Exhibit 3.2

                              BYLAWS
                                OF
                    VALLEY HIGH MINING COMPANY
                       A Nevada corporation


                       ARTICLE I - OFFICES

     Section 1.   Home Office.   The principal office of the Corporation
shall be located in the City of Salt Lake, County of Salt Lake, State of Utah,
and it shall also maintain an office in Carson City, Nevada, the state of its
incorporation.  The Corporation may have such other offices, either within or
without the state of Utah or Nevada, as the Board of Directors may designate
or as the business of the Corporation may require.

                   ARTICLE II - SHAREHOLDERS

     Section 1.   Annual Meeting.   A meeting of the shareholders of the
Corporation for the election of directors and for the transaction of any other
business of the Corporation may be held annually within 180 days after the end
of the Corporation's fiscal year which is December 31, or at such other date
and time as the Board of Directors may determine.

     Section 2.   Special Meetings.   Special meetings of the shareholders
for any purpose or purposes may be called at any time by the Chairman of the
Board, the President, or a majority of the Board of Directors, and shall be
called by the Chairman of the Board, the President, or the Secretary upon the
written request of the holders of not less than twenty-five (25%) of all of
the outstanding capital stock of the Corporation entitled to vote at the
meeting.  Such written request shall state the purpose or purposes of the
meeting and shall be delivered to the principal office of the Corporation,
addressed to the Chairman of the Board, the President, or the Secretary.

     Section 3.   Place of Meetings.   All annual and special meetings of
shareholders shall be held at the place where the Corporation's executive
offices are located or at such other place as the Board of Directors may
determine.

     Section 4.   Conduct of Meetings.   Annual and special meetings of
shareholders shall be conducted in accordance with the most current edition of
Robert's Rules of Order unless otherwise prescribed by applicable regulations
or these bylaws.  The Board of Directors shall designate, when present, either
the Chairman of the Board or President to preside at such meetings.



     Section 5.   Notice of Meetings.   Written notice stating the place,
day, and hour of the meeting and the purpose(s) for which the meeting is
called shall be delivered not fewer than 10 nor more than 50 days before the
date of the meeting, either personally or by mail, by or at the direction of
the Chairman of the Board, the President, or the Secretary, or the Directors
calling the meeting, to each shareholder of record entitled to vote at such
meeting.  If mailed, such notice shall be deemed to be delivered when
deposited in the mail, addressed to the shareholder at the address appearing
in the stock transfer books or records of the Corporation as of the record
date prescribed in Section 6 of this Article II, with postage prepaid.  When
any shareholders' meeting, either annual or special, is adjourned for 30 days
or more, notice of the adjourned meeting shall be given as in the case of an
original meeting.  It shall not be necessary to give any notice of the time
and place of any meeting adjourned for less than 20 days or of the business to
be transacted at the meeting, other than an announcement at the meeting at
which such adjournment is taken.

     Section 6.   Fixing of Record Date.   For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
purpose, the Board of Directors shall fix in advance a date as the record date
for any such determination of shareholders.  Such date in any case shall not
be more than 60 days and, in case of a meeting of shareholders, not fewer than
10 days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken.  When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment.

     Section 7.   Wavier of Notice.   Whenever notice is required to be given
by these bylaws, the articles of incorporation, or any State or Federal law or
regulation, a written waiver of such notice, signed by the person (s) entitled
thereto, whether before or after the time therein stated, shall be equivalent
of notice.

     Section 8.   Voting Lists.   At least 20 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books
for shares of the Corporation shall make a complete list of the shareholders
entitled to vote at such meeting, or any adjournment, arranged in alphabetical
order, with the address and the number of shares held by each.  This list of
shareholders shall be kept on file at the principal office of the Corporation
and shall be subject to inspection by any shareholder at any time during usual
business hours for a period of 20 says prior to such meeting.  Such list shall
also be produced and kept open at the time and place of the meeting and shall
be subject to inspection by any shareholder during the entire time of the
meeting.  The original stock transfer book shall constitute prima facie
evidence of the shareholders entitled to examine such list or transfer books
or to vote at any such meeting of shareholders.

     Section 9.   Quorum.   A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders.  If less than a majority of
the outstanding shares is represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further
notice.  At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted at the meeting as originally
noticed.  The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to cause less than a quorum to be present.

     Section 10.   Proxies.   At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or by his or her duly
authorized attorney-in-fact.  Proxies solicited on behalf of the management
shall be voted as directed by the shareholder or, in the absence of such
direction, as determined by a majority of the Board of Directors.  No proxy
shall be valid beyond eleven months from the date of its execution except for
a proxy coupled with an interest or as otherwise provided under Nevada law.

     Section 11.   Voting of shares in the Name of Two or More Persons.  When
ownership stands in the name of two or more persons, in the absence of written
directions to the Corporation to the contrary, at any meeting of the
shareholders of the Corporation any one or more of such shareholders may cast,
in person or by proxy, all votes to which such ownership is entitled.  In the
event an attempt is made to cast conflicting votes, in person or by proxy, by
the several persons in whose names shares of stock stand, the vote or votes to
which those persons are entitled shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting,
but no votes shall be cast for such stock if a majority cannot agree.

     Section 12.   Voting of Shares by Certain Holders.   Shares standing in
the name of another corporation, partnership or unincorporated business trust
may be voted by an officer, agent, partner or proxy holder as the bylaws,
partnership agreement or trust declaration of such corporation, partnership or
unincorporated business trust may prescribe, or, in the absence of such
provision, as the Board of Directors, partners or trustees of such
corporation, partnership or unincorporated business trust may determine.
Shares held by an administrator, executor, guardian, or conservator may be
voted by them, either in person or by proxy, without a transfer of such shares
into their name.  Shares outstanding in the name of a trustee may be voted by
him or her, either in person or by proxy, but no trustee shall be entitled to
vote shares held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such
receiver without a transfer into his or her name if authority to do so is
contained in an appropriate order of the court or other public authority by
which such receiver was appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so
transferred.

     Section 13.   Voting.   Each shareholder entitled to vote in accordance
with the terms and provisions of the Articles of Incorporation and these
bylaws shall be entitled to one (1) vote, in person or by proxy, for each
share of stock entitled to vote held by such shareholder, upon the terms and
conditions of the Articles of Incorporation.  Upon the demand of any
shareholder, the vote for Directors and upon any question before the meeting
shall be by ballot.  All elections for Directors shall be decided by plurality
vote; all other questions shall be decided by majority vote except as
otherwise provided by the Articles of Incorporation.

     Section 14.   Order of Business.   The order of business at all meetings
of the shareholders shall be as follows:

          a.   Roll Call
          b.   Proof of notice of meeting or waiver of notice
          c.   Reading of minutes of preceding meeting
          d.   Reports of officers
          e.   Reports of committees
          f.    Election of Directors
          g.   Unfinished business
          h.   New business

                 ARTICLE III - BOARD OF DIRECTORS

     Section 1.   General Powers.   The business and affairs of the
Corporation shall be under the direction of its Board of Directors.  The Board
of Directors shall annually elect a Chairman of the Board and President from
among its members and shall designate, when present, either the Chairman of
the Board or the President, to preside at its meetings.  As permitted under
Nevada law, the Board of Directors may consist of one (1) person.

     Section 2.   Number and Term.   The Board of Directors shall consist of
three (3) directors and may be increased or decreased consistent with the
Nevada law by the Board of Directors at a regular or special meeting, but
shall not be decreased to less than three (3) directors, nor increased beyond
seven (7) directors.

     Section 3.   Regular Meetings.   Regular meetings of the Board of
Directors shall be held at such times and places, either within or without the
State of Nevada, as the Board of Directors may designate; and, without other
notice than this bylaw, immediately after and at the same place as the annual
meeting of the shareholders.  The Board of Directors may provide in advance,
by resolution, the time and place for the holding of regular meetings without
notice other than such resolution.

     Section 4.   Special Meetings.   Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board, the
President, or one-third of the directors.  The persons authorized to call
special meetings of the Board of Directors may fix any place within or without
the State of Nevada.

     Members of the Board of Directors may participate in special meetings by
means of conference telephone or similar communications equipment by which all
persons participating in the meeting can hear each other.  Such participations
shall constitute presence in person but shall not constitute attendance for
the purpose of compensation pursuant to Section 11 of this Article.

     Section 5.   Notice.   Written notice of any special meeting shall be
given to each director at least two (2) days prior thereto when delivered
personally or by telegram, or at least five (5) days prior thereto when
delivered by mail, at the address at which the director is most likely to be
reached.  Such notice shall be deemed to be delivered when deposited in the
mail so addressed with postage prepaid, if mailed, or when delivered to the
telegraph company if sent by telegram.  Any director may waive notice of any
meeting by a writing filed with the Secretary.  The attendance of a director
at a meeting shall constitute a waiver of notice of such meeting, except where
a director attends a meeting for the purpose of objecting to the transaction
of any business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any meeting of
the Board of Directors need be specified in the notice of such meeting.

     Section 6.   Quorum.   A majority of the number of directors fixed by
Section 2 of this Article III, as adjusted by action of the Board of
Directors, shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors; but if less than such majority is present
at the meeting, a majority of the directors present may adjourn the meeting
from time to time.  Notice of any adjourned meeting shall be given in the same
manner as prescribed by Section 5 of this Article III.

     Section 7.   Manner of Acting.   The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors, unless a greater number is prescribed by regulation
or by these bylaws.

     Section 8.   Action Without a Meeting.   Any action required or
permitted to be taken by the Board of Directors at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors.

     Section 9.   Resignation.   Any director may resign at any time by
sending a written notice of such resignation to the principal office of the
Corporation addressed to the Chairman of the Board or the President.  Unless
otherwise specified, such resignation shall take effect upon receipt by the
Chairman of the Board or the President.  More than three consecutive absences
from regular meetings of the Board of Directors may, by resolution of the
Board of Directors, constitute a resignation, effective when the Board of
Directors adopts such resolution.

     Section 10.   Vacancies.   Any vacancy occurring on the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
directors although less than a quorum of the Board of Directors or as
otherwise provided under Nevada law.  A director elected to fill a vacancy
shall be elected to serve until the next election of directors by the
shareholders.  Any directorship to be filled by reason of an increase in the
number of directors may be filled by election by the Board of Directors for a
term of office continuing only until the next election of directors by the
shareholders.

     Section 11.   Compensation.   Directors, as such, may receive a stated
salary for their services.  By resolution of the Board of directors, a
reasonable sum, and reasonable expenses of attendance, if any, may be allowed
for actual attendance at each regular or special meeting of the Board of
Directors.  Members of either standing or special committees may be allowed
such compensation for actual attendance at committee meetings as the Board of
Directors may determine.

     Section 12.   Presumption of Assent.   A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
Corporation matter is taken shall be presumed to have assented to the action
taken unless his or her dissent or abstention shall be entered in the minutes
of the meeting or unless such person shall file a written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation within five (5) days after the date a copy of the
minutes of the meeting is received.  Such right to dissent shall not apply to
a director who voted in favor of such action.

     Section 13.   Removal of Directors.   At a meeting of shareholders
called for that purpose, any director may be removed for cause by a vote of
the holders of a majority of the shares then entitled to vote at an election
of directors.

     Section 14.   Liability of Directors.   Except as hereinafter provided
in this Section 14, no person serving as a director of the Corporation shall
have any personal liability for monetary damages respecting any claims of, or
in behalf of the corporation or its shareholders based on any failure, or
alleged failure, to discharge the person's fiduciary obligations as a director
or as a member of an executive committee of the Board of Directors.  The
foregoing limitation shall not apply to instances where the director is
adjudged, by a court of competent, to have committed:

               a.  A breach of the director's duty of loyalty to the
     Corporation or its shareholders;

               b.  Acts or omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law; or

               c.  Any act resulting in a transaction from which the
     director derived an improper benefit such as usurping a corporate
     opportunity or some other act of self-dealing adjudged to be at the
     corporation's expense.

          ARTICLE IV - EXECUTIVE AND OTHER COMMITTEES

     Section 1.   Appointment.   The Board of Directors, by resolution
adopted by a majority of the full board, may designate the chief officer, two
or more of the other directors, and one or more senior officers, to constitute
an executive committee.  The designation of any committee pursuant of this
Article IV and the delegation of authority shall not operate to relieve the
Board of Directors, or any director, of any responsibility imposed by law or
regulation.

     Section 2.   Authority.   The executive committee, when the Board of
Directors is not in session, shall have and may exercise all of the authority
of the Board of Directors except to the extent, if any, that such authority
shall be limited by the resolution appointing the executive committee; and
except also that the executive committee shall not have the authority of the
Board of Directors with reference to:  the declaration of dividends; the
amendment of the charter or bylaws of the Corporation; recommending to the
shareholders a plan of merger, consolidation, or conversion; the sale, lease,
or other disposition of all or substantially all of the property and assets of
the Corporation otherwise than in the usual and regular course of its
business; a voluntary dissolution of the Corporation; a revocation of any of
the foregoing; or the approval of a transaction in which any member of the
executive committee, directly or indirectly, has any material beneficial
interest.

     Section 3.   Tenure.   Subject to the provisions of Section 8 of this
Article IV, each member of the executive committee shall hold office until the
earlier of the first regular meeting of the Board of Directors held after the
annual meeting of shareholders next occurring or until a successor is
designated as a member of the executive committee.

     Section 4.   Meetings.   Regular meetings of the executive committee may
be held without notice at such times and places as the executive committee may
fix from time to time by resolution.  Special meetings of the executive
committee may be called by any member thereof upon not less than one day's
notice stating the place, date and hour of the meeting, which notice may be
written or oral.  Any member of the executive committee may waive notice of
any meeting and no notice of any meeting need be given to any member thereof
who attends in person.     The notice of a meeting of the executive committee
need not state the business proposed to be transacted at the meeting.

     Section 5.   Quorum.   A majority of the members of the executive
committee shall constitute a quorum for the transaction of business at any
meeting thereof.  Any action of the executive committee must be authorized by
the affirmative vote of a majority of the members present at a meeting at
which a quorum is present.

     Section 6.   Action Without a Meeting.   Any action required or
permitted to be taken by the executive committee at a meeting may be taken
without a meeting if a consent in writing, setting forth the action taken,
shall be signed by all of the members of the executive committee.

     Section 7.   Vacancies.   Any vacancy in the executive committee may be
filled by a resolution adopted by a majority of the full Board of Directors.

     Section 8.   Resignations and Removal.   Any member of the executive
committee may be removed at any time with or without cause by resolution
adopted by a majority of the full Board of Directors.  Any member of the
executive committee may resign from the executive committee at any time by
giving written notice to the President or Secretary of the Corporation.
Unless otherwise specified, such resignation shall take effect upon its
receipt, the acceptance of which shall not be necessary to make it effective.

     Section 9.   Procedure.   The executive committee shall elect a
presiding officer from its members and may fix its own rules or procedure
which shall not be inconsistent with these bylaws.  It shall keep regular
minutes of its proceedings and report the same to the Board of Directors at
the next Board meeting held after the proceedings shall have occurred.

     Section 10.   Other Committees.   The Board of Directors may by
resolution establish an audit, loan, or other committee composed of directors
and executive officers as they may determine to be necessary or appropriate
for the conduct of the business of the Corporation and it may prescribe the
duties, constitution and procedures thereof.

                      ARTICLE V - OFFICERS

     Section 1.   Positions.   The officers of the Corporation shall be a
president, one or more vice presidents (if desirable), a secretary, and a
treasurer, each of whom shall be elected by the Board of Directors.  The Board
of Directors may also designate the Chairman of the Board as an officer.  The
president shall be the chief executive officer, unless the Board of Directors
designates the Chairman of the Board as chief executive officer.  The
president may also serve as a director of the Corporation.  The same person
may hold the offices of the secretary and the treasurer or chief financial
officer and another officer may also be either the secretary or the treasurer
or chief financial officer.  If desirable, the Board of Directors may
designate one or more vice presidents as executive vice president or senior
vice president.  The Board of Directors may also elect or authorize the
appointment of such other officers as the business of the Corporation may
require.  The officers shall have such authority to perform such duties as the
Board of Directors from time to time authorize or determine.  In the absence
of action by the Board of Directors, the officers shall have such powers and
duties as generally pertain to their respective offices.

     Section 2.   Election and Term of Office.   The officers of the
Corporation shall be elected annually at the first meeting of the Board of
Directors held after each annual meeting of the shareholders.  If the election
of officers is not held at such meeting, such election shall be held as soon
thereafter as possible.  Each officer shall hold office until a successor has
been duly elected and qualified or until the officer's death, resignation, or
removal in the manner hereinabove provided.  Election or appointment of an
officer, employee, or agent shall not of itself create contractual rights.
The Board of Directors may authorize the Corporation to enter into an
employment contract with any officer but such contract shall not impair the
right of the Board of Directors to remove any officer at any time in
accordance with Section 3 of this Article V.

     Section 3.   Removal.   Any officer nay be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will
be served thereby, but such removal, other than for cause shall be without
prejudice to the contractual rights, if any, of the person so removed.

     Section 4.   Vacancies.   A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise may be filled by the
Board of Directors for the unexpired portion of the term or as otherwise
allowed under Nevada law.

     Section 5.   Remuneration.   The remuneration of the officers shall be
fixed from time to time by the Board of Directors.

     Section 6.   Indemnification of Directors, Officers, Employees and
Agents.

     6.01. a.   For the purposes of Sections 6(c) to 6(k), inclusive, of
these bylaws "agent" means any person who is or was a director, officer,
employee, or other agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust, or
other enterprise.

          b.   For the purposes of Sections 6(c) to 6(k), inclusive, of
these bylaws "proceeding" means any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative, or investigative; and
"expenses" include without limitation, attorney's fees and any expenses of
establishing a right to indemnification under Section 6(c) or paragraph (iii)
of Section 6(f).

          c.   The Corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any proceeding (other
than an action by or in the right of the Corporation to procure a judgment in
its favor) by reason of the fact that such person is or was an agent of the
Corporation, against expenses, judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with such proceeding if
such person acted in good faith and in a manner such person reasonably
believed to be in the best interests of the Corporation and, in the case of a
criminal proceeding, had no reasonable cause to believe the conduct of such
person was unlawful.  The termination of any proceeding by plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which the person
reasonably believed to be in the best interests of the Corporation or that the
person had reasonable cause to believe that the person's conduct was unlawful.

          d.   The corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action by or in the right of the Corporation to procure
a judgment in its favor by reason of the fact that such person is or was an
agent of the Corporation, against expenses actually and reasonably incurred by
such person in connection with the defense or settlement of such action if
such person acted in good faith, in a manner such person believed to be in the
best interests of the Corporation and with such care, including reasonable
inquiry, as an ordinary prudent person in a like position would use under
similar circumstances.  No indemnification shall be made under this paragraph,
however:

          (i)   In respect of any claim, issue, or matter as to which such
          person shall have been adjudged to be liable to the Corporation in
          the performance of such person's duty to the Corporation, unless
          and only to the extent that the court in which such proceeding was
          or is pending shall determine on application that, in view of all
          the circumstances of the case, such person is fairly and
          reasonably entitled to indemnity for the expenses which such court
          shall determine;

          (ii)   Of amounts paid in settling or otherwise disposing of a
          threatened or pending action, with or without court approval; or

          (iii)   Of expenses incurred in defending a threatened or pending
          action that is settled or otherwise disposed of without court
          approval.

          e.   To the extent that an agent of this Corporation has been
successful on the merits in the defense of any proceeding referred to in
Section 6(c) or in defense of any claim, issue, or matter therein, the agent
shall be indemnified against expenses actually and reasonably incurred by the
agent in connection therewith.

          f.   Except as provided in Section 6(e), any indemnification under
Sections 6(c) to 6(i), inclusive, of these bylaws shall be made by the
Corporation only if authorized in the specific case, on a determination that
indemnification of the agent is proper in the circumstances because the agent
has met the applicable standard of conduct set forth in Section 6(c) by:

          (i)  A majority of a quorum consisting of directors who are not
               parties to such proceeding;

          (ii) Approval of the shareholders with the shares owned
               beneficially by the person to be indemnified not being
               entitled to vote thereon; or

          (iii) Approval of the court in which such proceeding is or was
               pending, on application made by the Corporation or the agent
               or the attorney or other person rendering services in
               connection with the defense, whether or not such application
               made by the agent, attorney or other person is opposed by
               the Corporation.

          g.   Expenses incurred in defending any proceeding may be advanced
by the Corporation prior to the final disposition of such proceeding on
receipt of an undertaking by or on behalf of the agent to repay such amount
unless it shall be determined ultimately that the agent is entitled to be
indemnified as authorized in Sections 6(c) to 6(k), inclusive, of these
bylaws.

          h.   No provisions made by this Corporation to indemnify its (or
its subsidiary's) directors or officers for the defense of any proceeding
shall be valid unless consistent with Sections 6(a) to 6(k), inclusive, of
these bylaws.  Nothing in this section shall, however, affect any right to
indemnification to which persons other than such directors and officers may be
entitled by contract or otherwise.

          i.    No indemnification or advance shall be made under Sections
6(c) to 6(g), inclusive, of these bylaws except as provided in paragraph (i)
of Section 6(d), Section 6(e) or paragraph (iii) of Section 6(f), in any
circumstances where it appears:

          (i)  That it would  be inconsistent with a provision of the
          Articles, these bylaws, a resolution of the shareholders, or any
          agreement in effect at the time of accrual of the alleged cause of
          action asserted in the proceeding in which the expenses were
          incurred or other amounts were paid, which prohibits or otherwise
          limits indemnification; or

          (ii)  That it would be inconsistent with any condition expressly
          imposed by a court in approving a settlement.

          j.   The Corporation shall have power to purchase and maintain
insurance on behalf of any agent against any liability asserted against or
incurred by the agent in such capacity or arising out of the agent's status as
such whether or not the Corporation would have power to indemnify the agent
against such liability under the provisions of Sections 6(a) to 6(i),
inclusive, of these bylaws.

          k.   The Board may, by resolution adopted by a majority of the
authorized number of directors, designate one or more committees, each
consisting of two or more directors serving at the pleasure of the Board, to
investigate any application for indemnification or advancement of expenses
under Section 6 of these bylaws, and render such reports, findings and
determinations to the Corporation's Board of Directors as the members of such
committee deem necessary.

       ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1.   Contracts.   To the extent permitted and except as
otherwise prescribed by these bylaws with respect to certificates for shares,
the Board of Directors may authorize any officer, employee, or agent of the
Corporation to enter into any contract or execute and deliver any instrument
in the name and on behalf of the Corporation.  Such authority may be general
or confined to specific instances.

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

     Section 3.   Checks, Drafts, Etc.   All checks, drafts, or other orders
for the payment of money, notes, or other evidences of indebtedness issued in
the name of the Corporation shall be signed by one or more officers, employees
or agents of the Corporation in such manner as shall from time to time be
determined by the Board of Directors.

     Section 4.   Deposits.   All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in any duly authorized depositories as the Board of Directors may select.

     ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 1.   Certificates for Shares.   Certificates representing shares
of capital stock of the Corporation shall be in such form as shall be
determined by the Board of Directors.  Such certificates shall be signed by
the president, chief executive officer or by any other officer of the
Corporation authorized by the Board of Directors, attested by the secretary,
and sealed with the corporate seal or facsimile thereof.  The signatures of
such officers upon a certificate may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar other than the
Corporation itself or one of its employees.  Each certificate for shares of
capital stock shall be consecutively numbered or otherwise identified.  The
name and address of the person to whom the shares are issued, with the number
of shares and the date of issue, shall be entered on the stock transfer books
of the Corporation.  All certificates surrendered to the Corporation for
transfer shall be canceled and no new certificates shall be issued until the
former certificate for a like number of shares has been surrendered and
canceled, except that in the case of a lost or destroyed certificate, a new
certificate may be issued upon such terms and indemnity to the Corporation as
the Board of Directors may prescribe.

     Section 2.   Transfer of Shares.   Transfer of shares of capital stock
of the Corporation shall be made only on its stock transfer books.  Authority
for such transfer shall be given only by the holder of record or by his legal
representative, who shall furnish proper evidence of such authority, or by his
attorney authorized by a duly executed power of attorney and filed with the
Corporation.  Such transfer shall be made only on surrender for cancellation
of the certificate for such shares.  The person in whose name shares of
capital stock stand on the books of the Corporation shall be deemed by the
Corporation to be the owner for all purposes.

            ARTICLE VIII - FISCAL YEAR; ANNUAL AUDIT

     The fiscal year of the Corporation shall end on the thirty-first (31st)
day of December of each year.  If required by the Directors, the Corporation
shall be subject to an annual audit as of the end of its fiscal year by
independent public accountants appointed by and responsible to the Board of
Directors.

                     ARTICLE IX - DIVIDENDS

     Subject to the terms of the Corporation's Articles of Incorporation and
applicable laws, the Board of Directors may, from time to time, declare, and
the Corporation may pay, dividends on its outstanding shares of capital stock.

                   ARTICLE X - CORPORATE SEAL

     The Board of Directors may provide a corporate seal but it is not
required to do so.

                    ARTICLE XI - AMENDMENTS

     These bylaws may be amended in any manner consistent with applicable
laws or regulations at any time by a two-thirds vote of the full Board of
Directors or by a two-thirds vote of the votes cast by the shareholders of the
Corporation at any meeting of shareholders lawfully held.

                    CERTIFICATE OF SECRETARY

     The undersigned does hereby certify that he is the Secretary of VALLEY
HIGH MINING COMPANY, a corporation duly organized and existing under and by
virtue of the laws of the State of Nevada, and that the foregoing bylaws of
such Corporation were duly and regularly adopted as such by the directors of
the Corporation at a special meeting of directors held by written consent and
made effective this 19th day of April, 2004.

          DATED this 19th day of April, 2004.



                                   /S/John Michael Coombs
                                   John Michael Coombs,
                                   President and Secretary/Treasurer