UNION PACIFIC RESOURCES INC.

                                  BY-LAW NO. 2

                  A by-law respecting the borrowing of money, the giving of
guarantees and the giving of security by UNION PACIFIC RESOURCES INC.
(hereinafter called the "Corporation").

                  IT IS HEREBY ENACTED as a by-law of the Corporation as
follows:

                  The directors of the Corporation may from time to time:

(a)      borrow money on the credit of the Corporation;

(b)      issue, reissue, sell or pledge debt obligations of the Corporation,
         including without limitation, bonds, debentures, notes or other
         evidences of indebtedness or guarantee of the Corporation, whether
         secured or unsecured;

(c)      give a guarantee on behalf of the Corporation to secure performance of
         an obligation of any individual, partnership, association, body
         corporate, trustee, executor, administrator or legal representative;

(d)      mortgage, hypothecate, pledge or otherwise create an interest in or
         charge on all or any property of the Corporation, owned or subsequently
         acquired, to secure payment of a debt or performance of any other
         obligation of the Corporation;

(e)      delegate to one or more directors, a committee of directors or one or
         more officers of the Corporation as may be designated by the directors,
         all or any of the powers conferred by the foregoing clauses of this
         by-law to such extent and in such manner as the directors shall
         determine at the time of each such delegation.

                  In the event any provision of any other by-law of the
Corporation now in force is inconsistent with or in conflict with any provision
of this by-law, the provisions of this by-law shall prevail to the extent
necessary to remove the inconsistency or conflict.

                  This by-law shall remain in force and be binding upon the
Corporation as regards any party acting on the faith thereof until a copy,
certified by the Secretary of the Corporation, of a by-law repealing or
replacing this by-law shall have been received by such party and duly
acknowledged in writing.

                  ENACTED the 17th day of April, 1998.


/s/ [illegible]                                      /s/ [illegible]
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President                                            Secretary