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                                                                    Page 1 of 19

                                                                     EXHIBIT 3.2
                                                                     -----------
                           DAWSON GEOPHYSICAL COMPANY

                           AMENDED AND RESTATED BYLAWS

                                    ARTICLE I

                                     OFFICES

          Section 1. The principal office of the Corporation shall be in the
City of Midland, County of Midland, State of Texas, and the resident agent in
charge thereof is L. Decker Dawson.

          Section 2. The Corporation may also have offices at such other places
both within and without the State of Texas 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. All meetings of the stockholders for the election of
directors shall be held at the offices of the Corporation in Midland, Texas,
unless otherwise provided by resolution by the Board of Directors. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Texas, as shall be stated in the Notice of Meeting or in a
duly executed waiver of notice thereof.

          Section 2. An Annual Meeting of Stockholders shall be held on the
fourth Tuesday of January at 10:00 a.m. in each year if not a legal holiday, and
if a legal holiday, then on the next secular day following, at which time they
shall elect a Board of Directors and transact such other business as may be
properly brought before the meeting.


                                                                    Page 2 of 19

          Section 3. Written notice of the Annual Meeting shall be served upon
or mailed to each stockholder entitled to vote thereat at such address as
appears on the books of the Corporation, at least ten days prior to the meeting.

          Section 4. At least ten days before every election of Directors, a
complete list of the stockholders entitled to vote at said election, arranged in
alphabetical order with the residence of each and the number of voting shares
held by each, shall be prepared by the Secretary. Such list shall be open at the
principal office of the Corporation for said ten days to the examination of any
stockholder, and shall be produced and kept at the time and place of election
during the whole time thereof, and subject to the inspection of any stockholder
who may be present.

          Section 5. Special meetings of the stockholders, for any purpose or
purposes, and unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the President or Secretary at the request in
writing of stockholders owning twenty-five percent (25%) or more in amount of
the entire capital stock of the Corporation issued and outstanding and entitled
to vote. Such request shall state the purpose or purposes of the proposed
meeting.

          Section 6. Written notice of a special meeting of stockholders,
stating the time and place and object thereof, shall be served upon or mailed to
each stockholder entitled to vote thereat at such address as appears on the
books of the Corporation, at least ten (10) days before such meeting.

          Section 7. Business transacted at all special meetings shall be
confined to the objects stated in the call.

          Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise


                                                                    Page 3 of 19

provided by statute, by the Certificate of Incorporation or by these Bylaws. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

          Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation or of these Bylaws, a different vote is
required in which case such express provision shall govern and control the
decision of such question.

          Section 10. At any meeting of the stockholders, every stockholder
having the right to vote shall be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such stockholder and bearing
a date not more than eleven months prior to said meeting, unless said instrument
provides for a longer period. Each stockholder shall have one vote for each
share of stock having voting power, registered in the stockholder's name on the
books of the Corporation. Each outstanding share having voting power shall be
entitled to one vote for each Director to be elected. Except where the transfer
books of the Corporation shall have closed or a date shall have been fixed as a
record date for the determination of its stockholders entitled to vote, no share
of stock shall be voted on at any election for Directors


                                                                    Page 4 of 19

which shall have been transferred on the books of the Corporation within twenty
days next preceding such election of Directors.

          Section 11. Meetings of the Stockholders shall be presided over by the
Chairman of the Board of Directors, if one shall be elected, or in the absence
of a Chairman of the Board of Directors, by the Vice Chairman, if one shall be
elected, the Chief Executive Officer, the President or by any Vice President,
or, in the absence of any such officers, by a chairman to be chosen by a
majority of the Stockholders entitled to vote at the meeting who are present in
person or by proxy. The Secretary, or, in the Secretary's absence, any Assistant
Secretary or any person appointed by the individual presiding over the meeting,
shall act as secretary at meetings of the Stockholders.

          Section 12. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken in connection with any corporate action by any
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, the meeting and vote of stockholders may be dispensed with, if all the
stockholders who would have been entitled to vote upon the action if such
meeting were held shall consent in writing to such corporate action being taken.

          Section 13. Nomination of Directors. Subject to the rights of holders
of any class or series of stock having a preference over common stock of the
Corporation as to dividends or upon liquidation and to elect Directors under
specified circumstances, nominations of persons for election to the Board of
Directors may be made only (a) by the Board of Directors or a committee
appointed by the Board of Directors or (b) by any shareholder who is a
shareholder of record at the time of giving the shareholders' notice provided
for in this Section 13, who shall be entitled to vote at such meeting and who
complies with the notice procedures set forth in this Section 13. A shareholder
wishing to nominate one or more individuals to stand for election in


                                                                    Page 5 of 19

the election of members of the Board of Directors at any annual or special
meeting must provide written notice thereof to the Board of Directors not less
than 80 days in advance of such meeting; provided, however, that in the event
that the date of the meeting was not publicly announced by the Corporation by a
mailing to shareholders, a press release or a filing with the Securities and
Exchange Commission pursuant to Section 13(a) or 14(a) of the Securities and
Exchange Act of 1934 more than 90 days prior to the meeting, such notice, to be
timely, must be delivered to the Board of Directors not later than the close of
business on the tenth day following the day on which the date of the meeting was
publicly announced. A shareholder's notice shall set forth (i) the name and
address, as they appear on the Corporation's books, of the shareholder making
the nomination or nominations; (ii) such information regarding the nominee(s)
proposed by such shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee(s) been nominated or intended to be nominated by the
Board of Directors; (iii) a representation of the shareholder as to the class
and number of shares of stock of the Corporation that are beneficially owned by
such shareholder, and the shareholder's intent to appear in person or by proxy
at the meeting to propose such nomination; and (iv) the written consent of the
nominee(s) to serve as a member of the Board of Directors if so elected. No
shareholder nomination shall be effective unless made in accordance with the
procedures set forth in this Section 13. The Chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that a shareholder
nomination was not made in accordance with the provisions of these bylaws, and
if the Chairman should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.

          Section 14. Proposals of Shareholders. At any meeting of shareholders,
there shall be conducted only such business as shall have been brought before
the meeting (a) by or at the


                                                                    Page 6 of 19

direction of the Board of Directors or (b) by any shareholder of the Corporation
who is a shareholder of record at the time of giving of the shareholders' notice
provided for in this Section 14, who shall be entitled to vote at such meeting
and who complies with the notice procedure set forth in this Section 14. For
business to be properly brought before a meeting of shareholders by a
shareholder, the shareholder shall have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely, a shareholder's notice shall
be delivered to or mailed and received at the principal executive offices of the
Corporation not less than 80 days in advance of such meeting; provided, however,
that in the event that the date of the meeting was not publicly announced by the
Corporation by a mailing to shareholders, a press release or a filing with the
Securities and Exchange Commission pursuant to Section 13(a) or 14(a) of the
Securities and Exchange Act of 1934 more than 90 days prior to the meeting, such
notice, to be timely, must be delivered to the Board of Directors not later than
the close of business on the tenth day following the day on which the date of
the meeting was first so publicly announced. A shareholder's notice shall set
forth as to each matter proposed to be brought before the meeting: (1) a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and, in the event that such
business includes a proposal regarding the amendment of either the Articles of
Incorporation of the Corporation or these Bylaws, the language of the proposed
amendment; (2) the name and address, as they appear on the Corporation's books,
of the shareholder proposing such business; (3) a representation of the
shareholder as to the class and number of shares of capital stock of the
Corporation that are beneficially owned by such shareholder, and the
shareholder's intent to appear in person or by proxy at the meeting to propose
such business; and (4) any material interest of such shareholder in such
proposal or business. Notwithstanding anything in these bylaws to the contrary,
no



                                                                    Page 7 of 19

business shall be conducted at a shareholders meeting unless brought before the
meeting in accordance with the procedure set forth in this Section 14. The
Chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that business was not properly brought before the meeting and in
accordance with the provisions of these Bylaws, and if the Chairman should so
determine, the Chairman shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.

                                   ARTICLE III
                                    DIRECTORS

          Section 1. The number of Directors which shall constitute the whole
Board shall not be less than five nor more than fifteen. Within the limits above
specified, the number of Directors shall be determined by resolution of the
Board of Directors or by the stockholders at the Annual Meeting. The Directors
shall be elected at the Annual Meeting of the Stockholders, except as provided
in Section 2 of this Article, and each Director elected shall hold office until
his successor shall be elected and shall qualify. Directors need not be
stockholders.

          Section 2. If any vacancies occur in the Board of Directors caused by
death, resignation, retirement, disqualification, or removal from office of any
Directors or otherwise, or any new directorship is created by an increase in the
authorized number of Directors, a majority of the Directors then in office
though less than a quorum may choose a successor or successors, or fill the
newly created directorship and the Directors so chosen shall hold office until
the next annual election of Directors and until their successors shall be duly
elected and qualified, unless sooner displaced.



                                                                    Page 8 of 19

          Section 3. The property and business of the Corporation shall be
managed by its Board of Directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.

                              MEETINGS OF THE BOARD

          Section 4. The Directors of the Corporation may hold their meetings,
both regular and special, either within or without the State of Texas.

          Section 5. The first meeting of each newly elected Board shall be held
at such time and place as shall be fixed by the vote of the stockholders at the
Annual Meeting and no notice of such meeting shall be necessary to the newly
elected Directors in order to legally constitute the meeting provided a quorum
shall be present, or they may meet at such place and time as shall be fixed by
the consent in writing of all the Directors.

          Section 6. Regular meetings of the Board may be held without notice at
such time and place as shall, from time to time, be determined by the Board.

          Section 7. Special meetings of the Board may be called by the
President on five days' notice to each Director, either personally or by mail or
by telegram; special meetings shall be called by the President or Secretary in
like manner and on like notice on the written request of two Directors.

          Section 8. At all meetings of the Board the presence of a majority of
the Directors shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the Directors present at
any meetings at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation or by these Bylaws. If a quorum shall not be
present at any meeting



                                                                    Page 9 of 19

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 9. Unless otherwise restricted by law, the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if prior to such action all members of the Board of Directors
or of such committee, as the case may be, consent thereto in writing and writing
or writings are filed with the minutes of proceedings of the Board of Directors
or the committee. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting of such Board of Directors or
committee 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 a meeting in such manner shall constitute presence in
person at such meeting.

                             COMMITTEES OF DIRECTORS

          Section 10. The Board of Directors, by resolution passed by a majority
of the whole Board, may designate one or more committees, each committee to
consist of two or more of the Directors of the Corporation, which, to the extent
provided in said resolution, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation,
and may have power to authorize the seal of the Corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
Board of Directors.

          Section 11. The committees shall keep regular minutes of their
proceedings and report the same to the Board when required.


                                                                   Page 10 of 19

                            COMPENSATION OF DIRECTORS

          Section 12. Directors, as such, shall not receive any stated salary
for their services, but, by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided that nothing herein contained shall be construed
to preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.

                                   ARTICLE IV
                                    NOTICES

          Section 1. Whenever under the provisions of the statutes or of the
Certificate of Incorporation or of these Bylaws, notice is required to be given
to any Director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
Director or stockholder at such address as appears on the books of the
Corporation, and such notice shall be deemed to be given at the time when the
same shall be thus mailed.

          Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated thereon, shall be deemed
equivalent thereto.

                                    ARTICLE V
                                    OFFICERS



                                                                   Page 11 of 19

          Section 1. The officers of the Corporation shall be chosen by the
Directors and shall be a President, a Vice President, a Secretary and a
Treasurer. The Board of Directors may also choose (i) a Chairman of the Board ,
who must be a member of the Board of Directors; (ii) if a Chairman of the Board
is chosen, the Board of Directors may also choose a Vice Chairman, who must be a
member of the Board of Directors; (iii) a Chief Executive Officer, who need not
be a member of the Board of Directors; and (iv) additional Vice Presidents, and
one or more Assistant Secretaries and Assistant Treasurers. Two or more offices
may be held by the same person, except that the offices of President and
Secretary shall not be held by the same person.

          Section 2. So far as is practicable, all elected officers shall be
elected by the Board of Directors at the annual meeting of the Board of
Directors in each year, and except as otherwise provided in this Article V,
shall hold office until the next such meeting of the Board of Directors in the
subsequent year and until their respective successors are elected and qualified
or until their earlier death, resignation or removal. All appointed officers
shall hold office at the pleasure of the Board of Directors. If any vacancy
shall occur in any office, the Board of Directors may elect or appoint a
successor to fill such vacancy for the remainder of the term.

          Section 3. The Board may appoint such other offices and agents as it
shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board.

          Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

          Section 5. The officers of the Corporation shall hold office until
their successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors



                                                                   Page 12 of 19

may be removed at any time by the affirmative vote of a majority of the whole
Board of Directors. If the office of any officer becomes vacant for any reason,
the vacancy shall be filled by the Board of Directors.

                            THE CHAIRMAN OF THE BOARD

          Section 6. The Chairman of the Board, if one shall be elected, shall
preside at all meetings of the Stockholders and Board of Directors and shall be
ex officio a member of all standing committees of the Corporation. In addition,
the Chairman of the Board shall perform whatever duties and shall exercise all
powers that are given by the Board of Directors. Unless otherwise designated by
the Board of Directors, the Chairman of the Board, if one shall be elected,
shall also be the Chief Executive Officer of the Corporation. In the absence of
the Chairman, such of the Chairman's duties shall be performed and authority
exercised by either the Vice Chairman, if one shall be elected, or the Chief
Executive Officer, if one shall be elected, as may be designated by the Chairman
with the right reserved to the Board of Directors to designate or supersede any
designation so made.

                                  THE PRESIDENT

          Section 7. The President shall, in the absence of the Chairman of the
Board and the Vice Chairman, if one shall be appointed, preside at meetings of
the Stockholders and Board of Directors, shall implement the general directives,
plans and policies formulated by the Board of Directors; and shall further have
the duties, responsibilities and authorities as may be assigned by the Board of
Directors. The President may sign, with any other proper officer, certificates
for shares of the Corporation and any deeds, bonds, mortgages, contracts and
other documents which the Board of Directors has authorized to be executed,
except where required by law to be otherwise signed and executed and except
where the signing and execution thereof shall be



                                                                   Page 13 of 19

expressly delegated by the Board of Directors or these Bylaws, to some other
officer or agent of the Corporation. In the absence of the President, the duties
of the President shall be performed and the President's authority may be
exercised by a Vice President of the Corporation as may have been designated by
the President with the right reserved to the Board of Directors to designate or
supercede any designation so made.

                                 VICE PRESIDENTS

          Section 8. The Vice Presidents in the order of their seniority shall,
in the absence or disability of the President, perform the duties and exercise
the powers of the President, and shall perform such other duties as the Board of
Directors shall prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

          Section 9. The Secretary shall attend all sessions of the Board 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 the standing committees when required. 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 the Secretary shall
be. The Secretary shall keep in safe custody the seal of the Corporation and,
when authorized by the Board, affix the same to any instrument requiring it and,
when so fixed, it shall be attested by the Secretary's signature or by the
signature of the Treasurer or an Assistant Secretary.

          Section 10. The Assistant Secretaries in order of their seniority
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other duties as the
Board of Directors shall prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS



                                                                   Page 14 of 19

          Section 11. The Treasurer shall have the custody of corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
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.

          Section 12. The Treasurer shall disburse the funds of the Corporation
as may be ordered by the Board, taking proper vouchers for such disbursements,
and shall render to the President and Directors, at the regular meetings of the
Board, or whenever they may require it, an account of all the Treasurer's
transactions as Treasurer and of the financial condition of the Corporation.

          Section 13. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond (which shall be renewed every six years) in such sum
and with such surety or sureties as shall be satisfactory to the Board for the
faithful performance of the duties of the Treasurer's office and for the
restoration to the Corporation, in case of the Treasurer's death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in the Treasurer's possession or under the
Treasurer's control, belonging to the Corporation.

          Section 14. The Assistant Treasurers in order of their seniority
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties as the
Board of Directors shall prescribe.

                                   ARTICLE VI
                              CERTIFICATES OF STOCK

          Section 1. The certificates of stock of the Corporation shall be
numbered and shall be entered in the books of the Corporation as they are
issued. They shall exhibit the holder's name



                                                                   Page 15 of 19

and number of shares and shall be signed by the President or Vice President and
the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary. The designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof and the
qualifications, limitations, or restrictions of such preferences and/or rights
shall be set forth in full or summarized on the face or back of the certificates
which the Corporation shall issue to represent such class or series of stock. If
any stock certificate is signed by (1) a transfer agent or an assistant transfer
agent, or (2) a transfer clerk acting on behalf of the Corporation and a
Registrar, the signature of any such office may be facsimile.

                                LOST CERTIFICATES

          Section 2. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate or stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors, in its discretion and
as a condition precedent to the issuance thereof, may require the owner of such
lost or destroyed certificate or certificates, or the owner's legal
representatives, to advertise the same in such manner as it shall require and/or
give the Corporation a bond in such sum 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 or destroyed.

                                TRANSFER OF STOCK

          Section 3. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new



                                                                   Page 16 of 19

certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

                            CLOSING OF TRANSFER BOOKS

          Section 4. The Board of Directors may close the stock transfer books
of the Corporation for a period of not less than ten days nor more than sixty
days preceding the date of any meeting of stockholders or the date for payment
of any dividend or the date for the allotment of rights or the date when any
change or conversion or exchange of capital stock shall go into effect or for a
period of not less than ten days nor more than sixty days in connection with
obtaining the consent of stockholders for any purpose. In lieu of closing the
stock transfer books as aforesaid, the Board of Directors may fix in advance a
date, not less than ten days nor more than sixty days preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange of capital stock, or to give such consent, and in
such case such stockholders and only such stockholders as shall be stockholders
of record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights, or
to give such consent, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date fixed as
aforesaid.

                             REGISTERED STOCKHOLDERS



                                                                   Page 17 of 19

          Section 5. 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 to 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
the laws of Texas.

                             UNCERTIFICATED SHARES

          Section 6. The Corporation may adopt a system of issuance,
recordation and transfer of its shares by electronic or other means not
involving any issuance of certificates, including provisions for notice to
purchasers in substitution for any required statements on certificates, and as
may be required by applicable corporate securities laws or stock exchange
regulation. Any system so adopted shall not become effective as to issued and
outstanding certificated securities until their certificates have been
surrendered to the Corporation.

                                   ARTICLE VII
                               GENERAL PROVISIONS
                                    DIVIDENDS

          Section 1. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the Certificate of Incorporation.

          Section 2. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

          Section 3. The Board of Directors shall present at each Annual Meeting
and when called for by vote of the stockholders at any special meeting of the
stockholders, a full and clear statement of the business and conditions of the
Corporation.

                                     CHECKS



                                                                   Page 18 of 19

          Section 4. 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.

                                   FISCAL YEAR

          Section 5. The fiscal year of the Corporation shall begin on the first
day of October of each year and end on the last day of September of each year.

                                      SEAL

          Section 6. The corporate seal shall have inscribed thereon the name of
the Corporation and the words "Corporate Seal" so as to make an impression
similar to that on the margin hereof. Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII
                                   AMENDMENTS

          Section 1. These Bylaws may be altered or repealed at any regular
meeting of the stockholders or at any special meeting of the stockholders at
which a quorum is present or represented, provided notice of the proposed
alteration or repeal be contained in the notice of such special meeting, by the
affirmative vote of a majority of the stock entitled to vote at such meeting and
present or represented thereat, or by the affirmative vote of a majority of the
Board of Directors at any regular meeting of the Board or at any special meeting
of the Board if notice of the board proposed alteration or repeal be contained
in the notice of such special meeting; provided, however, that no change of the
time or place of the meeting for the election of Directors shall be made within
sixty days next before the day on which such meeting is to be held, and that in
case of any change of such time or place, notice thereof shall be given to each



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stockholder in person or by letter mailed to the stockholder's last known post
office address at least twenty days before the meeting is held.

                                   ARTICLE IX
              INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

          To the extent permitted by Texas Business Corporation Act Article
2.02-1, the Corporation shall indemnify any present or former Director, officer,
employee or agent of the Corporation against judgments, penalties (including
excise and similar taxes), fines, settlements, and reasonable expenses actually
incurred by the person in connection with a proceeding in which the person was,
is, or is threatened to be made a named defendant or respondent because the
person is or was a Director, officer, employee or agent of the Corporation.