section 1. General.  The officers of the corporation  shall be a President,
one or more  Vice  Presidents,  a  Secretary,  and a  Treasurer.  The  Board  of
Directors may appoint such other officers,  assistant  officers,  committees and
agents,  including  a Chairman of the Board (who may also be  designated  as the
Chief Executive Officer),  Assistant  Secretaries and Assistant  Treasurers,  as
they may  consider  necessary  who shall be chosen in such manner and hold "heir
offices for such terms and have such  authority  and duties as from time to time
may be determined by the Board of Directors. The salaries of all the officers of
the  corporation  shall be fixed by the Board of Directors.  One person may hold
,more than one office,  except that no person may simultaneously hold the office
of President and Secretary.  In all cases where the duties of any officer, agent
or employee are not prescribed by the By-laws or by the Board of Directors, such
officer,  agent or  employee  shall  follow the orders and  instructions  of the
President and/or the Chief Executive Officer if one has been so designated.

     Section 2.  Election and Term of Office.  The  officers of the  corporation
shall be elected by the Board of Directors  annually at the first meeting of the
Board held after each annual  meeting of the  shareholders.  If the  election of
officers shall not be held at such meeting,  such election shall be held as soon
thereafter  as  conveniently  may be. Each  officer  shall hold office until the
first of the following occurs:  until his successor shall have been duly elected
and qualified;  or until his death; or until he shall resign;  or until he shall
have been removed in the manner hereinafter provided.

     Section  3.  Removal.  Any  officer or agent may be removed by the Board of
Directors  or by the  executive  committee  whenever  in its  judgment  the best
interests of the corporation  will be served thereby,  but such removal shall be
without  prejudice  to the  contract  rights,  if any, of the person so removed.
Election  or  appointment  of an  officer  or agent  shall not in itself  create
contract rights.

     Section 4. Vacancies.  A vacancy in any office,  however occurring,  may be
filled by the Board of Directors for the unexpired portion of the term.

     Section S. President. Subject to the direction and supervision of the Board
of Directors  and the Chairman of the Board who may be  designated  as the Chief
Executive  Officer,  the President shall be the Chief  Operating  Officer of the
corporation  and shall have  general  and  active  control  of its  affairs  and
business and general supervision of its officers,  agents and employees.  Unless
otherwise  directed by the Board of  Directors,  the  President  shall attend in
person or by  substitute  appointed  by him,  or shall  execute on behalf of the

                                       10

<PAGE>


corporation written  instruments  appointing a proxy or proxies to represent the
corporation,  at all meetings of the  stockholders  of any other  corporation in
which the corporation holds any stock. He may, on behalf of the corporation,  in
person or by  substitute  or by proxy,  execute  written  waivers  of notice and
consents with respect to any such meetings.  At all such meetings and otherwise,
the  President,  in person or by substitute or proxy as aforesaid,  may vote the
stock so held by the  corporation  and may execute  written  consents  and other
instruments  with  respect to such stock and may exercise any and all rights and
powers  incident  to  the  ownership  of  said  stock,  subject  however  to the
instructions,  if any,  of the Board of  Directors.  The  President  shall  have
custody of the Treasurer's bond, if any.

     Section 6. Vice  Presidents.  The Vice  Presidents  shall  assist the Chief
Executive  Officer and the  President  and shall  perform  such duties as may be
assigned to them by the either the Chief  Executive  Officer or the President or
by the Board of Directors.  The corporation  shall have as many Vice Presidents,
including an Executive  Vice President and Senior Vice  President,  as the Board
deems necessary for the conduct of the corporation's business. In the absence of
the Chief Executive Officer or the President,  the Executive Vice President,  if
any (or, if there be more than one, the Vice Presidents in the order  designated
by the Board of Directors,  or if the Board makes no such designation,  then the
Vice  President  designated  by the  President,  or if neither the Board nor the
President makes any such designation, the Senior Vice President as determined by
the first  election to that office) shall have the powers and perform the duties
of the President.

     Section 7.  Secretary.  The  Secretary  shall:  (a) keep the minutes of the
proceedings of the shareholders,  executive committee,  audit committee, and the
Board of Directors;  (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 affix the seal to all
documents when authorized by the Board of Directors;  (d) keep at its registered
office or  principal  place of  business  within or  outside  Colorado  a record
containing the names and addresses of all  shareholders and the number and class
of shares held by each,  unless such a record shall be kept at the office of the
corporation's  transfer agent or registrar;  (e) sign with the  President,  or a
Vice  President,  certificates  for 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,  unless the
corporation  has a  transfer  agent;  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.  Assistant
Secretaries,  if any,  shall  have  the  same  duties  and  powers,  subject  to
supervision by the Secretary.  The directors and/or  shareholders  may, however,
respectively  designate a person other than the Secretary or Assistant Secretary
to keep the minutes of their respective meetings.

     Any books, records, or minutes of the corporation may be in written form or
in any form  capable of being  converted  into  written form within a reasonable
time.

     Section  8.  Treasurer.  The  Treasurer  shall be the  principal  financial
officer  of the  corporation,  shall  have the care and  custody  of all  funds,
securities,  evidences  of  indebtedness  and  other  personal  property  of the
corporation  and shall deposit the same in accordance  with the  instructions of
the Board of Directors.  He shall receive and give receipts and acquittances for
money paid in on account of the  corporation,  and shall pay out of the funds on

                                       11

<PAGE>


hand all bills,  payrolls  and other just debts of the  corporation  of whatever
nature upon maturity.  He shall perform all other duties  incident to the office
of the Treasurer  and, upon request of the Board,  shall make such reports to it
as may be required  at any time.  He shall,  if required by the Board,  give the
corporation a bond in such sums and with such sureties as shall be  satisfactory
to the Board,  conditioned  upon the faithful  performance of his duties and for
the restoration to the  corporation of all books,  papers,  vouchers,  money and
other property of whatever kind in his possession or under his control belonging
to the  corporation.  He shall have such other  powers  and  perform  such other
duties as may from time to time be  prescribed  by the Board of  Directors,  the
Chief Executive Officer,  or the President.  The Assistant  Treasurer,39 if any,
shall  have the same  powers  and  duties,  subject  to the  supervision  of the
Treasurer.

     The  Treasurer  shall  also  be the  principal  accounting  officer  of the
corporation.  He shall  prescribe  and  maintain  the  methods  and  systems  of
accounting to be followed,  keep complete books and records of account,  prepare
and file all local,  state and federal tax  returns,  prescribe  and maintain an
adequate  system  of  internal  audit,  and  prepare  and  furnish  to the Chief
Executive  Officer and the  President  and the Board of Directors  statements of
account showing the financial position of the corporation and the results of its
operations.


                                   ARTICLE V.
                                     Stock
                                     -----

     Section  1.  Certificates.  The  shares of stock  shall be  represented  by
consecutively numbered certificates signed in the name of the corporation by its
President or a Vice President and the Secretary or an Assistant  Secretary,  and
shall be sealed with the seal of the corporation,  or with a facsimile  thereof.
The signatures of the  corporation's  officers on such  certificate  may also be
facsimiles  if  the  certificate  is  countersigned  by  a  transfer  agent,  or
registered by a registrar,  other than the corporation  itself or an employee of
the corporation. In case any officer who has signed or whose facsimile signature
has been  placed  upon such  certificate  shall have  ceased to be such  officer
before such certificate is issued,  it may be issued by the corporation with the
same effect as if he were such officer at the date of its issue. Certificates of
stock shall be in such form  consistent  with law as shall be  prescribed by the
Board of Directors.  No certificate shall be issued until the shares represented
thereby are fully paid.

     Section  2.  Consideration  for  Shares.  Shares  shall be issued  for such
consideration,  expressed in dollars @'but not less than the par value  thereof)
as  shall  be  fixed  from  time  to  time  by  the  Board  of  Directors.  Such
consideration may consist in whole or in part of money, other property, tangible
or intangible,  or in labor or services actually  performed for the corporation.
Neither  future  services,  nor the  promissory  note of a subscriber  or direct
purchaser of shares from the  corporation  nor the  unsecured  or  nonnegotiable
promissory note of any other person shall constitute payment or part payment for
shares of the corporation.

     Treasury  shares shall be disposed of for such  consideration  expressed in
dollars as may be fixed from time to time by the Board.

                                       12

<PAGE>


     Section 3. Lost Certificates.  In case of the alleged loss,  destruction or
mutilation  of a  certificate  of stock,  the Board of Directors  may direct the
issuance of a new  certificate in lieu thereof upon such terms and conditions in
conformity  with law as it may  prescribe.  The  Board of  Directors  may in its
discretion require a bond in such form and amount and with such surety as it nay
determine before issuing a new certificate.

     Section  4.Transfer of Shares.  Upon  surrender to the  corporation or to a
transfer  agent of the  corporation  of a certificate  of stock duly endorsed or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  and receipt of (i) such documentary stamps as may be required by law,
and (ii) evidence of compliance  with all applicable  securities  laws and other
restrictions, it shall be the duty of the corporation to issue a new certificate
to the person  entitled  thereto,  and cancel  the old  certificate.  Every such
transfer of stock shall be entered on the stock books of 'the corporation  which
shall be kept at its  Principal  office,  or by its transfer  agent or registrar
duly appointed.

     Except as provided in Article 11,  Sections  and 11 of these  By-Laws,  the
corporation  shall be entitled to treat the  registered  holder of any shares of
the corporation as the owner thereof for all purposes, and the corporation shall
not be bound to recognize  any equitable or other claim to, or interest in, such
shares or rights  deriving from such shares on the part of any person other than
the registered holder,  including without limitation any purchaser,  assignee or
transferee of such shares or rights deriving from such shares,  unless and until
such other person becomes the registered  holder of such shares.  whether or not
the corporation  shall have either actual or constructive  notice of the claimed
interest of such other person.

     Section 5. Transfer Agent, Registrars.  and Paying Agents. The Board may at
its  discretion  appoint one or more transfer  agents  registrars and agents for
making payment upon any class of stock,  bond,  debenture,  or other security of
the  corporation.  Such agents and  registrars  may be located  either within or
outside  Colorado.  They shall have such rights and duties and shall be entitled
to such compensation as may be agreed.

                                  ARTICLE VI.
                             Provision of Insurance
                             ----------------------

     By action of the Board of  Directors,  notwithstanding  any interest of the
directors in the action, the corporation may purchase and maintain insurance, in
such scope and amounts as the Board of Directors deems appropriate, on behalf of
any person who is or was a director,  officer, employee,  fiduciary, or agent of
the corporation,  or who, while a director,  officer,  employee,  fiduciary,  or
agent of any other foreign or domestic corporation or of any partnership,  joint
venture, trust, other enterprise or employee benefit plan, against any liability
asserted against, or incurred by, him in any such capacity or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such  liability  under  applicable  law. Any such  insurance  may be
procured from any insurance company  designated by the Board of Directors of the
corporation,  whether  such  insurance  company is formed under the laws of this
state or any other jurisdiction of the United States or elsewhere, including any
insurance  company  in which the  corporation  has an equity  interest  or other
interest, through stock ownership or otherwise.

                                       13

<PAGE>


                                 ARTICLE VIII.
                                 Miscellaneous
                                 -------------

     Section 1.  Waiver of Notice.  Whenever  notice is  required by law, by the
Articles  of  Incorporation  or by these  By-Laws,  a waiver  thereof in writing
signed by the  director,  shareholder  or other person  entitled to said notice,
whether before, at, or after the time stated therein,  or his appearance at such
meeting in person or (in the case of a shareholders' meeting) by proxy, shall be
equivalent to such notice.

     Section 2. Seal. The corporate seal of the corporation shall be circular in
form  and  shall  contain  the name of the  corporation  and the  words,  "Seal,
Colorado."

     Section 3.  Fiscal  Year.  The fiscal year of the  corporation  shall be as
established by the Board of Directors.

     Section 4.  Amendments.  The Board of  Directors  shall have power to make,
amend,  and repeal  the  By-Laws of the  corporation  at any  regular or special
meeting of the Board unless the shareholders, in making, amending or repealing a
particular By-Law,  provide expressly that the directors may not amend or repeal
such By-Law. The shareholders also shall have the power to make, amend or repeal
the By-Laws of the  corporation at any annual meeting or at any special  meeting
called for that purpose.

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

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

     Section 7. Definitions.  Except as otherwise specifically provided in these
By-Laws,  all terms used in these By-Laws  shall have the same  definition as in
the Colorado Corporation Code.



                                                                 Adopted12/ 5/88
                                                                  Amended8/21/89
                                                                  Amended2/16/93
                                                                  Amended5/ 6/93
                                                                 Amended10/18/94
                                                                  Amended2/13/95
                                                                  Amended2/12/98

                                       14
[{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT", "secsgml_size_bytes": 52335}]
{"company-data": {"conformed-name": "COLUMBUS ENERGY CORP", "cik": "0000823975", "assigned-sic": "1311", "irs-number": "840891713", "state-of-incorporation": "CO", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09872", "film-number": "98546555"}, "business-address": {"street1": "1660 LINCOLN ST #2400", "city": "DENVER", "state": "CO", "zip": "80264", "phone": "3038615252"}}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

         Pursuant to Section 13 or 15(d) of the Securities Act of 1934

       Date of Report (Date of Earliest Event Reported) February 12, 1998
                                                        -----------------
                             COLUMBUS ENERGY CORP.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

           Colorado                1-9872                   84-0891713
--------------------------------------------------------------------------------
(State or Other Jurisdiction    (Commission               (IRS Employer
      of Incorporation)         File Number)            Identification No.)

             1660 Lincoln Street, Denver, Colorado        80264
--------------------------------------------------------------------------------
           (Address of Principal Executive Offices)     (Zip Code)

                                 (303) 861-5252
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                   No Change
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report
ITEM 5. OTHER EVENTS

     At a regular  meeting  held on February 12, 1998,  the  Company's  Board of
Directors  adopted a resolution  amending  Article II, Section 1, of the By-laws
providing that the annual meeting of shareholders  shall be held at 9:30 a.m. on
the first Thursday in May in each year beginning with the year 1998.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     (C)Exhibits:

          3(B) Corporate By-laws, amended February 12, 1998.

                                   SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                   COLUMBUS ENERGY CORP.
                                               -----------------------------
                                                       (Registrant)

                                        By /s/ H. C. Gutjahr
                                               -----------------------------
                                               H. C. Gutjahr
                                               Corporate Secretary

Date February 20, 1998
     -----------------
EXHIBIT 3(b)

                                 B Y - L A W S
                                       OF
                             COLUMBUS ENERGY CORP.

                                   ARTICLE I.
                                    Offices
                                    -------

     The principal  office of the  corporation  shall be located in the City and
County of Denver at Suite 2400,  Lincoln Center  Building,  1660 Lincoln Street,
Denver, Colorado 80264.

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

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

                                   ARTICLE II.
                                  Shareholders
                                  ------------

     Section 1. Annual Meetings. The annual meeting of the shareholders shall be
held at 9:30  o'clock in the morning an the first  Thursday in May in each year,
beginning with the year 1998, for the purpose of electing  directors and for the
transaction  of such other  business as may come before the meeting.  If the day
fixed for the annual meeting shall be a legal holiday in Colorado,  such meeting
shall be held on the next succeeding  business day. If the election of directors
is not  held  on the  day  designated  herein  for  any  annual  meeting  of the
shareholders,  or at any adjournment thereof, the Board of Directors shall cause
the  election  to be held  at a  special  meeting  of the  shareholders  as soon
thereafter as it may conveniently be held.

     A shareholder may apply to any court of competent  jurisdiction in Colorado
to seek an order that a  shareholders  meeting be held: (i) if an annual meeting
was not held  within six (6) months  after the end of the  corporation's  fiscal
year or fifteen (15) months after its last annual meeting, whichever is earlier,
or (ii) if the  shareholder  participated in a proper call for a special meeting
and notice of the special  meeting was not given  within  thirty (30) days after
the date the demand was delivered to the corporation's  Secretary or the special
meeting was not held in accordance with the notice.

     Section 2. Special  Meetings.  Special  meetings of  shareholders,  for any
purpose  unless  otherwise  prescribed  by  statute,  may be called by the Chief
Executive  Officer,  the  President or by the Board of  Directors,  and shall be
called by one or more of the foregoing at the request of the holders of not less
than one-tenth of all the outstanding shares of the corporation entitled to vote
at the meeting.

     Section 3. Place of  Meeting.  The Board of  Directors  may  designate  any
place, either within or outside Colorado, as the place for any annual meeting or
for any special  meeting  called by the Board of  Directors.  A waiver of notice
signed by all  shareholders  entitled  to vote at a meeting  may  designate  any
place,  either within or outside Colorado,  as the place for such meeting. If no
designation is made, or if a special  meeting shall be called  otherwise than by
the Board, the place of meeting shall be the principal office of the corporation
in Colorado.

     Section 4. Notice of Meeting.  Written or printed notice stating the place,
day and hour of the meeting,  and, in case of a special  meeting or as otherwise
required by the Colorado  Corporation Code, the purpose for which the meeting is
called,  shall be delivered  not less than ten (10) nor more than  sixty(60)days
before the date of the meeting, except to the extent that a longer notice period
is required by the Colorado  Corporation  Code. Notice shall be delivered either
personally or by mail, by or at the  direction of the Chief  Executive  Officer,
the President,  or the Secretary, or the officer or persons 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 stock transfer
books of the corporation, with postage thereon prepaid.

     If requested by the person or persons  lawfully  calling such meeting,  the
Secretary shall give notice thereof at corporate expense. No notice need be sent
to any  shareholder  of record if three  successive  letters  mailed to the last
known address of such shareholder have been returned as undeliverable until such
time as another  address for such  shareholder is provided to the corporation by
such  shareholder.  In order to be entitled to receive notice of any meeting,  a
shareholder  shall  advise  the  corporation  in  writing  of any change in such
shareholder's mailing address as shown on the corporation's books and records.

     When a meeting is adjourned  to another  time or place,  notice need not be
given  of the  adjourned  meeting  if the time and  place  of such  meeting  are
announced at the meeting at which the  adjournment  is taken.  At the  adjourned
meeting  the  corporation  may  transact  any  business  which  might  have been
transacted at the original  meeting.  If the adjournment is for more than thirty
(30)  days,  or if after  the  adjournment  a new  record  date is fixed for the
adjourned  meeting,  a notice of the  adjourned  meeting  shall be given to each
shareholder of record entitled to vote at the meeting.

     By attending a meeting,  either in person or by proxy, a shareholder waives
objection  to  lack  of  notice  or  defective  notice  of  meeting  unless  the
shareholder,  at the  beginning  of the  meeting,  objects to the holding of the

                                       2
meeting or the transacting of business at the meeting. By attending the meeting,
the shareholder  also waives any objection to  consideration at the meeting of a
matter not within the purpose or purposes described in the meeting notice unless
the shareholder objects to considering the matter when it is Presented.

     Section  5.  Fixing  of  Record  Date.   For  the  purpose  of  determining
shareholders  entitled to notice of or to vote at any meeting of shareholders or
adjournment  thereof,  or  shareholders  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 fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than  seventy (70) days.  If no record date is fixed for the  determination
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.  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.

     Section 6. Voting  Lists.  The officer or agent having  charge of the stock
transfer books for shares of the corporation  shall make, at least ten (10) days
before  each  meeting  of  shareholders,  a  complete  list of the  shareholders
entitled  to  vote at such  meeting  or any  adjournment  thereof,  arranged  in
alphabetical  order,  with the address of and the number of shares held by each.
For a period of ten (10) days prior to such meeting,  this list shall be kept on
file at the  principal  office of the  corporation,  whether  within or  outside
Colorado,  and shall be subject to  inspection  for any  purpose  germane to the
meeting  by any  person  who is a holder of record of shares or of voting  trust
certificates  therefor 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  for any purpose  germane to the
meeting during the whole time of the meeting.  The original stock transfer books
shall be prima facie evidence as to who are the shareholders entitled to examine
such List or transfer books or to vote at any meeting of shareholders.

     Section 7.  Certification  Procedure for  Beneficial  Owners.  The Board of
Directors  may adopt by  resolution  a procedure  whereby a  shareholder  of the
corporation may certify in writing to the  corporation  that all or a portion of
the shares  registered in the name of such  shareholder are held for the account
of a  specified  person or  persons.  The  resolution  shall set forth:  (i) the
classification of shareholder who may certify;  (ii) the purpose or purposes for
which  the  certificate  may be made;  (iii) the form of  certification  and the
information to be contained  therein;  (iv) if the certification is with respect

                                       3
to a record date or closing of the stock transfer  books,  the time within which
the  certification  must be  received  by the  corporation;  and (v) such  other
provisions  with  respect to the  procedure  that the Board deems  necessary  or
desirable.  Upon receipt by the corporation of a certificate complying with this
procedure, the persons specified ;in the certification  shall be deemed, for the
purpose or purposes set forth in the certification,  to be the holders of record
of the  number  of  shares  specified  in place of the  shareholder  making  the
certification.

     Section 8. Quorum and Manner of Acting. One-third 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.  If less than one-third of the
outstanding  shares are  represented  at a meeting,  a majority of the shares so
represented may adjourn the meeting from time to time without further notice for
a period not to exceed sixty (60) days at any one adjournment. At such adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
noticed.  The shareholders  present at a duly organized  meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
shareholders to leave less than a quorum.

     If a quorum is present,  the  affirmative  vote of a majority of the shares
represented  at the meeting and entitled to vote on the subject  matter shall be
the act of the  shareholders,  unless the vote of a greater  number or voting by
classes is required by law or the Articles of Incorporation.

     Section 9. Proxies. At all meetings of shareholders, a shareholder may vote
by  proxy  executed  in  writing  by  the  shareholder  or his  duly  authorized
attorney-in-fact.   Such  proxy  shall  be  filed  with  the  Secretary  of  the
corporation before or at the time of the meeting.  No proxy shall be valid after
eleven (11) months from the date of its execution,  unless otherwise provided in
the proxy.

     Section 10. Voting of Shares. Each outstanding share,  regardless of class,
shall be entitled to one vote,  except in the  election of  directors,  and each
fractional  share shall be entitled to a  corresponding  fractional vote on each
matter  submitted to a vote at a meeting of  shareholders,  except to the extent
that the  voting  rights of the shares of any class or  classes  are  limited or
denied by the Articles of Incorporation as permitted by the Colorado Corporation
Code.  Cumulative  voting shall not be  permitted.  Each record  holder of stock
shall be entitled to vote at such election  having as many votes for each of the
shares owned by him as there are directors to be elected and for whose  election
he has the right to vote.

     Section 11. Voting of Shares by Certain  Holders.  Neither treasury shares,
nor shares held by another  corporation if a majority of the shares  entitled to
vote for the  election  of officers  of such other  corporation  is held by this
corporation  shall be voted at any meeting or counted in  determining  the total
number of outstanding shares at any given time.

     Redeemable  shares  which  have been  called  for  redemption  shall not be
entitled to vote on and after the date on which written notice of redemption has
been mailed to shareholders  and a sum sufficient to redeem such shares has been
deposited  with a  bank  or  trust  company  with  irrevocable  instruction  and
authority  to pay  the  redemption  price  to the  holders  of the  shares  upon
surrender of certificates therefor.

                                       4
Shares  standing  in the name of another  corporation  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 entitled to vote and held by a personal  representative,  custodian,
guardian  or  conservator  may be voted by him,  either  in  person or by proxy,
without a transfer of such shares into his name.  Shares standing in the name of
a  receiver  may be voted by such  receiver,  and  shares  held by or under  the
control of a receiver may be voted by such receiver without the transfer thereof
into his name if he is authorized to vote the shares in an appropriate  order of
the court by which the  receiver  was  appointed.  Unless the  Secretary  of the
corporation  is given written  notice of  alternative  voting  provisions and is
furnished  with a copy of the  instrument or order wherein the alternate  voting
provisions  are stated,  if shares or other  securities  having voting power are
held of record in the name of two or more persons, whether fiduciaries,  members
of a partnership,  joint tenants, tenants in common, tenants by the entirety, or
otherwise,  or if two or more  persons  have  the  same  fiduciary  relationship
respecting  the same  shares,  voting with  respect to the shares shall have the
following effect:  (i) if only one person votes, his vote binds all; (ii) if two
or more persons  vote,  the act of the majority in interest so voting binds all;
or (iii)  if two or more  persons  vote,  but the  vote is  evenly  split on any
particular   matter,   each  faction  may  vote  the   securities   in  question
proportionately,  or any person voting the shares of a beneficiary,  ii any, may
apply to any court of competent jurisdiction in the State of Colorado to appoint
an  additional  person to act with the persons so voting the shares.  The shares
shall then be voted as  determined  by a majority of such persons and the person
appointed by the court. If a tenancy is held in unequal interests, a majority or
even  split  for the  purpose  of this  item  (iii) of this  Section  shall be a
majority or even split in  interest.  All other  shares may be voted only by the
record  holder  thereof,  except  as may be  otherwise  required  by the laws of
Colorado.

     Section  12.  Informal  Action by  Shareholders.  Any  action  required  or
permitted to be taken at a meeting of the  shareholders  may be taken  without a
meeting it' a consent (or  counterparts  thereof) in writing  setting  forth the
action so taken shall be signed by all of the shareholders entitled to vote with
respect to the subject  matter  thereof and  delivered  to the  Secretary of the
corporation  for  inclusion  in the  minutes  or for filing  with the  corporate
records.  Such consent shall have the same force and effect as unanimous vote of
the shareholders,  and may be stated as such in any document. Action taken under
this Section is effective when all shareholders entitled to vote have signed the
consent unless the consent specifies a different effective date. The record date
for  determining  shareholders  entitled to take action without a meeting is the
date the first shareholder signs the consent.

     Section 13. Conduct of Meetings of Shareholders. The chairman of the annual
or any special meeting of the shareholders shall be the Chairman of the Board or
the President of the  corporation  (or such other person as may be designated by
the Board of Directors).

     The chairman of the meeting  shall appoint at least three persons to act as
inspectors of election at the meeting.

                                       5
(a)The  chairman of the meeting shall have absolute  authority over matters
of procedure  and there shall be no appeal from the ruling of the  chairman.  If
the chairman,  in his absolute  discretion,  deems it advisable to dispense with
the rules of  parliamentary  procedure as to any one meeting of  shareholders or
part  thereof,  the chairman  shall so state and shall  clearly  state the rules
under which the meeting or appropriate part thereof shall be conducted.

     (b)If disorder  should arise which prevents  continuation of the legitimate
business  of the  meeting,  the  chairman  may quit the chair and  announce  the
adjournment  of the  meeting;  and upon his doing,  the  meeting is  immediately
adjourned.

     (c)The chairman may ask or require that anyone not a bona fide  shareholder
or proxy leave the meeting.

     (d)A resolution or motion shall be considered or vote only if proposed by a
shareholder  or duly  authorized  proxy,  and seconded by an individual who is a
shareholder or duly authorized  proxy other than the individual who proposed the
resolution or motion.

                                  ARTICLE III.
                               Board of Directors
                               ------------------

     Section 1. General  Powers.  The  business  and affairs of the  corporation
shall be managed by its Board of Directors,  except as otherwise provided in the
Colorado Corporation Code or the Articles of Incorporation.

     Section 2. Number,  Tenure and  Qualifications.  The number of directors of
the  corporation  shall be six (6)  Directors  shall be elected  at each  annual
meeting of shareholders.  The directors shall be divided into two classes,  each
class to be as nearly equal in number as  possible.  The term of the first class
shall expire at the first annual  meeting of  shareholders  after their election
and that of the second class to expire at the second annual  meeting after their
election. At each annual meeting, the number of directors equal to the number of
the class whose term expires at the time of such annual meeting shall be elected
to hold  office  until the  second  succeeding  annual  meeting  or until  their
successors  are  qualified.  Directors  need not be  residents  of  Colorado  or
shareholders  of the  corporation.  Directors  shall be  removable in the manner
provided by the statutes of Colorado.

                                       6
Section 3. Vacancies. Any director may resign at any time by giving written
notice to the Chief Executive  officer,  to the President or to the Secretary of
the  corporation.  Such  resignation  shall  take  effect at the time  specified
therein,  and  unless  otherwise  specified  therein,  the  acceptance  of  such
resignation  shall not be necessary to make it effective.  Any vacancy occurring
in the Board of Directors may be filled by the affirmative vote of a majority of
the remaining  directors though less than a quorum. A director elected to fill a
vacancy shall be elected for the unexpired  term of his  predecessor  in office.
Any  directorship  to be  filled  by  reason  of an  increase  in the  number of
directors shall be filled by the affirmative vote of a majority of the directors
then in office or by an election at an annual meeting or at a special meeting of
shareholders called for that purpose, and a director so chosen shall @old office
for the term specified in Section 2 above.

     Section 4. Regular  Meetings.  A regular  meeting of the Board of Directors
shall be held without other notice than this By-Law immediately after and at the
same place as the annual  meeting of  shareholders.  The Board of Directors  may
provide by resolution the time and place, either within or outside Colorado, for
the  holding of  additional  regular  meetings  without  other  notice than such
resolution.

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

     Section 6. Notice.  Notice of any special  meeting  shall be given at least
five (5) days prior to the meeting by written  notice  delivered  personally  or
mailed to each director at his business address, or by notice given at least two
(2) days prior 'lo the meeting by telegraph, telex, telecopier, or other similar
device.  If mailed,  such notice shall be deemed to be delivered  three (3) days
after such notice is  deposited  in the United  States mail so  addressed,  with
postage thereon  prepaid.  If notice is given by telegram,  such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph  company.
Any  director may waive notice of any  meeting.  A director  waives  notice of a
regular or special meeting by attending or  participating in the meeting unless,
at the beginning of the meeting, he objects to the holding of the meeting or the
transaction  of business at the meeting.  Neither the business to be  transacted
at, nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.

     Section 7.Quorum.  A majority of the number of directors fixed by Section 2
shall  constitute a quorum for the transaction of business at any meeting of the
Board of Directors,  but if less than such  majority is present at a meeting,  a
majority of the  directors  present  may  adjourn the meeting  from time to time
without  further  notice,  for a period not to exceed sixty (60) days at any one
adjournment.

     Section  8.  Manner of Acting.  The act of the  majority  of the  directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors.

     Section 9.  Compensation.  By  resolution  of the Board of  Directors,  any
director may be paid any one or more of the following: (i) his expenses, if any,
of  attendance  at meetings;  (ii) a fixed sum for  attendance  at each meeting;
(iii) a stated  salary as  director;  or (iv)  such  other  compensation  as the

                                       7
corporation  and the director may  reasonably  agree upon. No such payment shall
preclude any director  from serving the  corporation  in any other  capacity and
receiving compensation therefor.

     Section 10.  Presumption of Assent.  A director of the  corporation  who is
present  at a meeting of the Board of  Directors  or  committee  of the Board at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless (i) he objects at the beginning of the meeting to the
holding of the meeting or the  transaction  of business at the meeting;  (ii) he
contemporaneously  requests  that his  dissent be entered in the  minutes of the
meeting;  (iii) he gives written notice of his dissent to the presiding  officer
of the meeting  before its  adjournment  or delivers  such dissent by registered
mail to the Secretary of the  corporation  immediately  after the adjournment of
the  meeting.  A director  may dissent to a specific  action at a meeting  while
assenting  to  others.  The right to dissent  to a  specific  action  taken at a
,meeting  of the Board of  Directors  or a  committee  of the Board shall not be
available to a director who voted in favor of such action.

     Section 11. Committees.  The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its members an
executive committee, an audit committee, and one or more other committees,  each
of which, to the extent provided in the resolution, shall have all the authority
of the  Board  of  Directors,  except  that no such  committee  shall  have  the
authority to: (i) declare dividends or distributions;  (ii) approve or recommend
to shareholders  actions or proposals required by the Colorado  Corporation Code
to be approved by  shareholders;  (iii) fill vacancies on the Board of Directors
or any committee thereof;  (iv) amend the By-laws;  (v) approve a plan of merger
not requiring shareholder approval; (vi) reduce earned or capital surplus; (vii)
authorize or approve the  reacquisition  of shares unless  pursuant to a general
formula or method  specified by the Board of Directors;  or (viii)  authorize or
approve  the  issuance or sale of, or any  contract to issue or sell,  shares or
designate the terms of a series of a class of shares  provided that the Board of
Directors, having acted regarding general authorization for the issuance or sale
of shares or any contract therefor and, in the case of a series, the designation
thereof,  may, pursuant to a general formula or method specified by the Board by
resolution or by adoption of a stock option or other plan, authorize a committee
to fix the terms of any contract for the sale of the shares and to fix the terms
upon which such shares may be issued or sold, including, without limitation, the
price, the dividend rate, provisions for redemption,  sinking fund,  conversion,
or voting or preferential  rights,  and provisions for other features of a class
of shares or a series of a class of shares, with full power of such committee to
adopt any final resolution  setting forth all terms thereof and to authorize the
statement of the terms of a series for filing with the  Secretary of State under
the Colorado Corporation Code.

     Neither the designation of any such committee,  the delegation of authority
to such  committee,  nor any action by the  committee  pursuant to its authority
shall alone constitute compliance by any member of the Board of Directors, nor a
member of the committee in question,  with his  responsibility to conform to the
standard of care set forth in Article III, Section 16 of these By-Laws.

     Section 12.  Executive  Committee.  The Board of  Directors,  by resolution
adopted  by a  majority  of the  number of  directors  fixed by  Section  2, may
designate  two or more  directors to constitute  an executive  committee,  which
shall have and may  exercise  all of the  authority of the Board of Directors or

                                       8
such lesser authority as may be set forth in said resolution. No such delegation
of  authority  shall  operate to relieve the Board of Directors or any member of
the Board from any responsibility imposed by law.

     Section 13. Audit Committee.  The Board of Directors, by resolution adopted
by a majority of the number of directors  fixed by Section 2, shall designate an
audit committee of not less than three nor more than five  directors.  The audit
committee  shall report to the Board of Directors from 'Lime to time or whenever
it shall be called upon to do so.

     Section 14. Compensation  Committee.  The Board of Directors, by resolution
adopted  by a  majority  of the  number of  directors  fixed by  Section  2, may
designate two or more  directors to  constitute a  Compensation  Committee.  The
Compensation   Committee   shall  have  as  its  primary   duty  the  making  of
recommendations  to the Board of Directors all matters  concerning various forms
of  compensation,  including  salaries  or stock  option  grants for  individual
officers,  as well as annually  recommend  general  ranges of  compensation  for
non-officer  employees  of the Company,  and to  recommend,  at least  annually,
compensation and committee assignments for directors.

     Section 15. Informal Action by Directors.  Any action required or permitted
?to be taken at a meeting of the  directors or any  committee  designated by the
Board of Directors may be taken without a meeting if a consent (or  counterparts
thereof) in writing,  setting forth the action so taken,  shall be signed all of
the directors  entitled to vote with respect to the subject  matter  thereof and
delivered to the Secretary the  corporation  for inclusion in the minutes or for
filing with the  corporate  records.  Such consent shall have the same force and
effect as a unanimous  vote of the  directors or committee  members,  and may be
stated as such in any  document.  Action  taken under this  Section is effective
when all  directors  or  committee  members  have signed the consent  unless the
consent specifies a different effective date.

     Section  16.  Telephonic  Meetings.  (One or more  members  of 6@e Board of
Directors or any committee  designated by the Board may participate in a meeting
of the  Board of  Directors  or a  committee  thereof  by  means  of  conference
telephone or similar communications equipment by which all persons participating
in the meeting can hear one another at the same time. Such  participation  shall
constitute presence in person at the meeting.

     Section 17.  Standard  of Care.  A director  shall  perform his duties as a
director,  including  his duties as a member of any  committee of the Board upon
which he may serve, in good faith,  in a manner he reasonably  believes to be in
the best  interests  of the  corporation,  and with such  care as an  ordinarily
prudent person in a like situation  should use under similar  circumstances.  In
performing  his duties,  a director  shall be  entitled to rely on  information,
opinions,  reports  or  statements,  including  financial  statements  and other
financial  data,  in each case  prepared  or  presented  by the  persons  herein
designated;  but he shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance to be
unwarranted. A person who so performs his duties shall not have any liability by
reason of being or having been a director of the corporation.

     The designated  persons on whom a director is entitled to rely are: (i) one
or more officers or employees of the  corporation  whom the director  reasonably
believes to be reliable and  competent in the matters  presented;  (ii) counsel,
public accountants or, other persons as to matters which the director reasonably
believes to be within such persons' professional or expert competence;  or (iii)
a committee of the Board upon which the director does not serve, duly designated
in  accordance  with Article  III,  Section 11 of these  By-Laws,  as to matters
within  its  designated  authority,  which  committee  the  director  reasonably
believes to merit confidence.

                                       9
Section     Agenda.    The order of business at all regular and special meetings
of the Board of Directors shall be:

                         1.  Calling of the roll.
                         2.  Reading and disposal of unapproved minutes.
                         3.  Reports of officers and committees.
                         4.  Report of audit committee.
                         5.  Old business.
                         6.  New business.
                         7.  Election of officers.
                         8.  Adjournment.

                                  ARTICLE IV.
                              Officers and Agents
                              -------------------

     Section 1. General.  The officers of the corporation  shall be a President,
one or more  Vice  Presidents,  a  Secretary,  and a  Treasurer.  The  Board  of
Directors may appoint such other officers,  assistant  officers,  committees and
agents,  including  a Chairman of the Board (who may also be  designated  as the
Chief Executive Officer),  Assistant  Secretaries and Assistant  Treasurers,  as
they may  consider  necessary  who shall be chosen in such manner and hold "heir
offices for such terms and have such  authority  and duties as from time to time
may be determined by the Board of Directors. The salaries of all the officers of
the  corporation  shall be fixed by the Board of Directors.  One person may hold
,more than one office,  except that no person may simultaneously hold the office
of President and Secretary.  In all cases where the duties of any officer, agent
or employee are not prescribed by the By-laws or by the Board of Directors, such
officer,  agent or  employee  shall  follow the orders and  instructions  of the
President and/or the Chief Executive Officer if one has been so designated.

     Section 2.  Election and Term of Office.  The  officers of the  corporation
shall be elected by the Board of Directors  annually at the first meeting of the
Board held after each annual  meeting of the  shareholders.  If the  election of
officers shall not be held at such meeting,  such election shall be held as soon
thereafter  as  conveniently  may be. Each  officer  shall hold office until the
first of the following occurs:  until his successor shall have been duly elected
and qualified;  or until his death; or until he shall resign;  or until he shall
have been removed in the manner hereinafter provided.

     Section  3.  Removal.  Any  officer or agent may be removed by the Board of
Directors  or by the  executive  committee  whenever  in its  judgment  the best
interests of the corporation  will be served thereby,  but such removal shall be
without  prejudice  to the  contract  rights,  if any, of the person so removed.
Election  or  appointment  of an  officer  or agent  shall not in itself  create
contract rights.

     Section 4. Vacancies.  A vacancy in any office,  however occurring,  may be
filled by the Board of Directors for the unexpired portion of the term.

     Section S. President. Subject to the direction and supervision of the Board
of Directors  and the Chairman of the Board who may be  designated  as the Chief
Executive  Officer,  the President shall be the Chief  Operating  Officer of the
corporation  and shall have  general  and  active  control  of its  affairs  and
business and general supervision of its officers,  agents and employees.  Unless
otherwise  directed by the Board of  Directors,  the  President  shall attend in
person or by  substitute  appointed  by him,  or shall  execute on behalf of the

                                       10
corporation written  instruments  appointing a proxy or proxies to represent the
corporation,  at all meetings of the  stockholders  of any other  corporation in
which the corporation holds any stock. He may, on behalf of the corporation,  in
person or by  substitute  or by proxy,  execute  written  waivers  of notice and
consents with respect to any such meetings.  At all such meetings and otherwise,
the  President,  in person or by substitute or proxy as aforesaid,  may vote the
stock so held by the  corporation  and may execute  written  consents  and other
instruments  with  respect to such stock and may exercise any and all rights and
powers  incident  to  the  ownership  of  said  stock,  subject  however  to the
instructions,  if any,  of the Board of  Directors.  The  President  shall  have
custody of the Treasurer's bond, if any.

     Section 6. Vice  Presidents.  The Vice  Presidents  shall  assist the Chief
Executive  Officer and the  President  and shall  perform  such duties as may be
assigned to them by the either the Chief  Executive  Officer or the President or
by the Board of Directors.  The corporation  shall have as many Vice Presidents,
including an Executive  Vice President and Senior Vice  President,  as the Board
deems necessary for the conduct of the corporation's business. In the absence of
the Chief Executive Officer or the President,  the Executive Vice President,  if
any (or, if there be more than one, the Vice Presidents in the order  designated
by the Board of Directors,  or if the Board makes no such designation,  then the
Vice  President  designated  by the  President,  or if neither the Board nor the
President makes any such designation, the Senior Vice President as determined by
the first  election to that office) shall have the powers and perform the duties
of the President.

     Section 7.  Secretary.  The  Secretary  shall:  (a) keep the minutes of the
proceedings of the shareholders,  executive committee,  audit committee, and the
Board of Directors;  (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 affix the seal to all
documents when authorized by the Board of Directors;  (d) keep at its registered
office or  principal  place of  business  within or  outside  Colorado  a record
containing the names and addresses of all  shareholders and the number and class
of shares held by each,  unless such a record shall be kept at the office of the
corporation's  transfer agent or registrar;  (e) sign with the  President,  or a
Vice  President,  certificates  for 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,  unless the
corporation  has a  transfer  agent;  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.  Assistant
Secretaries,  if any,  shall  have  the  same  duties  and  powers,  subject  to
supervision by the Secretary.  The directors and/or  shareholders  may, however,
respectively  designate a person other than the Secretary or Assistant Secretary
to keep the minutes of their respective meetings.

     Any books, records, or minutes of the corporation may be in written form or
in any form  capable of being  converted  into  written form within a reasonable
time.

     Section  8.  Treasurer.  The  Treasurer  shall be the  principal  financial
officer  of the  corporation,  shall  have the care and  custody  of all  funds,
securities,  evidences  of  indebtedness  and  other  personal  property  of the
corporation  and shall deposit the same in accordance  with the  instructions of
the Board of Directors.  He shall receive and give receipts and acquittances for
money paid in on account of the  corporation,  and shall pay out of the funds on

                                       11
hand all bills,  payrolls  and other just debts of the  corporation  of whatever
nature upon maturity.  He shall perform all other duties  incident to the office
of the Treasurer  and, upon request of the Board,  shall make such reports to it
as may be required  at any time.  He shall,  if required by the Board,  give the
corporation a bond in such sums and with such sureties as shall be  satisfactory
to the Board,  conditioned  upon the faithful  performance of his duties and for
the restoration to the  corporation of all books,  papers,  vouchers,  money and
other property of whatever kind in his possession or under his control belonging
to the  corporation.  He shall have such other  powers  and  perform  such other
duties as may from time to time be  prescribed  by the Board of  Directors,  the
Chief Executive Officer,  or the President.  The Assistant  Treasurer,39 if any,
shall  have the same  powers  and  duties,  subject  to the  supervision  of the
Treasurer.

     The  Treasurer  shall  also  be the  principal  accounting  officer  of the
corporation.  He shall  prescribe  and  maintain  the  methods  and  systems  of
accounting to be followed,  keep complete books and records of account,  prepare
and file all local,  state and federal tax  returns,  prescribe  and maintain an
adequate  system  of  internal  audit,  and  prepare  and  furnish  to the Chief
Executive  Officer and the  President  and the Board of Directors  statements of
account showing the financial position of the corporation and the results of its
operations.

                                   ARTICLE V.
                                     Stock
                                     -----

     Section  1.  Certificates.  The  shares of stock  shall be  represented  by
consecutively numbered certificates signed in the name of the corporation by its
President or a Vice President and the Secretary or an Assistant  Secretary,  and
shall be sealed with the seal of the corporation,  or with a facsimile  thereof.
The signatures of the  corporation's  officers on such  certificate  may also be
facsimiles  if  the  certificate  is  countersigned  by  a  transfer  agent,  or
registered by a registrar,  other than the corporation  itself or an employee of
the corporation. In case any officer who has signed or whose facsimile signature
has been  placed  upon such  certificate  shall have  ceased to be such  officer
before such certificate is issued,  it may be issued by the corporation with the
same effect as if he were such officer at the date of its issue. Certificates of
stock shall be in such form  consistent  with law as shall be  prescribed by the
Board of Directors.  No certificate shall be issued until the shares represented
thereby are fully paid.

     Section  2.  Consideration  for  Shares.  Shares  shall be issued  for such
consideration,  expressed in dollars @'but not less than the par value  thereof)
as  shall  be  fixed  from  time  to  time  by  the  Board  of  Directors.  Such
consideration may consist in whole or in part of money, other property, tangible
or intangible,  or in labor or services actually  performed for the corporation.
Neither  future  services,  nor the  promissory  note of a subscriber  or direct
purchaser of shares from the  corporation  nor the  unsecured  or  nonnegotiable
promissory note of any other person shall constitute payment or part payment for
shares of the corporation.

     Treasury  shares shall be disposed of for such  consideration  expressed in
dollars as may be fixed from time to time by the Board.

                                       12
Section 3. Lost Certificates.  In case of the alleged loss,  destruction or
mutilation  of a  certificate  of stock,  the Board of Directors  may direct the
issuance of a new  certificate in lieu thereof upon such terms and conditions in
conformity  with law as it may  prescribe.  The  Board of  Directors  may in its
discretion require a bond in such form and amount and with such surety as it nay
determine before issuing a new certificate.

     Section  4.Transfer of Shares.  Upon  surrender to the  corporation or to a
transfer  agent of the  corporation  of a certificate  of stock duly endorsed or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  and receipt of (i) such documentary stamps as may be required by law,
and (ii) evidence of compliance  with all applicable  securities  laws and other
restrictions, it shall be the duty of the corporation to issue a new certificate
to the person  entitled  thereto,  and cancel  the old  certificate.  Every such
transfer of stock shall be entered on the stock books of 'the corporation  which
shall be kept at its  Principal  office,  or by its transfer  agent or registrar
duly appointed.

     Except as provided in Article 11,  Sections  and 11 of these  By-Laws,  the
corporation  shall be entitled to treat the  registered  holder of any shares of
the corporation as the owner thereof for all purposes, and the corporation shall
not be bound to recognize  any equitable or other claim to, or interest in, such
shares or rights  deriving from such shares on the part of any person other than
the registered holder,  including without limitation any purchaser,  assignee or
transferee of such shares or rights deriving from such shares,  unless and until
such other person becomes the registered  holder of such shares.  whether or not
the corporation  shall have either actual or constructive  notice of the claimed
interest of such other person.

     Section 5. Transfer Agent, Registrars.  and Paying Agents. The Board may at
its  discretion  appoint one or more transfer  agents  registrars and agents for
making payment upon any class of stock,  bond,  debenture,  or other security of
the  corporation.  Such agents and  registrars  may be located  either within or
outside  Colorado.  They shall have such rights and duties and shall be entitled
to such compensation as may be agreed.

                                  ARTICLE VI.
                             Provision of Insurance
                             ----------------------

     By action of the Board of  Directors,  notwithstanding  any interest of the
directors in the action, the corporation may purchase and maintain insurance, in
such scope and amounts as the Board of Directors deems appropriate, on behalf of
any person who is or was a director,  officer, employee,  fiduciary, or agent of
the corporation,  or who, while a director,  officer,  employee,  fiduciary,  or
agent of any other foreign or domestic corporation or of any partnership,  joint
venture, trust, other enterprise or employee benefit plan, against any liability
asserted against, or incurred by, him in any such capacity or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such  liability  under  applicable  law. Any such  insurance  may be
procured from any insurance company  designated by the Board of Directors of the
corporation,  whether  such  insurance  company is formed under the laws of this
state or any other jurisdiction of the United States or elsewhere, including any
insurance  company  in which the  corporation  has an equity  interest  or other
interest, through stock ownership or otherwise.

                                       13
ARTICLE VIII.
                                 Miscellaneous
                                 -------------

     Section 1.  Waiver of Notice.  Whenever  notice is  required by law, by the
Articles  of  Incorporation  or by these  By-Laws,  a waiver  thereof in writing
signed by the  director,  shareholder  or other person  entitled to said notice,
whether before, at, or after the time stated therein,  or his appearance at such
meeting in person or (in the case of a shareholders' meeting) by proxy, shall be
equivalent to such notice.

     Section 2. Seal. The corporate seal of the corporation shall be circular in
form  and  shall  contain  the name of the  corporation  and the  words,  "Seal,
Colorado."

     Section 3.  Fiscal  Year.  The fiscal year of the  corporation  shall be as
established by the Board of Directors.

     Section 4.  Amendments.  The Board of  Directors  shall have power to make,
amend,  and repeal  the  By-Laws of the  corporation  at any  regular or special
meeting of the Board unless the shareholders, in making, amending or repealing a
particular By-Law,  provide expressly that the directors may not amend or repeal
such By-Law. The shareholders also shall have the power to make, amend or repeal
the By-Laws of the  corporation at any annual meeting or at any special  meeting
called for that purpose.

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

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

     Section 7. Definitions.  Except as otherwise specifically provided in these
By-Laws,  all terms used in these By-Laws  shall have the same  definition as in
the Colorado Corporation Code.

                                                                 Adopted12/ 5/88
                                                                  Amended8/21/89
                                                                  Amended2/16/93
                                                                  Amended5/ 6/93
                                                                 Amended10/18/94
                                                                  Amended2/13/95
                                                                  Amended2/12/98

                                       14