Exhibit 3.1 (iii)


                      B.  BY-LAW AMENDMENT

     RESOLVED,  that Section 2.2 of the By-Laws are hereby
amended so as to read as follows:

       2.2 Annual Meetings.   Notice Thereof.   An annual meeting
of  the  shareholders shall be held at such date at such time  as
may  be  specified by the board of Directors in the call  of  the
meeting,  for  the  purpose of electing  directors  and  for  the
transaction  of  such other business as may be  properly  brought
before the meeting.   If no annual shareholders' meeting is  held
for  a  period of eighteen months, any shareholder may call  such
meeting to be held at the registered office of the Corporation as
shown on the records of the Secretary of State of Louisiana."