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                                                                     EXHIBIT 3.2

                              BY-LAWS OF WAI, INC.
                           (An Oklahoma Corporation)


                              ARTICLE I - OFFICES

          SECTION 1.01 PRINCIPAL OFFICE.  The principal office for the
transaction of the business of the Corporation shall be located at 100 West
Fifth Street, Tulsa, Oklahoma 74103.  The Board of Directors (hereinafter called
the "Board") is hereby granted full power and authority to change said principal
office from one location to another.

          SECTION 1.02 OTHER OFFICES.  The Corporation may also have an office
or offices at such other place or places, either within or without the State of
Oklahoma, as the Board may from time to time determine or as the business of the
Corporation may require.


                     ARTICLE II - MEETINGS OF SHAREHOLDERS

          SECTION 2.01 ANNUAL MEETINGS.  An annual meeting of the shareholders
for the election of directors and for the transaction of such other proper
business as may come before such meetings may be held at such date, time and
place as the Board shall determine by resolution.

          SECTION 2.02 SPECIAL MEETINGS.  Special meetings of the shareholders
may be called at any time by a majority of the whole Board.  Shareholders may
not call special meetings.  At any special meeting of the shareholders, no
business shall be transacted and no corporate action shall be taken other than
as stated in the notice of meeting.

          SECTION 2.03 PLACE OF SPECIAL MEETINGS.   All special meetings of the
shareholders shall be held at such places, within or without the State of
Oklahoma, as may be designated by the person or persons calling the respective
meeting and specified in the respective notices or waivers of notice thereof.
Otherwise, the meeting shall be held at the principal offices of the
Corporation.

          SECTION 2.04 NOTICE OF MEETINGS.  (a) Whenever shareholders are
required or permitted to take any action at a meeting, a written notice of the
meeting shall be given which shall state the place, date, and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called.
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          (b) Unless otherwise provided for in the Oklahoma General Corporation
Act or in the Certificate of Incorporation, the written notice of any meeting
shall be given not less than ten nor more than sixty days before the date of the
meeting to each shareholder entitled to vote at such meeting.  If mailed, notice
is given when deposited in the United States mail, postage prepaid, directed to
the shareholder at such shareholder's address as it appears on the records of
the Corporation.  An affidavit of the secretary or an assistant secretary or of
the stock transfer agent of the Corporation that the notice has been given
shall, in the absence of fraud, be prima facie evidence of the facts stated
therein.

          (c) Notice of any meeting of shareholders shall not be required to be
given to any shareholder who shall have waived such notice and such notice shall
be deemed waived by any shareholder who shall have submitted a written waiver of
notice or who shall have attended such meeting in person or by proxy, except a
shareholder who shall have attended such meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.

          (d) Notice of any adjourned meeting of the shareholders need not be
given if the time and place thereof are announced at the meeting at which the
adjournment is taken, provided, however, that when the adjournment is for more
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than 30 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting.

          SECTION 2.05 QUORUM.  Subject to the provisions of the Oklahoma
General Corporation Act or the Certificate of Incorporation, a majority of the
shares of stock of the Corporation entitled to vote, the holders of which shall
be present in person or represented by proxy, shall constitute a quorum for, and
the votes that shall be necessary for, the transaction of any business at any
meeting of the shareholders of the Corporation or any adjournment thereof.  In
the absence of a quorum at any meeting or any adjournment thereof, the holders
of a majority of the shares entitled to vote thereat who are present in person
or by proxy or, if none of the holders of any shares entitled to vote thereat
are present, any officer entitled to preside at, or to act as secretary of, such
meeting may adjourn such meeting from time to time.  At any such adjourned
meeting at which a quorum is present, any business may be transacted which might
have been transacted at the meeting as originally called.

          SECTION 2.06 VOTING.  (a) Each shareholder shall, at each meeting of
the shareholders, be entitled to vote in person, or by proxy, each share of the
stock of the Corporation having 

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voting rights on the matter in question and which shall have been held by such
shareholder and registered in such shareholder's name on the books of the
Corporation:

          (i) on the date fixed pursuant to 2.07 of the By-laws as the record
date for the determination of shareholders entitled to notice of and to vote at
such meeting, or

          (ii) if no such record date shall have been so fixed, then at the
close of business on the day next preceding the day on which notice of the
meeting shall be given or if notice of the meeting shall be waived, at the close
of business on the day next preceding the day on which meeting shall be held.

          (b) Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
Directors in such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes.  Persons holding stock of the Corporation in a fiduciary capacity
shall be entitled to vote such stock.  Persons whose stock is pledged shall be
entitled to vote, unless the transfer by the pledgor on the books of the
Corporation shall have expressly empowered the pledgee to vote thereon, in which
case only the pledgee, or the pledgee's proxy, may represent such stock and vote
thereon.  Shares having voting power standing of record in the names of two or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety or otherwise, or with respect to
which two or more persons have the same fiduciary relationship, shall be voted
in accordance with the provisions of the General Corporation Act of the State of
Oklahoma.

          (c) Any such voting rights may be exercised by the shareholder
entitled thereto in person or by the shareholder's proxy appointed by an
instrument in writing, subscribed by such shareholder, or by such shareholder's
attorney thereunto authorized, and delivered to the secretary of the meeting;
                                                                             
provided, however, that no proxy shall be voted or acted upon after three years
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from its date unless said proxy shall provide for a longer period.  The
attendance at any meeting by a shareholder who may theretofore have given a
proxy shall not have the effect of revoking the same unless the shareholder
shall in writing so notify the secretary of the meeting prior to the voting of a
proxy.

          (d) At any meeting of the shareholders, all matters, except as
otherwise provided in the Certificate of Incorporation, in these By-laws or by
law, shall be decided by the vote of the holders of shares representing a
majority of the voting power of the shareholders present in person or by proxy
and entitled to vote thereat and thereon, provided that a quorum is present.
                                          --------                           
The 

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vote at any meeting of the shareholders on any question need not be by written
ballot, except election of Directors, unless so directed by the Chairman of the
meeting. On a vote by ballot, each ballot shall be signed by the shareholder
voting, or by the shareholder's proxy, if there be such proxy, and it shall
state the number of shares voted.

          SECTION 2.07 FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF RECORD.
In order that the Corporation may determine the shareholders entitled to notice
of, or to vote at any meeting of shareholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution, or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action, unless otherwise provided by the Certificate of
Incorporation.  If, in any case involving the determination of shareholders for
any purpose other than notice of or voting at a meeting of shareholders, the
Board shall not fix a record date, the record date for determining shareholders
for such purpose shall be the close of business on the day on which the Board
shall adopt the resolution relating thereto.  A determination of shareholders
entitled to notice of, or to vote at, a meeting of shareholders shall apply to
any adjournment of such meeting; provided, however, that the Board may fix a new
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record date for the adjourned meeting.

          SECTION 2.08 LIST OF SHAREHOLDERS.  The Secretary of the Corporation
shall cause to be prepared and made, at least 10 days before every meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
shareholder and the number of shares registered in the name of each shareholder.
Such list shall be open to the examination of any shareholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at the place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the entire duration thereof, and may be inspected by any shareholder who
is present for any purpose germane to the meeting.

          SECTION 2.09 CHAIRMAN AND SECRETARY OF MEETING.  Meetings of the
shareholders shall be presided over by the Chairman of the Board or, in his
absence, by the next senior officer of the Corporation present.  If no senior
officers are present, the meeting of shareholders shall be presided over by a
Chairman to be chosen by the shareholders.  The Secretary of the 

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Corporation, or in such officer's absence, an Assistant Secretary, shall act as
Secretary of the Meeting, but if none are present, the Chairman of the meeting
shall appoint a Secretary of the meeting.

          SECTION 2.10 INSPECTORS.  If at any meeting of the shareholders a vote
by written ballot shall be taken on any question, the Chairman of the meeting
may appoint an inspector or inspectors to act with respect to such vote. Each
inspector so appointed shall first subscribe an oath faithfully to execute the
duties of an inspector at such meeting with strict impartiality and according to
the best of such inspector's ability.  Such inspectors shall decide upon the
qualification of the voters and shall report the number of shares represented at
the meeting and entitled to vote on such question, shall conduct and accept the
votes, and when the voting is completed shall ascertain and report the number of
shares voted respectively for and against the question.  Reports of the
inspectors shall be in writing and subscribed and delivered by them to the
Secretary of the Corporation.  The inspectors need not be shareholders of the
Corporation, and any officer of the Corporation may be an inspector on any
question other than a vote for or against a proposal in which such officer shall
have a material interest.

          SECTION 2.11 CONDUCT OF MEETINGS.  At any meeting of the shareholders,
only such business shall be conducted as shall have been properly brought before
the meeting.  To be properly brought before a meeting of shareholders, business
must be (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors, (b) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or (c) in
the case of an annual meeting of shareholders, otherwise properly brought before
the meeting by a shareholder.  For business to be properly brought before an
annual meeting of shareholders by a shareholder, the shareholder must have given
timely notice thereof in writing to the Secretary of the Corporation.  To be
timely, a shareholder's notice must be delivered to or mailed and received by
the Secretary of the Corporation at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the date of the
annual meeting; provided, however, that in the event that less than 70 days'
notice or prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the 1Oth day following the earlier of (i)
the date on which such notice of the date of the annual meeting was mailed or
(ii) the date on which such public disclosure was made.  A shareholder's notice
to the Secretary shall set forth as to each matter the shareholder proposes to
bring before the annual meeting (a) a brief description of the business desired
to be brought before the annual meeting, (b) the name and address, as 

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they appear on the Corporation's books, of the shareholder proposing such
business, (c) the class and number of shares of the Corporation which are
beneficially owned by the shareholder on the date of such shareholder's notice
and by any other shareholders known by such shareholder to be supporting such
proposal on the date of such shareholder's notice, and (d) any material interest
of the shareholder in such business. Notwithstanding anything in the By-laws to
the contrary, no business shall be conducted at a meeting of shareholders except
in accordance with the procedures set forth in this Section 2.11. The presiding
officer of a meeting of shareholders shall, if the facts warrant, determine that
business was not properly brought before the meeting in accordance with the
provisions of this Section 2.11, and if the presiding officer should so
determine, the presiding officer shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.


                        ARTICLE III - BOARD OF DIRECTORS

          SECTION 3.01 GENERAL POWERS.  The property, business, and affairs of
the Corporation shall be managed by and under the direction of the Board, except
as may be otherwise provided for in the Oklahoma General Corporation Act or in
the Certificate of Incorporation.

          SECTION 3.02 NUMBER.  Initially, the Board shall consist of two
Directors.  Upon the consummation of the Merger (such term having the meaning
specified in the Agreement, dated as of December 12, 1996, between Western
Resources Inc. and ONEOK Inc., as the same may be amended), the number of
Directors of the Corporation shall not be less than nine nor more than thirty-
one persons and shall be fixed from time to time by resolution of the Board.

          SECTION 3.03 ELECTION OF DIRECTORS.  (a) Commencing concurrently with
the effective time of the Merger, the Directors shall be divided into three
classes (A, B, and C), as nearly equally in number as possible.  The initial
term of office for members of Class A shall expire at the annual meeting of
shareholders in January, 1998; the initial term of office for members of Class B
shall expire at the next annual meeting of shareholders; and the initial term of
office for members of Class C shall expire at the following annual meeting of
shareholders.  At each annual meeting of shareholders following such initial
classification and election, Directors elected to succeed those Directors whose
terms expire shall be elected for a term of office to expire at the third
succeeding annual meeting of shareholders after their election, and shall
continue to hold office until their respective successors are elected and
qualified.

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          (b) In the event of any increase in the number of Directors fixed by
the Board of Directors, the additional Directors shall be so classified that all
classes of Directors have as nearly equal number of Directors as may be
possible.  In the event of any decrease in the number of Directors of the
Corporation, all classes of Directors shall be decreased as nearly equally as
possible.

          (c) A person shall not be elected or reelected to the Board to fill a
vacancy on the Board after such person's 70th birthday.

          (d) Only persons nominated in accordance with the procedures set forth
in this Section shall be eligible for election as Directors.  Nominations of
persons for election to the Board may be made at a meeting of shareholders (i)
by or at the direction of the Board or a Committee thereof, or (ii) by any
shareholder of the Corporation entitled to vote for the election of Directors at
such meeting who complies with the notice procedures set forth in this
subsection (d).  Such nominations, other than those made by or at the direction
of the Board or a Committee thereof, shall be made pursuant to timely notice in
writing to the Secretary of the Corporation.  To be timely, a shareholder's
notice must be delivered to or mailed and received by the Secretary of the
Corporation at the principal executive offices of the Corporation not less than
60 days nor more than 90 days prior to the date of a meeting; provided, however,
                                                              --------  ------- 
that if fewer than 70 days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be timely
must be so delivered or received not later than the close of business on the
10th day following the earlier of (i) the day on which such notice of the date
of such meeting was mailed or (ii) the day on which such public disclosure was
made.

          (e) A shareholder's notice to the Secretary shall set forth (i) as to
each person whom the shareholder proposes to nominate for election as a
Director: (a) the name, age, business address, and residence address of such
person, (b) the principal occupation or employment of such person, (c) the class
and number of shares of the Corporation which are beneficially owned by such
person on the date of such shareholder's notice, and (d) any other information
relating to such person that is required to be disclosed in solicitations of
proxies for election of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including without limitation such person's written consent to being named in
the proxy statement as a nominee and to serving as a Director if elected); and
(ii) as to the shareholder giving the notice: (a) the name and address, as they
appear on the Corporation's books, of such shareholder and any other
shareholders known by 

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such shareholder to be supporting such nominees, and (b) the class and number of
shares of the Corporation which are beneficially owned by such shareholder on
the date of such shareholder's notice and by any other shareholders known by
such shareholder to be supporting such nominees on the date of such
shareholder's notice. No person shall be eligible as a Director of the
Corporation unless nominated in accordance with the procedures set forth in
subsections (d) and (e). The presiding officer of the meeting shall, if the
facts warrant, determine that a nomination was not made in accordance with the
procedures prescribed by the By-laws, and if the presiding officer should so
determine, the presiding officer shall so declare to the meeting and the
defective nomination shall be disregarded.

          SECTION 3.04 RESIGNATIONS AND CHAIRMAN OF THE BOARD EMERITUS.  (a) Any
Director of the Corporation may resign at any time by giving written notice to
the Board or to the Secretary of the Corporation.  Any such resignation shall
take effect immediately upon its receipt; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

          (b) The Board of Directors of the Corporation may from time to time
designate a person as Chairman of the Board Emeritus in recognition of such
person's long and faithful service to the Corporation and its Board of
Directors.  The Chairman of the Board Emeritus shall be an honorary officer of
the Board and shall serve at the pleasure of the Board of Directors.

          SECTION 3.05 VACANCIES AND REMOVAL.  (a) Newly created directorships
resulting from any increase in the authorized number of Directors or any
vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall be filled
by the affirmative vote of a majority of the Directors then in office, though
less than a quorum, or by the sole remaining Director, or by the shareholders at
their next annual meeting, or at any special meeting of shareholders called for
that purpose.  Each Director so chosen shall hold office until the expiration of
such term of the Director, if any, whom such person has been chosen to succeed,
or, if none, until the expiration of the term of the class assigned to the
additional directorship to which such person has been elected, or until such
person's earlier death, resignation, retirement, or removal.  No decrease in the
number of Directors constituting the Board shall shorten the term of any
incumbent Director.

          (b) Any Director or the entire Board may be removed from office at any
time, but only for cause and only by the affirmative vote of the holders of at
least eighty percent (80%) of the voting interest of all outstanding voting
stock.

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          SECTION 3.06 PLACE OF MEETING, ETC.  The Board may hold any of its
meetings at such place or places within or without the State of Oklahoma as the
Board may from time to time by resolution designate or as shall be designated by
the person or persons calling the meeting.  Directors may participate in any
regular or special meeting of the Board or any meeting of a committee designated
by such Board by means of conference telephone or similar communications
equipment pursuant to which all persons participating in such meeting can hear
each other, and such participation shall constitute presence in person at such
meeting.

          SECTION 3.07 FIRST MEETING.  The Board shall meet as soon as
practicable after each annual election of Directors and notice of such first
meeting shall not be required.

          SECTION 3.08 REGULAR MEETINGS.  Regular meetings of the Board may be
held at such times as the Board shall from time to time by resolution determine.
If any day fixed for a meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting shall be held at the same hour and place
on the next succeeding business day not a legal holiday.  Except as provided by
law, notice of regular meetings need not be given.

          SECTION 3.09 SPECIAL MEETINGS.  (a) Special meetings of the Board may
be called at any time by the Chairman of the Board or the President, or by any
three Directors, to be held at the principal office of the Corporation, or at
such other place or places, within or without the State of Oklahoma, as the
person or persons calling the meeting may designate.  Unless otherwise indicated
in the notice thereof, any and all business, other than approval of contracts
with another corporation or party (or subsidiary thereof) owning a majority of
the stock of the Corporation and actions taken with respect to salaries,
compensation, and other payments to be paid to, or contracts made with, a
Director or executive officer, may be transacted at any special meeting.  At any
meeting at which all Directors shall be present, even though without any notice,
any business may be transacted.

          (b) Notice of all special meetings of the Board shall be given by the
Secretary or by the person or persons calling the meeting to each Director by
mailing a copy thereof at least four days before the meeting or by two days'
service of the same by telegram, cable, or wireless, or personally.  If the
Chairman, or the President, or three of the Directors determine that a special
meeting of the Board on short notice is necessary, then notice may be given by
telephone, telegraph or facsimile transmission not less than four hours in
advance of the time when a meeting shall be held.  Such notice may be waived by
any Director and any meeting shall be a legal meeting without notice having been
given if all the Directors shall be present thereat or if those not 

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present shall, either before or after the meeting sign a written waiver of
notice of, or a consent to, such meeting or shall, after the meeting, sign the
approval of the minutes thereof. All such waivers, consents, or approvals shall
be filed with the corporate records or be made a part of the minutes of the
meeting.

          SECTION 3.10 QUORUM AND MANNER OF ACTING.  Except as otherwise
provided in the Certificate of Incorporation, the By-laws, or by law, the
presence of at least one-third of the authorized number of Directors shall be
required to constitute a quorum for the transaction of business at any meeting
of the Board, and all matters shall be decided at any such meeting, a quorum
being present, by the affirmative votes of a majority of the Directors present.
In the absence of a quorum, a majority of Directors present at any meeting may
adjourn the same from time to time until a quorum shall be present.  Notice of
any adjourned meeting need not be given.  The Directors shall act only as a
Board, and the individual Directors shall have no power as such.

          SECTION 3.11 ACTION BY CONSENT.  Any action required or permitted to
be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
Board or such committee, as the case may be, and such written consent is filed
with the minutes of proceedings of the Board or such committee.

          SECTION 3.12 COMPENSATION.  All salaries and compensation paid by the
Corporation to its Directors shall be fixed from time to time by the Board of
Directors at a regular meeting of the Board to be held as provided by the By-
laws, and any payment of any kind or character to any Director of the
Corporation or any contract made with such Director or executive officer must be
approved by a majority of the whole Board of Directors at a regular meeting of
the Board, before such payment is made or contract executed.

          SECTION 3.13 COMMITTEES.  (a) The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the Directors of the Corporation.  Any such committee,
to the extent provided in the resolution of the Board, shall have and may
exercise all powers and authority of the Board in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it; but no such committee shall have
any power or authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation, recommending to
the shareholders the sale, lease, or exchange of all, or substantially all, of
the Corporation's property and assets, recommending to the shareholders a
dissolution of the Corporation or a revocation of the dissolution, or amending
the 

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By-laws of the Corporation; and unless the resolution of the Board expressly so
provides, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock. Any such committee shall keep
written minutes of its meetings and report the same to the Board at the next
regular meeting of the Board.

          (b) Except as may otherwise be ordered by the Board of Directors, the
Chairman of the Board shall appoint the members of all special or other
committees of the Board.  The Chairman of the Board shall be an ex-officio
member of all standing committees, except the executive compensation committee,
and shall be the Chairman of any executive committee of the Board.

          (c) In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint another
member of the Board to act at a meeting in the place of any such absent or
disqualified member.

          SECTION 3.14 OFFICERS OF THE BOARD.  The Chairman of the Board, or in
the absence of the Chairman of the Board, the President, or in the President's
absence, any other officer of the Corporation who is a Director, shall preside
at all meetings of the Board, or in the absence of any such officers, a
temporary chairman elected by the Directors present at the meeting.

          SECTION 3.15 INTERESTED DIRECTORS.  (a) No Director shall vote on a
question in which such Director is interested, except the election of the
Chairman of the Board of Directors, a President, or other officer or members of
any Committee of the Board, but in the absence of fraud, no contract or other
transaction of the Corporation shall be affected or invalidated in any way by
the fact that any of the Directors of the Corporation are in any way interested
in or connected with any other party to such contract or transaction, or are
themselves parties to such contract or transaction, provided that such interest
                                                    --------                   
or connection shall be fully disclosed or otherwise be known to the Board of
Directors at the meeting of said Board at which such contract or transaction is
authorized or confirmed, provided further that the contract or transaction is
                         -------- -------                                    
fair as to the Corporation at the time authorized or confirmed by the Board, and
                                                                                
provided further that at the meeting of the Board at which such contract or
-------- -------                                                          
transaction is to be authorized or confirmed, there shall be present a quorum of
Directors not so interested or connected, and such contract or transaction shall
only be approved upon the affirmative vote of a majority of such disinterested
Directors.  Any Director may vote upon any contract or other transaction between
the Corporation and any subsidiary, notwithstanding that such Director may also
be a member of the board of directors of such subsidiary.  The mere ownership of

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stock in another corporation by a Director shall not disqualify such Director to
vote in respect of any transaction between the Corporation and such other
corporation, provided the other provisions of this Section are complied with.
             --------                                                        

          (b) No contract or other transaction between the Corporation and any
other corporation shall be affected by the fact that any of the Directors of the
Corporation are interested in or are directors or officers of such other
corporation, if such contract or transaction be made, authorized, or confirmed
by the Board in the manner provided in the preceding paragraph, or by any
committee of the Corporation having the requisite authority, by vote of a
majority of the members of such committee not so interested; and any Director
individually may be a party to or may be interested in any contract or
transaction of the Corporation, provided that such contract or transaction shall
                                --------                                        
be approved or ratified by the Board or by any Committee of the Corporation
having the requisite authority, in the manner herein set forth.

          (c) The Board of Directors, in its discretion, may submit any contract
or act of the Corporation or of the Board for approval or ratification at any
annual meeting of the shareholders, or at any special meeting of shareholders,
the notice of which shall state that it is called for the purpose, or in part
for the purpose, of considering any such act or contract, and any such contract
or act that shall be approved or be ratified by the vote of the holders of a
majority in voting interest of the shares of stock of the Corporation entitled
to vote thereat, shall be as valid and as binding upon the Corporation and upon
all the shareholders as though it had been approved and ratified by every
shareholder of the Corporation.

          (d) Any Director of the Corporation may vote upon any contract or
other transaction between the Corporation and any subsidiary corporation without
regard to the fact that such person is also a Director of such subsidiary
corporation.

          (e) No contract or agreement between the Corporation and any other
corporation or party which owns a majority of the capital stock of the
Corporation or any subsidiary of any such other corporation shall be made or
entered into without the affirmative vote of a majority of the whole Board at a
regular meeting of the Board.

          (f) Notwithstanding anything to the contrary in the foregoing
paragraphs of this Section, in the case of contracts, transactions, and acts of
the Corporation, of the Board of Directors, or of committees thereof that
require shareholder and/or Director approval under any provision of the
Certificate of Incorporation or of law by a higher proportion of the voting
power of the outstanding voting stock than a majority of a quorum of the
shareholders or approval by the Independent Directors as defined and required by
the Certificate of Incorporation, ratification by the shareholders and/or
approval by the 

                                       12
<PAGE>
 
Independent Directors of such contracts, transactions, and acts shall require
the affirmative vote of such higher proportion of such voting power and/or
approval by the Independent Directors, and any contract, transaction, act, or
agreement referred to in the foregoing paragraphs shall be subject to any such
applicable provisions of the Certificate of Incorporation or of law.


                             ARTICLE IV - OFFICERS

          SECTION 4.01 OFFICERS.  The officers of the Corporation shall be a
Chairman of the Board, a President, one or more Vice Presidents, a Secretary, a
Treasurer, such other officers as may be elected, from time to time, by the
Board, and such other officers as may be appointed by the Board pursuant to 4.03
of the By-laws.  One of the officers of the Corporation shall be designated by
the Board of Directors as the Chief Executive Officer of the Corporation.
Officers shall have such powers and duties as are permitted or required by law
and as may be specified by or in accordance with resolutions of the Board.  In
the absence of any contrary determination by the Board, the person designated as
the Chief Executive Officer, shall, subject to the power and authority of the
Board, have general supervision, direction, and control of the officers (except
the Chairman of the Board), employees, business, and affairs of the Corporation
and shall have the right to remove any officer of the Corporation.  One person
may hold two or more offices, except that the Secretary may not also hold the
office of President. Except where otherwise expressly provided in a written
contract duly authorized by the Board, all officers, agents, and employees shall
be subject to removal at any time by the affirmative vote of a majority of the
Directors, and all officers, agents, and employees other than officers elected
or appointed by the Board shall also be subject to removal at any time by the
officer with supervisory responsibility over them.

          SECTION 4.02 ELECTION.  The officers of the Corporation, except such
officers as may be appointed pursuant to Sections 4.04 or 4.06 of the By-laws,
shall be chosen annually by the Board, and each person shall hold office until
such person shall resign or be removed or otherwise disqualified to serve, or
such person's successor shall be elected and qualified.

          SECTION 4.03 ELECTION OF CHIEF EXECUTIVE OFFICER. At any time
following consummation of the Merger, the Chief Executive Officer of the
Corporation shall be designated by the affirmative vote of at least 80% of the
Directors and shall hold such designation until such person shall resign or be
removed or otherwise disqualified to serve, or such person's successor shall be
designated, in accordance with this Section 4.03.

                                       13
<PAGE>
 
          SECTION 4.04 SUBORDINATE OFFICERS, ETC.  The Board may appoint such
other officers as the business of the Corporation may require, each of whom
shall have such authority and perform such duties as are provided in the By-laws
or as the Board may from time to time specify, and shall hold office until such
person shall resign or shall be removed or otherwise disqualified to serve.

          SECTION 4.05 REMOVAL AND RESIGNATION.  (a) Any officer may be removed,
either with or without cause, by a majority of the Directors in office at the
time, at any regular or special meeting of the Board, or except in case of an
officer chosen by the Board, by any officer upon whom such power of removal may
be conferred by the Board.

          (b) Any officer may resign at any time by giving written notice to the
Board, the Chairman of the Board, the President or the Secretary of the
Corporation.  Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein; and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

          SECTION 4.06 VACANCIES.  A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, shall be filled in
the manner prescribed in the By-laws for the regular appointments to such
office.

          SECTION 4.07 VOTING STOCK IN OTHER CORPORATIONS.  Unless otherwise
ordered by the Board, the person designated as the Chief Executive Officer, or
in such officer's absence, or with such officer's consent, the next ranking
officer of the Corporation, shall have full power and authority on behalf of the
Corporation to attend and to act and to vote, or in the name of the Corporation
to execute proxies to vote, at any meetings of shareholders of any corporation
in which the Corporation may hold stock, and at any such meetings shall possess
and may exercise, in person or by proxy, any and all rights, powers, and
privileges incident to the ownership of such stock.  The Board may, by
resolution, from time to time, confer like powers upon any other person or
persons.

          SECTION 4.08 COMPENSATION OF EXECUTIVE OFFICERS.  All salaries and
compensation paid by the Corporation to executive officers shall be fixed from
time to time by the Board of Directors at a regular meeting of the Board to be
held as provided by the By-laws, and any payment of any kind or character to any
executive officer of the Corporation or any contract made with such executive
officer must be approved by a majority of the whole Board of Directors at a
regular meeting of the Board, before such payment is made or contract executed.

                                       14
<PAGE>
 
               ARTICLE V - OPERATING DIVISIONS OF THE CORPORATION

          SECTION 5.01 DIVISION BOARDS.  The Board may appoint individuals who
may, but need not be, Directors, officers, or employees of the Corporation to
serve as members of a Division Board of Directors (the "Division Board") of one
or more Divisions of the Corporation and may fix fees or compensation for
attendance at meetings of any such Division Board.  The members of any such
Division Board may adopt and from time to time may amend By-laws or other rules
and regulations for the conduct of their affairs and shall keep minutes of their
meetings.  The term of office of any member of a Division Board shall be at the
pleasure of the Board and shall expire as provided for in the By-laws of the
Division.  The function of any such Division Board shall be to manage and
control the ordinary business and affairs of the Divisions and to advise the
Board with respect to the business and affairs of their respective Division.

          SECTION 5.02 TITLES.  The Division Board may, from time to time,
confer on the employees of their Division or discontinue, the title of
President, Executive Vice President, Senior Vice President, Vice President, and
any other titles deemed appropriate.  The designation of any such official
titles for employees assigned to the Divisions of the Corporation shall not be
permitted to conflict in any way with any executive or administrative authority
established from time to time by the Corporation.  Any employee so designated as
an officer of a Division shall have authority, responsibilities, and duties with
respect to such employee's Division, corresponding to those normally vested in
the comparable officer of the Corporation, subject to such limitations as may be
imposed by the Board.


          ARTICLE VI - CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

          SECTION 6.01 EXECUTION OF CONTRACTS.  The Board, except as otherwise
provided in the By-laws, may authorize any officer or officers, agent or agents,
to enter into any contract or execute any instrument in the name and on behalf
of the Corporation, and such authority may be general or confined to specific
instances; and unless so authorized by the Board or by the By-laws, no officer,
agent, or employee shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or in any amount.

          SECTION 6.02 CHECKS, DRAFTS, ETC.  All checks, drafts, or other orders
for payment of money, notes, or other evidence of indebtedness, issued in the
name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be 

                                       15
<PAGE>
 
determined by resolution of the Board. Each such person shall give such bond, if
any, as the Board may require.

          SECTION 6.03 DEPOSIT.  All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies, or other depositories as the Board may select,
or as may be selected by any officer or officers, assistant or assistants, agent
or agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board.  For the purpose of deposit and for the
purpose of collection for the account of the Corporation, the Chairman of the
Board, the President, or the Treasurer (or any other officer or officers,
assistant or assistants, agent or agents, or attorney or attorneys of the
Corporation who shall from time to time be determined by the Board) may endorse,
assign, and deliver checks, drafts, and other orders for the payment of money
which are payable to the order of the Corporation.

          SECTION 6.04 GENERAL AND SPECIAL BANK ACCOUNTS.  (a) The Board may
from time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies, or other depositories as the Board
may select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board.  The Board may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of the By-laws, as it may deem expedient.

          (b) In addition to such bank accounts as may be authorized in the
usual manner by resolution of the Board, the Treasurer of the Corporation with
the approval of the Chief Executive Officer or any other officer designated by
the Chief Executive Officer may authorize such bank accounts to be opened or
maintained in the name and on behalf of the Corporation as the Treasurer or such
other designated officer may deem necessary or appropriate, payments from such
bank accounts to be made upon and according to the checks of the Corporation
which may be signed jointly or singly by either the manual or facsimile
signature or signatures of such officer or officers of the Corporation as shall
be specified in the written instructions of the Treasurer of the Corporation
with the approval of the Chief Executive Officer or such designated officer.


                    ARTICLE VII - SHARES AND THEIR TRANSFER

          SECTION 7.01 CERTIFICATES FOR STOCK.  Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the 

                                       16
<PAGE>
 
Corporation owned by such shareholder. The certificates representing shares of
such stock shall be numbered in the order in which they shall be issued and
shall be signed in the name of the Corporation by the Chairman of the Board, or
the President and by the Secretary. Any or all of the signatures on the
certificates may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon any
such certificate shall thereafter have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, such certificate may
nevertheless be issued by the Corporation with the same effect as though the
person who signed such certificate, or whose facsimile signature shall have been
placed thereupon, were such officer, transfer agent, or registrar at the date of
issue. A record shall be kept of the respective names of the persons, firms, or
corporations owning the stock represented by such certificates, the number and
class of shares represented by such certificates, respectively, and the
respective dates thereof, and in the case of cancellation the respective dates
of cancellation. Every certificate surrendered to the Corporation for exchange
or transfer shall be cancelled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so cancelled, except in cases provided for in 7.04 of the By-
laws.

          SECTION 7.02 TRANSFERS OF STOCK.  Transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by the registered holder's attorney thereunto authorized by
power of attorney duly executed and filed with the stock transfer agent as
provided in 7.03 of the By-laws, and upon surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes
thereon. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.  Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be stated expressly in the entry
of transfer if, when the certificate or certificates shall be presented for
transfer, both the transferor and the transferee request the Corporation to do
so.

          SECTION 7.03 REGULATIONS.  The Board may make such rules and
regulations as it may deem expedient, not inconsistent with the By-laws,
concerning the issue, transfer, and registration of certificates for shares of
the stock of the Corporation.  It may appoint, or authorize any officer or
officers to appoint, one or more stock transfer agents and one or more
registrars, and may require all certificates for stock to bear the signature or
signatures of any of them.

          SECTION 7.04 LOST, STOLEN, DESTROYED, AND MUTILATED CERTIFICATES.  In
any case of loss, theft, destruction, or 

                                       17
<PAGE>
 
mutilation of any certificate of stock, another certificate may be issued in its
place upon proof of such loss, theft, destruction, or mutilation and upon the
giving of a bond of indemnity to the Corporation in such form and in such sum as
the Secretary may direct; provided, however, that a new certificate may be
issued without requiring any bond when, in the judgment of the Secretary, it is
proper to do so.


                         ARTICLE VIII - INDEMNIFICATION

          SECTION 8.01 ACTIONS, SUITS, OR PROCEEDINGS OTHER THAN BY OR IN THE
RIGHT OF THE CORPORATION.  The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that the person is or was a Director, officer, employee, or
agent of the Corporation, or is or was serving at the request of the Corporation
as a Director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise or as a member of any committee or
similar body, against expenses (including attorneys' fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful.  The termination of any action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which the person reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, that the person had reasonable cause to
believe that the person's conduct was unlawful.

          SECTION 8.02 ACTIONS, SUITS, OR PROCEEDINGS BY OR IN THE RIGHT OF THE
CORPORATION.  The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that the person is or was a Director, officer,
employee, or agent of the Corporation, or is or was serving at the request of
the Corporation as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by the
person in connection with the defense or settlement of such action or suit if
the person acted in good faith in a manner the person 

                                       18
<PAGE>
 
reasonably believed to be in or not opposed to the best interests of the
Corporation except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

          SECTION 8.03 INDEMNITY IF SUCCESSFUL.  Notwithstanding the other
provisions of this Article, to the extent that a Director, officer, employee, or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in Section 8.01 and 8.02,
or in defense of any claim, issue, or matter therein, the person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.

          SECTION 8.04 DETERMINATION OF RIGHT OF INDEMNIFICATION.  Any
indemnification under 8.01 or 8.02 of the By-laws (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the Director, officer, employee, or agent
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section 8.01 and 8.02 of the By-laws. Such
determination shall be made (i) by the Board by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit, or
proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable,
a quorum of disinterested Directors so directs, by independent legal counsel in
a written opinion, or (iii) by the shareholders.

          SECTION 8.05 ADVANCE OF EXPENSES.  Expenses (including attorney fees)
incurred by an officer or Director in defending a civil or criminal action,
suit, or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit, or proceeding upon receipt of an undertaking
by or on behalf of such Director or officer to repay such amount if it shall
ultimately be determined that the person is not entitled to be indemnified by
the Corporation as authorized in this Article.  Such expenses (including
attorney fees) incurred by other employees and agents may be so paid under such
terms and conditions, if any, as the Board may deem appropriate.

          SECTION 8.06 PROVISIONS OF BY-LAWS NOT EXCLUSIVE.  The indemnification
and advancement of expenses provided by, or granted pursuant to, the other
sections of this Article shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under 

                                       19
<PAGE>
 
any by-law, agreement, vote of shareholders or disinterested Directors or
otherwise, both as to such person's official capacity and as to action in
another capacity while holding such office.

          SECTION 8.07 INSURANCE.  Upon resolution passed by the Board, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a Director, officer, employee, or agent of the Corporation, or is or was
serving at the request of the Corporation as a Director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise or as a member of any committee or similar body against any liability
asserted against the person and incurred by the person in any such capacity, or
arising out of the person's status as such, whether or not the Corporation would
have the power to indemnify the person against such liability under the
provisions of this Article.

          SECTION 8.08 CONSTITUENT CORPORATIONS.  For the purposes of this
Article, references to "the Corporation" include in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
Directors, officers, and employees, or agents, so that any person who is or was
a Director, officer, employee, or agent of such constituent corporation or is or
was serving at the request of such constituent corporation as a Director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, limited liability company or other enterprise or as a member of any
committee or similar body shall stand in the same position under the provisions
of this Article with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its existence
had continued.

          SECTION 8.09 CERTAIN DEFINITIONS.  For purposes of this Section,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a Director, officer, employee,
or agent of the Corporation which imposes duties on, or involves services by,
such Director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good faith
and in a manner the person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred to in this Section.

                                       20
<PAGE>
 
          SECTION 8.10 CONTINUATION OF RIGHTS PROVIDED BY THIS ARTICLE.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a Director, officer, employee or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person.

          SECTION 8.11 MISCELLANEOUS.  In furtherance and not in limitation of
the foregoing provisions of this Article VIII, the Corporation shall indemnify
the persons referred to hereinabove to the fullest extent permitted by Oklahoma
General Corporate Law, as the same may be amended from time to time.


                           ARTICLE IX - MISCELLANEOUS

          SECTION 9.01 SEAL.  The Board shall provide a corporate seal, which
shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of
Oklahoma and the year of incorporation.

          SECTION 9.02 WAIVER OF NOTICES.  Whenever notice is required to be
given by the By-laws or the Certificate of Incorporation, or by law, the person
entitled to such notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

          SECTION 9.03 FISCAL YEAR.  The fiscal year of the Corporation shall
end on the 31st day of August of each year.

          SECTION 9.04 INSPECTION OF CORPORATE BOOKS AND RECORDS.  The Board
from time to time shall determine whether and to what extent and at what times
and places, and under what conditions and regulations the accounts and books of
the Corporation, or any of them, shall be open to the inspection of the
shareholders, and no shareholder shall have any right to inspect any account,
book, or documents of the Corporation except as conferred by statute or as
authorized by resolution of the Board.

          SECTION 9.05 CERTIFICATE OF INCORPORATION.  As used herein, the term
"Certificate of Incorporation" shall mean the Certificate of Incorporation of
the Corporation, as the same may be amended or restated from time to time.

          SECTION 9.06 AMENDMENTS.  The By-laws, or any of them, may be
rescinded, altered, amended, or repealed, and new By-laws may be made, (i) by
the Board, by vote of a majority of the number of Directors then in office as
Directors, acting at any meeting of the Board, or (ii) by the vote of the
holders of not 

                                       21
<PAGE>
 
less than 80% of the total voting power of all outstanding shares of voting
stock of the Corporation, entitled to vote generally on the election of
directors, at any annual meeting of shareholders, without previous notice, or at
any special meeting of shareholders, provided that notice of such proposed
                                     --------                             
amendment, modification, repeal, or adoption is given in the notice of special
meeting.  Any By-laws made or altered by the shareholders may be altered or
repealed by the Board or may be altered or repealed by the shareholders.

                                       22
