Exhibit 10.4

                             PROPOSED AMENDMENTS TO
                             ----------------------
                         CHAPARRAL RESOURCES INC. BYLAWS
                         -------------------------------


1.   Section 2.2 of Article II shall be replaced with the following:

     "Section 2.2 Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by law or by the
certificate of incorporation, (i) may be called by the chairman of the board or
the president and (ii) shall be called by the president or secretary at the
request in writing of a majority of the Board or by stockholders owning capital
stock of the Company representing at least 50% of all capital stock of the
Company entitled to vote thereat. Such request of the Board or the stockholders
shall state the purpose or purposes of the proposed meeting."


2.   Section 2.5.4 of Article II shall be replaced with the following:

     "Section 2.5.4 Required Vote. Except as otherwise required by law, the
certificate of incorporation, or these bylaws, when a quorum is present at a
meeting: (a) the affirmative vote of a majority of shares present in person or
represented by proxy and entitled to vote on the subject matter shall be the act
of the stockholders; and (b) where a separate vote by class or series is
required, the affirmative vote of the majority of shares of such class or series
present in person or represented by proxy shall be the act of such class or
series."


3.   Section 2.5.5 of Article II shall be replaced with the following:

     "Section 2.5.5 Restrictions on Action by Written Consent. Any action
required or permitted to be taken by the stockholders of the Corporation must be
effected at a duly called annual or special meeting of such holders and may not
be effected by any consent in writing by such stockholders."


4.   The following new Section 2.6 shall be added to Article II of the Bylaws

     Section 2.6 Nomination of Directors. Only persons who are nominated in
accordance with the procedures set forth in these Bylaws shall be eligible to
serve as directors of the Company. Nominations of persons for election to the
Board of Directors may be made at a meeting of stockholders (a) by or at the
direction of the Board of Directors or (b) by any stockholder of the Company who
is a stockholder of record at the time of giving of notice provided for in this
Section 2.6, who shall be entitled to vote for the election of directors at the
meeting and who complies with the notice procedures set forth in this Section
2.6. Such nominations, other than those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the Company. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Company not less than 60 days nor more than 90 days prior to the meeting;
provided that in the event that less than 70 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders of the
Company, notice by the stockholder to be timely must be so received not later
than the close of business on the 10th day following the day on which such of
the date of the meeting or such public disclosure was made. Such stockholder's
notice shall set for (a) as to each person whom the stockholder proposes to
nominate for election or reelection as required to be disclosed in solicitations
of proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected) and (b) as to the
stockholder giving the notice (i) the name and address, as they appear on the




Company's books, of such stockholder and (ii) the class and number of shares of
the Company's capital stock which are beneficially owned by such stockholder. At
the request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of the
Company that information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. The chairman of the meeting shall have
the power and the duty to (a) determine whether a nomination was made in
accordance with the procedures prescribed by this Section 2.6 and, (b) if any
nomination was not made in compliance with this Section 2.6, to declare to the
meeting that the defective nomination shall be disregarded. Notwithstanding the
foregoing provisions of this Section 2.6, a stockholder shall also comply with
all applicable requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder with respect to the matters set forth
in this Section 2.6.

5.   The following new Section 2.7 shall be added to Article II of the Bylaws

     Section 2.7 Notice of Business. At any meeting of the stockholders, only
such business shall be conducted as shall have been brought before the meeting
(a) by or at the direction of the Board of Directors or (b) by any stockholder
of the Company who is a stockholder of record at the time of giving of the
notice provided for in this Section 2.7, who shall be entitled to vote at such
meeting and who complies with the notice procedures set forth in this Section
2.7. For business to be properly brought before a stockholder meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Company. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Company not less than 60 days nor more than 90 days prior to the meeting;
provided that in the event that less than 70 days' notices or prior public
disclosure of the date of the meeting is given or made to stockholders of the
Company, notice by the stockholder to be timely must be received no later than
the close of business on the tenth day following the day on which such notice of
the date of the meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the meeting (a) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting, (b) the name and address, as they appear on the
Company's books, of the stockholder proposing such business, (c) the class and
number of shares of the Company's capital stock which are beneficially owned by
the stockholder and (d) any material interest of the stockholder in such
business. The chairman of the meeting shall have the power and the duty to (a)
determine whether any business was proposed in accordance with the procedures
prescribed by this Section 2.7 and, (b) if any business was not proposed in
compliance with this Section 2.7, to declare to the meeting that such business
shall not be transacted. Notwithstanding the foregoing provision of this Section
2.7, a stockholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this Section 2.7.