By-Laws
                                     Page 1
                             GSA Publications, Inc.

                                     BY-LAWS


ARTICLE I MEETINGS OF SHAREHOLDERS

      1.    Shareholders'   Meetings   shall  be  held  in  the  office  of  the
corporation,  at  Carson  City,  NV,  or at such  other  place of  places as the
Directors shall, from time to time, determine.

      2.    The annual meeting of the shareholders of this corporation  shall be
held on the incorporation  date each year beginning in 2006, at which time there
shall be elected by the shareholders of the corporation a Board of Directors for
the ensuing year,  and the  shareholders  shall  transact such other business as
shall  properly come before them. If the day fixed for the annual  meeting shall
be a legal  holiday such meeting shall be held on the next  succeeding  business
day.

      3.    A notice signed by any Officer of the  corporation  or by any person
designated by the Board of  Directors,  which sets forth the place of the annual
meeting, shall be personally delivered to each of the shareholders of record, or
mailed  postage  prepaid,  at the  address  as  appears on the stock book of the
corporation, or if no such address appears in the stock book of the corporation,
to his last known address, at least ten (10) days prior to the annual meeting.

      Whenever any notice  whatever is required to be given under any article of
these  By-Laws,  a waiver  thereof in  writing,  signed by the person or persons
entitled to the notice,  whether  before or after the time of the meeting of the
shareholders, shall be deemed equivalent to proper notice.

      4.    A majority of the shares issued and outstanding, either in person or
by proxy,  shall  constitute  a quorum for the  transaction  of  business at any
meeting of the shareholders.

      5.    If a quorum is not present at the annual meeting,  the  shareholders
present,  in person or by proxy,  may  adjourn to such  future  time as shall be
agreed upon by them, and notice of such



                                    By-Laws
                                     Page 1