As Filed with the Securities                         Registration No.33-______
and Exchange Commission on
May 9, 2002

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                     ---------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933


                  The Exploration Company of Delaware, Inc. (1)
                  ---------------------------------------------
               (Exact name of issuer as specified in its charter)


    Delaware (1)                                                84-0793089
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                           Identification Number)

500 North Loop 1604 East, Suite 250, San Antonio, Texas            78232
--------------------------------------------------------------------------------
      (Address of Principal Executive Office)                   (Zip Code)


                          1995 Flexible Incentive Plan
--------------------------------------------------------------------------------
                            (Full title of the Plan)


                                 James E. Sigmon
                      500 North Loop 1604 East, Suite 250,
                            San Antonio, Texas 78232
--------------------------------------------------------------------------------
                    (Name and address of agent for service)


                                 (210) 496-5300
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                         Calculation of Registration Fee
================================================================================

                                                Proposed
Title of                        Proposed         maximum
securities        Amount         maximum        aggregate        Amount of
to be             to be       offering price    offering       registration
registered       registered      per unit        price            fee
--------------------------------------------------------------------------------
Common Stock
$.0l par value   1,300,000(2)    $ 2.43(3)    $ 3,159,000 (3)    $ 290.63 (3)


                                       1
<PAGE>

         (1)  Pursuant  to  Rule  414  of  the  Securities  Act  of  1933,  this
Registration Statement is filed by The Exploration Company of Delaware,  Inc., a
Delaware  corporation  (hereinafter  the  "Company"or  the  "Registrant"),   the
successor by merger to The Exploration Company, a Colorado corporation, to amend
the  Registration  Statement  filed  by  The  Exploration  Company,  a  Colorado
corporation,  on this form on November 25, 1996,  relating to the same  employee
benefit plan (the "Prior Registration Statement"). The Company hereby adopts the
Prior Registration  Statement as its own Registration Statement for all purposes
of the Securities Act of 1933 and the Securities Exchange Act of 1934, and files
this amendment to set forth additional information necessary to reflect material
changes made in connection  with or resulting from the succession by merger,  or
necessary to keep the Prior Registration  Statement from being misleading in any
material respect,  and such amendment has become  effective.  The Company's Plan
and  Agreement of Merger,  Certificate  of  Incorporation,  and  Certificate  of
Amendment of Certificate of Incorporation  are incorporated by reference in Item
3 of this Registration Statement.

         (2)  Pursuant  to  Rule  413  of  the  Securities  Act  of  1933,  this
Registration  Statement is filed to register  additional  securities (1,300, 000
shares)  of the same  class as other  securities  (400,000  shares)  for which a
Registration  Statement filed on this form on November 25, 1996, relating to the
same  employee  benefit plan, is effective.  This  Registration  Statement  also
covers such additional number of shares, presently undeterminable, as may become
issuable  under the plan in the event of Common  Stock  dividends,  Common Stock
splits, mergers, reorganizations, split-ups, combinations,  recapitalizations or
other changes in Common Stock.

         (3) Estimated  solely for the purpose of calculating the  registration
fee pursuant to Rule 457(h).


                                       2
<PAGE>

PART I     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information
         ----------------

         This information is omitted  pursuant to Rule 428(a)(1)  promulgated by
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933 (the "1933 Act").

Item 2.  Registrant Information and Employee Plan Annual Information
         -----------------------------------------------------------

         This information is omitted pursuant to Rule 428(a)(1) of the 1933 Act.



                                       3
<PAGE>
                                      I-1
PART II    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference
            ---------------------------------------

         The following  documents  filed by the Company with the  Commission are
incorporated  in and made a part of this  Registration  Statement by  reference:
Item 2,  "Description of Registrant's  Securities to be Registered," on Form 8-A
dated  February  1, 1980;  Annual  Report on Form 10-K for the fiscal year ended
December  31,  2001;  Registration  Statement  on Form S-8 filed on November 25,
1996, including without limitation, The 1995 Flexible Incentive Plan attached as
Exhibit 4.3 thereto; and the Company's Plan and Agreement of Merger, Certificate
of Incorporation,  and Certificate of Amendment of Certificate of Incorporation,
attached as  Appendices  "A",  "B",  and "C",  respectively,  to  Schedule  14A,
Definitive Proxy Statement, filed on February 2, 1999.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14, and 15(d) of the Securities  Exchange Act of 1934 (the "1934
Act") after the date of this Registration Statement,  and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
thereof from the date of the filing of such documents.

Item 4.     Description of Securities
            -------------------------

         Non-applicable.

Item 5.     Interests of Named Experts and Counsel
            --------------------------------------

         Non-applicable.

Item 6.     Indemnification of Directors and Officers
            -----------------------------------------

         The Company shall  indemnify  its  directors,  officers,  employees and
agents to the fullest extent permitted by the Delaware  General  Corporation Law
and its Certificate of Incorporation.

         The Company's Certificate of Incorporation  eliminates liability of the
Company's directors for monetary damages for breaches of their fiduciary duty as
a director,  except for liability (i) for any breach of the  director's  duty of
loyalty to the Company or its  stockholders,  (ii) for acts or omissions  not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law,  (iii) under Section 174 of the Delaware  General  Corporation  Law, as the
same exists or hereafter may be amended,  or (iv) for any transaction from which
the director  derived an improper  personal  benefit.  If the  Delaware  General
Corporation  Law  hereafter is amended to authorize the further  elimination  or
limitation on personal liability of directors,  then the liability of a director
of the Company,  in addition to the  limitation on personal  liability  provided
herein, shall be limited to the fullest extent

                                       4
<PAGE>

permitted  by the  amended  Delaware  General  Corporation  Law.  Any  repeal or
modification  of this  paragraph  by the  stockholders  of the Company  shall be
prospective  only, and shall not adversely affect any limitation on the personal
liability  of a director of the  Company  existing at the time of such repeal or
modification.

         The Company may maintain  insurance,  at its expense, to protect itself
and  any  director,  officer,  employee  or  agent  of the  Company  or  another
corporation,  partnership,  joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the Company would have the power
to  indemnify  such person  against  such  expense,  liability or loss under the
Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

         Non-applicable.

Item 8.  Exhibits
         --------

                   3.1     The Company's Amended and Restated Bylaws.
                  23.1     Consent of Independent Public Accountants.
                  23.2     Consent of Counsel.

Item 9.  Undertakings
         ------------

     (a)  The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
          made, a post- effective amendment to this registration statement:

                           (i)  To include any prospectus  required by Section
                  10(a)(3) of the 1933 Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represents a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement;

                           Provided,  however,  that  paragraphs  (a)(1)(i)  and
                  (a)(1)(ii) above do not apply if the registration statement is
                  on Form S-3 or Form  S-8 and the  information  required  to be
                  included in a post-effective  amendment by those paragraphs is
                  contained in

                                       5
<PAGE>

                  periodic reports filed by the registrant pursuant to Section
                  13 or Section 15(d) of the 1934 Act that are incorporated by
                  reference in the registration statement.

               (2) That, for the purpose of determining  any liability under the
          1933 Act, each such  post-effective  amendment shall be deemed to be a
          new registration statement relating to the securities offered therein,
          and the offering of such securities at that time shall be deemed to be
          the initial bona fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
          amendment any of the securities  being  registered which remain unsold
          at the termination of the offering.

     (b)  The undersigned  Registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under  the 1933 Act,  each  filing of the
          Registrant's  annual report  pursuant to Section 13a or Section 15d of
          the 1934 Act  (and,  where  applicable,  each  filing  of an  employee
          benefit plan's annual report  pursuant to Section 15d of the 1934 Act)
          that is incorporated by reference in the registration  statement shall
          be  deemed  to  be  a  new  registration  statement  relating  to  the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof.

     (c)  The undersigned Registrant hereby undertakes to deliver or cause to be
          delivered with the prospectus, to each employee to whom the prospectus
          is sent or given, the latest annual report to security holders that is
          incorporated by reference in the prospectus and furnished  pursuant to
          and  meeting  the  requirements  of Rule 14a-3 or Rule 14c-3 under the
          1934 Act; and,  where  interim  financial  information  required to be
          presented  by  Article  3 of  Regulation  S-X are not set forth in the
          prospectus,  to deliver,  or cause to be  delivered  to each person to
          whom the prospectus is sooner given,  the latest quarterly report that
          is specifically incorporated by reference in the prospectus to provide
          such interim financial information.

     (d)  Insofar as indemnification  for liabilities arising under the 1933 Act
          may be permitted to directors, officers and controlling persons of the
          Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
          Registrant has been advised that in the opinion of the Commission such
          indemnification  is against public policy as expressed in the 1933 Act
          and is,  therefore,  unenforceable.  In the  event  that a  claim  for
          indemnification  against such  liabilities  (other than the payment by
          the  Registrant of expenses  incurred or paid by director,  officer or
          controlling  person of the Registrant  the  successful  defense of any
          action,  suit or proceeding) as asserted by such director,  officer or
          controlling person in connection with the securities being registered,
          the Registrant  will,  unless in the opinion of its counsel the matter
          has  been  settled  by  controlling  precedent,  submit  to a court of
          appropriate  jurisdiction the question of whether such indemnification
          by it is against the public  policy as  expressed  in the 1933 Act and
          will be governed by the final adjudication of such issue.

                                       6
<PAGE>
                                   SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  registration  statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the City of San Antonio, State of Texas, on May 9,
2002.
                                    REGISTRANT:

                                    THE EXPLORATION COMPANY OF DELAWARE, INC.


                             By:    /s/ Roberto R. Thomae
                                    -------------------------
                                    Roberto R. Thomae, Chief Financial Officer


                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.


5/25/01                            By:   /s/ Stephen M. Gose, Jr.
-------                                  ------------------------
Date                                    Stephen M. Gose, Jr.
                                        Chairman of the Board of Directors


5/25/01                            By:   /s/ James E.Sigmon
-------                                  ------------------
Date                                    James E. Sigmon, President
                                        Chief Executive Officer and Director


5/25/01                            By:   /s/ Thomas H. Gose
-------                                  ------------------
Date                                    Thomas H. Gose, Director


5/25/01                            By:   /s/ Michael J. Pint
-------                                  -------------------
Date                                    Michael J. Pint, Director


5/25/01                            By:   /s/ Alan L. Edgar
-------                                  -----------------
Date                                    Alan L. Edgar, Director


5/25/01                            By:   /s/ Robert L. Foree, Jr.
-------                                  ------------------------
Date                                    Robert L. Foree, Jr., Director


5/25/01                            By:   /s/ Roberto R. Thomae
-------                                  ---------------------
Date                                    Roberto  R.  Thomae
                                        Chief Financial Officer
                                        Secretary/Treasurer, Vice-President of
                                        Finance and Principal Accounting Officer

                                       7
<PAGE>


                                   EXHIBIT 3.1
                                   -----------

                           AMENDED AND RESTATED BYLAWS

                                       OF

                    THE EXPLORATION COMPANY OF DELAWARE, INC.

                               (the "Corporation")

                                    ARTICLE I

                                     OFFICES

     Section 1.  Registered  Office.  The registered  office of the  Corporation
shall be in c/o  Corporation  Service  Company,  1013 Centre  Road,  Wilmington,
Delaware 19805.

     Section 2. Other  Offices.  The  Corporation  may also have offices at such
other  places,  both within and without the State of  Delaware,  as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1. Place of Meetings. Meetings of stockholders for all purposes may
be held at such time and place,  either within or without the State of Delaware,
as shall be stated in the notice of the meeting or in a duly executed  waiver of
notice thereof.

     Section  2.  Annual  Meeting.  An annual  meeting  of  stockholders  of the
Corporation  shall be held each  calendar  year on such date and at such time as
shall be  designated  from time to time by the Board of Directors  and stated in
the  notice  of the  meeting  or in a duly  executed  waiver  of  notice of such
meeting.  At such meeting,  the stockholders  shall elect directors and transact
such other business as may properly be brought before the meeting.

     Section 3. Special Meetings. Special meetings of the stockholders,  for any
purpose or purposes,  unless otherwise prescribed by statute, the Certificate of
Incorporation  or these  Bylaws,  may be called by the President or the Board of
Directors.  Business transacted at all special meetings shall be confined to the
purposes stated in the notice of the meeting.

                                     3.1-1
<PAGE>

     Section 4. Notice.  Written or printed notice stating the place,  date, and
hour of each meeting of the stockholders  and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be given not less
than ten (10) nor more than  sixty  (60) days  before  the date of the  meeting,
either  personally  or by mail,  by or at the  direction of the  President,  the
Secretary,  or the officer or person(s) calling the meeting, to each stockholder
of record  entitled  to vote at such  meeting.  If such  notice is to be sent by
mail, it shall be directed to such  stockholder  at his address as it appears on
the records of the Corporation, unless he shall have filed with the Secretary of
the  Corporation  a written  request that notices to him be mailed to some other
address, in which case it shall be directed to him at such other address. Notice
of any  meeting  of  stockholders  shall  not be  required  to be  given  to any
stockholder  who shall  attend such meeting in person or by proxy and shall not,
at the  beginning of such  meeting,  object to the  transaction  of any business
because the meeting is not  lawfully  called or convened,  or who shall,  either
before or after the meeting,  submit a signed waiver of notice,  in person or by
proxy.

     Section 5.  Voting  List.  At least ten (10) days  before  each  meeting of
stockholders,  the Secretary or other officer of the  Corporation who has charge
of the  Corporation's  stock ledger,  either directly or through another officer
appointed  by him or  through  a  transfer  agent  appointed  by  the  Board  of
Directors, shall prepare a complete list of the stockholders entitled to vote at
the  meeting,  arranged  in  alphabetical  order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting,  either at a place within the city where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting  or a duly  executed  waiver  of notice  of such  meeting  or, if not so
specified, at the place where the meeting is to be held. Such list shall also be
produced  and kept at the time and place of the meeting at all times during such
meeting and may be inspected by any stockholder who is present.

     Section  6.  Quorum.  The  holders  of one half of the  outstanding  shares
entitled to vote on a matter,  present in person or represented by proxy,  shall
constitute a quorum at any meeting of stockholders, except as otherwise provided
by statute,  the Certificate of Incorporation or these Bylaws. If a quorum shall
not be present at any meeting of stockholders, the stockholders entitled to vote
thereat who are present,  in person or by proxy, or, if no stockholder  entitled
to vote is present, any officer of the Corporation, may adjourn the meeting from
time to time until a quorum  shall be present.  When a meeting is  adjourned  to
another time or place,  notice need not be given of the adjourned meeting if the
time and place are announced at the meeting at which the  adjournment  is taken.
At any adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the original meeting had a quorum
been present;  provided  that, 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 stockholder of
record entitled to vote at the adjourned meeting.

                                     3.1-2
<PAGE>

     Section 7. Required Vote; Withdrawal Of Quorum. When a quorum is present at
any meeting,  the vote of the holders of at least a majority of the  outstanding
shares entitled to vote who are present, in person or by proxy, shall decide any
question  brought  before the meeting,  unless the question is one on which,  by
express provision of statute,  the Certificate of Incorporation or these Bylaws,
a different vote is required,  in which case such express provision shall govern
and control the decision of the  question.  The  stockholders  present at a duly
constituted  meeting  may  continue  to  transact  business  until  adjournment,
notwithstanding  the  withdrawal  of enough  stockholders  to leave  less than a
quorum.

     Section  8.  Method  of  Voting:   Proxies.

     (a) Each outstanding  share,  regardless of class, shall be entitled to one
vote on each matter submitted to a vote at a meeting of stockholders,  except to
the  extent  that the voting  rights of the  shares of any class or classes  are
limited, denied, increased or decreased by the Certificate of Incorporation.

     (b) Each  stockholder  entitled to vote at a meeting of  stockholders or to
express consent or dissent to corporate  action in writing without a meeting may
authorize  another person or persons to act for him by proxy,  but no such proxy
shall be voted or acted  upon after  three (3) years  from its date,  unless the
proxy provides for a longer period. Each proxy shall be filed with the Secretary
of the Corporation prior to or at the time of the meeting.

     (c)  Without  limiting  the  manner in which a  stockholder  may  authorize
another  person or persons to act for him as proxy pursuant to subsection (b) of
this  section,  the  following  shall  constitute  a  valid  means  by  which  a
stockholder may grant such authority:

                  (i) A stockholder  may execute a writing  authorizing  another
         person  or  persons  to  act  for  him  as  proxy.   Execution  may  be
         accomplished by the stockholder or by an authorized officer,  director,
         employee or agent of the  stockholder  signing  such writing or causing
         such  stockholder's  signature  to be  affixed  to such  writing by any
         reasonable means including, but not limited to, by facsimile signature.

                  (ii) A stockholder may authorize  another person or persons to
         act for him as proxy by transmitting or authorizing the transmission of
         a telegram, cablegram, or other means of electronic transmission to the
         person who will be the  holder of the proxy or to a proxy  solicitation
         firm, proxy support service  organization or like agent duly authorized
         by the  person  who will be the  holder  of the proxy to  receive  such
         transmission, provided that any such telegram, cablegram or other means
         of electronic  transmission  must either set forth or be submitted with
         information  from  which  it  can  be  determined  that  the  telegram,
         cablegram  or  other  electronic  transmission  was  authorized  by the
         stockholder.  If it is determined  that such  telegrams,  cablegrams or
         other electronic  transmissions  are valid, the inspectors or, if there
         are no inspectors,  such other persons making that determination  shall
         specify the information upon which they relied.

                                     3.1-3
<PAGE>

     (d) Any copy, facsimile telecommunication or other reliable reproduction of
the writing or transmission  created  pursuant to subsection (c) of this section
may be substituted or used in lieu of the original  writing or transmission  for
any and all  purposes for which the original  writing or  transmission  could be
used, provided that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing or transmission.

     (e) A duly  executed  proxy  shall be  irrevocable  if it states that it is
irrevocable  and if and  only  as  long  as,  it is  coupled  with  an  interest
sufficient in law to support an irrevocable power.

     Section 9. Record Date. (a) In order that the Corporation may determine the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any  adjournment  thereof,  the Board of Directors may fix a record date,  which
record  date shall not  precede  the date upon which the  resolution  fixing the
record date is adopted by the Board of  Directors,  and which  record date shall
not be more than sixty (60) nor less than ten (10) days  before the date of such
meeting.  If no record date is fixed by the Board of Directors,  the record date
for  determining  stockholders  entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given,  or, if notice is waived,  at the close of business on
the day next preceding the day on which the meeting is held. A determination  of
stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.

     (b) In order that the Corporation may determine the  stockholders  entitled
to  consent to  corporate  action in  writing  without a  meeting,  the Board of
Directors  may fix a record  date,  which record date shall not precede the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors,  and which  date  shall not be more than ten (10) days after the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors.  if no  record  date has been  fixed by the Board of  Directors,  the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting,  when no prior action by the Board of Directors is
required by statute or these  Bylaws,  shall be the first date on which a signed
written  consent  setting  forth the  action  taken or  proposed  to be taken is
delivered to the  Corporation by delivery to its registered  office in Delaware,
its  principal  place of  business,  or an officer  or agent of the  Corporation
having custody of the book in which  proceedings of meetings of stockholders are
recorded.  Such delivery  shall be by hand or by certified or  registered  mail,
return  receipt  requested.  If no  record  date has been  fixed by the Board of
Directors  and prior  action by the Board of Directors is required by statute or
these Bylaws, the record date for determining  stockholders  entitled to consent
to  corporate  action in  writing  without  a  meeting  shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action.

                                     3.1-4
<PAGE>

     (c) In order that the Corporation may determine the  stockholders  entitled
to receive  payment of any  dividend or other  distribution  or allotment of any
rights or the  stockholders  entitled to  exercise  any rights in respect of any
change,  conversion or exchange of stock, or for the purpose of any other lawful
action,  the Board of Directors  may fix a record date,  which record date shall
not  precede  the date upon  which the  resolution  fixing  the  record  date is
adopted,  and which  record date shall be not more than sixty (60) days prior to
such  action.  if no  record  date is fixed,  the  record  date for  determining
stockholders  for any such purpose  shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

     Section 10. Action Without  Meeting.  (a) In order that the Corporation may
determine the  stockholders  entitled to consent to corporate  action in writing
without a meeting,  the Board of Directors  may fix a record date,  which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of  Directors,  and which date shall not be more than 10
days after the date upon which the resolution  fixing the record date is adopted
by the  Board of  Directors.  Any  stockholder  of  record  seeking  to have the
stockholders  authorize or take corporate  action by written  consent shall,  by
written notice to the Secretary,  request the Board of Directors to fix a record
date. The Board of Directors  shall  promptly,  but in all events within 10 days
after the date on which such a request is received,  adopt a  resolution  fixing
the record  date.  If no record  date has been  fixed by the Board of  Directors
within 10 days of the date on which such a request is received,  the record date
for determining  stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
applicable  law,  shall be the  first  date on which a  signed  written  consent
setting  forth the action  taken or  proposed  to be taken is  delivered  to the
Corporation by delivery to its registered  office in the State of Delaware,  its
principal place of business,  or any officer or agent of the Corporation  having
custody  of the  book in which  proceedings  of  meetings  of  stockholders  are
recorded.  Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.  If no record date
has been  fixed by the  Board of  Directors  and  prior  action  by the Board of
Directors  is  required  by  applicable  law,  the record  date for  determining
stockholders  entitled  to consent  to  corporate  action in  writing  without a
meeting  shall be at the  close of  business  on the date on which  the Board of
Directors adopts the resolution taking such prior action.

     (b)  Every  written  consent  shall  bear  the  date of  signature  of each
stockholder  who signs the written  consent,  and the written  consents  will be
valid for a maximum of sixty (60) days after the record date. No written consent
shall be  effective  to take the  corporate  action  referred to therein  unless
within  sixty  (60)  days  of the  record  date  written  consents  signed  by a
sufficient   number  of  stockholders  to  take  action  are  delivered  to  the
Corporation in the manner required by this section.

                                     3.1-5
<PAGE>

     Section 11. Inspectors of Elections. The Board of Directors may, in advance
of any meeting of  stockholders,  appoint one or more  inspectors to act at such
meeting or any adjournment  thereof. If any of the inspectors so appointed shall
fail to appear or act, the chairman of the meeting shall, or if inspectors shall
not have been  appointed,  the chairman of the meeting may,  appoint one or more
inspectors.  Each  inspector,  before entering upon the discharge of his duties,
shall take and sign an oath  faithfully  to execute the duties of  inspector  at
such meeting with strict  impartiality and according to the best of his ability.
The  inspectors  shall  determine  the number of shares of capital  stock of the
Corporation  out  standing  and the voting  power of each,  the number of shares
represented  at the meeting,  the  existence  of a quorum,  and the validity and
effect of proxies  and shall  receive  votes,  ballots,  or  consents,  hear and
determine all challenges and questions  arising in connection  with the right to
vote, count and tabulate all votes, ballots, or consents, determine the results,
and do such acts as are proper to conduct the election or vote with  fairness to
all  stockholders.  On request of the  chairman of the meeting,  the  inspectors
shall make a report in writing of any challenge,  request,  or matter determined
by them and shall execute a  certificate  of any fact found by them. No director
or candidate for the office of director shall act as an inspector of an election
of directors. Inspectors need not be stockholders.

     Section  12.  Advance  Notice of  Stockholder  Nominations  and  Proposals.
Nominations of persons for election to the Board and the proposal of business to
be  transacted  by  the  stockholders  may  be  made  at an  annual  meeting  of
stockholders  (a)  pursuant to the  Corporation's  notice  with  respect to such
meeting,  (b) by or at the direction of the Board or (c) by any  stockholder  of
record of the  Corporation  who was a  stockholder  of record at the time of the
giving of the notice provided for in the following paragraph, who is entitled to
vote at the meeting and who has complied with the notice procedures set forth in
this section.

     For  nominations or other business to be properly  brought before an annual
meeting by a stockholder pursuant to clause (c) of the foregoing paragraph,  (1)
the  stockholder  must have  given  timely  notice  thereof  in  writing  to the
Secretary of the  Corporation,  (2) such  business  must be a proper  matter for
stockholder  action  under the  Delaware  General  Corporation  Law,  (3) if the
stockholder,  or the  beneficial  owner on whose  behalf  any such  proposal  or
nomination is made, has provided the Corporation with a Solicitation  Notice, as
that term is defined in subclause  (c)(iii) of this paragraph,  such stockholder
or  beneficial  owner must,  in the case of a proposal,  have  delivered a proxy
statement  and form of proxy  to  holders  of at  least  the  percentage  of the
Corporation's  voting shares  required  under  applicable  law to carry any such
proposal, or, in the case of a nomination or nominations, have delivered a proxy
statement  and form of proxy to holders  of a  percentage  of the  Corporation's
voting shares reasonably believed by such stockholder or beneficial holder to be
sufficient  to elect the nominee or nominees  proposed to be  nominated  by such
stockholder,  and must,  in either case,  have  included in such  materials  the
Solicitation  Notice and (4) if no Solicitation Notice relating thereto has been
timely provided  pursuant to this section,  the stockholder or beneficial  owner
proposing  such  business  or  nomination  must not have  solicited  a number of
proxies  sufficient to have required the delivery of such a Solicitation  Notice
under this section.

                                     3.1-6
<PAGE>

     To be timely, a stockholder's notice shall be delivered to the Secretary at
the principal executive offices of the Corporation not less than 45 or more than
75 days prior to the first anniversary (the  "Anniversary") of the date on which
the Corporation first mailed its proxy materials for the preceding year's annual
meeting  of  stockholders;  provided,  however,  that if the date of the  annual
meeting is  advanced  more than 30 days prior to or delayed by more than 30 days
after the  anniversary  of the preceding  year's annual  meeting,  notice by the
stockholder  to be  timely  must be so  delivered  not  later  than the close of
business on the later of (i) the 90th day prior to such  annual  meeting or (ii)
the 10th day following the day on which public  announcement of the date of such
meeting is first made.

     Such  stockholder's  notice shall set forth: (a) as to each person whom the
stockholder  proposes to nominate for election or  reelection  as a director all
information  relating to such person as would be  required  to be  disclosed  in
solicitations of proxies for the election of such nominees as directors pursuant
to  Regulation  14A under the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  and such person's  written  consent to serve as a director if
elected;  (b) as to any other  business that the  stockholder  proposes to bring
before the  meeting,  a brief  description  of such  business,  the  reasons for
conducting  such  business  at the  meeting  and any  material  interest in such
business of such  stockholder and the beneficial  owner, if any, on whose behalf
the  proposal  is made;  (c) as to the  stockholder  giving  the  notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address of such  stockholder,  as they appear on the  corporation's
books, and of such beneficial  owner, (ii) the class and number of shares of the
Corporation  that are owned  beneficially  and of record by such stockholder and
such beneficial  owner,  and (iii) whether either such stockholder or beneficial
owner  intends to deliver a proxy  statement and form of proxy to holders of, in
the case of a proposal,  at least the  percentage  of the  Corporation's  voting
shares required under  applicable law to carry the proposal or, in the case of a
nomination or nominations,  a sufficient  number of holders of the Corporation's
voting  shares to elect such  nominee or nominees (an  affirmative  statement of
such intent, a "Solicitation Notice").

     Notwithstanding  anything in the second sentence of the second paragraph of
this Section 12 to the contrary, in the event that the number of directors to be
elected to the Board is increased and there is no public announcement naming all
of the nominees for director or specifying the size of the increased  Board made
by the  corporation at least 55 days prior to the  Anniversary,  a stockholder's
notice  required by this Bylaw shall also be  considered  timely,  but only with
respect to nominees for any new positions created by such increase,  if it shall
be  delivered  to  the  Secretary  at the  principal  executive  offices  of the
Corporation  not later than the close of business on the 10th day  following the
day on which such public announcement is first made by the Corporation.

                                     3.1-7
<PAGE>

     Only persons  nominated in accordance with the procedures set forth in this
Section 12 shall be eligible and  qualified to serve as directors  and only such
business shall be conducted at an annual meeting of  stockholders  as shall have
been brought  before the meeting in accordance  with the procedures set forth in
this  section.  The chair of the  meeting  shall  have the power and the duty to
determine whether a nomination or any business proposed to be brought before the
meeting  has been  made in  accordance  with the  procedures  set forth in these
By-laws and, if any proposed  nomination or business is not in  compliance  with
these By-laws,  to declare that such defective  proposed  business or nomination
shall  not be  presented  for  stockholder  action at the  meeting  and shall be
disregarded.

     Only such business shall be conducted at a special  meeting of stockholders
as shall have been  brought  before the meeting  pursuant  to the  Corporation's
notice of meeting.  Nominations of persons for election to the Board may be made
at a special  meeting  of  stockholders  at which  directors  are to be  elected
pursuant to the  Corporation's  notice of meeting (a) by or at the  direction of
the  Board or (b) by any  stockholder  of  record  of the  Corporation  who is a
stockholder  of record at the time of  giving  of  notice  provided  for in this
paragraph,  who shall be entitled to vote at the meeting and who  complies  with
the notice procedures set forth in this Section 12.  Nominations by stockholders
of persons for  election  to the Board may be made at such a special  meeting of
stockholders if the  stockholder's  notice  required by the second  paragraph of
this Section 12 shall be delivered to the Secretary at the  principal  executive
offices of the  corporation not later than the close of business on the later of
the 90th day prior to such special  meeting or the 10th day following the day on
which public  announcement  is first made of the date of the special meeting and
of the nominees proposed by the Board to be elected at such meeting.

     For purposes of this section,  "public  announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or a
comparable  national  news  service  or in a  document  publicly  filed  by  the
corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

     Notwithstanding the foregoing  provisions of this Section 12, a stockholder
shall also comply with all applicable  requirements  of the Exchange Act and the
rules and  regulations  thereunder  with  respect to  matters  set forth in this
Section 12.  Nothing in this  Section 12 shall be deemed to affect any rights of
stockholders  to request  inclusion  of  proposals  in the  Corporation's  proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

                                   ARTICLE III

                                    DIRECTORS

     Section 1. Management. The business and affairs of the Corporation shall be
managed  by its  Board of  Directors  who may  exercise  all such  powers of the
Corporation  and do all such lawful  acts and things as are not by statute,  the
Certificate  of  Incorporation  or  these  Bylaws  directed  or  required  to be
exercised or done by the stockholders. The Board of Directors shall keep regular
minutes of its proceedings.

                                     3.1-8
<PAGE>

     Section 2. Number;  Election.  The Board of Directors  shall  consist of no
less than one (1) nor more than ten (10) directors, who need not be stockholders
or  residents of the State of Delaware.  The  directors  shall be elected at the
annual meeting of the  stockholders,  except as hereinafter  provided,  and each
director  elected shall hold office until his successor is elected and qualified
or until his earlier resignation or removal.

     Section 3. Change in Number.  The number of  directors  may be increased or
decreased from time to time by resolution  adopted by the affirmative  vote of a
majority of the Board of  Directors,  but no  decrease  shall have the effect of
shortening the term of any incumbent director.

     Section 4. Removal. Any director may be removed,  with or without cause, at
any annual or special meeting of  stockholders,  by the affirmative  vote of the
holders of a majority  of the shares  represented  in person or by proxy at such
meeting and entitled to vote for the election of such director, if notice of the
intention to act upon such matters  shall have been given in the notice  calling
such meeting.

     Section  5.  Vacancies  and  Newly  Created  Directorships.  Vacancies  and
newly-created directorships resulting from any increase in the authorized number
of  directors  may be filled by a  majority  of the  directors  then in  office,
although less than a quorum, or by a sole remaining  director.  Each director so
chosen  shall hold office until the first annual  meeting of  stockholders  held
after his election and until his successor is elected and qualified or until his
earlier resignation or removal. If at any time there are no directors in office,
an election of directors may be held in the manner  provided by statute.  Except
as otherwise  provided in these Bylaws,  when one or more directors shall resign
from the Board of  Directors,  effective  at a future  date,  a majority  of the
directors then in office,  including those who have so resigned,  shall have the
power to fill such  vacancy or  vacancies,  the vote thereon to take effect when
such resignation or resignations  shall become  effective,  and each director so
chosen shall hold office as provided in these Bylaws with respect to the filling
of other vacancies.

     Section 6. Election of Directors;  Cumulative Voting  Prohibited.  At every
election of directors,  each stockholder  shall have the right to vote in person
or by proxy the  number of voting  shares  owned by him for as many  persons  as
there are directors to be elected and for whose election he has a right to vote.
Cumulative voting shall be prohibited.

     Section 7. Place of Meetings.  The  directors of the  Corporation  may hold
their meetings,  both regular and special, either within or without the State of
Delaware.

     Section 8. First  Meetings.  The first  meeting of each newly elected Board
shall be held without further notice immediately following the annual meeting of
stockholders,  and at  the  same  place,  unless  by  unanimous  consent  of the
directors then elected and serving, such time or place shall be changed.

     Section 9. Regular Meetings. Regular meetings of the Board of Directors may
be held  without  notice at such  time and  place as shall  from time to time be
determined by the Board of Directors.

                                     3.1-9
<PAGE>

     Section 10. Special  Meetings.  Special  meetings of the Board of Directors
may be called by the  President  on three  (3)  days'  notice to each  director,
either  personally or by mail or by telegram.  Special meetings may be called in
like  manner  and on  like  notice  on the  written  request  of any  one of the
directors.  Except  as may be  otherwise  expressly  provided  by  statute,  the
Certificate  of  Incorporation  or these  Bylaws,  neither  the  business  to be
transacted  at, nor the purpose of, any special  meeting  need be specified in a
notice or waiver of notice.

     Section 11. Quorum. At all meetings of the Board of Directors, the presence
of a majority of the directors shall be necessary and sufficient to constitute a
quorum  for the  transaction  of  business,  and the vote of a  majority  of the
directors  present at any meeting at which a quorum is present  shall be the act
of the Board of Directors,  except as may be otherwise  specifically provided by
statute,  or the Certificate of Incorporation or these Bylaws. If a quorum shall
not be present at any meeting of directors,  the directors  present  thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     Section 12. Action Without Meeting; Telephone Meetings. Any action required
or  permitted  to be taken at a  meeting  of the  Board of  Directors  or of any
committee  thereof  may be taken  without a meeting  if a  consent  in  writing,
setting forth the action so taken,  is signed by all the members of the Board of
Directors or  committee,  as the case may be. Such  consent  shall have the same
force and effect as a unanimous vote at a meeting.  Subject to applicable notice
provisions and unless otherwise  restricted by the Certificate of Incorporation,
members of the Board of Directors,  or any committee  designated by the Board of
Directors,  may  participate  in and  hold a  meeting  by  means  of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating  in the  meeting can hear each other,  and  participation  in such
meeting  shall  constitute  presence in person at such  meeting,  except where a
person's   participation  is  for  the  express  purpose  of  objecting  to  the
transaction  of any  business  on the ground  that the  meeting is not  lawfully
called or convened.

     Section  13.  Chairman  of the Board.  The Board of  Directors  may elect a
Chairman  of the Board to preside at their  meetings  and to perform  such other
duties as the Board of Directors may from time to time assign to him.

     Section 14. Compensation.  Directors, as such, shall not receive any stated
salary for their services, but, by resolution of the Board of Directors, a fixed
sum and expenses of  attendance,  if any, may be allowed for  attendance at each
regular or special  meeting of the Board of  Directors;  provided,  that nothing
herein  contained  shall be construed to preclude any director  from serving the
Corporation in any other capacity and receiving compensation therefor.

                                     3.1-10
<PAGE>
                                   ARTICLE IV.

                                   COMMITTEES

     Section 1. Designation. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees.

     Section 2. Number; Qualification; Term. Each committee shall consist of one
or more  directors  appointed by resolution  adopted by a majority of the entire
Board of  Directors.  The  number  of  committee  members  may be  increased  or
decreased  from time to time by  resolution  adopted by a majority of the entire
Board of Directors. Each committee member shall serve as such until the earliest
of (i) the  expiration  of his  term as  director,  (ii)  his  resignation  as a
committee member or as a director, or (iii) his removal as a committee member or
as a director.

     Section 3. Authority.  Each committee,  to the extent expressly provided in
the resolution of the Board of Directors establishing such committee, shall have
and  may  exercise  all of  the  authority  of the  Board  of  Directors  in the
management of the business and affairs of the  Corporation  except to the extent
expressly  restricted by statute,  the  Certificate  of  Incorporation  or these
Bylaws.

     Section 4. Committee  Changes;  Removal.  The Board of Directors shall have
the power at any time to fill  vacancies in, to change the  membership of and to
discharge any committee. The Board of Directors may remove any committee member,
at any time, with or without cause.

     Section 5.  Alternate  Members of  Committees.  The Board of Directors  may
designate one or more directors as alternate members of any committee.  Any such
alternate member may replace any absent or disqualified member at any meeting of
the committee.

     Section 6. Regular Meetings.  Regular meetings of any committee may be held
without notice at such time and place as may be designated  from time to time by
the committee and communicated to all members thereof.

     Section 7. Special Meetings.  Special meetings of any committee may be held
whenever  called by any  committee  member.  The  committee  member  calling any
special meeting shall cause notice of such special  meeting,  including  therein
the time and place of such special meeting, to be given to each committee member
at least two (2) days before such  special  meeting.  Neither the business to be
transacted  at, nor the purpose of any special  meeting of any committee need be
specified in the notice or waiver of notice of any special meeting.

     Section 8. Quorum;  Majority Vote. At meetings of any committee, a majority
of the number of members designated by the Board of Directors shall constitute a
quorum for the transaction of business.  If a quorum is not present at a meeting
of any committee, a majority of the members present may adjourn the meeting from
time to time, without notice other than an announcement at the meeting,  until a
quorum is present.  The act of a majority of the members  present at any meeting
at which a quorum is in attendance  shall be the act of a committee,  unless the
act of a greater number is required by law, the Certificate of  Incorporation or
these Bylaws.

                                     3.1-11
<PAGE>

     Section 9. Minutes.  Each committee  shall cause minutes of its proceedings
to be  prepared  and shall  report the same to the Board of  Directors  upon the
request  of the Board of  Directors.  The  minutes  of the  proceedings  of each
committee  shall be delivered to the Secretary of the  Corporation for placement
in the minute books of the Corporation.

     Section 10. Compensation. Committee members may, by resolution of the Board
of  Directors,  be allowed a fixed sum and expenses of  attendance,  if any, for
attending any committee meetings or a stated salary.

     Section  11.  Responsibility.  The  designation  of any  committee  and the
delegation  of  authority  to it shall  not  operate  to  relieve  the  Board of
Directors or any director of any responsibility imposed upon it or such director
by law.
                                   ARTICLE V.

                                     NOTICES

     Section 1. Method.  Whenever by statute,  the Certificate of Incorporation,
or these  Bylaws,  notice  is  required  to be given  to any  committee  member,
director, or stockholder and no provision is made as to how such notice shall be
given,  personal notice shall not be required,  and any such notice may be given
(a) in writing,  by mail,  postage prepaid,  addressed to such committee member,
director,  or  stockholder  at his address as it appears on the books or (in the
case of a stockholder) the stock transfer records of the Corporation,  or (b) by
any other  method  permitted  by law  (including  but not  limited to  overnight
courier service,  telegram, telex, or telefax). Any notice required or permitted
to be given by mail  shall be deemed to be given  when  deposited  in the United
States  mail as  aforesaid.  Any notice  required  or  permitted  to be given by
overnight  courier  service shall be deemed to be given at the time delivered to
such service with all charges  prepaid and  addressed as  aforesaid.  Any notice
required or permitted to be given by telegram, telex, or telefax shall be deemed
to be delivered and given at the time  transmitted  with all charges prepaid and
addressed as aforesaid.

     Section  2.  Waiver.  Whenever  any notice is  required  to be given to any
stockholder,  director,  or committee member of the Corporation by statute,  the
Certificate of Incorporation  or these Bylaws, a written waiver thereof,  signed
by the person or persons  entitled to such notice,  whether  before or after the
time stated therein, shall be equivalent to notice. Attendance of a stockholder,
director,  or committee  member at a meeting shall constitute a waiver of notice
of such  meeting,  except when the person  attends  for the  express  purpose of
objecting at the beginning of the meeting to the  transaction of any business on
the ground that the meeting is not lawfully called or convened.

                                     3.1-12
<PAGE>

     Section  3.  Exception  to Notice  Requirement.  The  giving of any  notice
required  under any provision of the General  Corporation  Law of Delaware,  the
Certificate of  Incorporation  or these Bylaws shall not be required to be given
to any stockholder to whom (i) notice of two consecutive  annual  meetings,  and
all notices of meetings or of the taking of action by written  consent without a
meeting  to such  stockholder  during the period  between  such two  consecutive
annual meetings, or (ii) all, and at least two, payments (if sent by first class
mail) of dividends or interest on securities during a twelve-month  period, have
been mailed  addressed  to such person at his address as shown on the records of
the Corporation and have been returned  undeliverable.  If any such  stockholder
shall deliver to the Corporation a written notice setting forth his then current
address,  the  requirement  that  notice be given to such  stockholder  shall be
reinstated.

                                   ARTICLE VI.

                                    OFFICERS

     Section 1. Officers.  The officers of the  Corporation  shall be elected by
the Board of Directors  and shall be a President  and a Secretary.  The Board of
Directors may also choose a Chairman of the Board,  additional  Vice  Presidents
and one or more Assistant  Secretaries and a Treasurer and one or more Assistant
Treasurers. Any two or more offices may be held by the same person.

     Section 2. Election. The Board of Directors at its first meeting after each
annual meeting of stockholders shall elect the officers of the Corporation, none
of whom need be a member of the Board,  a stockholder or a resident of the State
of Delaware.  The Board of Directors may appoint such other  officers and agents
as it shall  deem  necessary,  who shall be  appointed  for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.

     Section 3. Compensation. The compensation of all officers and agents of the
Corporation shall be fixed by the Board of Directors.

     Section 4. Removal and  Vacancies.  Each officer of the  Corporation  shall
hold office until his  successor  is elected and  qualified or until his earlier
resignation  or removal.  Any officer or agent elected or appointed by the Board
of  Directors  may be removed  either for or without  cause by a majority of the
directors  represented  at a meeting of the Board of Directors at which a quorum
is  represented,  whenever in the  judgment of the Board of  Directors  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.  If
the office of any  officer  becomes  vacant for any  reason,  the vacancy may be
filled by the Board of Directors.

     Section 5. President. The President shall be the chief executive officer of
the  Corporation.  He shall preside at all meetings of the  stockholders and the
Board of Directors  unless the Board of Directors  shall elect a Chairman of the
Board,  in which  event the  President  shall  preside at Board  meetings in the
absence of the  Chairman  of the Board.  The  President  shall have  general and
active management of the business and affairs of the Corporation, shall see that
all orders and  resolutions  of the Board are  carried  into  effect,  and shall
perform such other duties as the Board of Directors shall prescribe.

                                     3.1-13
<PAGE>

     Section 6. Vice Presidents. Each Vice President shall have only such powers
and  perform  only such duties as the Board of  Directors  may from time to time
prescribe or as the President may from time to time delegate to him.

     Section 7. Secretary.  The Secretary shall attend all sessions of the Board
of Directors and all meetings of the  stockholders  and record all votes and the
minutes  of all  proceedings  in a book to be kept for that  purpose  and  shall
perform  like  duties  for any  committee  when  required.  Except as  otherwise
provided herein,  the Secretary shall give, or cause to be given,  notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
shall  perform such other duties as may be  prescribed by the Board of Directors
or President, under whose supervision he shall be. He shall keep in safe custody
the seal of the  Corporation  and,  when  authorized  by the Board of Directors,
affix the same to any instrument requiring it, and, when so affixed, it shall be
attested by his  signature or by the  signature of the Treasurer or an Assistant
Secretary.

     Section 8. Assistant Secretaries.  Each Assistant Secretary shall have only
such powers and perform only such duties as the Board of Directors may from time
to time prescribe or as the President may from time to time delegate.

     Section 9. Treasurer. The Treasurer shall have the custody of the corporate
funds and securities  and shall keep full and accurate  accounts of receipts and
disbursements of the Corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors.  He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors,  taking proper vouchers
for such disbursements,  and shall render to the President and directors, at the
regular meetings of the Board of Directors,  or whenever they may require it, an
account of all his  transactions as Treasurer and of the financial  condition of
the  Corporation,  and shall perform such other duties as the Board of Directors
may  prescribe.  If  required  by the  Board of  Directors,  he  shall  give the
Corporation  a bond in such form,  in such sum, and with such surety or sureties
as shall be satisfactory to the Board of Directors for the faithful  performance
of the duties of his office and for the restoration to the Corporation,  in case
of his death,  resignation,  retirement  or removal from  office,  of all books,
papers,  vouchers,  money, and other property of whatever kind in his possession
or under his control belonging to the Corporation.

     Section 10. Assistant Treasurers.  Each Assistant Treasurer shall have only
such powers and perform only such duties as the Board of Directors may from time
to time prescribe.
                                  ARTICLE VII.

                        CERTIFICATES REPRESENTING SHARES

     Section 1. Certificates. The shares of the Corporation shall be represented
by  certificates  in such form as shall be determined by the Board of Directors.
Such  certificates  shall be consecutively  numbered and shall be entered in the
books of the Corporation as they are issued. Each certificate shall state on the
face  thereof the  holder's  name,  the number and class of shares,  and the par
value of such shares or a statement that such shares are without par value. Each
certificate  shall be signed by the  President  or a Vice  President  and by the
Secretary  or an  Assistant  Secretary  and may be  sealed  with the seal of the
Corporation  or  a  facsimile  thereof.  Any  or  all  of  the  signatures  on a
certificate may be facsimile.

                                     3.1-14
<PAGE>

     Section  2.  Legends.  The  Board of  Directors  shall  have the  power and
authority to provide that certificates  representing  shares of stock shall bear
such  legends,  including,  without  limitation,  such  legends  as the Board of
Directors  deems  appropriate  to assure  that the  Corporation  does not become
liable for violations of federal or state  securities  laws or other  applicable
law.

     Section 3. Lost  Certificates.  The Corporation may issue a new certificate
representing  shares  in  place of any  certificate  theretofore  issued  by the
Corporation,  alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person  claiming  the  certificate  to be lost,
stolen  or  destroyed.  The  Board  of  Directors,  in its  discretion  and as a
condition precedent to the issuance thereof, may require the owner of such lost,
stolen or destroyed certificate,  or his legal representative,  to advertise the
same in such manner as it shall require and/or to give the Corporation a bond in
such form,  in such sum,  and with such  surety or  sureties as it may direct as
indemnity  against  any claim  that may be made  against  the  Corporation  with
respect to the certificate alleged to have been lost, stolen or destroyed.

     Section 4. Transfer of Shares.  Shares of stock shall be transferable  only
on the books of the  Corporation  by the holder thereof in person or by his duly
authorized attorney.  Upon surrender to the Corporation or the transfer agent of
the  Corporation  of  a  certificate   representing   shares  duly  endorsed  or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  it shall be the duty of the  Corporation or the transfer agent of the
Corporation to issue a new  certificate to the person entitled  thereto,  cancel
the old certificate and record the transaction upon its books.

     Section 5. Registered  Stockholders.  The Corporation  shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof,  and,  accordingly,  shall not be bound to recognize  any  equitable or
other claim or interest in such share or shares on the part of any other person,
whether  or not it  shall  have  express  or other  notice  thereof,  except  as
otherwise provided by law.

                                  ARTICLE VIII.

                               GENERAL PROVISIONS

     Section 1. Dividends. The directors,  subject to any restrictions contained
in the Certificate of  Incorporation,  may declare  dividends upon the shares of
the Corporation's capital stock.  Dividends may be paid in cash, in property, or
in  shares  of the  Corporation,  subject  to  the  provisions  of  the  General
Corporation Law of Delaware and the Certificate of Incorporation.

     Section 2. Reserves. By resolution of the Board of Directors, the directors
may set  apart  out of any of the  funds  of the  Corporation  such  reserve  or
reserves as the directors from time to time, in their  discretion,  think proper
to provide for contingencies, or to equalize dividends, or to repair or maintain
any property of the  Corporation,  or for such other  purposes as the  directors
shall think  beneficial  to the  Corporation,  and the  directors  may modify or
abolish any such reserve in the manner in which it was created.

                                     3.1-15
<PAGE>

     Section 3. Checks.   All  checks  or  demands  for  money  and notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

     Section 4. Fiscal Year. The fiscal year of the  Corporation  shall be fixed
by resolution of the Board of Directors.

     Section 5. Seal. The corporate  seal shall have inscribed  thereon the name
of the Corporation.  Said seal may be used by causing it or a facsimile  thereof
to be impressed or affixed or reproduced or otherwise.

     Section 6. Indemnification.  The Corporation shall indemnify its directors,
officers,  employees and agents to the fullest  extent  permitted by the General
Corporation Law of Delaware and the Certificate of Incorporation.

     Section 7. Transactions  with Directors and Officers.  No contract or other
transaction  between the Corporation and any other  corporation and no other act
of the Corporation  shall, in the absence of fraud, be invalidated or in any way
affected  by the  fact  that  any  of  the  directors  of  the  Corporation  are
pecuniarily or otherwise interested in such contract,  transaction or other act,
or are  directors  or officers of such other  corporation.  Any  director of the
Corporation, individually, or any firm or corporation of which any such director
may be a  member,  may  be a  party  to,  or may  be  pecuniarily  or  otherwise
interested  in,  any  contract  or  transaction  of the  Corporation;  provided,
however,  that  the  fact  that  the  director,  individually,  or the  firm  or
corporation is so interested  shall be disclosed or shall have been known to the
Board of Directors or a majority of such members  thereof as shall be present at
any annual meeting or at any special  meeting,  called for that purpose,  of the
Board of Directors at which  action upon any  contract or  transaction  shall be
taken.

     Any  director of the  Corporation  who is so  interested  may be counted in
determining  the existence of a quorum at any such annual or special  meeting of
the Board of Directors which  authorizes  such contract or transaction,  and may
vote  thereat to  authorize  such  contract or  transaction  with like force and
effect as if he were not such director or officer of such other  corporation  or
not so interested. Every director of the Corporation is hereby relieved from any
disability which might otherwise prevent him from carrying out transactions with
or  contracting  with the  Corporation  for the  benefit of himself or any firm,
corporation,  trust or  organization in which or with which he may be in anywise
interested or connected.

     Section 8. Amendments. These Bylaws may be altered, amended, or repealed or
new bylaws may be adopted by the  stockholders  or by the Board of  Directors at
any  regular  meeting  of the  stockholders  or the Board of  Directors,  at any
special meeting of the  stockholders or the Board of Directors if notice of such
alteration,  amendment,  repeal,  or adoption of new bylaws be  contained in the
notice of such special meeting,  or by written consent of the Board of Directors
or the stockholders without a meeting.

     Section 9. Table of Contents;  Headings. The Table of Contents and headings
used in  these  Bylaws  have  been  inserted  for  convenience  only  and do not
constitute matters to be construed in interpretation.

                                     3.1-16
<PAGE>

                            CERTIFICATE BY SECRETARY

     The undersigned, being the secretary of the Corporation, hereby
certifies that the foregoing  Bylaws were duly adopted by the Board of Directors
of the Corporation effective June 29, 2000.

     IN WITNESS  WHEREOF,  I hereby certify that the above and foregoing are the
Bylaws of the Corporation, as amended, as of the 29th day of June, 2000.


                                               /s/ Roberto R. Thomae
                                               -----------------------------
                                               Roberto R.  Thomae, Secretary


                                     3.1-17
<PAGE>


                                  EXHIBIT 23.1



                           AKIN DOHERTY KLEIN & FUEGE
                           A Professional Corporation
                          Certified Public Accountants
                       8610 North New Braunfels, Suite 101
                            San Antonio, Texas 89217
                             Telephone: 210 829-1300
                                Fax: 210 829-4080





                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in this  Registration  Statement  of our report  dated March 8, 2002,
included in The Exploration  Company of Delaware,  Inc. and Subsidiary Form 10-K
for the year ended December 31, 2001, and to all references to our firm included
in this Registration Statement.




Akin, Doherty, Klein & Feuge, P.C.
San Antonio, Texas
April 2, 2002

                                     23.1-1
<PAGE>





                                  EXHIBIT 23.2

                                   May 9, 2002





The Exploration Company of Delaware, Inc.
500 North Loop 1604 East, Suite 250
San Antonio, Texas 78232

Attention: Mr.  James E.  Sigmon, President

Ladies and Gentlemen:

         We have acted as counsel for The Exploration Company of Delaware, Inc.,
a Delaware corporation (the "Company"), in connection with various legal matters
relating to the  Registration  Statement  on Form S-8 to be filed by the Company
with the Securities and Exchange  Commission (the  "Commission") with respect to
1,300,000 shares of Common Stock, $.01 par value per share (the "Common Stock"),
of the Company  which may be purchased  pursuant to exercise of options or other
stock rights granted pursuant to the Company's 1995 Flexible Incentive Plan (the
"Plan").  We have  examined  such  corporate  records,  certificates  and  other
documents  and  such  questions  of  law  as we  have  considered  necessary  or
appropriate  for  the  purposes  of  this  opinion  and,  on the  basis  of such
examination, advise you that in our opinion the 1,300,000 shares of Common Stock
to be issued to participants in the Plan will, when issued pursuant to the terms
of the Plan, be validly issued, fully paid and non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person  whose  consent is  required  to be filed with the  Registration
Statement under the provisions of the Securities Act of 1993.

                                              Very truly yours,

                                              BARTON & SCHNEIDER, LL.P.


                                              /s/ Frank Russell
                                              -----------------
                                              M.  Frank Russell
                                              For the Firm

MFR/raj

                                     23.2-1
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "s-8may02.txt", "description": "FORM S-8 FOR THE EXPLORATION COMPANY OF DELAWARE, INC.", "secsgml_size_bytes": 75763}]
{"company-data": {"conformed-name": "EXPLORATION CO OF DELAWARE INC", "cik": "0000313395", "assigned-sic": "1311", "irs-number": "840793089", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87986", "film-number": "02641333"}, "business-address": {"street1": "500 N LOOP 1604 EAST", "street2": "SUITE 250", "city": "SAN ANTONIO", "state": "TX", "zip": "78232", "phone": "2104965300"}, "mail-address": {"street1": "500 N LOOP 1604 E", "street2": "SUITE 250", "city": "SAN ANTONIO", "state": "TX", "zip": "78232"}, "former-company": {"former-conformed-name": "EXPLORATION CO", "date-changed": "19920703"}}
As Filed with the Securities                         Registration No.33-______
and Exchange Commission on
May 9, 2002

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                     ---------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                  The Exploration Company of Delaware, Inc. (1)
                  ---------------------------------------------
               (Exact name of issuer as specified in its charter)

    Delaware (1)                                                84-0793089
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                           Identification Number)

500 North Loop 1604 East, Suite 250, San Antonio, Texas            78232
--------------------------------------------------------------------------------
      (Address of Principal Executive Office)                   (Zip Code)

                          1995 Flexible Incentive Plan
--------------------------------------------------------------------------------
                            (Full title of the Plan)

                                 James E. Sigmon
                      500 North Loop 1604 East, Suite 250,
                            San Antonio, Texas 78232
--------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                 (210) 496-5300
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
================================================================================

                                                Proposed
Title of                        Proposed         maximum
securities        Amount         maximum        aggregate        Amount of
to be             to be       offering price    offering       registration
registered       registered      per unit        price            fee
--------------------------------------------------------------------------------
Common Stock
$.0l par value   1,300,000(2)    $ 2.43(3)    $ 3,159,000 (3)    $ 290.63 (3)

                                       1
(1)  Pursuant  to  Rule  414  of  the  Securities  Act  of  1933,  this
Registration Statement is filed by The Exploration Company of Delaware,  Inc., a
Delaware  corporation  (hereinafter  the  "Company"or  the  "Registrant"),   the
successor by merger to The Exploration Company, a Colorado corporation, to amend
the  Registration  Statement  filed  by  The  Exploration  Company,  a  Colorado
corporation,  on this form on November 25, 1996,  relating to the same  employee
benefit plan (the "Prior Registration Statement"). The Company hereby adopts the
Prior Registration  Statement as its own Registration Statement for all purposes
of the Securities Act of 1933 and the Securities Exchange Act of 1934, and files
this amendment to set forth additional information necessary to reflect material
changes made in connection  with or resulting from the succession by merger,  or
necessary to keep the Prior Registration  Statement from being misleading in any
material respect,  and such amendment has become  effective.  The Company's Plan
and  Agreement of Merger,  Certificate  of  Incorporation,  and  Certificate  of
Amendment of Certificate of Incorporation  are incorporated by reference in Item
3 of this Registration Statement.

         (2)  Pursuant  to  Rule  413  of  the  Securities  Act  of  1933,  this
Registration  Statement is filed to register  additional  securities (1,300, 000
shares)  of the same  class as other  securities  (400,000  shares)  for which a
Registration  Statement filed on this form on November 25, 1996, relating to the
same  employee  benefit plan, is effective.  This  Registration  Statement  also
covers such additional number of shares, presently undeterminable, as may become
issuable  under the plan in the event of Common  Stock  dividends,  Common Stock
splits, mergers, reorganizations, split-ups, combinations,  recapitalizations or
other changes in Common Stock.

         (3) Estimated  solely for the purpose of calculating the  registration
fee pursuant to Rule 457(h).

                                       2
PART I     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information
         ----------------

         This information is omitted  pursuant to Rule 428(a)(1)  promulgated by
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933 (the "1933 Act").

Item 2.  Registrant Information and Employee Plan Annual Information
         -----------------------------------------------------------

         This information is omitted pursuant to Rule 428(a)(1) of the 1933 Act.

                                       3
I-1
PART II    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference
            ---------------------------------------

         The following  documents  filed by the Company with the  Commission are
incorporated  in and made a part of this  Registration  Statement by  reference:
Item 2,  "Description of Registrant's  Securities to be Registered," on Form 8-A
dated  February  1, 1980;  Annual  Report on Form 10-K for the fiscal year ended
December  31,  2001;  Registration  Statement  on Form S-8 filed on November 25,
1996, including without limitation, The 1995 Flexible Incentive Plan attached as
Exhibit 4.3 thereto; and the Company's Plan and Agreement of Merger, Certificate
of Incorporation,  and Certificate of Amendment of Certificate of Incorporation,
attached as  Appendices  "A",  "B",  and "C",  respectively,  to  Schedule  14A,
Definitive Proxy Statement, filed on February 2, 1999.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14, and 15(d) of the Securities  Exchange Act of 1934 (the "1934
Act") after the date of this Registration Statement,  and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
thereof from the date of the filing of such documents.

Item 4.     Description of Securities
            -------------------------

         Non-applicable.

Item 5.     Interests of Named Experts and Counsel
            --------------------------------------

         Non-applicable.

Item 6.     Indemnification of Directors and Officers
            -----------------------------------------

         The Company shall  indemnify  its  directors,  officers,  employees and
agents to the fullest extent permitted by the Delaware  General  Corporation Law
and its Certificate of Incorporation.

         The Company's Certificate of Incorporation  eliminates liability of the
Company's directors for monetary damages for breaches of their fiduciary duty as
a director,  except for liability (i) for any breach of the  director's  duty of
loyalty to the Company or its  stockholders,  (ii) for acts or omissions  not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law,  (iii) under Section 174 of the Delaware  General  Corporation  Law, as the
same exists or hereafter may be amended,  or (iv) for any transaction from which
the director  derived an improper  personal  benefit.  If the  Delaware  General
Corporation  Law  hereafter is amended to authorize the further  elimination  or
limitation on personal liability of directors,  then the liability of a director
of the Company,  in addition to the  limitation on personal  liability  provided
herein, shall be limited to the fullest extent

                                       4
permitted  by the  amended  Delaware  General  Corporation  Law.  Any  repeal or
modification  of this  paragraph  by the  stockholders  of the Company  shall be
prospective  only, and shall not adversely affect any limitation on the personal
liability  of a director of the  Company  existing at the time of such repeal or
modification.

         The Company may maintain  insurance,  at its expense, to protect itself
and  any  director,  officer,  employee  or  agent  of the  Company  or  another
corporation,  partnership,  joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the Company would have the power
to  indemnify  such person  against  such  expense,  liability or loss under the
Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

         Non-applicable.

Item 8.  Exhibits
         --------

                   3.1     The Company's Amended and Restated Bylaws.
                  23.1     Consent of Independent Public Accountants.
                  23.2     Consent of Counsel.

Item 9.  Undertakings
         ------------

     (a)  The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
          made, a post- effective amendment to this registration statement:

                           (i)  To include any prospectus  required by Section
                  10(a)(3) of the 1933 Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represents a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement;

                           Provided,  however,  that  paragraphs  (a)(1)(i)  and
                  (a)(1)(ii) above do not apply if the registration statement is
                  on Form S-3 or Form  S-8 and the  information  required  to be
                  included in a post-effective  amendment by those paragraphs is
                  contained in

                                       5
periodic reports filed by the registrant pursuant to Section
                  13 or Section 15(d) of the 1934 Act that are incorporated by
                  reference in the registration statement.

               (2) That, for the purpose of determining  any liability under the
          1933 Act, each such  post-effective  amendment shall be deemed to be a
          new registration statement relating to the securities offered therein,
          and the offering of such securities at that time shall be deemed to be
          the initial bona fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
          amendment any of the securities  being  registered which remain unsold
          at the termination of the offering.

     (b)  The undersigned  Registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under  the 1933 Act,  each  filing of the
          Registrant's  annual report  pursuant to Section 13a or Section 15d of
          the 1934 Act  (and,  where  applicable,  each  filing  of an  employee
          benefit plan's annual report  pursuant to Section 15d of the 1934 Act)
          that is incorporated by reference in the registration  statement shall
          be  deemed  to  be  a  new  registration  statement  relating  to  the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof.

     (c)  The undersigned Registrant hereby undertakes to deliver or cause to be
          delivered with the prospectus, to each employee to whom the prospectus
          is sent or given, the latest annual report to security holders that is
          incorporated by reference in the prospectus and furnished  pursuant to
          and  meeting  the  requirements  of Rule 14a-3 or Rule 14c-3 under the
          1934 Act; and,  where  interim  financial  information  required to be
          presented  by  Article  3 of  Regulation  S-X are not set forth in the
          prospectus,  to deliver,  or cause to be  delivered  to each person to
          whom the prospectus is sooner given,  the latest quarterly report that
          is specifically incorporated by reference in the prospectus to provide
          such interim financial information.

     (d)  Insofar as indemnification  for liabilities arising under the 1933 Act
          may be permitted to directors, officers and controlling persons of the
          Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
          Registrant has been advised that in the opinion of the Commission such
          indemnification  is against public policy as expressed in the 1933 Act
          and is,  therefore,  unenforceable.  In the  event  that a  claim  for
          indemnification  against such  liabilities  (other than the payment by
          the  Registrant of expenses  incurred or paid by director,  officer or
          controlling  person of the Registrant  the  successful  defense of any
          action,  suit or proceeding) as asserted by such director,  officer or
          controlling person in connection with the securities being registered,
          the Registrant  will,  unless in the opinion of its counsel the matter
          has  been  settled  by  controlling  precedent,  submit  to a court of
          appropriate  jurisdiction the question of whether such indemnification
          by it is against the public  policy as  expressed  in the 1933 Act and
          will be governed by the final adjudication of such issue.

                                       6
SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  registration  statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the City of San Antonio, State of Texas, on May 9,
2002.
                                    REGISTRANT:

                                    THE EXPLORATION COMPANY OF DELAWARE, INC.

                             By:    /s/ Roberto R. Thomae
                                    -------------------------
                                    Roberto R. Thomae, Chief Financial Officer

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

5/25/01                            By:   /s/ Stephen M. Gose, Jr.
-------                                  ------------------------
Date                                    Stephen M. Gose, Jr.
                                        Chairman of the Board of Directors

5/25/01                            By:   /s/ James E.Sigmon
-------                                  ------------------
Date                                    James E. Sigmon, President
                                        Chief Executive Officer and Director

5/25/01                            By:   /s/ Thomas H. Gose
-------                                  ------------------
Date                                    Thomas H. Gose, Director

5/25/01                            By:   /s/ Michael J. Pint
-------                                  -------------------
Date                                    Michael J. Pint, Director

5/25/01                            By:   /s/ Alan L. Edgar
-------                                  -----------------
Date                                    Alan L. Edgar, Director

5/25/01                            By:   /s/ Robert L. Foree, Jr.
-------                                  ------------------------
Date                                    Robert L. Foree, Jr., Director

5/25/01                            By:   /s/ Roberto R. Thomae
-------                                  ---------------------
Date                                    Roberto  R.  Thomae
                                        Chief Financial Officer
                                        Secretary/Treasurer, Vice-President of
                                        Finance and Principal Accounting Officer

                                       7
EXHIBIT 3.1
                                   -----------

                           AMENDED AND RESTATED BYLAWS

                                       OF

                    THE EXPLORATION COMPANY OF DELAWARE, INC.

                               (the "Corporation")

                                    ARTICLE I

                                     OFFICES

     Section 1.  Registered  Office.  The registered  office of the  Corporation
shall be in c/o  Corporation  Service  Company,  1013 Centre  Road,  Wilmington,
Delaware 19805.

     Section 2. Other  Offices.  The  Corporation  may also have offices at such
other  places,  both within and without the State of  Delaware,  as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1. Place of Meetings. Meetings of stockholders for all purposes may
be held at such time and place,  either within or without the State of Delaware,
as shall be stated in the notice of the meeting or in a duly executed  waiver of
notice thereof.

     Section  2.  Annual  Meeting.  An annual  meeting  of  stockholders  of the
Corporation  shall be held each  calendar  year on such date and at such time as
shall be  designated  from time to time by the Board of Directors  and stated in
the  notice  of the  meeting  or in a duly  executed  waiver  of  notice of such
meeting.  At such meeting,  the stockholders  shall elect directors and transact
such other business as may properly be brought before the meeting.

     Section 3. Special Meetings. Special meetings of the stockholders,  for any
purpose or purposes,  unless otherwise prescribed by statute, the Certificate of
Incorporation  or these  Bylaws,  may be called by the President or the Board of
Directors.  Business transacted at all special meetings shall be confined to the
purposes stated in the notice of the meeting.

                                     3.1-1
Section 4. Notice.  Written or printed notice stating the place,  date, and
hour of each meeting of the stockholders  and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be given not less
than ten (10) nor more than  sixty  (60) days  before  the date of the  meeting,
either  personally  or by mail,  by or at the  direction of the  President,  the
Secretary,  or the officer or person(s) calling the meeting, to each stockholder
of record  entitled  to vote at such  meeting.  If such  notice is to be sent by
mail, it shall be directed to such  stockholder  at his address as it appears on
the records of the Corporation, unless he shall have filed with the Secretary of
the  Corporation  a written  request that notices to him be mailed to some other
address, in which case it shall be directed to him at such other address. Notice
of any  meeting  of  stockholders  shall  not be  required  to be  given  to any
stockholder  who shall  attend such meeting in person or by proxy and shall not,
at the  beginning of such  meeting,  object to the  transaction  of any business
because the meeting is not  lawfully  called or convened,  or who shall,  either
before or after the meeting,  submit a signed waiver of notice,  in person or by
proxy.

     Section 5.  Voting  List.  At least ten (10) days  before  each  meeting of
stockholders,  the Secretary or other officer of the  Corporation who has charge
of the  Corporation's  stock ledger,  either directly or through another officer
appointed  by him or  through  a  transfer  agent  appointed  by  the  Board  of
Directors, shall prepare a complete list of the stockholders entitled to vote at
the  meeting,  arranged  in  alphabetical  order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting,  either at a place within the city where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting  or a duly  executed  waiver  of notice  of such  meeting  or, if not so
specified, at the place where the meeting is to be held. Such list shall also be
produced  and kept at the time and place of the meeting at all times during such
meeting and may be inspected by any stockholder who is present.

     Section  6.  Quorum.  The  holders  of one half of the  outstanding  shares
entitled to vote on a matter,  present in person or represented by proxy,  shall
constitute a quorum at any meeting of stockholders, except as otherwise provided
by statute,  the Certificate of Incorporation or these Bylaws. If a quorum shall
not be present at any meeting of stockholders, the stockholders entitled to vote
thereat who are present,  in person or by proxy, or, if no stockholder  entitled
to vote is present, any officer of the Corporation, may adjourn the meeting from
time to time until a quorum  shall be present.  When a meeting is  adjourned  to
another time or place,  notice need not be given of the adjourned meeting if the
time and place are announced at the meeting at which the  adjournment  is taken.
At any adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the original meeting had a quorum
been present;  provided  that, 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 stockholder of
record entitled to vote at the adjourned meeting.

                                     3.1-2
Section 7. Required Vote; Withdrawal Of Quorum. When a quorum is present at
any meeting,  the vote of the holders of at least a majority of the  outstanding
shares entitled to vote who are present, in person or by proxy, shall decide any
question  brought  before the meeting,  unless the question is one on which,  by
express provision of statute,  the Certificate of Incorporation or these Bylaws,
a different vote is required,  in which case such express provision shall govern
and control the decision of the  question.  The  stockholders  present at a duly
constituted  meeting  may  continue  to  transact  business  until  adjournment,
notwithstanding  the  withdrawal  of enough  stockholders  to leave  less than a
quorum.

     Section  8.  Method  of  Voting:   Proxies.

     (a) Each outstanding  share,  regardless of class, shall be entitled to one
vote on each matter submitted to a vote at a meeting of stockholders,  except to
the  extent  that the voting  rights of the  shares of any class or classes  are
limited, denied, increased or decreased by the Certificate of Incorporation.

     (b) Each  stockholder  entitled to vote at a meeting of  stockholders or to
express consent or dissent to corporate  action in writing without a meeting may
authorize  another person or persons to act for him by proxy,  but no such proxy
shall be voted or acted  upon after  three (3) years  from its date,  unless the
proxy provides for a longer period. Each proxy shall be filed with the Secretary
of the Corporation prior to or at the time of the meeting.

     (c)  Without  limiting  the  manner in which a  stockholder  may  authorize
another  person or persons to act for him as proxy pursuant to subsection (b) of
this  section,  the  following  shall  constitute  a  valid  means  by  which  a
stockholder may grant such authority:

                  (i) A stockholder  may execute a writing  authorizing  another
         person  or  persons  to  act  for  him  as  proxy.   Execution  may  be
         accomplished by the stockholder or by an authorized officer,  director,
         employee or agent of the  stockholder  signing  such writing or causing
         such  stockholder's  signature  to be  affixed  to such  writing by any
         reasonable means including, but not limited to, by facsimile signature.

                  (ii) A stockholder may authorize  another person or persons to
         act for him as proxy by transmitting or authorizing the transmission of
         a telegram, cablegram, or other means of electronic transmission to the
         person who will be the  holder of the proxy or to a proxy  solicitation
         firm, proxy support service  organization or like agent duly authorized
         by the  person  who will be the  holder  of the proxy to  receive  such
         transmission, provided that any such telegram, cablegram or other means
         of electronic  transmission  must either set forth or be submitted with
         information  from  which  it  can  be  determined  that  the  telegram,
         cablegram  or  other  electronic  transmission  was  authorized  by the
         stockholder.  If it is determined  that such  telegrams,  cablegrams or
         other electronic  transmissions  are valid, the inspectors or, if there
         are no inspectors,  such other persons making that determination  shall
         specify the information upon which they relied.

                                     3.1-3
(d) Any copy, facsimile telecommunication or other reliable reproduction of
the writing or transmission  created  pursuant to subsection (c) of this section
may be substituted or used in lieu of the original  writing or transmission  for
any and all  purposes for which the original  writing or  transmission  could be
used, provided that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing or transmission.

     (e) A duly  executed  proxy  shall be  irrevocable  if it states that it is
irrevocable  and if and  only  as  long  as,  it is  coupled  with  an  interest
sufficient in law to support an irrevocable power.

     Section 9. Record Date. (a) In order that the Corporation may determine the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any  adjournment  thereof,  the Board of Directors may fix a record date,  which
record  date shall not  precede  the date upon which the  resolution  fixing the
record date is adopted by the Board of  Directors,  and which  record date shall
not be more than sixty (60) nor less than ten (10) days  before the date of such
meeting.  If no record date is fixed by the Board of Directors,  the record date
for  determining  stockholders  entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given,  or, if notice is waived,  at the close of business on
the day next preceding the day on which the meeting is held. A determination  of
stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.

     (b) In order that the Corporation may determine the  stockholders  entitled
to  consent to  corporate  action in  writing  without a  meeting,  the Board of
Directors  may fix a record  date,  which record date shall not precede the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors,  and which  date  shall not be more than ten (10) days after the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors.  if no  record  date has been  fixed by the Board of  Directors,  the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting,  when no prior action by the Board of Directors is
required by statute or these  Bylaws,  shall be the first date on which a signed
written  consent  setting  forth the  action  taken or  proposed  to be taken is
delivered to the  Corporation by delivery to its registered  office in Delaware,
its  principal  place of  business,  or an officer  or agent of the  Corporation
having custody of the book in which  proceedings of meetings of stockholders are
recorded.  Such delivery  shall be by hand or by certified or  registered  mail,
return  receipt  requested.  If no  record  date has been  fixed by the Board of
Directors  and prior  action by the Board of Directors is required by statute or
these Bylaws, the record date for determining  stockholders  entitled to consent
to  corporate  action in  writing  without  a  meeting  shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action.

                                     3.1-4
(c) In order that the Corporation may determine the  stockholders  entitled
to receive  payment of any  dividend or other  distribution  or allotment of any
rights or the  stockholders  entitled to  exercise  any rights in respect of any
change,  conversion or exchange of stock, or for the purpose of any other lawful
action,  the Board of Directors  may fix a record date,  which record date shall
not  precede  the date upon  which the  resolution  fixing  the  record  date is
adopted,  and which  record date shall be not more than sixty (60) days prior to
such  action.  if no  record  date is fixed,  the  record  date for  determining
stockholders  for any such purpose  shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

     Section 10. Action Without  Meeting.  (a) In order that the Corporation may
determine the  stockholders  entitled to consent to corporate  action in writing
without a meeting,  the Board of Directors  may fix a record date,  which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of  Directors,  and which date shall not be more than 10
days after the date upon which the resolution  fixing the record date is adopted
by the  Board of  Directors.  Any  stockholder  of  record  seeking  to have the
stockholders  authorize or take corporate  action by written  consent shall,  by
written notice to the Secretary,  request the Board of Directors to fix a record
date. The Board of Directors  shall  promptly,  but in all events within 10 days
after the date on which such a request is received,  adopt a  resolution  fixing
the record  date.  If no record  date has been  fixed by the Board of  Directors
within 10 days of the date on which such a request is received,  the record date
for determining  stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
applicable  law,  shall be the  first  date on which a  signed  written  consent
setting  forth the action  taken or  proposed  to be taken is  delivered  to the
Corporation by delivery to its registered  office in the State of Delaware,  its
principal place of business,  or any officer or agent of the Corporation  having
custody  of the  book in which  proceedings  of  meetings  of  stockholders  are
recorded.  Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.  If no record date
has been  fixed by the  Board of  Directors  and  prior  action  by the Board of
Directors  is  required  by  applicable  law,  the record  date for  determining
stockholders  entitled  to consent  to  corporate  action in  writing  without a
meeting  shall be at the  close of  business  on the date on which  the Board of
Directors adopts the resolution taking such prior action.

     (b)  Every  written  consent  shall  bear  the  date of  signature  of each
stockholder  who signs the written  consent,  and the written  consents  will be
valid for a maximum of sixty (60) days after the record date. No written consent
shall be  effective  to take the  corporate  action  referred to therein  unless
within  sixty  (60)  days  of the  record  date  written  consents  signed  by a
sufficient   number  of  stockholders  to  take  action  are  delivered  to  the
Corporation in the manner required by this section.

                                     3.1-5
Section 11. Inspectors of Elections. The Board of Directors may, in advance
of any meeting of  stockholders,  appoint one or more  inspectors to act at such
meeting or any adjournment  thereof. If any of the inspectors so appointed shall
fail to appear or act, the chairman of the meeting shall, or if inspectors shall
not have been  appointed,  the chairman of the meeting may,  appoint one or more
inspectors.  Each  inspector,  before entering upon the discharge of his duties,
shall take and sign an oath  faithfully  to execute the duties of  inspector  at
such meeting with strict  impartiality and according to the best of his ability.
The  inspectors  shall  determine  the number of shares of capital  stock of the
Corporation  out  standing  and the voting  power of each,  the number of shares
represented  at the meeting,  the  existence  of a quorum,  and the validity and
effect of proxies  and shall  receive  votes,  ballots,  or  consents,  hear and
determine all challenges and questions  arising in connection  with the right to
vote, count and tabulate all votes, ballots, or consents, determine the results,
and do such acts as are proper to conduct the election or vote with  fairness to
all  stockholders.  On request of the  chairman of the meeting,  the  inspectors
shall make a report in writing of any challenge,  request,  or matter determined
by them and shall execute a  certificate  of any fact found by them. No director
or candidate for the office of director shall act as an inspector of an election
of directors. Inspectors need not be stockholders.

     Section  12.  Advance  Notice of  Stockholder  Nominations  and  Proposals.
Nominations of persons for election to the Board and the proposal of business to
be  transacted  by  the  stockholders  may  be  made  at an  annual  meeting  of
stockholders  (a)  pursuant to the  Corporation's  notice  with  respect to such
meeting,  (b) by or at the direction of the Board or (c) by any  stockholder  of
record of the  Corporation  who was a  stockholder  of record at the time of the
giving of the notice provided for in the following paragraph, who is entitled to
vote at the meeting and who has complied with the notice procedures set forth in
this section.

     For  nominations or other business to be properly  brought before an annual
meeting by a stockholder pursuant to clause (c) of the foregoing paragraph,  (1)
the  stockholder  must have  given  timely  notice  thereof  in  writing  to the
Secretary of the  Corporation,  (2) such  business  must be a proper  matter for
stockholder  action  under the  Delaware  General  Corporation  Law,  (3) if the
stockholder,  or the  beneficial  owner on whose  behalf  any such  proposal  or
nomination is made, has provided the Corporation with a Solicitation  Notice, as
that term is defined in subclause  (c)(iii) of this paragraph,  such stockholder
or  beneficial  owner must,  in the case of a proposal,  have  delivered a proxy
statement  and form of proxy  to  holders  of at  least  the  percentage  of the
Corporation's  voting shares  required  under  applicable  law to carry any such
proposal, or, in the case of a nomination or nominations, have delivered a proxy
statement  and form of proxy to holders  of a  percentage  of the  Corporation's
voting shares reasonably believed by such stockholder or beneficial holder to be
sufficient  to elect the nominee or nominees  proposed to be  nominated  by such
stockholder,  and must,  in either case,  have  included in such  materials  the
Solicitation  Notice and (4) if no Solicitation Notice relating thereto has been
timely provided  pursuant to this section,  the stockholder or beneficial  owner
proposing  such  business  or  nomination  must not have  solicited  a number of
proxies  sufficient to have required the delivery of such a Solicitation  Notice
under this section.

                                     3.1-6
To be timely, a stockholder's notice shall be delivered to the Secretary at
the principal executive offices of the Corporation not less than 45 or more than
75 days prior to the first anniversary (the  "Anniversary") of the date on which
the Corporation first mailed its proxy materials for the preceding year's annual
meeting  of  stockholders;  provided,  however,  that if the date of the  annual
meeting is  advanced  more than 30 days prior to or delayed by more than 30 days
after the  anniversary  of the preceding  year's annual  meeting,  notice by the
stockholder  to be  timely  must be so  delivered  not  later  than the close of
business on the later of (i) the 90th day prior to such  annual  meeting or (ii)
the 10th day following the day on which public  announcement of the date of such
meeting is first made.

     Such  stockholder's  notice shall set forth: (a) as to each person whom the
stockholder  proposes to nominate for election or  reelection  as a director all
information  relating to such person as would be  required  to be  disclosed  in
solicitations of proxies for the election of such nominees as directors pursuant
to  Regulation  14A under the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  and such person's  written  consent to serve as a director if
elected;  (b) as to any other  business that the  stockholder  proposes to bring
before the  meeting,  a brief  description  of such  business,  the  reasons for
conducting  such  business  at the  meeting  and any  material  interest in such
business of such  stockholder and the beneficial  owner, if any, on whose behalf
the  proposal  is made;  (c) as to the  stockholder  giving  the  notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address of such  stockholder,  as they appear on the  corporation's
books, and of such beneficial  owner, (ii) the class and number of shares of the
Corporation  that are owned  beneficially  and of record by such stockholder and
such beneficial  owner,  and (iii) whether either such stockholder or beneficial
owner  intends to deliver a proxy  statement and form of proxy to holders of, in
the case of a proposal,  at least the  percentage  of the  Corporation's  voting
shares required under  applicable law to carry the proposal or, in the case of a
nomination or nominations,  a sufficient  number of holders of the Corporation's
voting  shares to elect such  nominee or nominees (an  affirmative  statement of
such intent, a "Solicitation Notice").

     Notwithstanding  anything in the second sentence of the second paragraph of
this Section 12 to the contrary, in the event that the number of directors to be
elected to the Board is increased and there is no public announcement naming all
of the nominees for director or specifying the size of the increased  Board made
by the  corporation at least 55 days prior to the  Anniversary,  a stockholder's
notice  required by this Bylaw shall also be  considered  timely,  but only with
respect to nominees for any new positions created by such increase,  if it shall
be  delivered  to  the  Secretary  at the  principal  executive  offices  of the
Corporation  not later than the close of business on the 10th day  following the
day on which such public announcement is first made by the Corporation.

                                     3.1-7
Only persons  nominated in accordance with the procedures set forth in this
Section 12 shall be eligible and  qualified to serve as directors  and only such
business shall be conducted at an annual meeting of  stockholders  as shall have
been brought  before the meeting in accordance  with the procedures set forth in
this  section.  The chair of the  meeting  shall  have the power and the duty to
determine whether a nomination or any business proposed to be brought before the
meeting  has been  made in  accordance  with the  procedures  set forth in these
By-laws and, if any proposed  nomination or business is not in  compliance  with
these By-laws,  to declare that such defective  proposed  business or nomination
shall  not be  presented  for  stockholder  action at the  meeting  and shall be
disregarded.

     Only such business shall be conducted at a special  meeting of stockholders
as shall have been  brought  before the meeting  pursuant  to the  Corporation's
notice of meeting.  Nominations of persons for election to the Board may be made
at a special  meeting  of  stockholders  at which  directors  are to be  elected
pursuant to the  Corporation's  notice of meeting (a) by or at the  direction of
the  Board or (b) by any  stockholder  of  record  of the  Corporation  who is a
stockholder  of record at the time of  giving  of  notice  provided  for in this
paragraph,  who shall be entitled to vote at the meeting and who  complies  with
the notice procedures set forth in this Section 12.  Nominations by stockholders
of persons for  election  to the Board may be made at such a special  meeting of
stockholders if the  stockholder's  notice  required by the second  paragraph of
this Section 12 shall be delivered to the Secretary at the  principal  executive
offices of the  corporation not later than the close of business on the later of
the 90th day prior to such special  meeting or the 10th day following the day on
which public  announcement  is first made of the date of the special meeting and
of the nominees proposed by the Board to be elected at such meeting.

     For purposes of this section,  "public  announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or a
comparable  national  news  service  or in a  document  publicly  filed  by  the
corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

     Notwithstanding the foregoing  provisions of this Section 12, a stockholder
shall also comply with all applicable  requirements  of the Exchange Act and the
rules and  regulations  thereunder  with  respect to  matters  set forth in this
Section 12.  Nothing in this  Section 12 shall be deemed to affect any rights of
stockholders  to request  inclusion  of  proposals  in the  Corporation's  proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

                                   ARTICLE III

                                    DIRECTORS

     Section 1. Management. The business and affairs of the Corporation shall be
managed  by its  Board of  Directors  who may  exercise  all such  powers of the
Corporation  and do all such lawful  acts and things as are not by statute,  the
Certificate  of  Incorporation  or  these  Bylaws  directed  or  required  to be
exercised or done by the stockholders. The Board of Directors shall keep regular
minutes of its proceedings.

                                     3.1-8
Section 2. Number;  Election.  The Board of Directors  shall  consist of no
less than one (1) nor more than ten (10) directors, who need not be stockholders
or  residents of the State of Delaware.  The  directors  shall be elected at the
annual meeting of the  stockholders,  except as hereinafter  provided,  and each
director  elected shall hold office until his successor is elected and qualified
or until his earlier resignation or removal.

     Section 3. Change in Number.  The number of  directors  may be increased or
decreased from time to time by resolution  adopted by the affirmative  vote of a
majority of the Board of  Directors,  but no  decrease  shall have the effect of
shortening the term of any incumbent director.

     Section 4. Removal. Any director may be removed,  with or without cause, at
any annual or special meeting of  stockholders,  by the affirmative  vote of the
holders of a majority  of the shares  represented  in person or by proxy at such
meeting and entitled to vote for the election of such director, if notice of the
intention to act upon such matters  shall have been given in the notice  calling
such meeting.

     Section  5.  Vacancies  and  Newly  Created  Directorships.  Vacancies  and
newly-created directorships resulting from any increase in the authorized number
of  directors  may be filled by a  majority  of the  directors  then in  office,
although less than a quorum, or by a sole remaining  director.  Each director so
chosen  shall hold office until the first annual  meeting of  stockholders  held
after his election and until his successor is elected and qualified or until his
earlier resignation or removal. If at any time there are no directors in office,
an election of directors may be held in the manner  provided by statute.  Except
as otherwise  provided in these Bylaws,  when one or more directors shall resign
from the Board of  Directors,  effective  at a future  date,  a majority  of the
directors then in office,  including those who have so resigned,  shall have the
power to fill such  vacancy or  vacancies,  the vote thereon to take effect when
such resignation or resignations  shall become  effective,  and each director so
chosen shall hold office as provided in these Bylaws with respect to the filling
of other vacancies.

     Section 6. Election of Directors;  Cumulative Voting  Prohibited.  At every
election of directors,  each stockholder  shall have the right to vote in person
or by proxy the  number of voting  shares  owned by him for as many  persons  as
there are directors to be elected and for whose election he has a right to vote.
Cumulative voting shall be prohibited.

     Section 7. Place of Meetings.  The  directors of the  Corporation  may hold
their meetings,  both regular and special, either within or without the State of
Delaware.

     Section 8. First  Meetings.  The first  meeting of each newly elected Board
shall be held without further notice immediately following the annual meeting of
stockholders,  and at  the  same  place,  unless  by  unanimous  consent  of the
directors then elected and serving, such time or place shall be changed.

     Section 9. Regular Meetings. Regular meetings of the Board of Directors may
be held  without  notice at such  time and  place as shall  from time to time be
determined by the Board of Directors.

                                     3.1-9
Section 10. Special  Meetings.  Special  meetings of the Board of Directors
may be called by the  President  on three  (3)  days'  notice to each  director,
either  personally or by mail or by telegram.  Special meetings may be called in
like  manner  and on  like  notice  on the  written  request  of any  one of the
directors.  Except  as may be  otherwise  expressly  provided  by  statute,  the
Certificate  of  Incorporation  or these  Bylaws,  neither  the  business  to be
transacted  at, nor the purpose of, any special  meeting  need be specified in a
notice or waiver of notice.

     Section 11. Quorum. At all meetings of the Board of Directors, the presence
of a majority of the directors shall be necessary and sufficient to constitute a
quorum  for the  transaction  of  business,  and the vote of a  majority  of the
directors  present at any meeting at which a quorum is present  shall be the act
of the Board of Directors,  except as may be otherwise  specifically provided by
statute,  or the Certificate of Incorporation or these Bylaws. If a quorum shall
not be present at any meeting of directors,  the directors  present  thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     Section 12. Action Without Meeting; Telephone Meetings. Any action required
or  permitted  to be taken at a  meeting  of the  Board of  Directors  or of any
committee  thereof  may be taken  without a meeting  if a  consent  in  writing,
setting forth the action so taken,  is signed by all the members of the Board of
Directors or  committee,  as the case may be. Such  consent  shall have the same
force and effect as a unanimous vote at a meeting.  Subject to applicable notice
provisions and unless otherwise  restricted by the Certificate of Incorporation,
members of the Board of Directors,  or any committee  designated by the Board of
Directors,  may  participate  in and  hold a  meeting  by  means  of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating  in the  meeting can hear each other,  and  participation  in such
meeting  shall  constitute  presence in person at such  meeting,  except where a
person's   participation  is  for  the  express  purpose  of  objecting  to  the
transaction  of any  business  on the ground  that the  meeting is not  lawfully
called or convened.

     Section  13.  Chairman  of the Board.  The Board of  Directors  may elect a
Chairman  of the Board to preside at their  meetings  and to perform  such other
duties as the Board of Directors may from time to time assign to him.

     Section 14. Compensation.  Directors, as such, shall not receive any stated
salary for their services, but, by resolution of the Board of Directors, a fixed
sum and expenses of  attendance,  if any, may be allowed for  attendance at each
regular or special  meeting of the Board of  Directors;  provided,  that nothing
herein  contained  shall be construed to preclude any director  from serving the
Corporation in any other capacity and receiving compensation therefor.

                                     3.1-10
ARTICLE IV.

                                   COMMITTEES

     Section 1. Designation. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees.

     Section 2. Number; Qualification; Term. Each committee shall consist of one
or more  directors  appointed by resolution  adopted by a majority of the entire
Board of  Directors.  The  number  of  committee  members  may be  increased  or
decreased  from time to time by  resolution  adopted by a majority of the entire
Board of Directors. Each committee member shall serve as such until the earliest
of (i) the  expiration  of his  term as  director,  (ii)  his  resignation  as a
committee member or as a director, or (iii) his removal as a committee member or
as a director.

     Section 3. Authority.  Each committee,  to the extent expressly provided in
the resolution of the Board of Directors establishing such committee, shall have
and  may  exercise  all of  the  authority  of the  Board  of  Directors  in the
management of the business and affairs of the  Corporation  except to the extent
expressly  restricted by statute,  the  Certificate  of  Incorporation  or these
Bylaws.

     Section 4. Committee  Changes;  Removal.  The Board of Directors shall have
the power at any time to fill  vacancies in, to change the  membership of and to
discharge any committee. The Board of Directors may remove any committee member,
at any time, with or without cause.

     Section 5.  Alternate  Members of  Committees.  The Board of Directors  may
designate one or more directors as alternate members of any committee.  Any such
alternate member may replace any absent or disqualified member at any meeting of
the committee.

     Section 6. Regular Meetings.  Regular meetings of any committee may be held
without notice at such time and place as may be designated  from time to time by
the committee and communicated to all members thereof.

     Section 7. Special Meetings.  Special meetings of any committee may be held
whenever  called by any  committee  member.  The  committee  member  calling any
special meeting shall cause notice of such special  meeting,  including  therein
the time and place of such special meeting, to be given to each committee member
at least two (2) days before such  special  meeting.  Neither the business to be
transacted  at, nor the purpose of any special  meeting of any committee need be
specified in the notice or waiver of notice of any special meeting.

     Section 8. Quorum;  Majority Vote. At meetings of any committee, a majority
of the number of members designated by the Board of Directors shall constitute a
quorum for the transaction of business.  If a quorum is not present at a meeting
of any committee, a majority of the members present may adjourn the meeting from
time to time, without notice other than an announcement at the meeting,  until a
quorum is present.  The act of a majority of the members  present at any meeting
at which a quorum is in attendance  shall be the act of a committee,  unless the
act of a greater number is required by law, the Certificate of  Incorporation or
these Bylaws.

                                     3.1-11
Section 9. Minutes.  Each committee  shall cause minutes of its proceedings
to be  prepared  and shall  report the same to the Board of  Directors  upon the
request  of the Board of  Directors.  The  minutes  of the  proceedings  of each
committee  shall be delivered to the Secretary of the  Corporation for placement
in the minute books of the Corporation.

     Section 10. Compensation. Committee members may, by resolution of the Board
of  Directors,  be allowed a fixed sum and expenses of  attendance,  if any, for
attending any committee meetings or a stated salary.

     Section  11.  Responsibility.  The  designation  of any  committee  and the
delegation  of  authority  to it shall  not  operate  to  relieve  the  Board of
Directors or any director of any responsibility imposed upon it or such director
by law.
                                   ARTICLE V.

                                     NOTICES

     Section 1. Method.  Whenever by statute,  the Certificate of Incorporation,
or these  Bylaws,  notice  is  required  to be given  to any  committee  member,
director, or stockholder and no provision is made as to how such notice shall be
given,  personal notice shall not be required,  and any such notice may be given
(a) in writing,  by mail,  postage prepaid,  addressed to such committee member,
director,  or  stockholder  at his address as it appears on the books or (in the
case of a stockholder) the stock transfer records of the Corporation,  or (b) by
any other  method  permitted  by law  (including  but not  limited to  overnight
courier service,  telegram, telex, or telefax). Any notice required or permitted
to be given by mail  shall be deemed to be given  when  deposited  in the United
States  mail as  aforesaid.  Any notice  required  or  permitted  to be given by
overnight  courier  service shall be deemed to be given at the time delivered to
such service with all charges  prepaid and  addressed as  aforesaid.  Any notice
required or permitted to be given by telegram, telex, or telefax shall be deemed
to be delivered and given at the time  transmitted  with all charges prepaid and
addressed as aforesaid.

     Section  2.  Waiver.  Whenever  any notice is  required  to be given to any
stockholder,  director,  or committee member of the Corporation by statute,  the
Certificate of Incorporation  or these Bylaws, a written waiver thereof,  signed
by the person or persons  entitled to such notice,  whether  before or after the
time stated therein, shall be equivalent to notice. Attendance of a stockholder,
director,  or committee  member at a meeting shall constitute a waiver of notice
of such  meeting,  except when the person  attends  for the  express  purpose of
objecting at the beginning of the meeting to the  transaction of any business on
the ground that the meeting is not lawfully called or convened.

                                     3.1-12
Section  3.  Exception  to Notice  Requirement.  The  giving of any  notice
required  under any provision of the General  Corporation  Law of Delaware,  the
Certificate of  Incorporation  or these Bylaws shall not be required to be given
to any stockholder to whom (i) notice of two consecutive  annual  meetings,  and
all notices of meetings or of the taking of action by written  consent without a
meeting  to such  stockholder  during the period  between  such two  consecutive
annual meetings, or (ii) all, and at least two, payments (if sent by first class
mail) of dividends or interest on securities during a twelve-month  period, have
been mailed  addressed  to such person at his address as shown on the records of
the Corporation and have been returned  undeliverable.  If any such  stockholder
shall deliver to the Corporation a written notice setting forth his then current
address,  the  requirement  that  notice be given to such  stockholder  shall be
reinstated.

                                   ARTICLE VI.

                                    OFFICERS

     Section 1. Officers.  The officers of the  Corporation  shall be elected by
the Board of Directors  and shall be a President  and a Secretary.  The Board of
Directors may also choose a Chairman of the Board,  additional  Vice  Presidents
and one or more Assistant  Secretaries and a Treasurer and one or more Assistant
Treasurers. Any two or more offices may be held by the same person.

     Section 2. Election. The Board of Directors at its first meeting after each
annual meeting of stockholders shall elect the officers of the Corporation, none
of whom need be a member of the Board,  a stockholder or a resident of the State
of Delaware.  The Board of Directors may appoint such other  officers and agents
as it shall  deem  necessary,  who shall be  appointed  for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.

     Section 3. Compensation. The compensation of all officers and agents of the
Corporation shall be fixed by the Board of Directors.

     Section 4. Removal and  Vacancies.  Each officer of the  Corporation  shall
hold office until his  successor  is elected and  qualified or until his earlier
resignation  or removal.  Any officer or agent elected or appointed by the Board
of  Directors  may be removed  either for or without  cause by a majority of the
directors  represented  at a meeting of the Board of Directors at which a quorum
is  represented,  whenever in the  judgment of the Board of  Directors  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.  If
the office of any  officer  becomes  vacant for any  reason,  the vacancy may be
filled by the Board of Directors.

     Section 5. President. The President shall be the chief executive officer of
the  Corporation.  He shall preside at all meetings of the  stockholders and the
Board of Directors  unless the Board of Directors  shall elect a Chairman of the
Board,  in which  event the  President  shall  preside at Board  meetings in the
absence of the  Chairman  of the Board.  The  President  shall have  general and
active management of the business and affairs of the Corporation, shall see that
all orders and  resolutions  of the Board are  carried  into  effect,  and shall
perform such other duties as the Board of Directors shall prescribe.

                                     3.1-13
Section 6. Vice Presidents. Each Vice President shall have only such powers
and  perform  only such duties as the Board of  Directors  may from time to time
prescribe or as the President may from time to time delegate to him.

     Section 7. Secretary.  The Secretary shall attend all sessions of the Board
of Directors and all meetings of the  stockholders  and record all votes and the
minutes  of all  proceedings  in a book to be kept for that  purpose  and  shall
perform  like  duties  for any  committee  when  required.  Except as  otherwise
provided herein,  the Secretary shall give, or cause to be given,  notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
shall  perform such other duties as may be  prescribed by the Board of Directors
or President, under whose supervision he shall be. He shall keep in safe custody
the seal of the  Corporation  and,  when  authorized  by the Board of Directors,
affix the same to any instrument requiring it, and, when so affixed, it shall be
attested by his  signature or by the  signature of the Treasurer or an Assistant
Secretary.

     Section 8. Assistant Secretaries.  Each Assistant Secretary shall have only
such powers and perform only such duties as the Board of Directors may from time
to time prescribe or as the President may from time to time delegate.

     Section 9. Treasurer. The Treasurer shall have the custody of the corporate
funds and securities  and shall keep full and accurate  accounts of receipts and
disbursements of the Corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors.  He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors,  taking proper vouchers
for such disbursements,  and shall render to the President and directors, at the
regular meetings of the Board of Directors,  or whenever they may require it, an
account of all his  transactions as Treasurer and of the financial  condition of
the  Corporation,  and shall perform such other duties as the Board of Directors
may  prescribe.  If  required  by the  Board of  Directors,  he  shall  give the
Corporation  a bond in such form,  in such sum, and with such surety or sureties
as shall be satisfactory to the Board of Directors for the faithful  performance
of the duties of his office and for the restoration to the Corporation,  in case
of his death,  resignation,  retirement  or removal from  office,  of all books,
papers,  vouchers,  money, and other property of whatever kind in his possession
or under his control belonging to the Corporation.

     Section 10. Assistant Treasurers.  Each Assistant Treasurer shall have only
such powers and perform only such duties as the Board of Directors may from time
to time prescribe.
                                  ARTICLE VII.

                        CERTIFICATES REPRESENTING SHARES

     Section 1. Certificates. The shares of the Corporation shall be represented
by  certificates  in such form as shall be determined by the Board of Directors.
Such  certificates  shall be consecutively  numbered and shall be entered in the
books of the Corporation as they are issued. Each certificate shall state on the
face  thereof the  holder's  name,  the number and class of shares,  and the par
value of such shares or a statement that such shares are without par value. Each
certificate  shall be signed by the  President  or a Vice  President  and by the
Secretary  or an  Assistant  Secretary  and may be  sealed  with the seal of the
Corporation  or  a  facsimile  thereof.  Any  or  all  of  the  signatures  on a
certificate may be facsimile.

                                     3.1-14
Section  2.  Legends.  The  Board of  Directors  shall  have the  power and
authority to provide that certificates  representing  shares of stock shall bear
such  legends,  including,  without  limitation,  such  legends  as the Board of
Directors  deems  appropriate  to assure  that the  Corporation  does not become
liable for violations of federal or state  securities  laws or other  applicable
law.

     Section 3. Lost  Certificates.  The Corporation may issue a new certificate
representing  shares  in  place of any  certificate  theretofore  issued  by the
Corporation,  alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person  claiming  the  certificate  to be lost,
stolen  or  destroyed.  The  Board  of  Directors,  in its  discretion  and as a
condition precedent to the issuance thereof, may require the owner of such lost,
stolen or destroyed certificate,  or his legal representative,  to advertise the
same in such manner as it shall require and/or to give the Corporation a bond in
such form,  in such sum,  and with such  surety or  sureties as it may direct as
indemnity  against  any claim  that may be made  against  the  Corporation  with
respect to the certificate alleged to have been lost, stolen or destroyed.

     Section 4. Transfer of Shares.  Shares of stock shall be transferable  only
on the books of the  Corporation  by the holder thereof in person or by his duly
authorized attorney.  Upon surrender to the Corporation or the transfer agent of
the  Corporation  of  a  certificate   representing   shares  duly  endorsed  or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  it shall be the duty of the  Corporation or the transfer agent of the
Corporation to issue a new  certificate to the person entitled  thereto,  cancel
the old certificate and record the transaction upon its books.

     Section 5. Registered  Stockholders.  The Corporation  shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof,  and,  accordingly,  shall not be bound to recognize  any  equitable or
other claim or interest in such share or shares on the part of any other person,
whether  or not it  shall  have  express  or other  notice  thereof,  except  as
otherwise provided by law.

                                  ARTICLE VIII.

                               GENERAL PROVISIONS

     Section 1. Dividends. The directors,  subject to any restrictions contained
in the Certificate of  Incorporation,  may declare  dividends upon the shares of
the Corporation's capital stock.  Dividends may be paid in cash, in property, or
in  shares  of the  Corporation,  subject  to  the  provisions  of  the  General
Corporation Law of Delaware and the Certificate of Incorporation.

     Section 2. Reserves. By resolution of the Board of Directors, the directors
may set  apart  out of any of the  funds  of the  Corporation  such  reserve  or
reserves as the directors from time to time, in their  discretion,  think proper
to provide for contingencies, or to equalize dividends, or to repair or maintain
any property of the  Corporation,  or for such other  purposes as the  directors
shall think  beneficial  to the  Corporation,  and the  directors  may modify or
abolish any such reserve in the manner in which it was created.

                                     3.1-15
Section 3. Checks.   All  checks  or  demands  for  money  and notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

     Section 4. Fiscal Year. The fiscal year of the  Corporation  shall be fixed
by resolution of the Board of Directors.

     Section 5. Seal. The corporate  seal shall have inscribed  thereon the name
of the Corporation.  Said seal may be used by causing it or a facsimile  thereof
to be impressed or affixed or reproduced or otherwise.

     Section 6. Indemnification.  The Corporation shall indemnify its directors,
officers,  employees and agents to the fullest  extent  permitted by the General
Corporation Law of Delaware and the Certificate of Incorporation.

     Section 7. Transactions  with Directors and Officers.  No contract or other
transaction  between the Corporation and any other  corporation and no other act
of the Corporation  shall, in the absence of fraud, be invalidated or in any way
affected  by the  fact  that  any  of  the  directors  of  the  Corporation  are
pecuniarily or otherwise interested in such contract,  transaction or other act,
or are  directors  or officers of such other  corporation.  Any  director of the
Corporation, individually, or any firm or corporation of which any such director
may be a  member,  may  be a  party  to,  or may  be  pecuniarily  or  otherwise
interested  in,  any  contract  or  transaction  of the  Corporation;  provided,
however,  that  the  fact  that  the  director,  individually,  or the  firm  or
corporation is so interested  shall be disclosed or shall have been known to the
Board of Directors or a majority of such members  thereof as shall be present at
any annual meeting or at any special  meeting,  called for that purpose,  of the
Board of Directors at which  action upon any  contract or  transaction  shall be
taken.

     Any  director of the  Corporation  who is so  interested  may be counted in
determining  the existence of a quorum at any such annual or special  meeting of
the Board of Directors which  authorizes  such contract or transaction,  and may
vote  thereat to  authorize  such  contract or  transaction  with like force and
effect as if he were not such director or officer of such other  corporation  or
not so interested. Every director of the Corporation is hereby relieved from any
disability which might otherwise prevent him from carrying out transactions with
or  contracting  with the  Corporation  for the  benefit of himself or any firm,
corporation,  trust or  organization in which or with which he may be in anywise
interested or connected.

     Section 8. Amendments. These Bylaws may be altered, amended, or repealed or
new bylaws may be adopted by the  stockholders  or by the Board of  Directors at
any  regular  meeting  of the  stockholders  or the Board of  Directors,  at any
special meeting of the  stockholders or the Board of Directors if notice of such
alteration,  amendment,  repeal,  or adoption of new bylaws be  contained in the
notice of such special meeting,  or by written consent of the Board of Directors
or the stockholders without a meeting.

     Section 9. Table of Contents;  Headings. The Table of Contents and headings
used in  these  Bylaws  have  been  inserted  for  convenience  only  and do not
constitute matters to be construed in interpretation.

                                     3.1-16
CERTIFICATE BY SECRETARY

     The undersigned, being the secretary of the Corporation, hereby
certifies that the foregoing  Bylaws were duly adopted by the Board of Directors
of the Corporation effective June 29, 2000.

     IN WITNESS  WHEREOF,  I hereby certify that the above and foregoing are the
Bylaws of the Corporation, as amended, as of the 29th day of June, 2000.

                                               /s/ Roberto R. Thomae
                                               -----------------------------
                                               Roberto R.  Thomae, Secretary

                                     3.1-17
EXHIBIT 23.1

                           AKIN DOHERTY KLEIN & FUEGE
                           A Professional Corporation
                          Certified Public Accountants
                       8610 North New Braunfels, Suite 101
                            San Antonio, Texas 89217
                             Telephone: 210 829-1300
                                Fax: 210 829-4080

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in this  Registration  Statement  of our report  dated March 8, 2002,
included in The Exploration  Company of Delaware,  Inc. and Subsidiary Form 10-K
for the year ended December 31, 2001, and to all references to our firm included
in this Registration Statement.

Akin, Doherty, Klein & Feuge, P.C.
San Antonio, Texas
April 2, 2002

                                     23.1-1
EXHIBIT 23.2

                                   May 9, 2002

The Exploration Company of Delaware, Inc.
500 North Loop 1604 East, Suite 250
San Antonio, Texas 78232

Attention: Mr.  James E.  Sigmon, President

Ladies and Gentlemen:

         We have acted as counsel for The Exploration Company of Delaware, Inc.,
a Delaware corporation (the "Company"), in connection with various legal matters
relating to the  Registration  Statement  on Form S-8 to be filed by the Company
with the Securities and Exchange  Commission (the  "Commission") with respect to
1,300,000 shares of Common Stock, $.01 par value per share (the "Common Stock"),
of the Company  which may be purchased  pursuant to exercise of options or other
stock rights granted pursuant to the Company's 1995 Flexible Incentive Plan (the
"Plan").  We have  examined  such  corporate  records,  certificates  and  other
documents  and  such  questions  of  law  as we  have  considered  necessary  or
appropriate  for  the  purposes  of  this  opinion  and,  on the  basis  of such
examination, advise you that in our opinion the 1,300,000 shares of Common Stock
to be issued to participants in the Plan will, when issued pursuant to the terms
of the Plan, be validly issued, fully paid and non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person  whose  consent is  required  to be filed with the  Registration
Statement under the provisions of the Securities Act of 1993.

                                              Very truly yours,

                                              BARTON & SCHNEIDER, LL.P.

                                              /s/ Frank Russell
                                              -----------------
                                              M.  Frank Russell
                                              For the Firm

MFR/raj

                                     23.2-1