
                                                                    Exhibit 4.04

                             BYLAWS
                               OF
                 NORTHERN STATES POWER COMPANY
                   (a Minnesota corporation)

  (as amended at a regular meeting of the Board of Directors held on April 22,
                                      1998)
                                        
                           ARTICLE 1.
          NAME, REGISTERED OFFICE, AND CORPORATE SEAL
          
          Section    1.     The  name  of the Company is NORTHERN  STATES  POWER
COMPANY.
         
         Section   2.     The location and post office address of its registered
office  and  principal  place  of business is 414  Nicollet  Mall,  Minneapolis,
Hennepin County, Minnesota.
          
          Section    3.    The Company may establish and maintain an  office  or
offices  at  such other places within or without the State of Minnesota  as  the
Board of Directors may from time to time determine.
          
          Section   4.    The corporate seal of the Company shall have inscribed
thereon  the name of the Company and the words "Corporate Seal, Minnesota".   In
lieu  of  causing  the corporate seal to be impressed upon any bond,  debenture,
note, contract, or other instrument required or authorized to bear the corporate
seal  of the Company, the Board of  Directors  may authorize a facsimile of said
seal to be engraved or printed thereon, and such facsimile, when so engraved  or
printed,  shall  be and constitute the corporate seal of the  Company  for  such
purpose.
          
     ARTICLE 2.
     BOARD OF DIRECTORS
          
          Section 1.  The business and property of the Company shall be  managed
and  controlled  by  a  Board  composed of seven (7)  directors,  which  may  be
increased  to  such  greater  number, not exceeding  fifteen  (15),  as  may  be
determined by the Board of Directors or by shareholders in accordance  with  the
provisions of this Article.  The number of directors shall be determined by  the
Board of Directors, and if the Board fails to make such determination, then  the
number may be determined by the shareholders at any annual or special meeting of
shareholders.
          
          Section 2.  A director shall hold office until the next annual meeting
of  the  shareholders and until his successor is elected and qualifies.  At  the
annual  meeting of shareholders in 1974, the Board of Directors of  the  Company
shall be divided into three classes as nearly equal in number as possible,  with
the  term of office of one class expiring each year. Directors in Class I  shall
be elected to hold office until the next succeeding annual meeting; directors in
Class  II  shall  be  elected to hold office until the second succeeding  annual
meeting;  and directors in Class III shall be elected to hold office  until  the
third  succeeding  annual meeting, and, in each of the  foregoing  cases,  until
their  respective successors are duly elected and qualify.  At  each  subsequent
annual  meeting of shareholders, the successors to the class of directors  whose
term shall then expire shall be elected by the shareholders to hold office until
the  third succeeding annual meeting, and until their respective successors  are
duly  elected and qualify.  If, at any meeting of shareholders, commencing  with
the  annual  meeting  of  shareholders in 1974, due to  the  initiation  of  the
classified method of electing directors or due to a vacancy or vacancies on  the
Board  of  Directors, or otherwise, directors of more than one class are  to  be
elected, each class of directors to be elected at the meeting shall be nominated
and voted for in a separate election.
          
          Section 3.  During the intervals between annual meetings the number of
directors may be increased, and may be decreased by the number of vacancies then
existing, by the Board of Directors, within the limitations of Section 1 of this
Article,  and  in case of any such increase the Board may fill the vacancies  so
created  but  in  such event there shall be no classification of the  additional
directors until the next annual meeting of the shareholders.  No decrease in the
Board shall shorten the term of any incumbent director.
          
          Section 4.  Vacancies in the Board of Directors may be filled  by  the
remaining members of the Board though less than a quorum. Each person so elected
to  fill a vacancy shall remain a director for the unexpired term in respect  of
which such vacancy occurred and until his successor is elected and qualifies.
         
         Section 5.  In addition to the powers and authority expressly conferred
upon  them by these Bylaws, the Board of Directors may exercise all such  powers
and  do all such acts and things as may be exercised or done by the Company, but
subject,   nevertheless,  to  the  provisions  of  statute,  the   Articles   of
Incorporation, and these Bylaws.
          
          Section 6.  Without limiting the general powers conferred by Section 5
of  this  Article,  and other powers conferred by statute, by  the  Articles  of
Incorporation,  and by these Bylaws, it is hereby expressly  declared  that  the
Board of Directors shall have the following powers, that is to say:
          (a)  To  purchase or otherwise acquire for the Company  any  property,
rights,  or  privileges which the Company is authorized  to  acquire,  for  such
consideration and on such terms and conditions as it deems proper.
         (b) At its discretion to pay for any property or rights acquired by the
Company  either  wholly  or partly in money or in stock, bonds,  debentures,  or
other securities or property of the Company.
          (c)  To appoint any person or persons to accept and hold in trust  for
the Company any property belonging to the Company, or in which it is interested,
and  to  do and execute all such things as may be requisite in relation  to  any
such trust.
          (d)  To  in any manner aid, facilitate, and assist, in behalf  of  the
Company,  in  the construction, extension, improvement, equipment,  maintenance,
and  operation  of  any  electric light plant or distribution  system,  electric
transmission  or  distribution  lines, steam plant  for  heating  and  power  or
distribution system, natural, manufactured, mixed, or liquid petroleum gas plant
or  distribution system, gas or oil pipe lines, barge lines, coal  mines,  water
power  or  water  plants,  or telephone systems, and  all  property  and  things
appurtenant to or used in connection therewith, and for that purpose to use  the
cash  or capital stock or other securities or obligations of the Company to buy,
refund,  guarantee,  or  otherwise  secure the  indebtedness  against  any  such
properties   and  guarantee  the  bonds,  debentures,  indebtedness,  dividends,
contracts, or other obligations of firms or other corporations.
          (e)  To  authorize one or more officers, on behalf of the Company,  to
borrow  money, make and issue notes, bonds, and other evidences or indebtedness,
execute  mortgages, deeds of trust, trust agreements, and instruments of  pledge
or hypothecation, and do all other acts necessary to effectuate the same.
          (f)  To designate the persons authorized, on the Company's behalf,  to
make  and  sign notes, receipts, acceptances, endorsements, drafts,  checks,  or
other   orders  for  the  payment  of  money,  releases,  contracts,  and  other
instruments,  and, when appropriate, to make provision for the use of  facsimile
signatures thereon.
          (g)  To designate the persons authorized, on the Company's behalf,  to
vote  upon  or  to  assign  and transfer any shares of stock,  bonds,  or  other
securities of other corporations held by the Company.
          
          Section  7.  Meetings of the Board of Directors shall be held  at  the
registered  office of the Company, but the chairman of the Board, the President,
or  a  majority  of the Board may from time to time designate some  other  place
within or without the State of Minnesota for the holding of any such meeting  or
meetings.
          
          Section  8.  Regular meetings of the Board of Directors may  be  held,
without  notice,  at  such times as shall be determined from  time  to  time  by
resolution of the Board.
          
          Section 9.  Special meetings of the Board of Directors shall  be  held
whenever called by the Chairman of the Board, by the President, or by a majority
of the Board.
          
          Section  10.  The Secretary shall give notice of a special meeting  of
the  Board  of  Directors to each director, either by mail or by  telegraph,  at
least  two days before said meeting.  Any director may in writing, either before
or after the meeting, waive notice thereof; and, without notice, any director by
his attendance at any meeting shall be deemed to have waived notice.
          
          Section 11.  Unless otherwise indicated in the notice thereof, any and
all business may be transacted at a special meeting.
          
          Section  12.  The Board of Directors shall elect the Officers  of  the
Company,  who  shall hold office until they are removed or their successors  are
elected and qualify.
          
          Section  13.  A majority of the Board of Directors shall constitute  a
quorum  for  the  transaction of business, and the acts of  a  majority  of  the
directors present at a meeting at which a quorum is present shall be the acts of
the  Board  of  Directors, except as may be otherwise specifically  provided  by
statute,  by the Articles of Incorporation, or by these Bylaws.  At any  meeting
at  which there is less than a quorum present, the director or directors present
shall  have  power by a majority vote to adjourn the meeting from time  to  time
without notice other than announcement at the meeting.  At any adjourned meeting
at  which  a  quorum is present any business may be transacted which might  have
been  transacted  by  a  quorum of the directors at the  meeting  as  originally
convened.
          
          Section 14.  Any action which might be taken at a meeting of the Board
of  Directors may be taken without a meeting if done in writing signed by all of
the directors.
          
          Section 15.  Inasmuch as the directors of the Company are men of large
and  diversified  business interests and are likely to be connected  with  other
corporations  with which this Company may have business dealings  from  time  to
time,  no  contract  or  other transaction between this Company  and  any  other
corporation  shall be affected by the fact that directors of  this  Company  are
interested in, or are directors or officers of, such other corporation, and  any
director individually may be a party to or may be interested in any contract  or
transaction  of  this  Company, provided that any such contract  or  transaction
referred  to in this section shall be approved or be ratified by the affirmative
vote of a majority of the members of the Board not so interested.
         
         Section 16.  The Board of Directors may provide for the payment to each
director  of a fixed annual fee, a fixed fee for attendance at each  meeting  of
the  Board or of any committee thereof, or a combination of the foregoing  fees,
and the expenses of each director for attendance at each meeting of the Board or
of  any committee thereof; provided, however, that no part of any such fee shall
be  paid to any director during any year when there is in effect a prior written
request  from such director that all or a portion of said fees not  be  paid  to
him. Nothing herein shall be construed to preclude any director from serving the
Company  in  any  other  capacity  as  an officer  or  otherwise  and  receiving
compensation therefor.


                                   ARTICLE 3.
                                    OFFICERS
          Section 1.  (a) The officers of the Company shall be a Chairman of the
Board,  a  President,  one or more Vice Presidents any of  whom  may  have  such
additional  designation as the Board of Directors may provide, a  Secretary  and
one  or  more  Assistant  Secretaries, a Treasurer and  one  or  more  Assistant
Treasurers,  and  such other officers as may from time to  time  be  elected  or
appointed  by the Board of Directors.  The filling of the office of Chairman  of
the  Board shall be discretionary with the Board of Directors.  Any two  of  the
offices,  except those of President and Vice President, may be held by the  same
person.
          (b)  At  its  discretion,  the Board of  Directors  at  any  time,  be
resolution,  may  recognize the outstanding services of  an  individual  to  the
Company by conferring upon him the honorary title of "Honorary Chairman  of  the
Board",  such title to be held for such limited period of time, or for life,  as
may  be determined by the Board.  Except when used in Article 4 of these Bylaws,
the words "director", "directors", "Board of Directors", "members of the Board",
"Board",   "officer",  and  "officers",  wherever  used  in  the   Articles   of
Incorporation or in these Bylaws, shall not be construed to mean or  to  include
the Honorary Chairman of the Board.
          (c)  At  its  discretion,  the Board of  Directors  at  any  time,  by
resolution,  may  recognize the outstanding services of an  individual  who  has
served  as  Chairman  of  the Board of the Company by conferring  upon  him  the
honorary  title of "Chairman Emeritus", such title to be held for  such  limited
period  of time, or for life, as may be determined by the Board.  The action  of
the  Board  of Directors in conferring the honorary title of "Chairman Emeritus"
upon  such  individual shall not constitute such individual an  officer  of  the
Company and shall not otherwise affect the status of such individual as a member
of the Board.
          (d) The Board of Directors shall designate the Chief Executive Officer
of  the Company who shall have general active management of the business of  the
Company.
          Section 2.  The Chairman of the Board shall preside at all meetings of
the  shareholders and the Board of Directors, shall be ex officio member of  all
standing  committees  and shall have such other powers and  perform  such  other
duties as may be prescribed by the Board.
         Section 3.  The President, in the absence of the Chairman of the Board,
shall preside at all meetings of the shareholders and the Board of Directors and
shall  be an ex officio member of all standing committees.  The President  shall
have  general supervision and direction of the affairs of the Company and  shall
have  all  the  powers and duties appurtenant to the office of  President  of  a
corporation.  The President shall report to the Board all matters within his  or
her  knowledge which the interests of the Company may require to be  brought  to
their notice; shall make such other reports to the shareholders and the Board as
may  be required; and shall perform all such duties as are properly required  by
the Board.
         Section 4.  The Vice Presidents shall be vested with all the powers and
shall  perform  all the duties of the President in the order designated  by  the
President in case of his absence and in the order designated by the President or
by  the Board of Directors in case of his disability, and shall have such  other
powers and perform such other duties as may be prescribed by the President or by
the Board.
         Section 5.  The Secretary shall give, or cause to be given, all notices
required  by statute, by the Articles of Incorporation, or by these Bylaws.   He
shall  act as secretary of all the meetings of the shareholders and of the Board
of  Directors and shall record the proceedings of all such meetings in the  book
or  books  kept  for  that purpose.  Unless otherwise prescribed  by  the  Chief
Executive Officer of the Company, he shall keep, or cause to be kept,  a  record
of  all certificates of stock issued and all transfers thereof, which shall show
the  names  and  addresses  of the holders of such  certificates  and  dates  of
issuance  and transfer, and shall perform such other duties as may be prescribed
by the Chief Executive Officer or by the Board.
          
          Section  6.   The Assistant Secretaries shall be vested with  all  the
powers  and   shall perform all the duties of the Secretary in  the  absence  or
disability  of  the  latter,  and shall perform such  other  duties  as  may  be
prescribed by the President or by the Board of Directors.
          
          Section 7.  (a) The Controller, unless otherwise provided by the Board
of  Directors,  shall be the principal accounting officer of  the  Company.   He
shall  have executive direction of all accounting functions, and shall keep,  or
cause to be kept, appropriate and complete books of account, and shall render to
the President and to the Board of Directors such reports as may be required from
time  to  time.   He  shall have such other powers and duties  as  are  commonly
incidental to the office of controller and as may be prescribed for him  by  the
Board of Directors or the President.
          (b)  The  Treasurer shall have the care and custody of  the  Company's
funds,  securities,  evidences  of indebtedness, and  other  valuable  financial
documents  and  shall deposit, or cause to be deposited, all  moneys  and  other
valuable  effects  in  the name of and to the credit  of  the  Company  in  such
depositories  as shall be designated by the Board of Directors.  He  shall  have
the  power to endorse for deposit all checks, notes, and drafts payable  to  the
Company.   He shall disburse the funds of the Company when authorized by  proper
vouchers  for such disbursements. He shall have such other powers and duties  as
are commonly incidental to the officer of Treasurer and as may be prescribed for
him  by  the Board of Directors, the President, or such other officer as may  be
directed by the President.
          
          Section  8.   The Assistant Treasurers shall be vested  with  all  the
powers  and  shall  perform all the duties of the Treasurer in  the  absence  or
disability  of  the  latter,  and shall perform such  other  duties  as  may  be
prescribed by the President or by the Board of Directors.
          
          Section 9.  In case of the absence or disability of any officer of the
Company, or for any other reason deemed sufficient by it, the Board of Directors
may  delegate the powers and duties of such officer to any other officer  or  to
any director for the time being.
          
          Section 10.  A bond in such sum, in such form, and with such security,
surety  or  sureties, as may be satisfactory to the Board of Directors,  may  be
required  by  the Board from the Treasurer, and such other officers,  employees,
and  agents of the Company as the Board may specify, conditioned on the faithful
performance  of  the  duties of their office, and for  the  restoration  to  the
Company,  when demanded, of all books, papers, vouchers, money, securities,  and
property  of  whatever kind in their possession belonging to the  Company.   All
premiums on such bonds shall be paid by the Company.
          
          Section 11.  The salaries of all officers shall be fixed by the  Board
of Directors.
          
          Section 12.  An Officer shall hold office from the date elected by the
Board  of  Directors  until  the earlier of his/her  removal  or  until  his/her
successor is elected and qualifies.  Any Officer may be removed by the Board  of
Directors at any time with or without cause.
          
          Section  13.   A vacancy in any office may be filled by the  Board  of
Directors at any time.




                           ARTICLE 4.

                 INDEMNIFICATION OF DIRECTORS,

                OFFICERS, EMPLOYEES, AND AGENTS

          Section  1.  The Company shall indemnify any person made or threatened
to  be  made a party to a proceeding by reason of the former or present official
capacity  of the person acting for the Company or acting in an official capacity
with another entity at the direction or request of the Company, according to the
terms and under the procedures provided in Minnesota Statutes Sec. 302A.521.

         Section 2.  The indemnification provided by this Article shall inure to
the benefit of the heirs, executors, administrators and personal representatives
of any person acting in an official capacity for the Company.

          Section 3.  The Company may purchase and maintain insurance on  behalf
of  a  person in that person's official capacity against any liability  asserted
against and incurred by the person in or arising from that capacity, whether  or
not  the  Company would be required by law to indemnify the person  against  the
liability.

                           ARTICLE 5.

                     ISSUANCE AND TRANSFER
                   OF CERTIFICATES OF SHARES


          Section 1.  Every certificate of shares shall be numbered and shall be
entered on the books of the Company as it is issued.  It shall be signed by  the
Chairman of the Board, President or a Vice President and by the Secretary or  an
Assistant Secretary and shall bear the corporate seal.  The foregoing signatures
and  the  corporate  seal upon such certificate may be facsimiles,  engraved  or
printed on such certificate.
          
          Section  2.   Transfers of shares shall be made on the  books  of  the
Company only by the person named in the certificate, or by his attorney lawfully
constituted in writing, and upon surrender of such certificate.

         Section 3.  In case of the loss, destruction, or theft of a certificate
of  shares, a new certificate may be issued in its place upon the submission  of
satisfactory  proof of such loss, destruction, or theft and a bond of  indemnity
satisfactory to the Treasurer.
         
         Section 4.  The Company shall be entitled to treat the holder of record
of  any share or shares as the holder in fact thereof and shall not be bound  to
recognize any equitable or other claim to or interest in such share on the  part
of  any  other  person  whether or not it shall have  express  or  other  notice
thereof, save as expressly provided by statute.
          
          Section 5.  The Board of Directors shall have authority to appoint one
or  more registrars or transfer agents for any or all classes of shares  of  the
Company,  to make such rules and regulations as it may deem expedient concerning
the  issuance,  registration, and transfer of such shares, and  to  remove  such
registrars or transfer agents, or any of them, and appoint another or others  in
its  or their stead.  A certificate of shares of any class for which one or more
registrars  or transfer agents shall have been so appointed shall not  be  valid
until countersigned by a registrar or a transfer agent, or both, as the case may
be, which countersignature may be in facsimile form.

                           ARTICLE 6.
                          SHAREHOLDERS
          
          Section  1.  The annual and special meetings of shareholders shall  be
held  at  the  registered office of the Company, but the Board of Directors  may
designate  some  other place within or without the State of  Minnesota  for  the
holding  of  any  such meeting or meetings.  Written notice of each  meeting  of
shareholders, stating the time and place, and, in case of a special meeting, the
purpose, shall be given by the Secretary to each shareholder entitled to vote at
such meeting, not less than ten days prior to the date of such meeting.
          
          Section 2.  The Chairman of the Board shall preside at all meetings of
the shareholders,  and in his absence or disability or at his request the  
President shall preside, and in the absence or disability of both said officers 
a  Vice President shall preside.
          
          Section 3. The Board of Directors may, within the limitations  of  the
statute,  fix  a record date for the determination of shareholders  entitled  to
receive notice of and to vote at any meeting of shareholders, and a record  date
for  the  determination  of shareholders entitled to  receive  payments  of  any
dividend  or  distribution or allotment of rights or  to  exercise  rights  with
respect  to  any change, conversion, or exchange of shares, and  may  close  the
books of the Company against the transfer of shares during the whole or any part
of the period so fixed.
          
          Section  4.  The annual meeting of shareholders shall be held  on  the
date and time and at the location designated by the Board of Directors.
          
         Section 5.  Special meetings of the shareholders may be called and held
as provided by Minnesota Statutes.
         
         Section 6.  The holders of a majority of the voting power of the shares
issued  and  outstanding and entitled to vote, present in person  or  by  proxy,
shall constitute a quorum at all meetings of shareholders for the transaction of
business,  except  as  otherwise  provided  by  statute,  by  the  Articles   of
Incorporation, or by these Bylaws.  In the absence of a quorum, any meeting  may
be  adjourned from time to time.  The shareholders present at a duly  called  or
held  meeting  at  which a quorum is present may continue to  transact  business
until  adjournment,  notwithstanding the withdrawal of  enough  shareholders  to
leave less than a quorum.

          Section  7.   At  each  meeting of shareholders every  shareholder  of
record,  or  his  legal  representatives, at the date  fixed  by  the  Board  of
Directors for the determination of the persons entitled to vote at a meeting  of
shareholders,  or,  if  no date has been so fixed, then  at  the  close  of  the
thirtieth  day  preceding the date of the meeting, shall  be  entitled  at  such
meeting  to  one vote for each share standing in his name on the  books  of  the
Company and such additional votes for such share as may be provided for  by  the
Articles  of  Incorporation.  A shareholder may cast his vote in  person  or  by
proxy.   The appointment of a proxy shall be in writing filed with the Secretary
at  or before the meeting.  The vote for directors, and, upon the demand of  any
shareholder, the vote upon any question before the meeting, shall be by  ballot.
All elections shall be had and all questions decided by a plurality vote.

          Section 8.  In advance of any meeting of shareholders, the Chairman of
the  Board shall appoint three or more inspectors of election, who need  not  be
shareholders,  as to the matters to be submitted to a vote at any such  meeting,
or  any adjournment thereof.  The inspectors of election when so appointed shall
take  charge of all proxies and ballots and shall determine the number of shares
outstanding,  the voting power of each, the shares represented at  the  meeting,
and  the  existence of a quorum. They shall determine all questions relating  to
the qualifications of voters, the authenticity, validity, and effect of proxies,
and the acceptance  or rejection of votes, challenges, and questions arising  in
any way in connection with the right to vote and the counting and tabulation  of
such votes. They shall determine the number of votes cast for any office or  for
or  against  any  proposal, and shall determine and report the  results  to  the
meeting.  The inspectors shall take an oath that they will perform their  duties
impartially,  in  good  faith,  and  to  the  best  of  their  ability  and   as
expeditiously  as  is  practical.  If, for any reason, an  inspector  previously
appointed  shall  fail to attend or refuse or be unable to  serve,  the  vacancy
shall  be  filled  by  the  Chairman of the Board in advance  of  convening  the
meeting, or at the meeting by the person acting as Chairman.  Each report of the
inspectors  shall be in writing and signed by the inspectors.  The report  of  a
majority shall be the report of the inspectors.
          
          Section  9.  (a)  At  any  annual meeting or any  special  meeting  of
shareholders,  only  such business shall be conducted, and only  such  proposals
shall be acted upon as shall have been brought before the meeting (i) by, or  at
the  direction  of,  the Board of Directors, or (ii) by any shareholder  of  the
Company  who  complies with the requirements of Rule 14a-8 under the  Securities
Exchange Act of 1934, as amended, or (iii) by any shareholder of the Company who
complies with the notice procedures set forth in this Section 9.
          (b)  For a proposal to be properly brought before an annual or special
meeting  by a shareholder, the shareholder must have given timely notice thereof
in  writing  to  the  Secretary of the Company.  To be timely,  a  shareholder's
notice  must  be  delivered  to,  or mailed   and  received  at,  the  principal
executive  offices of the Company not less than twenty (20) days nor  more  than
ninety   (90)   days  prior  to  the  scheduled  meeting,  regardless   of   any
postponements,  deferrals  or adjournments of that  meeting  to  a  later  date;
provided,  however, that if less than thirty (30) days' notice or  prior  public
disclosure of the date of the scheduled meeting is given or made, notice by  the
shareholder, to be timely, must be so delivered or received not later  than  the
close  of business on the tenth (10th) day following the earlier of the  day  on
which such notice of the date of the scheduled meeting was mailed or the day  on
which such public disclosure was made.
          (c) A shareholder's notice to the Secretary shall set forth as to each
matter  the  shareholder  proposes to bring  before  the  meeting  (i)  a  brief
description  of  the proposal desired to be brought before the meeting  and  the
reasons  for conducting such business at the meeting, (ii) the name and address,
as  they  appear  on  the  Company's books, of the  shareholder  proposing  such
business  and  any other shareholder known by such shareholder to be  supporting
such proposal who is the record or beneficial owner (as such term is defined  in
Rule  13d-3  or 13d-5 under the Securities Exchange Act of 1934, as amended)  of
any  equity security of the Company, (iii) the class and number of shares of the
Company's equity securities which are beneficially owned (as defined above)  and
owned  of  record  by  the shareholder giving the notice on  the  date  of  such
shareholder notice and by any other record or beneficial owners of the Company's
equity  securities known by such shareholder to be supporting such  proposal  on
the date of such shareholder notice, and (iv) any financial or other interest of
the shareholder in such proposal.
          (d)  The Chairman of the Board may reject any shareholder proposal not
timely made in accordance with the terms of this Section 9.  If the Chairman  of
the  Board  determines  that the information provided in a shareholder's  notice
does  not  satisfy  the  informational requirements of this  Section  9  in  any
material  respect,  the  Secretary of the Company  shall  promptly  notify  such
shareholder  of  the deficiency in the notice.  The shareholder  shall  have  an
opportunity  to cure the deficiency by providing additional information  to  the
Secretary within such period of time, not to exceed five (5) days from the  date
such deficiency notice is given to the shareholder, as the Chairman of the Board
shall  reasonably determine.  If the deficiency is not cured within such period,
or  if  the  Chairman  of  the Board determines that the additional  information
provided  by the shareholder, together with the information previously provided,
does  not  satisfy  the requirements of this Section 9 in any material  respect,
then  the  Chairman  of the Board may reject such shareholder's  proposal.   The
Secretary  of  the  Company shall notify a shareholder in writing  whether  such
person's  proposal  has been made in accordance with the  time  and  information
requirements  of this Section 9.  Notwithstanding the procedures  set  forth  in
this paragraph, if the Chairman of the Board does not make a determination as to
the validity of any shareholder proposal under Section 9(c), the chairman of the
annual  or  special meeting of shareholders shall determine and declare  at  the
meeting  whether the shareholder proposal was made in accordance with the  terms
of  Section  9.   If the chairman of such meeting determines that a  shareholder
proposal was not made in accordance with the terms of this Section 9, he or  she
shall so declare at the meeting and any such proposal shall not be acted upon at
the meeting.
          (e) This provision shall not prevent the consideration and approval or
disapproval  at any meeting of reports of officers, directors and committees  of
the  Board  of Directors, but, in connection with such reports, no new  business
shall  be acted upon at such meeting unless stated, filed and received as herein
provided.


                           ARTICLE 7.

                          FISCAL YEAR

         Section 1.  The fiscal year of the Company shall begin on the first day
of January and terminate on the last day of December in each year.

                           ARTICLE 8.

                         INTERPRETATION

          Section  1.  In these Bylaws, unless there shall be something  in  the
subject or context inconsistent therewith:
          (a)  "Notice" means a notice in writing given by mail to any director,
officer,  or shareholder by depositing the same in the United States mail,  with
postage prepaid, and addressed to such director, officer, or shareholder at  his
address as the same appears on the books of the Company; and the time of mailing
shall be deemed to be the time of the giving of the notice.
         (b) "Qualify" means filing with the Secretary a written acceptance, or
entering upon the duties, of an office.
         (c) "Statute" means any applicable statute of the State of Minnesota.
          (d)  The specification in these Bylaws of rights, powers, duties,  and
procedures  shall  not  be  deemed to exclude other applicable  rights,  powers,
duties,  and  procedures  provided  for  by  statute  or  by  the  Articles   of
Incorporation  which are not incorporated herein and which are not  inconsistent
with these Bylaws.
          (e)  Words importing the singular number include the plural  and  vice
versa.   Words  importing  males include females, and  words  importing  natural
persons include corporations.

                           ARTICLE 9.
                           AMENDMENTS
          Section 1.  These Bylaws may be amended by the shareholders or by  the
Board of Directors as provided by the Articles of Incorporation.


