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                                EXHIBIT 3.1.(ii)



                           AMENDMENTS TO THE BY-LAWS
                                CO-COUNSEL, INC.


1.       Amendment to Article IV, Section 4.1, adopted by the Board of
         Directors during a telephonic meeting held on May 3, 1996.

         Section 4.1    Number, Qualifications and Term.  The business and
affairs of the Company shall be managed and controlled by the board of
directors; and, subject to any restrictions imposed by law, by the articles of
incorporation, or by these bylaws, the board of directors may exercise all the
powers of the company.  The board of directors shall consist of five members.
Such number may be increased or decreased by amendment of these bylaws,
provided that no decrease shall effect a shortening of the term of any
incumbent director.  Directors need not be residents of Texas or shareholders
of the Company absent provision to the contrary in the articles of
incorporation or laws of the State of Texas.  Except as otherwise provided in
section 4.3 of these bylaws, each position on the board of directors shall be
filled by election at the annual meeting of shareholders.  Any such election
shall be conducted in accordance with section 3.7. of the these bylaws.  Each
person elected a director shall hold office, unless removed in accordance with
section 4.2. of these bylaws, until the next annual meeting of the shareholders
and until his successor shall have been duly elected and qualified.