ARTICLES OF CONVERSION
                       OF LJH CORPORATION
                         INTO LJH, LTD.
                               ***
     Pursuant to the provisions of Article 5.17 of the Texas

Business Corporation Act and Section 2.15 of the Texas Revised

Limited Partnership Act, the undersigned converting entity

certifies the Following Articles of Conversion adopted for the

purpose of effecting a conversion in accordance with the

provisions of Texas Business Corporation Act and the Texas

Revised Limited Partnership Act.

1.   A Plan of Conversion was approved and adopted in accordance
     with the provisions of Article 5.02 of the Texas Business
     Corporation Act providing for the conversion of LJH
     Corporation, a corporation incorporated under the Texas
     Business Corporation Act to LJH, Ltd., a Texas Limited
     Partnership.  Under the terms of the plan of Conversion,
     converting entity will be responsible for any franchise
     taxes owing by LJH Corporation.

2.   An executed Plan of conversion is on file at the principal
     place of business of the converting entity at 2249 South
     Treadaway Boulevard, Abilene, Texas 79602; and, from and
     after the conversion, an executed Plan of Conversion will be
     on file at the principal place of business of converted
     entity at 2249 South Treadaway Boulevard, Abilene, Texas
     79602.

3.   A copy of the Plan of Conversion will be furnished by the
     converting entity (prior to the conversion) or by the
     converted entity (after the conversion) on written request
     and without cost to any shareholder or member of the
     converting entity or the converted entity.

4.   The approval of the Plan of Conversion was duly authorized
     by all action required by the laws under which LJH
     Corporation is incorporated and by its constituent
     documents.  The number of outstanding shares of each class

     or series of stock of LJH Corporation entitled to vote, with
     other shares or as a class, on the Plan of Conversion are as
     follows:

Number of Shares    Class or Series   Number of Shares Entitled
Outstanding                           to Vote as a Class or Series
91,000              Common                        91,000

5.   The number of shares, not entitled to vote only as a class,
     voted for and against the Plan of Conversion, respectively,
     and if the shares of any class or series are entitled to
     vote as a class, the number of shares of each such class or
     series voted for and against the Plan of Conversion, are as
     follows:



                                                         Number of Shares Entitled
                                                      To Vote as a Class or Series
Total Voted For  Total Voted Against  Class or Series              Vote
                                                         
 91,000                -0-                Common                  91,000


6.   Two copies of the Certificate of Limited Partnership of LJH,
     Ltd. which is to be created pursuant to the Plan of
     Conversion are being filed with the Secretary of State with
     the Articles of Conversion.

7.   The conversion will become effective upon the issuance of
     the Certificate of Conversion by the Secretary of State.


DATED:   July 31, 2000

                                   LJH CORPORATION

                                   By: /s/ Lacy J. Harber
                                   Its President