Exhibit 3.2(h)(i)




     
                                     BY-LAWS

                                       OF

                            CHECK MART OF TEXAS, INC.

                              (A TEXAS CORPORATION)

                                   -----------

                                    ARTICLE I

                                  Shareholders
                                  ------------
               SECTION 1.  Annual Meeting.  The annual meeting of share
                           --------------
     holders for the election of directors and for the transaction of such
     other business as may properly come before the meeting shall be held
     at the office of the Corporation in the State of Texas or at such
     other place within or without the State of Texas as may be determined
     by the Board of Directors and as shall be designated in the notice of
     said meeting, on such date and at such time as may be determined by
     the Board of Directors.

               SECTION 2.  Special Meetings.  Special meetings of the
                           ----------------
     shareholders for the transaction of such business as may properly come
     before the meeting shall be held at the office of the Corporation in
     the State of Texas, or at such other place within or without the State
     of Texas as may be designated from time to time by the Board of
     Directors.  Whenever the Board of Directors shall fail to fix such
     place, or whenever shareholders entitled to call a special meeting
     shall call the same, the meeting shall be held at the office of the
     Corporation in the State of Texas.  Special meetings of the
     shareholders shall be held upon call of the Board of Directors or of
     the President or any Vice-President or the Secretary or any director,
     at such time as may be fixed by the Board of Directors or the
     President or such Vice-President or the Secretary or such director, as
     the case may be, and as shall be stated in the notice of said meeting,
     except when the Texas Business Corporation Act of the State of Texas
     (the "Business Corporation Law") confers upon the shareholders the
     right to demand the call of such meeting and fix the date thereof. 

               SECTION 3.  Notice of Meetings.  The notice of all meetings
                           ------------------
     of shareholders shall be in writing, shall state the place, date and
     hour of the meeting and, unless it is the annual meeting, shall
     indicate that it is being issued by or at the direction of the person
     or persons calling the meeting.  The notice of an annual meeting  of
     shareholders shall state that the






     

     meeting is called for the election of directors and for the
     transaction of such other business as may properly come before the
     meeting and shall state the purpose or purposes of the meeting if any
     other action is to be taken at such annual meeting which could be
     taken at a special meeting.  The notice of a special meeting shall, in
     all instances, state the purpose or purposes for which the meeting is
     called.  A copy of the notice of any meeting shall be served either
     personally or by first class mail, in accordance with the provisions
     of the Business Corporation Law, to each shareholder at such
     shareholder's record address or at such other address as such
     shareholder may have furnished by request in writing to the Secretary
     of the Corporation.  If a meeting is adjourned to another time or
     place and if any announcement of the adjourned time or place is made
     at the meeting, it shall not be necessary to give notice of the
     adjourned meeting unless the Board of Directors, after adjournment,
     fixes a new record date for the adjourned meeting.  Notice of a
     meeting need not be given to any shareholder who submits a signed
     waiver of notice before or after the meeting.  The attendance of a
     shareholder at a meeting without protesting prior to the conclusion of
     the meeting the lack of notice of such meeting shall constitute a
     waiver of notice by such shareholder.  

               SECTION 4.  Shareholder Lists.  A list of shareholders as of
                           -----------------
     the record date, certified by the corporate officer responsible for
     its preparation, or by the transfer agent, if any, shall be produced
     at any meeting of shareholders upon the request thereat or prior
     thereto of any shareholder.  If the right to vote at any meeting is
     challenged, the inspectors of election, if any, or the person
     presiding thereat, shall require such list of shareholders to be
     produced as evidence of the right of the persons challenged to vote at
     such meeting, and all persons who appear from such list to be
     shareholders entitled to vote thereat may vote at such meeting.

               SECTION 5.  Quorum.  Except as otherwise provided by law or
                           ------
     the Corporation's Articles of Incorporation, a quorum for the
     transaction of business at any meeting of shareholders shall consist
     of the holders of record of a majority of the issued and outstanding
     shares of the capital stock of the Corporation entitled to vote at the
     meeting, present in person or by proxy.  At all meetings of the
     shareholders at which a quorum is present, all matters, except as
     otherwise provided by law, in Section 7 hereunder or in the Articles
     of Incorporation, shall be decided by the vote of the holders of a
     majority of the shares entitled to vote thereat, that are present in
     person or by proxy.  If there be no such quorum, the holders of a
     majority of such shares






     

     so present or represented may adjourn the meeting from time to time,
     without further notice, until a quorum shall have been obtained.  When
     a quorum is once present to organize a meeting, it is not broken by
     the subsequent withdrawal of any shareholder.

               SECTION 6.  Organization.  Meetings of shareholders shall be
                           ------------
     presided over by the Chairman, if any, or if none or in the Chairman's
     absence the President, or if none or in the President's absence a
     Vice-President, or, if none of the foregoing is present, by a chairman
     to be chosen by the shareholders entitled to vote who are present in
     person or by proxy at the meeting.  The Secretary of the Corporation,
     or in the Secretary's absence an Assistant Secretary, shall act as
     secretary of every meeting, but if neither the Secretary nor an
     Assistant Secretary is present, the presiding officer of the meeting
     shall choose any person present to act as secretary of the meeting.

               SECTION 7.  Voting; Proxies; Required Vote; Ballots.  At
                           ---------------------------------------
     each meeting of shareholders, every shareholder shall be entitled to
     vote in person or by proxy appointed by instrument in writing,
     subscribed by such shareholder or by such shareholder's duly
     authorized attorney-in-fact, and shall have one vote for each share
     entitled to vote and registered in such shareholder's name on the
     books of the Corporation on the applicable record date fixed pursuant
     to these By-laws.  No proxy shall be valid after the expiration of 11
     months from the date thereof unless otherwise provided in the proxy. 
     Every proxy shall be revocable at the pleasure of the shareholder
     executing it, except as otherwise provided by the Business Corporation
     Law.  At all elections of directors the voting may but need not be by
     ballot and a plurality of the votes cast thereat shall elect.  Except
     as otherwise required by law or the Articles of Incorporation, any
     other action shall be authorized by a majority of the votes cast.

               SECTION 8.  Inspectors.  The Board of Directors, in advance
                           ----------
     of any meeting, may appoint one or more inspectors to act at the
     meeting or any adjournment thereof.  If an inspector or inspectors are
     not so appointed, the person presiding at the meeting may, and on the
     request of any shareholder shall, appoint one or more inspectors.  In
     case any person appointed fails to appear or act, the vacancy may be
     filled by appointment made by the Board of Directors in advance of the
     meeting or at the meeting by the person presiding thereat.  Each
     inspector, if any, before entering upon the discharge of such
     inspector's duties, shall take and sign an oath to execute faithfully
     the duties of inspector at such meeting with strict impartiality and
     according to the best of such inspector's ability.  The inspectors, if
     any,





     

     shall determine the number of shares outstanding and the voting power
     of each, the shares represented at the meeting, the existence of a
     quorum, and the validity and effect of proxies, and shall receive
     votes, ballots or consents, hear and determine all challenges and
     questions arising in connection with the right to vote, count and
     tabulate all votes, ballots or consents, determine the result, and do
     such acts as are proper to conduct the election or vote with fairness
     to all shareholders.  On request of the person presiding at the
     meeting or any shareholder, the inspectors shall make a report in
     writing of any challenge, question or matter determined by them and
     execute a certificate as to any fact found by them.

               SECTION 9.  Actions Without Meetings.  Whenever shareholders
                           ------------------------
     are required or permitted to take any action by vote, such action may
     be taken without a meeting on written consent, setting forth the
     action so taken, signed by the holders of all outstanding shares
     entitled to vote thereon.
      
               SECTION 10.  Meaning of Certain Terms.  As used herein in
                            ------------------------
     respect of the right to notice of a meeting of shareholders or a
     waiver thereof or to participate or vote thereat or to consent or
     dissent in writing in lieu of a meeting, as the case may be, the terms
     "share" and "shareholder" or "shareholders" refer to an outstanding
     share or shares and to a holder or holders of record of outstanding
     shares, respectively, when the Corporation is authorized to issue only
     one class of shares, and said references are also intended to include
     any outstanding share or shares and any holder or holders of record of
     outstanding shares of any class upon which or upon whom the Articles
     of Incorporation confers such rights, where there are two or more
     classes or series of shares, or upon which or upon whom the Business
     Corporation Law confers such rights, notwithstanding that the Articles
     of Incorporation may provide for more than one class or series of
     shares, one or more of which are limited in or denied such rights
     thereunder.


                                   ARTICLE II

                               Board of Directors
                               ------------------
               SECTION 1.  General Powers.  The business, property and
                           --------------
     affairs of the Corporation shall be managed by or under the direction
     of its Board of Directors.

               SECTION 2.  Qualification; Number; Term.  (a)  Each director
                           ---------------------------
     shall be at least 18 years of age.  A director need not






     

     be a shareholder, a citizen of the United States, or a resident of the
     State of Texas.  The number of directors constituting the entire Board
     of Directors shall be at least three, except that where all the shares
     are owned beneficially and of record by fewer than three shareholders,
     the number of directors may be less than three but not less than the
     number of shareholders.  Subject to the foregoing limitation and
     except for the first Board of Directors, such number may be fixed from
     time to time by action of the Board of Directors or of the share-
     holders, or, if the number of directors is not so fixed, the number
     shall be three.  The number of directors may be increased or decreased
     by action of the Board of Directors or shareholders, provided that any
     action of the Board of Directors to effect such increase or decrease
     shall require the vote of a majority of the entire Board of Directors. 
     The use of the phrase "entire Board of Directors" herein refers to the
     total number of directors which the Corporation would have if there
     were no vacancies.

               (b)  The first Board of Directors shall be elected by the
     incorporator or incorporators of the Corporation and shall hold office
     until the first annual meeting of shareholders or until their
     respective successors have been elected and qualified.  Thereafter,
     directors who are elected at an annual meeting of shareholders, and
     directors who are elected in the interim to fill vacancies and newly
     created directorships, shall hold office until the next annual meeting
     of shareholders and until their respective successors have been
     elected and qualified.  In the interim between annual meetings of
     shareholders or special meetings of shareholders called for the
     election of directors, newly created directorships and any vacancies
     in the Board of Directors, including vacancies resulting from the
     removal of directors for cause or without cause, may be filled by the
     vote of a majority of the directors then in office, although less than
     a quorum exists.

               SECTION 3.  Quorum and Manner of Voting.  A majority of the
                           ---------------------------
     entire Board of Directors shall constitute a quorum for the
     transaction of business.  A majority of the directors present, whether
     or not a quorum is present, may adjourn a meeting to another time and
     place.  Except as herein otherwise provided, the vote of a majority of
     the directors present at the time of the vote, at a meeting duly
     assembled, a quorum being present at such time, shall be the act of
     the Board of Directors.

               SECTION 4.  Places of Meetings.  Meetings of the Board of
                           ------------------
     Directors shall be held at such place within or without the State of
     Texas as may from time to time be determined by the Board of
     Directors, or as may be specified in the notice of the






     

     meeting.  Regular meetings of the Board of Directors shall be held at
     such times and places as may from time to time be fixed by resolution
     of the Board of Directors, and special meetings may be held at any
     time and place upon the call of the Chairman of the Board, if any, or
     of the President or any Vice-President or the Secretary or any
     director by oral, telegraphic or notice duly served as set forth in
     these By-laws.  

               SECTION 5.  Annual Meeting.  Following the annual meeting of
                           --------------
     shareholders, the newly elected Board of Directors shall meet for the
     purpose of the election of officers and the transaction of such other
     business as may properly come before the meeting.  Such meeting may be
     held without notice immediately after the annual meeting of
     shareholders at the same place at which such shareholders' meeting is
     held.  

               SECTION 6.  Notice of Meetings.  A notice of the place,
                           ------------------
     date, time and purpose or purposes of each meeting of the Board of
     Directors shall be given to each director by mailing the same at least
     two days before the meeting, or by telegraphing or telephoning the
     same or by delivering the same personally not later than the day
     before the day of the meeting.  Notice need not be given of regular
     meetings of the Board of Directors.  Any requirements of furnishing a
     notice shall be waived by any director who signs a waiver of notice
     before or after the meeting, or who attends the meeting without
     protesting, prior thereto or at its commencement, the lack of notice
     to such director.  The notice of any meeting need not specify the
     purpose of the meeting, and any and all business may be transacted at
     such meeting.

               SECTION 7.  Organization.  At all meetings of the Board of
                           ------------
     Directors, the Chairman, if any, or if none or in the Chairman's
     absence or inability to act the President, or in the President's
     absence or inability to act any Vice-President who is a member of the
     Board of Directors, or in such Vice-President's absence or inability
     to act a chairman chosen by the directors, shall preside.  The
     Secretary of the Corporation shall act as secretary at all meetings of
     the Board of Directors when present, and in the Secretary's absence,
     the presiding officer may appoint any person to act as secretary.

               SECTION 8.  Resignation.  Any director may resign at any
                           -----------
     time upon written notice to the Corporation and such resignation shall
     take effect upon receipt thereof by the President or Secretary, unless
     otherwise specified in the resignation.  Except as otherwise provided
     by law or by the Articles of Incorporation, any or all of the
     directors may be




     

     removed, with or without cause, by the holders of a majority of the
     shares of stock outstanding and entitled to vote for the election of
     directors.

               SECTION 9.  Vacancies.  Unless otherwise provided in these
                           ---------
     By-laws, vacancies among the directors, whether caused by resignation,
     death, disqualification, removal, an increase in the authorized number
     of directors or otherwise, may be filled by the affirmative vote of a
     majority of the remaining directors, although less than a quorum, or
     by a sole remaining director, or, at a special meeting of the
     shareholders, by the holders of shares entitled to vote for the
     election of directors.

               SECTION 10.  Actions by Written Consent.  Any action
                            --------------------------
     required or permitted to be taken by the Board of Directors or by any
     committee thereof may be taken without a meeting if all members of the
     Board of Directors or of any such committee consent in writing to the
     adoption of a resolution authorizing the action and the writing or
     writings are filed with the minutes of the proceedings of the Board of
     Directors or of any such committee.

               SECTION 11.  Electronic Communication.  Any one or more
                            ------------------------
     members of the Board of Directors or any committee thereof may
     participate in a meeting of the Board of Directors or any such
     committee by means of a conference telephone or similar communications
     equipment allowing all persons participating in the meeting to hear
     each other at the same time.  Participation by such means shall
     constitute presence in person at a meeting.


                                   ARTICLE III

                      Committees of the Board of Directors
                      ------------------------------------
               SECTION 1.  Appointment.  From time to time the Board of
                           -----------
     Directors by a resolution adopted by a majority of the whole Board may
     appoint any committee or committees for any purpose or purposes, to
     the extent lawful, which shall have powers as shall be determined and
     specified by the Board of Directors in the resolution of appointment. 
     The Board of Directors shall have full power, at any time, to fill
     vacancies in, to change membership of, to designate alternate members
     of, or to discharge any such committee.

               SECTION 2.  Procedures, Quorum and Manner of Acting.  Each
                           ---------------------------------------
     committee shall fix its own rules of procedure, and shall meet where
     and as provided by such rules or by resolution of the





     

     Board of Directors.  Except as otherwise provided by law, the presence
     of a majority of the then appointed members of a committee shall
     constitute a quorum for the transaction of business by that committee,
     and in every case where a quorum is present the affirmative vote of a
     majority of the members of the committee present shall be the act of
     the committee.  Each committee shall keep minutes of its proceedings,
     and actions taken by a committee shall be reported to the Board of
     Directors.

               SECTION 3.  Action by Written Consent.  Any action required
                           -------------------------
     or permitted to be taken at any meeting of any committee of the Board
     may be taken without a meeting if all the members of the committee
     consent thereto in writing, and the writing or writings are filed with
     the minutes of proceedings of the committee.

               SECTION 4.  Term; Termination.  In the event any person
                           -----------------
     shall cease to be a director of the Corporation, such person shall
     simultaneously therewith cease to be a member of any committee
     appointed by the Board of Directors.


                                   ARTICLE IV

                                    Officers
                                    --------
               SECTION 1.  Election and Qualifications.  The Board of
                           ---------------------------
     Directors shall elect the officers of the Corporation, which shall
     include a President and a Secretary, and may include, by election or
     appointment, one or more Vice-Presidents (any one or more of whom may
     be given an additional designation of rank or function), a Treasurer
     and such other officers as the Board may from time to time deem
     proper.  Each officer shall have such powers and duties as may be
     prescribed by these By-laws and as may be assigned by the Board of
     Directors or the President.  Any two or more offices may be held by
     the same person.  When all of the issued and outstanding stock of the
     Corporation is owned by one person, such person may hold all or any
     combination of offices.

               SECTION 2.  Term of Office and Remuneration.  The term of
                           -------------------------------
     office of all officers shall be one year and until their respective
     successors have been elected and qualified, but any officer may be
     removed from office, either with or without cause, at any time by the
     Board of Directors.  Any vacancy in any office arising from any cause
     may be filled for the unexpired portion of the term by the Board of
     Directors.






     

               SECTION 3.  Resignation; Removal.  Any officer may resign at
                           --------------------
     any time upon written notice to the Corporation and such resignation
     shall take effect upon receipt thereof by the President or Secretary,
     unless otherwise specified in the resignation.  Any officer shall be
     subject to removal, with or without cause, at any time by vote of a
     majority of the whole Board.

               SECTION 4.  Chairman of the Board.  The Chairman of the
                           ---------------------
     Board of Directors, if there be one, shall preside at all meetings of
     the Board of Directors and shall have such other powers and duties as
     may from time to time be assigned by the Board of Directors.

               SECTION 5.  President.  The President shall be the Chief
                           ---------
     Executive Officer of the Corporation and shall have general management
     and supervision of the property, business and affairs of the Corpora-
     tion and over its other officers.  The President shall preside at all
     meetings of the shareholders and, in the absence or disability of the
     Chairman of the Board of Directors, or if there be no Chairman, shall
     preside at all meetings of the Board of Directors.  The President may
     execute and deliver in the name of the Corporation powers of attorney,
     contracts, bonds and other obligations and instruments, except in
     cases where the signing and execution thereof shall be expressly
     delegated by the Board of Directors, or by these By-laws, to some
     other officer or agent of the Corporation.

               SECTION 6.  Vice-President.  A Vice-President may execute
                           --------------
     and deliver in the name of the Corporation contracts and other
     obligations and instruments pertaining to the regular course of such
     Vice-President's duties, and shall have such other authority as from
     time to time may be assigned by the Board of Directors or the
     President.

               SECTION 7.  Treasurer.  The Treasurer shall in general have
                           ---------
     all duties incident to the position of Treasurer and such other duties
     as may be assigned by the Board of Directors or the President.

               SECTION 8.  Secretary.  The Secretary shall in general have
                           ---------
     all the duties incident to the office of  Secretary and such other
     duties as may be assigned by the Board of Directors or the President.

               SECTION 9.  Assistant Officers.  Any assistant officer shall
                           ------------------
     have such powers and duties of the officer such assistant







     

     officer assists as such officer or the Board of Directors shall from
     time to time prescribe.


                                    ARTICLE V

                                Books and Records
                                -----------------
               SECTION 1.  Location.  The Corporation shall keep correct
                           --------
     and complete books and records of account and shall keep minutes of
     the proceedings of the shareholders, of the Board of Directors, and/or
     of any committee which the Board of Directors may appoint, and shall
     keep at the office of the Corporation in the State of Texas or at the
     office of the transfer agent or registrar, if any, a record containing
     the names and addresses of all shareholders, the number and class of
     shares held by each, and the dates when such shareholders respectively
     became the owners of record thereof.  Any of the foregoing books,
     minutes or records may be in written form or in any other form capable
     of being converted into written form within a reasonable time.

               SECTION 2.  Addresses of Shareholders.  Notices of meetings
                           -------------------------
     and all other corporate notices may be delivered personally or mailed
     to each shareholder at said shareholder's address as it appears on the
     records of the Corporation.

               SECTION 3.  Fixing Date for Determination of Shareholders of
                           ------------------------------------------------
     Record.  For the purpose of determining the shareholders entitled to
     ------
     notice of or to vote at any meeting of shareholders or any adjournment
     thereof, or to express to consent to or dissent from any proposal
     without a meeting, or for the purpose of determining shareholders
     entitled to receive payment of any dividend or the allotment of any
     rights, or for the purpose of any other action, the Board of Directors
     may fix, in advance, a record date, in accordance with the provisions
     of the Business Corporation Law.  If no record date is fixed, the
     record date for determining shareholders entitled to notice of or to
     vote at a meeting of shareholders shall be at the close of business on
     the day next preceding the day on which notice is given, or, if notice
     is waived, at the close of business on the day next preceding the day
     on which the meeting is held.  The record date for determining
     shareholders for any purpose other than that specified in the
     preceding sentence shall be at the close of business on the day on
     which the Board of Directors adopts the resolution relating thereto. 
     A determination of shareholders of record entitled to notice of or to
     vote at a meeting of shareholders shall apply to any adjournment of
     the





     

     meeting; provided, however, that the Board of Directors may fix a new
     record date for the adjourned meeting.  


                                   ARTICLE VI

                        Certificates Representing Shares
                        --------------------------------
               SECTION 1.  Certificates; Signatures.  (a)   The shares of
                           ------------------------
     the Corporation shall be represented by certificates representing
     shares, in such form as the Board of Directors may from time to time
     prescribe, or shall be uncertificated shares.  Certificates
     representing shares shall have set forth thereon the statements
     prescribed by law and shall be signed by the Chairman of the Board or
     the President or a Vice-President and by the Secretary or an Assistant
     Secretary or a Treasurer or an Assistant Treasurer and may be sealed
     with the corporate seal or a facsimile thereof.  Any and all
     signatures on any such certificate may be facsimiles if the
     certificate is countersigned by a transfer agent or registered by a
     registrar other than the Corporation itself or its employee, or the
     shares are listed on a registered national securities exchange.  In
     case any officer who has signed or whose facsimile signature has been
     placed upon a 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 such officer were an officer at the date of its
     issue.  

               (b)  Each certificate representing shares issued by the
     Corporation, if the Corporation is authorized to issue shares of more
     than one class, shall set forth upon the face or back of the
     certificate, or shall state that the Corporation will furnish to any
     shareholder upon request and without charge, a full statement of the
     designation, relative rights, preferences and limitations of the
     shares of each class authorized to be issued and, if the Corporation
     is authorized to issue any class of preferred shares in series, the
     designation, relative rights, preferences and limitations of each such
     series so far as the same have been fixed and the authority of the
     Board of Directors to designate and fix the relative rights,
     preferences and limitations of other series.

               (c)  Each certificate representing shares shall state upon
     the face thereof:

               (1)  That the Corporation is formed under the laws of the
                    State of Texas;




     

               (2)  The name of the person or persons to whom issued; and

               (3)  The number and class of shares, the par value of each
                    such share and the designation of the series, if any,
                    which such certificate represents.

               (d)  The name of the holder of record of the shares
     represented thereby, with the number of shares and the date of issue,
     shall be entered on the books of the Corporation.

               SECTION 2.  Transfer of Shares.  Upon compliance with
                           ------------------
     provisions governing or restricting the transferability of shares, if
     any, transfers of shares of the Corporation shall be made only on the
     share record of the Corporation by the registered holder thereof, or
     by such holder's attorney-in-fact thereunto authorized by power of
     attorney duly executed and filed with the Secretary of the Corporation
     or with a transfer agent or a registrar, if any, and upon the
     surrender of the certificate or certificates for such shares properly
     endorsed and the payment of all taxes due thereon, if any.  A
     certificate representing shares shall not be issued until the full
     amount of consideration therefor has been paid, except as the Business
     Corporation Law may otherwise permit.

               SECTION 3.  Fractional Shares.  The Corporation may, but
                           -----------------
     shall not be required to, issue certificates for fractions of a share
     where necessary to effect transactions authorized by the Business
     Corporation Law, which shall entitle the holder, in proportion to such
     holder's fractional holdings, to exercise voting rights, receive divi-
     dends and participate in liquidating distributions; or the Corporation
     may pay in cash the fair value of fractions of a share as of the time
     when those entitled to receive such fractions are determined; or it
     may issue scrip in registered or bearer form over the manual or
     facsimile signature of an officer of the Corporation or of its agent,
     exchangeable as therein provided for full shares, but such scrip shall
     not entitle the holder to any rights of a shareholder except as
     therein provided.  The Board of Directors shall have power and
     authority to make all such rules and regulations as it may deem
     expedient concerning the issue, transfer and registration of
     certificates representing shares of the Corporation.

               SECTION 4.  Lost, Stolen or Destroyed Certificates.  The
                           --------------------------------------
      Corporation may issue a new certificate of stock in place of any
     certificate, theretofore issued by it, alleged to have been lost,
     stolen or destroyed, and the Board of Directors may require the owner
     of any lost, stolen or destroyed certificate, or his






     

     legal representative, to give the Corporation a bond sufficient to
     indemnify the Corporation against any claim that may be made against
     it on account of the alleged loss, theft or destruction of any such
     certificate or the issuance of any such new certificate.


                                   ARTICLE VII

                                    Dividends
                                    ---------
               Subject always to the provisions of law and the Articles of
     Incorporation, the Board of Directors shall have full power to
     determine whether any, and, if any, what part of any, funds legally
     available for the payment of dividends shall be declared as dividends
     and paid to shareholders; the division of the whole or any part of
     such funds of the Corporation shall rest wholly within the lawful dis-
     cretion of the Board of Directors, and it shall not be required at any
     time, against such discretion, to divide or pay any part of such funds
     among or to the shareholders as dividends or otherwise; and 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 Board
     of Directors from time to time, in its absolute discretion, thinks
     proper as a reserve or reserves to meet contingencies, or for equal-
     izing dividends, or for repairing or maintaining any property of the
     Corporation, or for such other purpose as the Board of Directors shall
     think conducive to the interest of the Corporation, and the Board of
     Directors may modify or abolish any such reserve in the manner in
     which it was created.
                                  ARTICLE VIII

                                  Ratification
                                  ------------
               Any transaction, questioned in any law suit on the ground of
     lack of authority, defective or irregular execution, adverse interest
     of director, officer or shareholder, non-disclosure, miscomputation,
     or the application of improper principles or practices of accounting,
     may be ratified, before or after judgment, by the Board of Directors
     or by the shareholders and if so ratified shall have the same force
     and effect as if the questioned transaction had been originally duly
     authorized.  Such ratification shall be binding upon the Corporation
     and its shareholders and shall constitute a bar to any claim or
     execution of any judgment in respect of such questioned transaction.






     

                                    ARTICLE IX

                                  Corporate Seal
                                  --------------
               The corporate seal shall have inscribed thereon the name of
     the Corporation and the year of its incorporation, and shall be in
     such form and contain such other words and/or figures as the Board of
     Directors shall determine.  The corporate seal may be used by
     printing, engraving, lithographing, stamping or otherwise making,
     placing or affixing, or causing to be printed, engraved, lithographed,
     stamped or otherwise made, placed or affixed, upon any paper or
     document, by any process whatsoever, an impression, facsimile or other
     reproduction of said corporate seal.
      

                                    ARTICLE X

                                   Fiscal Year
                                   -----------
               The fiscal year of the Corporation shall be fixed, and shall
     be subject to change, by the Board of Directors.  Unless otherwise
     fixed by the Board of Directors, the fiscal year of the Corporation
     shall be the calendar year.


                                   ARTICLE XI

                                Waiver of Notice
                                ----------------
               Whenever notice is required to be given by these By-laws or
     by the Articles of Incorporation or by law, a written waiver thereof,
     signed by the person or persons entitled to said notice, whether
     before or after the time stated therein, shall be deemed equivalent to
     notice.


                                   ARTICLE XII

                                 Indemnification
                                 ---------------
               SECTION 1.  General Scope.  The Corporation, to the fullest
                           -------------
     extent permitted and in the manner required by the laws of the State
     of Texas as in effect at the time of the adoption of this Article XII
     or as the law may be amended from time to time, shall, except as set
     forth in Article XII, Section 2 below, (i) indemnify any officer or
     director of the Corporation, or any other person designated by the
     Board of Directors as being





     

     entitled to indemnification (and the heirs and legal representatives
     of such person) made, or threatened to be made, a party in an action
     or proceeding (including, without limitation, one by or in the right
     of the Corporation to procure a judgment in its favor), whether civil
     or criminal, including an action by or in the right of any other
     corporation of any type or kind, domestic or foreign, or any partner-
     ship, joint venture, trust, employee benefit plan or other enterprise,
     which any indemnified representative served in any capacity at the
     request of the Corporation, by reason of the fact that such
     indemnified person, or such indemnified person's testator or
     intestate, was a director or officer of the Corporation or served such
     other corporation, partnership, joint venture, trust, employee benefit
     plan or other enterprise in any capacity, and (ii) provide to any such
     indemnified person (and the heirs and legal representatives of such
     person) advances for expenses incurred in pursuing such action or
     proceeding, upon receipt of an undertaking by or on behalf of such
     indemnified person to repay such amount as, and to the extent,
     required by the Business Corporation Law.

               SECTION 2.  Limitations on Indemnification.  The Corporation
                           ------------------------------
     shall not indemnify any indemnified representative: (a) where such
     indemnification is expressly prohibited by applicable law; (b) where
     the conduct of the indemnified representative has been finally
     determined (i) to constitute willful misconduct or recklessness or
     (ii) to be based upon or attributable to the receipt by the
     indemnified representative of a personal benefit from the Corporation
     to which the indemnified representative is not legally entitled; or
     (c) to the extent such indemnification has been determined to be
     otherwise unlawful.

               SECTION 3.  Indemnification Not Exclusive.  The rights
                           -----------------------------
     granted by this Article shall not be deemed exclusive of any other
     rights to which those seeking indemnification may be entitled under
     any statute, agreement, vote of shareholders or disinterested
     directors or otherwise.  The indemnification provided by or granted
     pursuant to this Article shall continue as to a person who has ceased
     to be an indemnified representative in respect of matters arising
     prior to such time, and shall inure to the benefit of the heirs,
     executors, administrators and personal representatives of such a
     person.

               SECTION 4.  Contract Rights; Amendment or Repeal.  All
                           ------------------------------------
     rights under this Article shall be deemed a contract between the
     Corporation and the indemnified representative pursuant to which the
     Corporation and each indemnified representative intend to be legally
     bound.  Any repeal, amendment or modification hereof





     

     shall be prospective only and shall not affect any rights or
     obligations then existing.


                                  ARTICLE XIII

                     Bank Accounts, Drafts, Contracts, Etc.
                     --------------------------------------
               SECTION 1.  Bank Accounts and Drafts.  In addition to such
                           ------------------------
     bank accounts as may be authorized by the Board of Directors, the
     Treasurer or any person designated by the Treasurer, whether or not an
     employee of the Corporation, may authorize such bank accounts to be
     opened or maintained in the name and on behalf of the Corporation as
     such person may deem necessary or appropriate, and may authorize pay-
     ments from such bank accounts to be made upon and according to the
     check of the Corporation in accordance with the written instructions
     of the Treasurer, or other person so designated by the Treasurer.

               SECTION 2.  Contracts.  The Board of Directors may authorize
                           ---------
     any person or persons, in the name and on behalf of the Corporation,
     to enter into or execute and deliver any and all deeds, bonds,
     mortgages, contracts and other obligations or instruments, and such
     authority may be general or confined to specific instances.

               SECTION 3.  Proxies; Powers of Attorney; Other Instruments. 
                           ----------------------------------------------
     The Chairman, the President or any other person designated by either
     of them shall have the power and authority to execute and deliver
     proxies, powers of attorney and other instruments on behalf of the
     Corporation in connection with the rights and powers incident to the
     ownership of stock by the Corporation.  The Chairman, the President or
     any other person authorized by proxy or power of attorney executed and
     delivered by either of them on behalf of the Corporation may attend
     and vote at any meeting of shareholders of any company in which the
     Corporation may hold stock, and may exercise on behalf of the
     Corporation any and all of the rights and powers incident to the
     ownership of such stock at any such meeting, or otherwise as specified
     in the proxy or power of attorney so authorizing any such person.  The
     Board of Directors, from time to time, may confer like powers upon any
     other person.

               SECTION 4.  Financial Reports.  The directors may appoint
                           -----------------
     the Treasurer or other fiscal officer and/or the Secretary or any
     other officer to cause to be prepared and furnished to shareholders
     entitled thereto any special  financial






     

     notice and/or financial statement, as the case may be, which may be
     required by any provision of law.


                                   ARTICLE XIV

                                   Amendments
                                   ----------
               The shareholders entitled to vote in the election of
     directors may amend or repeal the By-laws and may adopt new By-laws. 
     Except as otherwise required by law or by the provisions of these
     By-laws, the Board of Directors may also amend or repeal the By-laws
     and adopt new By-laws, but By-laws adopted by the Board of Directors
     may be amended or repealed by the said shareholders.  Any change in
     the By-laws shall take effect when adopted unless otherwise provided
     for in the resolution effecting the change.







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