EXHIBIT 3.2

                                     BYLAWS

                      (as amended through January 15, 2004)

                                       of

                             SOUTHWEST AIRLINES CO.

                                  Dallas, Texas



                             SOUTHWEST AIRLINES CO.

                                     BYLAWS

                                    ARTICLE I

                           IDENTIFICATION AND OFFICES

         Section 1. Name: The name of the corporation is SOUTHWEST AIRLINES CO.

         Section 2. Principal Business Office: The principal business office of
the corporation shall be in Dallas, Texas.

         Section 3. Other Offices: The corporation may also have offices at such
other places within or 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

                                THE SHAREHOLDERS

         Section 1. Place of Meetings: All meetings of the shareholders for the
election of directors shall be held at the principal executive offices of the
corporation in Dallas, Texas, or at such other place as may be designated by the
Board of Directors of the corporation. Meetings of the shareholders 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 the meeting or in a duly executed
waiver of notice thereof.

         Section 2. Annual Meetings: Annual meetings of shareholders shall be
held on such date and at such time as shall be designated from time to time by
the Board of Directors. At each annual meeting, the shareholders shall elect a
Board of Directors and transact such other business as may be properly brought
before the meeting.

         Section 3. Special Meetings: Special meetings of the shareholders may
be called by the Chairman of the Board or the Chief Executive Officer and shall
be called by the Secretary upon written request, stating the purpose or purposes
therefor, by a majority of the whole Board of Directors or by the holders of at
least ten (10) percent (or such greater percentage not exceeding a majority as
may be specified in the Articles of Incorporation) of all of the shares entitled
to vote at the meeting.

         Section 4. Notice of Meetings: Written or printed notice of all
shareholders' meetings stating the place, day and hour, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be delivered not less than ten (10) days nor more than sixty (60) days before
the date of the meeting, either personally or by mail, by or at the direction of
the

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officer or person calling the meeting, to each shareholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail addressed to the shareholder at his
address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid.

         Section 5. Purpose of Special Meetings: Business transacted at all
special meetings of shareholders shall be confined to the purposes stated in the
notice thereof.

         Section 6. Fixing Record Date: For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive a distribution by the
corporation (other than a distribution involving a purchase or redemption by the
corporation of any of its own shares) or a share dividend or in order to make a
determination of shareholders for any other purpose, the Board of Directors may
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than sixty (60) days, and, in
the case of a meeting of shareholders, not less than ten (10) days, prior to the
date on which the particular action requiring such determination of shareholders
is to be taken. If no record date is fixed for the determination of shareholders
entitled to notice of or vote at a meeting of shareholders, or shareholders
entitled to receive a distribution by the corporation (other than a distribution
involving a purchase or redemption by the corporation of any of its own shares)
or a share dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such
distribution or share dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section, such determination shall apply to any adjournment
thereof.

         Section 7. Voting List: The officer or agent having charge of the stock
transfer books for the shares of the corporation, shall make, at least ten (10)
days before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten (10) days prior to such meeting, shall be kept
on file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours; such list
shall also be produced and be kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original stock transfer books shall be prima facie evidence as
to who are the shareholders entitled to examine such list or transfer books or
to vote at any meeting of shareholders.

         Section 8. Quorum: The holders of a majority of the shares entitled to
vote (counting for such purposes all abstentions and broker nonvotes),
represented in person or by proxy, shall constitute a quorum at meetings of the
shareholders, except as otherwise provided in the Articles of Incorporation. If,
however, such quorum shall be not present or represented at a meeting of the
shareholders, the holders of a majority of the shares entitled to vote thereat,
and represented in person or by proxy, shall have power to recess the meeting
from time to time, without notice other than power to recess the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such recessed

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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
convened had a quorum been present. Shareholders present at a duly organized
meeting with a quorum present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.

         Section 9. Voting at Meetings:

                  (a) With respect to any matter other than the election of
         directors or a matter for which the affirmative vote of the holders of
         a specified portion of the shares entitled to vote is required by the
         Texas Business Corporation Act, the act of the shareholders shall be
         the affirmative vote of the holders of a majority of the shares
         entitled to vote on, and voted for or against, the matter at a meeting
         of shareholders at which a quorum is present; provided that, for
         purposes of this sentence, all abstentions and broker nonvotes shall
         not be counted as voted either for or against such matter. With respect
         to the election of directors, directors shall be elected by a plurality
         of the votes cast by the holders of shares entitled to vote in the
         election of directors at a meeting of shareholders at which a quorum is
         present; provided, that abstentions and broker nonvotes shall not be
         counted as votes cast either for or against any nominee for director.

                  (b) Each outstanding share, regardless of class, shall be
         entitled to one vote on each matter submitted to a vote at a meeting of
         shareholders, except to the extent that the voting rights of shares of
         any class or series are limited or denied by the Articles of
         Incorporation, or as otherwise provide by law. No shareholder shall
         have the right of cumulative voting.

                  (c) A shareholder may vote either in person or by proxy
         executed in writing by the shareholder or by his duly authorized
         attorney in fact. No proxy shall be valid after eleven (11) months from
         the date of its execution unless otherwise provided in the proxy. Each
         proxy shall be revocable unless the proxy form conspicuously states
         that the proxy is irrevocable and the proxy is coupled with an
         interest.

         Section 10. Actions by Shareholders Without a Meeting: Any action
required by law to be taken at a meeting of the shareholders, or any action
which may be taken at a meeting of the shareholders, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.

         Section 11. Inspectors of Election: The chairman of each meeting of
shareholders shall appoint one or more persons to act as inspectors of election.
The inspectors of election shall report to the meeting the number of shares of
each class and series of stock, and of all classes, represented either in person
or by proxy. The inspectors of election shall oversee the vote of the
shareholders for the election of directors and for any other matters that are
put to a vote of shareholders at the meeting; receive a ballot evidencing votes
cast by the proxy committee of the Board of Directors; judge the qualifications
of shareholders voting; collect, count, and report the results of ballots cast
by any shareholders voting in person; and perform such other duties as may be
required by the chairman of the meeting or the shareholders.

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         Section 12. Notice of Shareholder Business: At an annual meeting of
shareholders, only such business shall be conducted as shall have been brought
before the meeting (i) by or at the direction of the Board of Directors or (ii)
by any shareholder of the corporation who complies with the notice procedures
set forth in this Section 12. For business to be properly brought before an
annual meeting by a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary of the corporation. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation, not less than sixty (60) days
nor more than ninety (90) days prior to the meeting; provided, however, that in
the event that less than thirty (30) days' notice or prior public disclosure of
the date of the meeting is given or made to the shareholders, notice by the
shareholder to be timely must be received not later than the close of business
on the tenth (10th) day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made. A
shareholder's notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting the following
information: (a) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting; (b) the name and address, as they appear on the corporation's
books, of the shareholder proposing such business; (c) the number of shares of
the corporation which are beneficially owned by the shareholder; and (d) any
material interest of the shareholder in such business. Notwithstanding anything
in these Bylaws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Section 12.
The chairman of an annual 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 this Section 12, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted. Notwithstanding the
foregoing provisions of this Section 12, a shareholder seeking to have a
proposal included in the corporation's proxy statement shall comply with the
requirements of Regulation 14A under the Securities Exchange Act of 1934, as
amended (including, but not limited to, Rule 14a-8 or its successor provision).

         Section 13. Notice of Shareholder Nominees: Nominations of persons for
election to the Board of Directors of the corporation may be made at a meeting
of shareholders (i) by or at the direction of the Board of Directors or (ii) by
any shareholder of the corporation entitled to vote for the election of
directors at the meeting who complies with the notice procedures set forth in
this Section 13. Nominations by shareholders shall be made pursuant to timely
notice 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 sixty (60) days nor
more than ninety (90) days prior to the meeting; provided, however, that in the
event that less than thirty (30) days' notice or prior public disclosure of the
date of the meeting is given or made to shareholders, notice by the shareholder
to be timely must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made. Such shareholder's notice
shall set forth (a) as to each person whom the shareholder proposes to nominate
for election or reelection as a director, all information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant

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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
shareholder giving the notice (i) the name and address, as they appear on the
corporation's books, of such shareholder and (ii) the number of shares of the
corporation which are beneficially owned by such shareholder. 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 corporation that
information required to be set forth in a shareholder's notice of nomination
which pertains to the nominee. No person shall be eligible for election as a
director of the corporation unless nominated in accordance with the procedures
set forth in these Bylaws. The chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these Bylaws, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.

                                   ARTICLE III

                               BOARD OF DIRECTORS

         Section 1. Management: The business and affairs of the corporation
shall be managed by a Board of Directors.

         Section 2. Number; Term of Office; Qualifications: The number of
directors of the corporation shall be determined from time to time by resolution
of the Board of Directors, but no decrease in such number shall have the effect
of shortening the term of any incumbent director. At each annual meeting of
shareholders, the shareholders shall elect directors to hold office until the
next succeeding annual meeting, except in case of the classification of
directors as provided in these Bylaws. Each director shall hold office for the
term for which he is elected and until his successor shall have been elected and
qualified or until his earlier death, retirement, resignation, or removal for
cause in accordance with the provisions of these Bylaws. Directors need not be
residents of the State of Texas or shareholders of the corporation, but they
must have been nominated in accordance with the procedures set forth in these
Bylaws in order to be eligible for election as directors. Each director must
retire no later than the first annual meeting of shareholders following his or
her 75th birthday; provided, however, that the Chairman of the Board, if any,
shall be exempt from this provision.

         Section 3. Classification of Directors: Effective at the time of the
annual meeting of shareholders in 1990, in lieu of electing the whole number of
directors annually, the directors shall be divided into three classes, Class I,
Class II and Class III, each class to be as nearly equal in number as possible,
and the remainder of this Section 3 shall be effective. Each director shall
serve for a term ending on the date of the third annual meeting of shareholders
following the annual meeting at which such director was elected; provided,
however, that each initial director in Class I shall hold office until the first
annual meeting of shareholders after his election; each initial director in
Class II shall hold office until the second annual meeting of shareholders after
his election; and each initial director in Class III shall hold office until the
third annual meeting of shareholders after his election. In the event of any
increase or decrease in the authorized

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number of directors, (i) each director then serving as such shall nevertheless
continue as a director of the class of which he is a member until the expiration
of his current term or until his prior death, retirement, resignation, or
removal for cause in accordance with the provisions of these Bylaws, and (ii)
the newly created or eliminated directorships resulting from such increase or
decrease shall be apportioned by the Board of Directors among the three classes
of directors so as to maintain such classes as nearly equal in number as
possible.

         Section 4. Vacancies; Increases in the Number of Directors: Any vacancy
occurring in the Board of Directors may be filled in accordance with the
following paragraph of this Section 4 or may be filled by the affirmative vote
of a majority of the remaining directors though less than a quorum of the Board
of Directors. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office.

         Any vacancy occurring in the Board of Directors or any directorship to
be filled by reason of an increase in the number of directors (i) may be filled
by election at an annual or special meeting of shareholders called for that
purpose or (ii) may be filled by the Board of Directors; provided that, with
respect to any directorship to be filled by the Board of Directors by reason of
an increase in the number of directors (a) such directorship shall be for a term
of office continuing only until the next election of one or more directors by
shareholders and (b) the Board of Directors may not fill more than two such
directorships during the period between any two successive annual meetings of
shareholders. If the Board of Directors is classified, any director elected at
an annual or special meeting of shareholders to fill a directorship created by
reason of an increase in the number of directors shall be elected for a term
coterminous with the remaining term of the other members of the class to which
he has been designated in accordance with the provisions of these Bylaws.

         Section 5. Removal: At any meeting of shareholders called expressly for
that purpose, any director may be removed, but only for cause, by vote of the
holders of a majority of the shares then entitled to vote for the election of
directors.

         Section 6. Place of Meeting: Meetings of the Board of Directors,
regular or special, may be held either within or without the State of Texas.

         Section 7. First Meeting: The first meeting of each newly elected Board
shall be held immediately following the shareholders' meeting at which the
directors are elected and at the place at which such annual meeting is held, or
the directors may meet at such time and place as shall be fixed by the consent
in writing of the directors. 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.

         Section 8. 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 resolution of the Board of Directors.

         Section 9. Special Meetings: Special meetings of the Board of Directors
may be called by the Chairman of the Board or the Chief Executive Officer on two
days' notice to each director,

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either personally, by telephone, by mail, or by telegram. Special meetings shall
be called by the Chairman of the Board, or by the Secretary, in like manner and
on like notice on the written request of the majority of the whole Board of
Directors.

         Section 10. Purpose of Meetings: Neither the purpose of, nor the
business to be transacted at, any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.

         Section 11. Quorum: A majority of the number of directors shall
constitute a quorum for the transaction of business at any meeting thereof. 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 the act of a greater
number is required by law or the Articles of Incorporation or these bylaws. If a
quorum shall not be present at any meeting of the Board 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. Committee of Directors: The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, including an "Executive Committee," each committee to consist of one
or more of the directors of the corporation, which, to the extent provided in
said resolution, shall have and may exercise all of the authority of the Board
of Directors in the business and affairs of the corporation, except where action
of the Board is mandatorily required by law, 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. Such committees
shall keep regular minutes of their proceedings and report the same to the Board
when required.

         Section 13. Action Without Meeting: Any action required or permitted to
be taken at a meeting of the Board of Directors or any committee 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. The signed consent, or a signed copy, shall be placed in the minute
book.

                                   ARTICLE IV

                                    OFFICERS

         Section 1. Number and Designation: The officers of the corporation
shall consist of a Chief Executive Officer, a President and a Secretary and such
other officers, including, but not limited to a Vice President, an Assistant
Secretary, a Treasurer, an Assistant Treasurer, and a Chairman and Vice Chairman
of the Board, as may be elected from time to time by the Board of Directors. Any
two or more offices may be held by the same person.

         Section 2. Election: The Board of Directors at its first meeting after
the annual meeting

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of the shareholders may elect a Chairman of the Board and a Vice Chairman of the
Board from among its members and shall elect a Chief Executive Officer, a
President, a Vice President, a Secretary, an Assistant Secretary, a Treasurer,
and/or an Assistant Treasurer, none of whom need to be a member of the Board.

         Section 3. Other Officers: The Chief Executive Officer may appoint such
other officers and agents as he may deem necessary for the efficient and
successful conduct of the business of the corporation, but none of such other
officers and agents shall be given a contract of employment unless such is first
approved by the Board of Directors.

         Section 4. Term of Office and Removal: The officers, agents, or members
of any committees of the corporation elected or appointed by the Board of
Directors shall hold office until their successors are chosen and qualify in
their stead; provided, that any such officer, agent, or member of such
committees may be removed at any time by the majority vote of the whole Board of
Directors whenever in its sole judgment the best interests of the corporation
will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Any officer or agent
appointed by the Chief Executive Officer may be removed at any time by majority
vote of the whole Board of Directors or by the Chief Executive Officer. Election
or appointment of an officer or agent shall not of itself create contract
rights.

         Section 5. Compensation: The salaries of all officers of the
corporation shall be fixed by, or at the direction of, the Board of Directors or
its Compensation Committee.

         Section 6. The Chairman of the Board: If elected, the Chairman of the
Board shall preside at all meetings of the shareholders and directors; and he
shall have such other powers and duties as the Board of Directors shall
prescribe.

         Section 7. Vice Chairman of the Board: If elected, and in the absence
of the Chairman of the Board, the Vice Chairman of the Board shall preside at
all meetings of the shareholders and directors. The Vice Chairman shall have
authority to execute deeds, conveyances, notes, bonds, and other contracts
either or without the attestation of the Secretary required thereon and either
with or without the seal of the corporation.

         Section 8. Chief Executive Officer: The Board of Directors shall
designate the Chairman of the Board, any Vice Chairman or the President to be
Chief Executive Officer of the Corporation. The Chief Executive Officer shall
have responsibility for the general management and direction of the business of
the Corporation and for the execution of all orders and resolutions of the Board
of Directors. In addition to the powers prescribed in these bylaws, he shall
have all of the powers usually vested in the chief executive officer of a
corporation and such other powers as may be prescribed from time to time by the
Board of Directors. He may delegate any of his powers and duties to any other
officer with such limitations as he may deem proper.

         Section 9. President: The President may execute deeds, conveyances,
notes, bonds, and other contracts either or without the attestation of the
Secretary required thereon and either with or without the seal of the
corporation. In addition to the powers prescribed in these bylaws, she

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shall have all of the powers as may be prescribed from time to time by the Board
of Directors. If she is not designed as chief executive officer, the President
shall have such powers and perform such duties as may be delegated to her by the
Chief Executive Officer, and shall be vested with all the powers and authorized
to perform all the duties of the Chief Executive Officer in his absence or
inability to act. She may delegate any of her powers and duties to any other
officer with such limitations as she may deem proper.

         Section 10. Vice Presidents: The Vice Presidents, in the order of their
rank and seniority in office, in the absence or disability of the President
shall perform the duties and exercise the powers of the President, and shall
perform such other duties as the Board of Directors shall prescribe.

         Section 11. The Secretary: The Secretary shall attend all meetings of
the Board of Directors and all meetings of the shareholders 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. He shall
give, or cause to be given, notice of all meetings of the shareholders 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 the seal the corporation and, when
authorized by the Board, 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 or Assistant Treasurer.

         Section 12. The Assistant Secretaries: The Assistant Secretaries, in
order of their seniority in office, 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.

         Section 13. The Treasurer: The Treasurer shall have supervision over
the corporate funds and securities and shall keep or cause to be kept full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit or cause to be deposited 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, 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 Chief Executive Officer and
directors, at the regular meetings of the Board, or whenever they may require
it, an account of all the transactions under his supervision as Treasurer and of
the financial condition of the corporation. If required by the Board of
Directors, the Treasurer and persons acting under this supervision shall give
the corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of their duties and for
the restoration to the corporation, in case of their death, resignation,
retirement, or removal from office, of all books, papers, vouchers, money, and
other property of whatever kind in their possession or under their control
belonging to the corporation.

         Section 14. The Assistant Treasurers: The Assistant Treasurers, in the
order of their seniority in office, 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.

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                                    ARTICLE V

                        CERTIFICATES REPRESENTING SHARES

         Section 1. Form and Issuance: The certificates representing shares of
the corporation of each class or series shall be in such form as approved by
resolution of the Boards of Directors and as may be required by law and shall be
numbered and entered in the stock records of the corporation as they are issued.
They shall show the holder's name and number of shares and shall be signed by
the Chairman of the Board, if any, or the Chief Executive Officer and the
Secretary of the corporation, and may be sealed with the seal of the corporation
or a facsimile thereof. The signatures of the Chairman of the Board or Chief
Executive Officer and of the Secretary upon a certificate may be facsimiles. In
case any officer who has signed or whose facsimile signature has been placed
upon such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer at the date of its issuance. No certificate shall be
issued for any share until the consideration therefor, fixed as provided by law,
has been fully paid.

         Section 2. Fractional Shares: The corporation may, but shall not be
obligated to, issue a certificate for a fractional share, and the Board of
Directors may, in lieu thereof, arrange for the disposition thereof by those
entitled thereto, pay the fair value in cash or issue scrip in registered or
bearer form which shall entitle the holder to receive a certificate for a full
share only upon the surrender of such scrip aggregating a full share. A
certificate for a fractional share shall, but scrip shall not, unless otherwise
provided herein, entitle the holder to exercise voting rights, to receive
dividends, or to participate in any of the assets of the corporation in the
event of liquidation. Such scrip if issued shall become void if not exchanged
for certificates representing full shares within one year after its issue, or
such scrip may be subject to the condition that the shares for which it is
exchangeable may be sold by the corporation and the proceeds thereof distributed
to the holders of such scrip, and the same may be subject to any other
conditions which the Board of Directors may deem advisable.

         Section 3. Lost, Stolen, or Destroyed Certificates. 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, stolen, or destroyed, upon the making of an affidavit of the
fact by the person claiming the certificate of stock to be lost, stolen, or
destroyed, and by such other persons as may have knowledge of the pertinent
facts with reference thereto. When authorizing such issue of a new certificate
or certificates, the Board of Directors may, in its discretion, and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen, or destroyed certificate or certificates, or his legal representative,
to make proof of loss, theft, or destruction 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, stolen or destroyed.

         Section 4. Transfer of Shares: 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, and upon payment of all taxes as may be

                                       10


imposed by law, it shall be the duty 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 Shareholders: 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.

                                   ARTICLE VI

                                     NOTICES

         Section 1. Waiver in Writing: Whenever any notice is required to be
given any shareholder or director under the provisions of the law or the
Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

         Section 2. Waiver by Attendance: Attendance of a director or a
shareholder, whether in person or by proxy, at any meeting shall constitute a
waiver of notice of such meeting, except where such director or shareholder
attends a meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

                                   ARTICLE VII

                               GENERAL PROVISIONS

         Section 1. Dividends and Reserves: Dividends upon the shares of the
corporation, subject to the provisions, if any, of the Articles of
Incorporation, may in the exercise of its discretion be declared by the Board of
Directors at any regular or special meeting, to the extent permitted by law.
Dividends may be paid in cash, in property, or in shares of the corporation.
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.

         Section 2. Fiscal Year: The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

         Section 3. Seal: The corporate seal shall have inscribed therein the
name of the corporation and shall be in such form as may be approved by the
Board of Directors. Said seal may be used by causing it or a facsimile thereof
to be impressed or affixed or otherwise reproduced.

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         Section 4. Amendments to Bylaws: All of the powers of this corporation,
insofar as the same may be lawfully vested by these Bylaws in the Board of
Directors, are hereby conferred upon the Board of Directors of this corporation.
In furtherance and not in limitation of that power, the Board of Directors may
amend or repeal these Bylaws, or adopt new bylaws, unless (i) such power shall
be reserved exclusively to the shareholders in whole or part by the Articles of
Incorporation or the laws of Texas or (ii) the shareholders in amending,
repealing or adopting a particular bylaw shall have expressly provided that the
Board of Directors may not amend or repeal that bylaw. Unless the Articles of
Incorporation or a bylaw adopted by the shareholders shall provide otherwise as
to all or some portion of the corporation's bylaws, the shareholders may amend,
repeal, or adopt (but only by the affirmative vote of the holders of not less
than eighty (80) percent of the then outstanding shares of capital stock of the
corporation entitled to vote with respect thereto) the corporation's bylaws even
though the bylaws may also be amended, repealed, or adopted by the Board of
Directors.

         Section 5. Preferred Shareholders: The provisions of Sections 12 and 13
of Article II and of Sections 2, 3, 4 and 5 of Article III are subject to the
rights of any holders of any class or series of stock having a preference over
the Common Stock of the corporation as to dividends or upon liquidation to elect
directors under specified circumstances.

         Section 6. Action With Respect to Securities of Other Corporations:
Unless otherwise directed by the Board of Directors, the chief executive officer
shall have power to vote and otherwise act on behalf of the corporation, in
person or by proxy, at any meeting of shareholders of, or with respect to any
action of shareholders of, any other corporation in which the corporation may
hold securities and otherwise to exercise any and all rights and powers which
the corporation may possess by reason of its ownership of securities in such
other corporation.

                                  ARTICLE VIII

                                 INDEMNIFICATION

         Section 1. Right to Indemnification: Subject to the limitations and
conditions as provided in this Article VIII, each person who was or is made a
party to, or is threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative (hereinafter called a "proceeding"), or any appeal
in such a proceeding or any inquiry or investigation that could lead to such a
proceeding, by reason of the fact that he (or a person of whom he is the legal
representative) is or was a director or officer of the corporation (or while a
director or officer of the corporation is or was serving at the request of the
corporation as a director, officer, partner, venturer, proprietor, trustee,
Employee, agent, or similar functionary of another foreign or domestic
corporation, partnership, joint venture, proprietorship, trust, Employee benefit
plan, or other enterprise) shall be indemnified by the corporation to the
fullest extent permitted by the Texas Business Corporation Act, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the corporation to provide broader

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indemnification rights than said law permitted the corporation to provide prior
to such amendment) against judgments, penalties (including excise and similar
taxes and punitive damages), fines, settlements and reasonable expenses
(including, without limitation, court costs and attorneys' fees) actually
incurred by such person in connection with such proceeding, appeal, inquiry or
investigation, and indemnification under this Article VIII shall continue as to
a person who has ceased to serve in the capacity which initially entitled such
person to indemnity hereunder; provided, however, that in no case shall the
corporation indemnify any such person (or the legal representative of any such
person) otherwise than for his reasonable expenses, in respect of any proceeding
(i) in which such person shall have been finally adjudged by a court of
competent jurisdiction (after exhaustion of all appeals therefrom) to be liable
on the basis that personal benefit was improperly received by him, whether or
not the benefit resulted from an action taken in such person's official
capacity, or (ii) in which such person shall have been found liable to the
corporation; and provided, further, that the corporation shall not indemnify any
such person for his reasonable expenses actually incurred in connection with any
proceeding in which he shall have been found liable for willful or intentional
misconduct in the performance of his duty to the corporation. The rights granted
pursuant to this Article VIII shall be deemed contract rights, and no amendment,
modification or repeal of this Article VIII shall have the effect of limiting or
denying any such rights with respect to actions taken or proceedings arising
prior to any such amendment, modification or repeal. it is expressly
acknowledged that the indemnification provided in this Article VIII could
involve indemnification for negligence or under theories of strict liability.

         Section 2. Advance Payment: The right to indemnification conferred in
this Article VIII shall include the right to be paid or reimbursed by the
corporation the reasonable expenses incurred by a person of the type entitled to
be indemnified under Section 1 who was, or is threatened to be made a named
defendant or respondent in a proceeding, in advance of the final disposition of
the proceeding and without any determination as to the person's ultimate
entitlement to indemnification; provided, however, that the payment of such
expenses incurred by any such person in advance of the final disposition of a
proceeding shall be made only upon delivery to the corporation of a written
affirmation by such person of his good faith belief that he has met the standard
of conduct necessary for indemnification under this Article VIII and a written
undertaking, by or on behalf of such person, to repay all amounts so advanced if
it shall be ultimately determined that such person is not entitled to be
indemnified under this Article VIII or otherwise.

         Section 3. Indemnification of Employees and Agents: The corporation, by
adoption of a resolution of the Board of Directors, may indemnify and advance
expenses to an Employee or agent of the corporation to the same extent and
subject to the same conditions under which it may indemnify and advance expenses
to directors and officers under this Article VIII; and the corporation may so
indemnify and advance expenses to persons who are not or were not directors,
officers, employees, or agents of the corporation but who are or were serving at
the request of the corporation as a director, officer, partner, venturer,
proprietor, trustee, Employee, agent, or similar functionary of another foreign
or domestic corporation, partnership, joint venture, proprietorship, trust,
Employee benefit plan, or other enterprise against any liability asserted
against him and incurred by him in such a capacity or arising out of his status
as such a person to the same extent that it may indemnify and advance expenses
to directors and officers under this Article VIII.

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         Section 4. Appearance as a Witness: Notwithstanding any other provision
of this Article VIII, the corporation may pay or reimburse expenses incurred by
a director or officer in connection with his appearance as a witness or his
other participation in a proceeding at a time when he is not a named defendant
or respondent in the proceeding.

         Section 5. Nonexclusivity of Rights: The right to indemnification and
the advancement and payment of expenses conferred in this Article VIII shall not
be exclusive of any other right which a director or officer or other person
indemnified pursuant to Section 3 of this Article VIII may have or hereafter
acquire under any law (common or statutory), provision of the Articles of
Incorporation or these Bylaws, agreement, vote of shareholders or disinterested
directors or otherwise.

         Section 6. Insurance: The corporation may purchase and maintain
insurance, at its expense, to protect itself and any person who is or was
serving as a director, officer, Employee, or agent of the corporation or is or
was serving at the request of the corporation as a director, officer, partner,
venturer, proprietor, trustee, Employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture,
proprietorship, Employee benefit plan, trust, or other enterprise against any
expense, liability, or loss, whether or not the corporation would have the power
to indemnify such person against such expense, liability, or loss under this
Article VIII.

         Section 7. Shareholder Notification: To the extent required by law, any
indemnification of or advance of expenses to a director or officer in accordance
with this Article VIII shall be reported in writing to the shareholders with or
before the notice or waiver of notice of the next shareholders' meeting or with
or before the next submission to shareholders of a consent to action without a
meeting and, in any case, within the 12-month period immediately following the
date of the indemnification or advance.

         Section 8. Savings Clause: If this Article VIII or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the corporation shall nevertheless indemnify and advance expenses to each
director, officer, and other person indemnified pursuant to this Article VIII to
the extent permitted by any applicable portion of this Article VIII that shall
not have been invalidated.

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